S-3

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As filed with the Securities and Exchange Commission on June 29, 2001

Registration Statement No. 333-         

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

CCC INFORMATION SERVICES GROUP INC.	DELAWARE	54-1242469
CCCISG CAPITAL TRUST	DELAWARE	[TO BE APPLIED FOR]
(Exact name of Registrants as specified in their charters)	(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification Number)

World Trade Center Chicago
444 Merchandise Mart
Chicago, Illinois 60654
(312) 222-4636
(Address, including zip code, and telephone number, including area
code, of Registrants' principal executive offices)

Reid E. Simpson, Executive Vice President and
Chief Financial Officer
CCC Information Services Group Inc.
World Trade Center Chicago
444 Merchandise Mart
Chicago, Illinois 60654
(312) 222-4636
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copy to:
Peter C. Krupp, Esq.
Skadden, Arps, Slate, Meagher & Flom (Illinois)
333 West Wacker Drive, Suite 2100
Chicago, Illinois 60606
(312) 407-0700

   Approximate date of commencement of proposed sale to public: From time to time after the effective date of this Registration Statement.

   If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / /

   If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. /x/

   If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / /         

   If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / /         

   If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / /

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to Be Registered	Proposed Maximum Aggregate Offering Price (1)	Amount of Registration Fee
Common Stock, $0.10 par value, of CCC Information Services Group Inc. (3)	(2)	(2)
Preferred Stock, $1.00 par value, of CCC Information Services Group Inc. (3)	(2)	(2)
Debt Securities of CCC Information Services Group Inc.	(2)	(2)
Subscription Rights to purchase Common Stock, Preferred Stock, Debt Securities or Warrants of CCC Information Services Group Inc.	(2)	(2)
Warrants to purchase Common Stock, Preferred Stock or Debt Securities of CCC Information Services Group Inc.	(2)	(2)
Trust Preferred Securities of CCCISG Capital Trust, $1,000 principal amount (4)	(2)	(2)
Subscription Rights to purchase Trust Preferred Securities of CCCISG Capital Trust	(2)	(2)
CCC Information Services Group Inc. Guarantees with respect to the Trust Preferred Securities (5)	(2)	(2)
Total	$100,000,000	$25,000

(Footnotes on following page)

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a), may determine.

(Footnotes from previous page)

(1)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) and exclusive of accrued interest and dividends, if any.

(2)

Not specified as to each class of securities to be registered hereunder pursuant to General Instruction II(D) to Form S-3.

(3)

Also includes such indeterminate number of shares of Common Stock and Preferred Stock as may be issued upon conversion of or in exchange for any Debt Securities, Preferred Stock, warrants, subscription rights or trust preferred securities registered hereunder that provide for conversion or exchange into other securities. No separate consideration will be received for the Common Stock or Preferred Stock issuable upon conversion of or in exchange for Debt Securities, Preferred stock, warrants, subscription rights or trust preferred securities.

(4)

Subordinated Debt Securities may be purchased by CCCISG Capital Trust from CCC Information Services Group Inc. with the proceeds of the sale of the trust preferred securities of CCCISG Capital Trust, together with the proceeds received from CCC Information Services Group Inc. for the trust common securities to be issued by CCCISG Capital Trust to CCC Information Services Group Inc. No separate consideration will be received for such Subordinated Debt Securities. Such Subordinated Debt Securities may later be distributed for no additional consideration to the holders of trust preferred securities of CCCISG Capital Trust upon certain events described in the Amended and Restated Declaration of Trust of CCCISG Capital Trust.

(5)

CCC Information Services Group Inc. is also registering pursuant to this registration statement its guarantees and other obligations that it may have with respect to trust preferred securities issued by CCCISG Capital Trust. No separate consideration will be received for the guarantee by CCC Information Services Group Inc. Pursuant to Rule 457(n) under the Securities Act of 1933, no separate fee is payable in respect to such guarantees.

SUBJECT TO COMPLETION, DATED JUNE 29, 2001

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS

$100,000,000

CCC INFORMATION SERVICES GROUP INC.

Common Stock
Preferred Stock
Debt Securities
Subscription Rights
Warrants

CCCISG CAPITAL TRUST

Trust Preferred Securities
Fully and Unconditionally Guaranteed
to the Extent Provided in this Prospectus
by
CCC Information Services Group Inc.
Subscription Rights

    CCC Information Services Group Inc. has listed its shares of Common Stock on the Nasdaq National Market under the symbol "CCCG."

    The total offering price of these securities, in the aggregate, will not exceed $100,000,000. CCC Information Services Group Inc. and/or CCCISG Capital Trust may offer these securities separately or as units which may include other securities. We will provide the specific terms of any securities actually offered for sale in one or more supplements to this prospectus. You should read this prospectus and the supplements carefully before you decide to invest in any of these securities.

This prospectus may not be used to consummate sales of the securities offered by this prospectus unless accompanied by a prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is          , 2001.

Table of Contents

		Page
ABOUT THIS PROSPECTUS		1
WHERE YOU CAN FIND MORE INFORMATION		2
CERTAIN FORWARD-LOOKING STATEMENTS		2
SUMMARY		3
CCC INFORMATION SERVICES GROUP INC.		3
CCCISG CAPITAL TRUST		3
USE OF PROCEEDS		5
RATIO OF EARNINGS TO FIXED CHARGES		5
DESCRIPTION OF THE SECURITIES TO BE OFFERED		5
	Description of Our Capital Stock	6
	Description of Subscription Rights of CCC Information Services Group Inc.	11
	Description of Warrants	12
	Description of Our Senior Debt Securities and Subordinated Debt Securities	12
	Description of Trust Preferred Securities	21
	Description of Preferred Securities Guarantee	30
	Description of Subscription Rights of CCCISG Capital Trust	34
PLAN OF DISTRIBUTION		35
LEGAL MATTERS		36
EXPERTS		36

ABOUT THIS PROSPECTUS

    This prospectus is part of a "shelf" registration statement that we and the Trust have filed jointly with the SEC. By using a shelf registration statement, we and/or the Trust may sell, from time to time, in one or more offerings, any combination of the securities described in this prospectus in a dollar amount that does not exceed $100,000,000. For further information about our business, the Trust and the securities, you should refer to the registration statement and its exhibits. The exhibits to the registration statement and the documents incorporated by reference in the registration statement contain the full text of certain contracts and other important documents summarized in this prospectus. Since these summaries may not contain all the information that you may find important in deciding whether to purchase the securities that we and/or the Trust may offer, you should review the full text of these documents. The registration statement can be obtained from the SEC as indicated under the heading "Where You Can Find More Information."

    No separate financial statements of the Trust are included in this prospectus. We do not believe that such financial statements would be material to holders of the trust preferred securities because the Trust is a newly formed special purpose entity, has no operating history or independent operations and is not engaged in and does not propose to engage in any activity other than holding as trust assets certain Debt Securities (as more fully described below under the heading "CCCISG Capital Trust") of the Company and issuing the trust preferred securities and the trust common securities.

    Furthermore, taken together, the Company's obligations under

•

the series of Subordinated Debt Securities issued by the Company in connection with an issuance of trust preferred securities by the Trust,



•

the indenture under which those Subordinated Debt Securities will be issued,



•

the Declaration (as defined below) and



•

the trust preferred securities guarantee

provide, in the aggregate, a full, irrevocable and unconditional guarantee of payments of distributions and other amounts due on the trust preferred securities. For a more detailed discussion, see "CCCISG Capital Trust," "Description of the Securities to be Offered—Description of our Senior Debt Securities and Subordinated Debt Securities," "—Description of Trust Preferred Securities" and "—Description of Preferred Securities Guarantee." In addition, the Company does not expect that the Trust will be filing reports with the SEC under the Securities Exchange Act of 1934.

    This prospectus provides you with only a general description of the securities that we and/or the Trust may offer. Each time we and/or the Trust sell securities, we will provide a prospectus supplement that contains specific information about the terms of those securities. The prospectus supplement also may add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described below under the heading "Where You Can Find More Information."

    You should rely only on the information contained or incorporated by reference in this prospectus and any prospectus supplement. Neither we nor the Trust has authorized anyone to provide you with different information. If anyone does provide you with different or inconsistent information, you should not rely on it. Neither we nor the Trust will make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus, as well as information we previously filed with the SEC and incorporated by reference in this prospectus, is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

WHERE YOU CAN FIND MORE INFORMATION

    We file annual, quarterly and special reports, proxy statements and other information with the SEC which you may read and copy at the SEC's Public Reference Room located at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You may also inspect our filings at the regional offices of the SEC located at Citicorp, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and 7 World Trade Center, New York, New York 10048 or over the Internet at the SEC's Web site at http://www.sec.gov.

    Our Common Stock is listed on the Nasdaq National Market, and, as a result, we also file reports, proxy statements and other information with Nasdaq.

    The SEC allows us to "incorporate by reference" the information that we file with them, which means that we can disclose important information to you by referring to those documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents filed with the SEC (File No. 0-28600) listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, until this offering is terminated:

•

our Annual Report on Form 10-K, as amended by the Form 10-K/A filed on June 29, 2001, for the year ended December 31, 2000 (except for the Company's consolidated financial statements which have been restated to reflect the Consumer Services segment as a discontinued operation and are included in the Company's Current Report on Form 8-K dated June 29, 2001);


•

our Quarterly Report on Form 10-Q for the quarter ended March 31, 2001;


•

our Current Reports on Form 8-K dated April 19, 2001 and June 29, 2001; and


•

the description of our Common Stock contained in our registration statement filed pursuant to Section 12 of the Exchange Act, and any amendments or reports filed for the purpose of updating this description.

    We will provide at no cost to each person who receives a copy of this prospectus, upon written or oral request, a copy of any and all of the documents incorporated by reference in this prospectus. You should request copies from: Reid E. Simpson, Executive Vice President and Chief Financial Officer, CCC Information Services Group Inc., World Trade Center Chicago, 444 Merchandise Mart, Chicago, Illinois 60654, telephone number (312) 222-4636.

CERTAIN FORWARD-LOOKING STATEMENTS

    This prospectus (including the documents incorporated by reference herein) contains certain forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) and information relating to us and/or the Trust that is based on the beliefs of management as well as assumptions made by, and information currently available to, our management. When used in this prospectus or any prospectus supplement, the words "anticipate," "believe," "estimate," "expect," "intend," "plan" and similar expressions, as they relate to us or our management, identify forward-looking statements. Such statements, which include, without limitation, the matters set forth herein or in any prospectus supplement under the caption "CCC Information Services Group Inc.," reflect our views with respect to future events over which we have no or incomplete control. In addition, realization of the expected outcomes is subject to certain risks. These forward-looking statements also are subject to uncertainties and assumptions relating to our operations and results of operations. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results or outcomes may vary materially from those described herein, or in any prospectus supplement, as anticipated, believed, estimated, expected, intended, planned (or words of similar import).

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SUMMARY

    This summary calls your attention to selected information about us and our business, but may not contain all the information that is important to you. This summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements, including the notes thereto, appearing elsewhere in this prospectus or incorporated herein by reference. In this prospectus, we frequently use the terms "the Company," "we" and "our" to refer to CCC Information Services Group Inc. and our subsidiaries.

CCC INFORMATION SERVICES GROUP INC.

    CCC Information Services Group Inc., incorporated in Delaware in 1983 and headquartered in Chicago, Illinois, is a holding company that operates through its wholly owned subsidiary, CCC Information Services Inc. CCC Information Services Inc. is comprised of various business segments, including CCC U.S., CCC International and DriveLogic, and shared service groups that provide product development, management information systems, legal, finance and administration services. We automate the process of evaluating and settling automobile physical damage claims, which allows our customers to integrate estimate information, labor time and cost, and various other calculations derived from our extensive databases, electronic images, documents and other related information into organized electronic workfiles. We develop, market and supply a variety of automobile claims services which enable customers in the automobile claims industry, including automobile insurance companies, collision repair facilities, independent appraisers, automobile dealers and consumers, to manage the automobile claims and vehicle restoration process. Our primary products and services are TOTAL LOSS and PATHWAYS, which provide our customers with access to various automobile information databases and claims management software.

    Our principal executive offices are located at World Trade Center Chicago, 444 Merchandise Mart, Chicago, Illinois 60654, and our telephone number is (312) 222-4636. We maintain a website at www.cccis.com where general information about us is available. We are not incorporating the contents of the website into this prospectus.

CCCISG CAPITAL TRUST

    The Trust is a statutory business trust created under Delaware law pursuant to:

•

the declaration of trust executed by the Company, as sponsor of the Trust, and



•

a certificate of trust filed with the Delaware Secretary of State.

    The declaration of trust will be amended and restated in its entirety (as so amended and restated, the "Declaration") substantially in the form filed as an exhibit to the registration statement of which this prospectus forms a part.

    The Declaration will be qualified as an indenture under the Trust Indenture Act of 1939, as amended.

    The Trust may offer to the public, from time to time, trust preferred securities representing preferred beneficial interests in itself, as well as subscription rights to purchase such trust preferred securities.

    The Trust exists for the exclusive purposes of:

•

issuing and selling its trust common securities and trust preferred securities,



•

using the proceeds from the sale of those trust common securities and trust preferred securities to acquire a series of Subordinated Debt Securities issued by the Company and

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•

engaging in only those other activities necessary or incidental to the above activities (such as registering the transfer of the trust common securities and the trust preferred securities).

    The Trust will sell trust common securities representing undivided beneficial ownership interests in itself to the Company and trust preferred securities representing undivided beneficial ownership interests in itself to the public.

    When the Trust sells its trust preferred securities to the public, it will use the money it receives, together with the money it receives from the sale of its trust common securities, to buy a series of the Company's Subordinated Debt Securities. The payment terms of those Subordinated Debt Securities will be virtually the same as the terms of the Trust's trust preferred securities.

    The Trust will own only the applicable series of Subordinated Debt Securities it purchases from the Company with the money it receives from the sale of its trust common securities and trust preferred securities. The only ongoing source of funds for the Trust will be the payments it receives from the Company on those Subordinated Debt Securities. The Trust will use those funds to make cash payments to holders of the trust preferred securities.

    The Trust will also have the right to be reimbursed by the Company for certain expenses.

    All of the trust common securities will be owned by the Company. The trust common securities will rank equally, and payments will be made on such securities pro rata, with the trust preferred securities of the Trust, except that upon the occurrence and continuance of an event of default under the Declaration resulting from an event of default under the Indenture, the rights of the Company, as holder of the trust common securities, to payment in respect of distributions and payments upon liquidation or redemption will be subordinated to the rights of the holders of the trust preferred securities. See "Description of the Securities to be Offered—Description of Trust Preferred Securities." The Company will acquire trust common securities in an aggregate liquidation amount equal to not less than 3% of the total capital of the Trust, except as set forth in any applicable prospectus supplement.

    The prospectus supplement relating to any trust preferred securities will contain the details of the cash distributions to be made periodically to the holders of the trust preferred securities.

    Under certain circumstances, the Company may redeem the Subordinated Debt Securities which it sold to the Trust. If the Company does this, the Trust will redeem a like amount of the trust preferred securities which it sold to the public and the trust common securities which it sold to the Company.

    Under certain circumstances, the Company may terminate the Trust and cause the Subordinated Debt Securities sold to the Trust to be distributed to the holders of the related trust preferred securities. If this happens, owners of those trust preferred securities will no longer have any interest in the Trust and will only own the Subordinated Debt Securities.

    Unless otherwise specified in the applicable prospectus supplement:

•

The Trust will have a term of approximately 40 years from the date it issues its trust common securities and trust preferred securities but may terminate earlier as provided in the Declaration.



•

The Trust's business and affairs will be conducted by its trustees.



•

The trustees will be appointed by the Company as holder of the trust common securities.



•

The duties and obligations of the trustees are governed by the Declaration.



•

We anticipate that the trustees will be Wilmington Trust Company, as the issuer trustee and as the Delaware trustee, and one or more regular trustees who are employees or officers of, or affiliated with, the Company. The issuer trustee will act as sole indenture trustee under the Declaration for purposes of compliance with the Trust Indenture Act. The issuer trustee will also act as trustee under the guarantees and the Indenture. See "Description of the Securities to be

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Offered—Description of our Senior Debt Securities and Subordinated Debt Securities" and "—Description of Preferred Securities Guarantee."

•

The Company will pay all fees and expenses related to the Trust and the offering of the trust preferred securities and will pay, directly or indirectly, all ongoing costs, expenses and liabilities of the Trust.



•

No amendment or modification may be made to the Declaration which would adversely affect the rights or preferences of the trust common securities and trust preferred securities without the approval of the majority in liquidation amount of the trust common securities and trust preferred securities (which may be only the trust preferred securities or trust common securities if only that class is affected).

    The principal executive office of the Trust is World Trade Center Chicago, 444 Merchandise Mart, Chicago, Illinois 60654, and its telephone number is (312) 222-4636.

USE OF PROCEEDS

    Unless otherwise indicated in a supplement or supplements to this prospectus, the net proceeds we receive from the sale of the securities offered by this prospectus are expected to be used for general corporate purposes. The net proceeds received by the Trust from the sale of the trust common securities and the trust preferred securities will be used solely to purchase the Subordinated Debt Securities of the Company. See "CCCISG Capital Trust." Any specific allocation of the proceeds to a particular purpose that has been made at the date of any prospectus supplement will be described in that supplement.

RATIO OF EARNINGS TO FIXED CHARGES

    The following are our consolidated ratios of earnings to fixed charges for each of the periods indicated:

			Years Ended December 31,
	Three Months Ended March 31, 2001
			2000		1999		1998		1997		1996
Ratio of earnings to fixed charges	1.3	x	3.8	x	5.2	x	12.2	x	14.4	x	1.8	x

    We determined the earnings in the calculation of the ratio of earnings to fixed charges by increasing income from continuing operations before federal income taxes by an amount equal to fixed charges.

DESCRIPTION OF THE SECURITIES TO BE OFFERED

    We may offer and sell from time to time, in one or more offerings, Common Stock, Preferred Stock, Debt Securities, warrants to purchase the foregoing or subscription rights to purchase the foregoing and/or the Trust may sell from time to time, in one or more offerings, trust preferred securities and subscription rights to purchase such trust preferred securities, in a dollar amount that does not exceed $100,000,000 in the aggregate. We may offer these securities in one or more separate classes or series, in amounts, at prices and on terms to be determined by market conditions at the time of sale and to be set forth in a prospectus supplement. This prospectus contains only a summary of the securities we and the Trust may offer. The specific terms of any securities actually offered for sale, together with the terms of that offering, the initial price and the net proceeds to the Company and/or the Trust from the sale of such securities, will be set forth in an accompanying prospectus supplement. That prospectus supplement also will contain information, where applicable, about material United States federal income tax considerations relating to the securities, and the securities exchange, if any,

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on which the securities will be listed. This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement.

Description of Our Capital Stock

    The following summary of our Common Stock and Preferred Stock is not meant to be a complete description and is qualified in its entirety by reference to our Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation"), our Second Amended and Restated By-Laws (the "Bylaws") and the Delaware General Corporation Law (the "DGCL"). We will describe the specific terms of any common stock or preferred stock we may offer in a prospectus supplement. The specific terms we describe in a prospectus supplement may differ from the terms we describe below.

    Our authorized capital stock currently consists of 40,000,000 shares of Common Stock, par value $0.10 per share, and 100,000 shares of Preferred Stock, par value $1.00 per share.

    Our Preferred Stock may be issued from time to time in one or more series with such designations, preferences and rights of the shares of such series and the qualifications, limitations or restrictions thereon, including, but not limited to, dividend rights, dividend rate or rates, conversion rights, voting rights, rights and terms of redemption and the liquidation preference established by our Board of Directors, without approval of the stockholders, pursuant to the provisions of the Certificate of Incorporation. The issuance of Preferred Stock may have the effect of delaying, deferring or preventing a change in control without further action by our stockholders.

Common Stock

    As of June 29, 2001, we had 21,803,063 shares of Common Stock issued and outstanding.

Dividends

    Subject to the rights of the holders of Preferred Stock, our Common Stock holders are entitled to receive dividends and other distributions in cash, stock or property, when, as and if declared by the Board of Directors out of our assets or funds legally available therefor and shall share equally on a per share basis in all such dividends and other distributions.

Voting Rights

    For all matters submitted to a vote of the stockholders, each holder of Common Stock is entitled to one vote for each share registered in his or her name. In addition, any action required to be taken by the stockholders may be taken without a meeting if a consent in writing setting forth the action to be taken is signed by the holders of the outstanding stock having at least the minimum number of votes that would be necessary to take the action at a meeting at which all shares entitled to vote thereon were present and voted. Subject to any voting rights which may be granted to holders of Preferred Stock, any action submitted to stockholders is approved if the number of votes cast in favor of such action exceeds the number of votes required by the provisions of the Certificate of Incorporation or by applicable law, subject to applicable quorum requirements. See "Description of Our Capital Stock—Preferred Stock" for details regarding the voting rights of our Series F Preferred Stock.

Miscellaneous

    The holders of Common Stock have no preemptive rights, cumulative voting rights or conversion rights, and the Common Stock is not subject to redemption.

    The transfer agent and registrar for our Common Stock is Computershare Investor Services, L.L.C.

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    All shares of Common Stock offered pursuant to a prospectus supplement, or issuable upon conversion of, exchange for, or exercise of the securities offered by this prospectus, will, when issued, be fully paid and non-assessable. Our Common Stock is traded on the Nasdaq National Market under the symbol "CCCG."

Preferred Stock

    The following description of the Preferred Stock sets forth certain general terms and provisions of the Preferred Stock to which any prospectus supplement may relate. The statements below describing the Preferred Stock are in all respects subject to and qualified in their entirety by reference to the applicable provisions of the Certificate of Incorporation (including any future amendments thereto) and the Bylaws (including any future amendments thereto).

    As of June 29, 2001, we had 100 shares of Series F Preferred Stock issued and outstanding. There were no other shares of Preferred Stock issued and outstanding as of such date.

    The Company's Series F Preferred Stock, par value $1.00 per share (the "Series F Preferred Stock"), was issued in connection with the Company's sale of warrants to purchase its Common Stock (the "Common Stock Warrants") in a previous financing transaction. Holders of the Series F Preferred Stock are not entitled to receive dividends but are entitled to vote on all matters voted on by the holders of the Common Stock, voting together as a single class. With respect to any such vote, each share of Series F Preferred Stock entitles the holder thereof to cast 12,000 votes. As the Common Stock Warrants are exercised for shares of Common Stock, the number of votes per share of Series F Preferred Stock will decrease accordingly, such that, at any given time, each share of Series F Preferred Stock will have a number of votes that equals the aggregate number of shares of Common Stock for which the Common Stock Warrants are then exercisable divided by 100. Upon the earlier of the date that the Common Stock Warrants are exercised in full or February 23, 2006 (the Common Stock Warrant expiration date), the Series F Preferred Stock will cease to have any voting rights, and those shares will be forfeited.

General

    Subject to limitations prescribed by the DGCL and the Certificate of Incorporation, our Board of Directors is authorized to fix the number of shares constituting each series of Preferred Stock and the designations, preferences and relative or special rights and qualifications, limitations or restrictions thereof, including such provisions as may be desired concerning voting, redemption, dividends, dissolution or the distribution of assets, conversion or exchange, and such other subjects or matters as may be fixed by resolution of our Board of Directors. The Preferred Stock will, when issued, be fully paid and non-assessable.

    Reference is made to the prospectus supplement relating to the series of Preferred Stock offered thereby for specific terms, including: (i) the series and title, if any, of such Preferred Stock; (ii) the number of shares of such Preferred Stock offered and the liquidation preference per share and the initial offering price, if any, of such Preferred Stock; (iii) the dividend rate(s), period(s) and/or payment date(s) or method(s) of calculation thereof applicable to such Preferred Stock; (iv) whether dividends on such Preferred Stock shall be cumulative or not and, if cumulative, the date from which dividends on such Preferred Stock shall accumulate; (v) any voting rights granted to the holders of such Preferred Stock or required by law; (vi) the procedures for any auction and remarketing, if any, for such Preferred Stock; (vii) provisions for a sinking fund, if any, for such Preferred Stock; (viii) provisions for redemption, if applicable, of such Preferred Stock; (ix) any listing of such Preferred Stock on any securities exchange; (x) the terms and conditions, if applicable, upon which such Preferred Stock will be convertible into or exchangeable for other securities or rights, or a combination of the foregoing, including the name of the issuer of such securities or rights, the conversion or exchange price or rate

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(or manner of calculation thereof) and the conversion or exchange date(s) or period(s); (xi) a discussion of certain material U.S. federal income tax considerations applicable to such Preferred Stock; and (xiii) any other material terms, preferences, rights, limitations or restrictions of such Preferred Stock.

Rank

    Unless otherwise specified in any prospectus supplement, our Preferred Stock will, with respect to dividend rights and rights upon our liquidation, dissolution or winding-up, rank (i) senior to all the Common Stock and to all of our equity securities the terms of which provide that such equity securities are subordinated to our Preferred Stock; (ii) on a parity with all of our equity securities other than those referred to in clauses (i) and (iii); and (iii) junior to all of our equity securities which the terms of such Preferred Stock provide will rank senior to it.

Dividends

    Our holders of Preferred Stock of each series will be entitled to receive, when, as and if declared by our Board of Directors, out of our assets legally available for payment, cash, property or stock dividends at such rates and on such dates as will be set forth in the applicable prospectus supplement. Each such dividend shall be payable to holders of record as they appear on our stock transfer books on the record dates as shall be fixed by our Board of Directors.

    Dividends on any series of the Preferred Stock may be cumulative or non-cumulative, as provided in the applicable prospectus supplement. Dividends, if cumulative, will accumulate from and after the date set forth in the applicable prospectus supplement. If our Board of Directors fails to declare a dividend payable on a dividend payment date on any series of the Preferred Stock for which dividends are non-cumulative, then the holders of that series of the Preferred Stock will have no right to receive a dividend in respect of the dividend period ending on such dividend payment date, and we will have no obligation to pay the dividend accrued for that period, whether or not dividends on that series are declared payable on any future dividend payment date.

    If any shares of the Preferred Stock of any series are outstanding, no full dividends shall be declared or paid or set apart for payment on our Preferred Stock of any other series ranking, as to dividends, on parity with or junior to the Preferred Stock of such series for any period unless (i) if such series of Preferred Stock has a cumulative dividend, full cumulative dividends on the Preferred Stock of such series have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for payment for all past dividend periods and the then current dividend period or (ii) if such series of Preferred Stock does not have a cumulative dividend, full dividends on the Preferred Stock of such series have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment for the then current dividend period ((i) and (ii) are hereinafter collectively referred to as "all required dividends are paid"). When dividends are not paid in full (or a sum sufficient for such full payment is not so set apart) upon the shares of Preferred Stock of any series and the shares of any other series of Preferred Stock ranking on a parity as to dividends with the Preferred Stock of such series, all dividends declared upon shares of Preferred Stock of such series and any other series of Preferred Stock ranking on a parity as to dividends with such Preferred Stock shall be declared pro rata so that the amount of dividends declared per share on the Preferred Stock of such series and such other series of Preferred Stock shall in all cases bear to each other the same ratio that accrued and unpaid dividends per share on the shares of Preferred Stock of such series (which shall not include any accumulation in respect of unpaid dividends for prior dividend periods if such Preferred Stock does not have a cumulative dividend) and such other series of Preferred Stock bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on Preferred Stock of such series which may be in arrears.

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    Except as provided in the immediately preceding paragraph, unless all required dividends are paid, no dividends (other than in Common Stock or other stock ranking junior to the Preferred Stock of such series as to dividends and upon our liquidation, dissolution or winding-up) shall be declared or paid or set aside for payment or other distribution shall be declared or made upon the Common Stock or any other of our stock ranking junior to or on parity with the Preferred Stock of such series as to dividends or upon liquidation, nor shall any Common Stock or any of our other capital stock ranking junior to or on parity with the Preferred Stock of such series as to dividends or upon liquidation, dissolution or winding-up of the Company be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any shares of any such stock) (except by conversion into or exchange for any of our other stock ranking junior to the Preferred Stock of such series as to dividends and upon our liquidation, dissolution or winding-up).

    Any dividend payment made on shares of a series of Preferred Stock shall first be credited against the earliest accrued but unpaid dividend due with respect to shares of such series which remains payable.

Redemption

    If so provided in the applicable prospectus supplement, the shares of Preferred Stock will be subject to mandatory redemption or redemption at our option, as a whole or in part, in each case upon the terms, at the times and at the redemption prices set forth in such prospectus supplement.

    The prospectus supplement relating to a series of Preferred Stock that is subject to mandatory redemption will specify the number of shares of such Preferred Stock that shall be redeemed by us in each year commencing after a date to be specified, at a redemption price per share to be specified, together with an amount equal to all accumulated and unpaid dividends thereon (which shall not, if such Preferred Stock does not have a cumulative dividend, include any accumulation in respect of unpaid dividends for prior dividend periods) to the date of redemption. The redemption price may be payable in cash or other property, as specified in the applicable prospectus supplement. If the redemption price for Preferred Stock of any series is payable only from the net proceeds of the issuance of our stock, the terms of such Preferred Stock may provide that, if no such stock shall have been issued or to the extent the net proceeds from any issuance are insufficient to pay in full the aggregate redemption price then due, such Preferred Stock shall automatically and mandatorily be converted into shares of our applicable stock pursuant to conversion provisions specified in the applicable prospectus supplement.

Liquidation Preference

    Upon any voluntary or involuntary liquidation, dissolution or winding-up of us, then, before any distribution or payment shall be made to the holders of the Common Stock or any other class or series of our stock ranking junior to such series of Preferred Stock in the distribution of assets upon any liquidation, dissolution or winding-up of us, the holders of each series of Preferred Stock shall be entitled to receive out of our assets legally available for distribution to stockholders liquidating distributions in the amount of the liquidation preference per share (set forth in the applicable prospectus supplement), plus an amount equal to all dividends accrued and unpaid thereon (which shall not include any accumulation in respect of unpaid dividends for prior dividend periods if such series of Preferred Stock does not have a cumulative dividend). After payment of the full amount of the liquidating distributions to which they are entitled, the holders of such series of Preferred Stock will have no right or claim to any of our remaining assets. In the event that, upon any voluntary or involuntary liquidation, dissolution or winding-up of us, our legally available assets are insufficient to pay the amount of the liquidating distributions on all outstanding shares of such series of Preferred Stock and the corresponding amounts payable on all shares of other series of our stock ranking on a

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parity with such series of Preferred Stock in the distribution of assets upon any liquidation, dissolution or winding-up of us, then the holders of such class or series of Preferred Stock and all other such classes or series of stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.

    If liquidating distributions shall have been made in full to all holders of shares of such series of Preferred Stock, our remaining assets shall be distributed among the holders of any other series of stock ranking junior to such series of Preferred Stock upon any liquidation, dissolution or winding-up of us, according to their respective rights and preferences and in each case according to their respective number of shares.

    For such purposes, neither the consolidation or merger of us with or into any other company nor the sale, lease, transfer or conveyance of all or substantially all of our property or business shall be deemed to constitute our liquidation, dissolution or winding-up.

Voting Rights

    Holders of such series of Preferred Stock will not have any voting rights, except as set forth below (unless otherwise specified in a prospectus supplement) or as otherwise from time to time required by law or as indicated in the applicable prospectus supplement.

    Unless provided otherwise for any series of Preferred Stock, so long as any shares of Preferred Stock remain outstanding, we shall not, without the affirmative vote or consent of the holders of at least a majority of the shares of each series of Preferred Stock outstanding at the time, given in person or by proxy, either in writing or at a meeting (such series voting separately as a class), (i) authorize or create, or increase the authorized or issued amount of, any class or series of stock ranking senior to such series of Preferred Stock with respect to payment of dividends or the distribution of assets upon our liquidation, dissolution or winding-up or reclassify any of our authorized stock into any such shares, or create, authorize or issue any obligation or security convertible into or exchangeable for, or evidencing the right to purchase, any such shares; or (ii) amend, alter or repeal the provisions of the Certificate of Incorporation in respect of such series of Preferred Stock, whether by merger, consolidation or otherwise, so as to materially and adversely affect any right, preference, privilege or voting power of such series of Preferred Stock or the holders thereof; provided, however, that any increase in the amount of the authorized Preferred Stock or the creation or issuance of any other series of Preferred Stock, or any increase in the amount of authorized shares of such series, in each case ranking on a parity with or junior to the Preferred Stock of such series with respect to payment of dividends and the distribution of assets upon liquidation, dissolution or winding-up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

    The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required shall be effected, all outstanding shares of such series of Preferred Stock shall have been redeemed or called for redemption upon proper notice and sufficient funds shall have been irrevocably deposited in trust to effect such redemption.

Conversion Rights

    The terms and conditions, if any, upon which shares of any series of Preferred Stock are convertible into or exchangeable for other securities or rights of us or other issuers, including, without limitation, Common Stock, Debt Securities or another series of Preferred Stock, or any combination of the foregoing, will be set forth in the applicable prospectus supplement relating thereto. Such terms will include the name of the issuer of such other securities or rights and the number or principal amount of the securities or rights into which the Preferred Stock is convertible or exchangeable, the conversion or exchange price or rate (or manner of calculation thereof), the conversion or exchange date(s) or period(s), provisions as to whether the conversion or exchange will be at the option of the holders of

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such series of Preferred Stock or at our option and the events requiring an adjustment of the conversion or exchange price or rate.

Anti-Takeover Provisions

    The Company is not subject to the provisions of Section 203 of the DGCL. This section provides, with certain exceptions, that a Delaware corporation may not engage in any of a broad range of business combinations with a person or an affiliate, or associate of such person, who is an interested stockholder for a period of three years from the date that such person became an interested stockholder.

    A corporation may, at its option, exclude itself from the coverage of Section 203 by amending its certificate of incorporation or bylaws by action of its stockholders to exempt itself from coverage, provided that such bylaw or certificate of incorporation amendment shall not become effective until twelve months after the date it is adopted. The Certificate of Incorporation excludes us from the coverage of Section 203.

Description of Subscription Rights of CCC Information Services Group Inc.

    We may issue to our stockholders rights to purchase our Common Stock, Preferred Stock, Debt Securities or Warrants. These rights may be issued independently or together with any other security offered hereby and may or may not be transferable by the stockholder receiving the rights in the rights offering. In connection with any rights offering, we may enter into a standby underwriting arrangement with one or more underwriters pursuant to which the underwriters will purchase any securities remaining unsubscribed for after the rights offering.

    The applicable prospectus supplement will describe the specific terms of any rights offering for which this prospectus is being delivered, including the following:

•

the exercise price for the rights;



•

the number of rights issued to each stockholder;



•

the extent to which the rights are transferable;



•

any other terms of the rights, including terms, procedures and limitations relating to the exchange and exercise of the rights;



•

the date on which the right to exercise the rights shall commence, and the date on which the right shall expire;



•

the extent to which the right includes an over-subscription privilege with respect to unsubscribed securities; and



•

if applicable, the material terms of any standby underwriting arrangement entered into by us in connection with the rights offering.

    The Company amended its credit facility on April 17, 2001 (the "Amendment"). Pursuant to the Amendment, the Company is required to raise an additional $25,000,000 of capital prior to September 30, 2001. On or before June 30, 2001, the Company must (i) provide their lenders with one or more signed letters of intent providing for such additional capital contribution (collectively, Alternative Financing Proposals) or (ii) file a registration statement for an equity rights offering to be completed by September 30, 2001. This prospectus is being filed as part of a registration statement in compliance with the provisions of the Company's credit facility as previously described. In the event the Company decides not to proceed with an Alternative Financing Proposal, the Company may proceed with an equity rights offering, the terms of which will be set forth in a prospectus supplement to this

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prospectus. The proceeds raised in any such rights offering will be used to make the capital contribution required by the Amendment.

Description of Warrants

    We may issue Warrants to purchase Debt Securities, Preferred Stock or Common Stock (collectively, the "Underlying Warrant Securities"), and such Warrants may be issued independently or together with any such Underlying Warrant Securities and may be attached to or separate from such Underlying Warrant Securities. Each series of Warrants will be issued under a separate warrant agreement (each, a "Warrant Agreement") to be entered into between us and a warrant agent ("warrant agent"). The warrant agent will act solely as our agent in connection with the Warrants of such series and will not assume any obligation or relationship of agency for or with holders or beneficial owners of Warrants.

    The applicable prospectus supplement will describe the specific terms of any Warrants offered thereby, including: (i) the title of such Warrants; (ii) the aggregate number of such Warrants; (iii) the price or prices at which such Warrants will be issued; (iv) the currency or currencies, including composite currencies, in which the exercise price of such Warrants may be payable; (v) the designation and terms of the Underlying Warrant Securities purchasable upon exercise of such Warrants; (vi) the price at which the Underlying Warrant Securities purchasable upon exercise of such Warrants may be purchased; (vii) the date on which the right to exercise such Warrants shall commence and the date on which such right shall expire; (viii) whether such Warrants will be issued in registered form or bearer form; (ix) if applicable, the minimum or maximum amount of such Warrants which may be exercised at any one time; (x) if applicable, the designation and terms of the Underlying Warrant Securities with which such Warrants are issued and the number of such Warrants issued with each such Underlying Warrant Security; (xi) if applicable, the date on and after which such Warrants and the related Underlying Warrant Securities will be separately transferable; (xii) information with respect to book-entry procedures, if any; (xiii) if applicable, a discussion of certain United States federal income tax considerations; and (xiv) any other terms of such Warrants, including terms, procedures and limitations relating to the exchange and exercise of such Warrants.

Description of Our Senior Debt Securities and Subordinated Debt Securities

    Our Senior Debt Securities and Subordinated Debt Securities (collectively, "Debt Securities"), consisting of notes or other evidences of indebtedness, may be issued from time to time in one or more series under a Debt Indenture (the "Indenture") between us and the named trustee. The trustee under the Indenture is referred to hereinafter as the "indenture trustee."

    The following description summarizes the material terms of the Indenture and Debt Securities and is qualified in its entirety by reference to the detailed provisions of the Debt Securities and the Indenture, which will contain the full text of these provisions and other information regarding the Debt Securities, including definitions of some of the terms used in this prospectus. Wherever particular sections are defined or defined terms of the Indenture are referred to, these sections or defined terms are incorporated herein by reference as part of the statement made, and the statement is qualified in its entirety by such reference. The specific terms we describe in any prospectus supplement may differ from the terms we describe below.

General

    The Indenture will not limit the aggregate principal amount of Debt Securities that may be issued and will provide that Debt Securities may be issued from time to time in one or more series and may be denominated and payable in U.S. dollars, foreign currencies or currency units.

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    The specific terms of a series of Debt Securities will be established in or pursuant to a resolution of our Board of Directors or in one or more indentures supplemental to the Indenture (each, an "Indenture Supplement"). Pursuant to the Indenture, we will be able to establish different rights with respect to each series of Debt Securities issued under such Indenture, including, pursuant to an Indenture Supplement, different covenants and events of default.

    The applicable prospectus supplement will provide information regarding the specific terms of the Debt Securities, including: (i) the classification as senior or subordinated Debt Securities and the specific title and designation, aggregate principal amount (including any limit thereon), purchase price and denominations of those Debt Securities; (ii) currency in which principal of, premium, if any, on and/or any interest on those Debt Securities will or may be payable; (iii) the date or dates on which the principal of those Debt Securities is payable or the method of determining the same, if applicable; (iv) the rate or rates (which may be fixed or variable) at which those Debt Securities will bear interest, if any, or the method of determining interest payment dates, if applicable; (v) the date or dates from

which such interest, if any, will accrue or the method of determining interest payments dates, if applicable, the interest payment dates, if any, on which interest will be payable or the manner of determining the same, if applicable, and the record dates for the determination of holders to whom interest is payable on those Debt Securities; (vi) the place or places where the principal of and premium, if any, on and interest on the Debt Securities will be payable; (vii) any redemption, repayment or sinking fund provisions; (viii) whether those Debt Securities are convertible into or exchangeable for our Common Stock or other securities or rights of us or other issuers and, if so, the applicable conversion or exchange terms and conditions; (ix) whether the Debt Securities will be issuable in registered form ("Registered Debt Securities") or bearer form ("Bearer Debt Securities") or both and, if Bearer Debt Securities are issuable, any restrictions applicable to the place of payment of any principal of and premium, if any, on and interest on those Bearer Debt Securities, to the exchange of one form for another and to the offer, sale and delivery of those Bearer Debt Securities (except that under current United States federal income tax law, Registered Debt Securities will not be exchangeable into Bearer Debt Securities); (x) any applicable material United States federal income tax consequences, including those related to the Debt Securities issued at a discount below their stated principal amount; (xi) the proposed listing, if any, of the Debt Securities on any securities exchange or market; and (xii) any other specific terms pertaining to the Debt Securities, whether in addition to, or modification or deletion of, the terms described herein.

    Unless otherwise specified in a prospectus supplement, Registered Debt Securities will be issued only in denominations of U.S. $1,000 and any integral multiple thereof.

    Debt Securities will bear interest, if any, at a fixed rate or a floating rate. Debt Securities bearing no interest or interest at a rate that at the time of issuance is below the prevailing market rate will be sold at a discount below their stated principal amount. Special United States federal income tax considerations applicable to any discounted Debt Securities or to Debt Securities issued at par which are treated as having been issued at a discount for United States federal income tax purposes will be described in the relevant prospectus supplement.

Registration and Transfer

    Debt Securities may be presented for exchange and Registered Debt Securities may be presented for transfer in the manner, at the places and subject to the restrictions described in the applicable prospectus supplement. These services will be provided without charge, other than any tax or other governmental charge payable in connection therewith, but subject to the limitations described in the applicable prospectus supplement. Bearer Debt Securities and the related coupons, if any, will be transferable by delivery.

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Global Debt Securities

    Registered Debt Securities of a series may be issued in the form of one or more global securities (a "Global Security") that will be deposited with, or on behalf of, a depositary (a "Depositary") or with a nominee for a Depositary identified in the prospectus supplement relating to that series. In that case, one or more Global Securities will be issued in a denomination or aggregate denominations equal to the portion of the aggregate principal amount of outstanding Registered Debt Securities of the series to be represented by the Global Security or Securities. Unless and until it is exchanged in whole for Registered Debt Securities in definitive registered form, a Global Security may not be transferred except as a whole by the Depositary for the Global Security to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor of the Depositary or a nominee of such successor.

    Bearer Debt Securities of a series may also be issued in the form of one or more Global Securities (a "Bearer Global Security") that will be deposited with a Depositary for Euroclear System and Cedel Bank, S.A., or with a nominee for the Depositary identified in the prospectus supplement relating to that series. The specific terms and procedures, including the specific terms of the depositary arrangement and any specific procedures for the issuance of Debt Securities in definitive form in exchange for a Bearer Global Security, with respect to any portion of a series of Debt Securities to be represented by a Bearer Global Security will be described in the prospectus supplement relating to that series.

    The specific terms of the depositary arrangement with respect to any portion of a series of Debt Securities to be represented by a Global Security will be described in the prospectus supplement relating to that series. However, except for Debt Securities issued in foreign currencies, unless otherwise specified in the applicable prospectus supplement, The Depository Trust Company ("DTC") will be the Depositary, and the following depositary arrangements will apply.

    DTC has advised us that DTC is a limited-purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the Uniform Commercial Code and a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities for its participating organizations (collectively, the "Participants") and to facilitate the clearance and settlement of transactions in those securities between Participants through electronic book-entry changes in accounts of its Participants, thereby eliminating the need for physical movement of certificates. The Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Access to DTC's system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the "Indirect Participants"). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interest and transfer of ownership interest of each actual purchaser of each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.

    DTC has also advised us that, pursuant to procedures established by it, (i) upon deposit of a Global Security representing Debt Securities, DTC will credit the accounts of the designated Participants with the applicable portions of the principal amount of such Debt Securities and (ii) ownership of beneficial interests in a Global Security representing Debt Securities will be shown on, and the transfer of ownership thereof will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interests).

    Investors in a Global Security representing Debt Securities may hold their interests therein directly through DTC if they are Indirect Participants or indirectly through organizations that are Indirect

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Participants. All beneficial interests in a Global Security representing Debt Securities will be subject to procedures and requirements of DTC. The laws of some states require that certain persons take physical delivery of securities that they own in definitive form. Consequently, the ability to transfer beneficial interests in a Global Security representing Debt Securities to such persons will be limited to that extent. Because DTC can act only on behalf of Participants, which in turn act on behalf of Indirect Participants and certain banks, the ability of a person having beneficial interests in a Global Security representing Debt Securities to pledge such interests to persons or entities that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

    Payments in respect of a Global Security representing Debt Securities will be payable in same-day funds by the indenture trustee to Cede & Co. as nominee of DTC in its capacity as the holder thereof under the Indenture. Under the terms of the Indenture, the indenture trustee will treat the persons in whose names Debt Securities, including a Global Security representing Debt Securities, are registered as the owners thereof for the purpose of receiving such payments and for any and all other purposes whatsoever. Consequently, neither the indenture trustee nor any agent thereof has or will have any responsibility or liability for (i) any aspect of DTC's records or any Participant's or Indirect Participant's records relating to or payments made on account of beneficial interests in a Global Security representing Debt Securities, or for maintaining, supervising or reviewing any of DTC's records or any Participant's or Indirect Participant's records relating to the beneficial interests in a Global Security representing Debt Securities or (ii) any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants. DTC has advised us that its current practice, upon receipt of any payment in respect of securities, such as a Global Security representing Debt Securities, is to credit the accounts of the relevant Participants with the payment on the payment date, in amounts proportionate to their respective holdings in principal amount of beneficial interests in the relevant security as shown on the records of DTC unless DTC has reason to believe it will not receive payment on such payment date. Payments by the Participants and the Indirect Participants to the owners of beneficial interests in a Global Security representing Debt Securities will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be our responsibility or the responsibility of DTC or the indenture trustee. Neither we nor the indenture trustee will be liable for any delay by DTC or any of its Participants in identifying the owners of beneficial interests in a Global Security representing Debt Securities, and we and the indenture trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

    Beneficial interests in a Global Security representing Debt Securities will trade in DTC's Same-Day Funds Settlement System, and secondary market trading activity in such interests will therefor settle in immediately available funds, subject in all cases to the rules and procedures of DTC, the Participants and the Indirect Participants.

    Conveyance of notices and other communications by DTC to Participants, by Participants to Indirect Participants and by Participants and Indirect Participants to beneficial owners, and vice versa, will be governed by arrangements among them, subject to statutory or regulatory requirements as may be in effect from time to time. Neither we nor the indenture trustee will have any responsibility or liability with respect thereto.

    Prior to any redemption of Debt Securities covered by a Global Security, we will provide DTC with notices of redemption containing all information required by DTC's rules and procedures. Such notices will be provided to DTC for distribution to Participants within the time periods established by DTC. If less than the entire principal amount of Subordinated Debt Securities of a series represented by a Global Security is to be redeemed, DTC's practice is to determine by lot the amount of the interest of each Participant to be redeemed.

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    DTC has advised us that it will take any action permitted to be taken by a holder of Debt Securities only at the direction of one or more Participants to whose account with DTC interests in a Global Security representing Debt Securities are credited and only in respect of such portion of the principal amount of Debt Securities as to which such Participant or Participants has or have given such direction.

    The foregoing information concerning DTC and its book-entry system has been obtained from sources that we and the indenture trustee believe to be reliable, but neither we nor the indenture trustee takes responsibility for the accuracy thereof.

    Although DTC has agreed to the foregoing procedures to facilitate transfers of beneficial interests in a Global Security representing Debt Securities among Participants in DTC, it is under no obligation to follow or to continue to follow such procedures, and such procedures may be discontinued at any time. Neither we nor the indenture trustee will have any responsibility for the performance by DTC, the Participants or the Indirect Participants of their respective obligations under the rules and procedures governing DTC's operations.

    Under the Indenture, a Global Security representing Debt Securities will be exchangeable for Debt Securities in definitive form if (i) DTC (x) notifies us that it is unwilling or unable to continue as depositary therefor or (y) has ceased to be a clearing agency registered under the Exchange Act, and we thereupon fail to appoint a successor depositary within 90 days, (ii) we, in our sole discretion, elect to cause the issuance of our Debt Securities in definitive form or (iii) there shall have occurred and be continuing an Event of Default under the Indenture or any event which after notice or lapse of time or both would be an Event of Default under such Indenture.

Ranking

    Senior Debt Securities.  Payment of the principal of and premium, if any, on and interest on Senior Debt Securities will rank pari passu with all of our other unsecured and unsubordinated debt.

    Subordinated Debt Securities.  Payment of the principal of, premium, if any, and interest on Subordinated Debt Securities will, to the extent set forth in the Indenture, be subordinated in right of payment to the prior payment in full of all senior indebtedness. Upon any distribution to our creditors in a liquidation or dissolution of us or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding related to us or our property, in an assignment for the benefit of creditors or any marshalling of our assets and liabilities, the holders of all senior indebtedness will first be entitled to receive payment in full of all amounts due or to become due thereon before the holders of the Subordinated Debt Securities will be entitled to receive any payment in respect of the principal of, premium, if any, or interest on the Subordinated Debt Securities (except that holders of Subordinated Debt Securities may receive securities that are subordinated at least to the same extent as the Subordinated Debt Securities to senior indebtedness and any securities issued in exchange for senior indebtedness).

    Except as set forth in any applicable prospectus supplement, we also may not make any payment upon or in respect of the Subordinated Debt Securities (except in Subordinated Debt Securities) and may not acquire from the indenture trustee or the holder of any Subordinated Debt Securities for cash or property (other than securities subordinated to at least the same extent as the Subordinated Debt Securities to (i) senior indebtedness and (ii) any securities issued in exchange for senior indebtedness) until senior indebtedness has been paid in full if (i) a default in the payment of the principal of, premium, if any, or interest on senior indebtedness occurs and is continuing beyond any applicable period of grace, or (ii) any other default occurs and is continuing with respect to senior indebtedness that permits holders of the senior indebtedness as to which that default relates to accelerate its maturity and the indenture trustee receives a notice of that default (a "Payment Blockage Notice") from the representative or representatives of holders of at least a majority of principal amount of

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senior indebtedness then outstanding. Except as set forth in any applicable prospectus supplement, payments on the Subordinated Debt Securities may be resumed (i) in the case of a payment default, upon the date on which that default is cured or waived, or (ii) in the case of a default other than a non-payment default, the number of days after the date on which the applicable Payment Blockage Notice is received as provided in the relevant prospectus supplement unless the maturity of any senior indebtedness has been accelerated. Except as set forth in any applicable prospectus supplement, no new period of payment blockage may be commenced within 360 days after the receipt by the indenture trustee of any prior Payment Blockage Notice. No default, other than a nonpayment default, that existed or was continuing on the date of delivery of any Payment Blockage Notice to the indenture trustee will be, or be made, the basis for a subsequent Payment Blockage Notice, unless that default has been cured or waived for a period of not less than the number of days set forth in the relevant prospectus supplement.

    In the event that the indenture trustee or any holder receives any payment of principal or interest with respect to the Subordinated Debt Securities at a time when payment is prohibited under the Indenture, the payment shall be held in trust for the benefit of, and immediately be paid over and delivered to, the holders of senior indebtedness or their representative as their respective interests may appear. After all senior indebtedness is paid in full and until the Subordinated Debt Securities are paid in full, holders will be subrogated (equally and ratably with all other indebtedness pari passu with the Subordinated Debt Securities) to the rights of holders of senior indebtedness to receive distributions applicable to senior indebtedness to the extent that distributions otherwise payable to the holders have been applied to the payment of senior indebtedness.

    In addition, because our operations are conducted primarily through our subsidiaries, claims of holders of indebtedness of our subsidiaries, as well as claims of regulators and creditors of our subsidiaries, will have priority with respect to the assets and earnings of our subsidiaries over the claims of our creditors including holders of the Subordinated Debt Securities. The Indenture will not limit the amount of additional indebtedness which any of our subsidiaries can create, incur, assume or guarantee.

    Because of these subordination provisions, in the event of our liquidation or insolvency or the liquidation or insolvency of any of our subsidiaries, holders of Subordinated Debt Securities may recover less, ratably, than the holders of senior indebtedness.

Payment and Paying Agents

    Unless otherwise indicated in the relevant prospectus supplement, payment of principal of and premium, if any, on and interest on Debt Securities will be made at the office of the indenture trustee or at the office of any other paying agent or paying agents as we may designate from time to time, except that at our option, payment of any interest may be made, except in the case of a Global Security representing Debt Securities, by (i) check mailed to the address of the person appearing in the applicable securities register or (ii) transfer to an account maintained by the person as specified in the securities register, provided that proper transfer instructions have been received by the relevant record date. Payment of any interest on any Debt Securities will be made to the person in whose name those Debt Securities are registered at the close of business on the record date for interest, except in the case of defaulted interest. We may at any time designate additional paying agents or rescind the designation of any paying agent; provided, however, we will at all times be required to maintain a paying agent in each place of payment for Debt Securities.

    Any moneys deposited with the indenture trustee or any paying agent, or then held by us in trust, for the payment of the principal of and premiums, if any, on or interest on any Debt Securities and remaining unclaimed for two years after such principal and premium, if any, or interest has become due and payable shall, at our request, be paid to us, and the holder of Debt Securities shall thereafter look, as a general unsecured creditor, only to us for payment.

17

Conversion Rights

    The terms and conditions, if any, on which Debt Securities are convertible into or exchangeable for our Common Stock or our other securities will be set forth in the relevant prospectus supplement. These terms will include the conversion or exchange price, the conversion or exchange date(s) or period(s), provisions as to whether conversion or exchange will be at our option or the option of the holder, the events requiring an adjustment of the conversion or exchange price and provisions affecting conversion or exchange in the event of the redemption of Debt Securities.

Merger, Consolidation and Sale of Assets

    The Indenture will prohibit us from consolidating with or merging with or into, or conveying, transferring or leasing all or substantially all our assets (determined on a consolidated basis), to any person unless: (i) either we are the successor company which results or survives or the successor company is a person organized and existing under the laws of the United States or any state thereof or the District of Columbia, and the successor company (if not us) expressly assumes by a supplemental indenture, executed and delivered to the indenture trustee, in form satisfactory to the indenture trustee, all of our obligations under the Indenture and Debt Securities, including the conversion rights described in any prospectus supplement, (ii) immediately after giving effect to the transaction, no event of default has happened and is continuing and (iii) we deliver to the indenture trustee an officers' certificate and an opinion of counsel, each stating that the transaction and the supplemental indenture, if any, comply with the Indenture.

Events of Default and Remedies

    An Event of Default will be defined in the Indenture as being:

•

default in payment of the principal of or premium, if any, on Debt Securities when due at maturity, upon redemption or otherwise, including our failure to purchase Debt Securities when required (whether or not such payment shall be prohibited by the subordination provisions of the Indenture);



•

default for 30 days in payment of any installment of interest on Debt Securities (whether or not such payment shall be prohibited by the subordination provisions of the Indenture); our default for 30 days after notice in the observance or performance of any other covenants in the Indenture;



•

or certain events involving our bankruptcy, insolvency or reorganization. The Indenture will provide that the indenture trustee may withhold notice to the holders of Debt Securities of any default (except in payment of principal, premium, if any, or interest with respect to Debt Securities) if the indenture trustee, in good faith, considers it in the interest of the holders of Debt Securities to do so.

    The Indenture will provide that if an Event of Default shall have occurred and be continuing, unless otherwise provided in a prospectus supplement, the indenture trustee or the holders of not less than 25% in principal amount of Debt Securities then outstanding may declare the principal of and premium, if any, on Debt Securities to be due and payable immediately.

    The holders of a majority in principal amount of Debt Securities then outstanding shall have the right to direct the time, method and place of conducting any proceedings for any remedy available to the indenture trustee, subject to certain limitations that will be specified in the Indenture. The Indenture will provide that, subject to the duty of the indenture trustee following an Event of Default to act with the required standard of care, the indenture trustee will not be under an obligation to exercise any of its rights or powers under such Indenture at the request or direction of any of the

18

holders, unless the indenture trustee receives satisfactory indemnity against any associated costs, liability or expense.

Satisfaction and Discharge; Defeasance

    The Indenture will cease to be of further effect as to all outstanding Debt Securities (except as to (i) rights of the holders of Debt Securities to receive payments of principal of, premium, if any, and interest on, the Debt Securities, (ii) rights of holders of Debt Securities to convert to Common Stock, (iii) any right of optional redemption, (iv) any rights of registration of transfer and exchange, (v) substitution of apparently mutilated, defaced, destroyed, lost or stolen Debt Securities, (vi) rights, obligations and immunities of the indenture trustee under the Indenture and (vii) rights of the holders of Debt Securities as beneficiaries of the Indenture with respect to the property so deposited with the indenture trustee payable to all or any of them) if (A) we will have paid or caused to be paid the principal of, premium, if any, and interest on Debt Securities as and when the same will have become due and payable or (B) all outstanding Debt Securities (except lost, stolen or destroyed Debt Securities which have been replaced or paid) have been delivered to the indenture trustee for cancellation or (C) (x) Debt Securities not previously delivered to the indenture trustee for cancellation will have become due and payable or are by their terms to become due and payable within one year or are to be called for redemption under arrangements satisfactory to the indenture trustee upon delivery of notice and (y) we will have irrevocably deposited with the indenture trustee, in trust, cash in an amount sufficient to pay principal of and interest on the outstanding Debt Securities, to maturity or redemption, as the case may be. Such trust may only be established if such deposit will not result in a breach or violation of, or constitute a default under, any agreement or instrument pursuant to which we are a party or by which we are bound and we have delivered to the indenture trustee an officers' certificate and an opinion of counsel, each stating that all conditions related to such defeasance have been complied with.

    The Indenture will also cease to be in effect (except as described in clauses (i) through (vii) in the immediately preceding paragraph) and the indebtedness on all outstanding Debt Securities will be discharged on a specified day set forth in the relevant prospectus supplement after our irrevocable deposit with the indenture trustee in trust, specifically pledged as security for, and dedicated solely to, the benefit of the holders of Debt Securities of cash, U.S. Government Obligations (as will be defined in the Indenture) or a combination thereof, in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the indenture trustee, to pay the principal of, premium, if any, and interest on Debt Securities then outstanding in accordance with the terms of the Indenture and Debt Securities ("legal defeasance"). Such legal defeasance may only be effected if (i) such deposit will not result in a breach or violation of, or constitute a default under, any agreement or instrument to which we are a party or by which we are bound, (ii) we have delivered to the indenture trustee an opinion of counsel stating that (A) we have received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of the Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, based thereon, the holders of Debt Securities will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge by us and will be subject to federal income tax on the same amount and in the same manner and at the same time as would have been the case if such deposit, defeasance and discharge had not occurred, (iii) we have delivered to the indenture trustee an opinion of counsel to the effect that after the specified day in the relevant prospectus supplement following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and (iv) we have delivered to the indenture trustee an officers' certificate and an opinion of counsel stating that all conditions related to the defeasance have been complied with.

19

    We may also be released from our obligations under the covenants described above under "—Merger, Consolidation and Sale of Assets" with respect to Debt Securities outstanding on the specified day in the relevant prospectus supplement after our irrevocable deposit with the indenture trustee, in trust, specifically pledged as security for, and dedicated solely to, the benefit of the holders of Debt Securities, of cash, U.S. Government Obligations or a combination thereof, in an amount sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in written certification thereof delivered to the indenture trustee, to pay the principal of, premium, if any, and interest on Debt Securities then outstanding in accordance with the terms of the Indenture and Debt Securities ("covenant defeasance"). Such covenant defeasance may only be effected if (i) such deposit will not result in a breach or violation of, or constitute a default under, any agreement or instrument to which we are a party or by which we are bound, (ii) we have delivered to the indenture trustee an officers' certificate and an opinion of counsel to the effect that the holders of Debt Securities will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance by us and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred, (iii) we have delivered to the indenture trustee an opinion of counsel to the effect that after the specified day in the relevant prospectus supplement following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and (iv) we have delivered to the indenture trustee an officers' certificate and an opinion of counsel stating that all conditions relating to the covenant defeasance have been complied with. Following such covenant defeasance, we will no longer be required to comply with the obligations described above under "—Merger, Consolidation and Sale of Assets" and will have no obligation to repurchase Debt Securities.

Modifications of the Indenture

    The Indenture will contain provisions permitting us and the indenture trustee, with the consent of the holders of not less than a majority in principal amount of Debt Securities at the time outstanding, to modify the Indenture or any supplemental indenture or the rights of the holders of Debt Securities, except that no such modification shall (i) extend the fixed maturity of any Debt Securities, reduce the rate or extend the time of payment of interest thereon, reduce the principal amount thereof or premium, if any, thereon, reduce any amount payable upon redemption thereof, change our obligation to repurchase of any Debt Securities upon the happening of a change of control, impair or affect the right of a holder to institute suit for the payment thereof, change the currency in which Debt Securities are payable, modify the subordination provisions of the Indenture in a manner adverse to the holders of Debt Securities or impair the right to convert d Debt Securities into our Common Stock subject to the terms set forth in the Indenture, without the consent of the holder of Debt Securities so affected or (ii) reduce the aforesaid percentage of Debt Securities, without the consent of the holders of all of Debt Securities then outstanding.

Governing Law

    The Indenture and Debt Securities will be governed by, and construed in accordance with, the laws of the State of New York.

Concerning the Indenture Trustee

    We anticipate appointing the indenture trustee as the paying agent, conversion agent, registrar and custodian with regard to the Subordinated Debt Securities. The indenture trustee and/or its affiliates may in the future provide banking and other services to us in the ordinary course of their respective businesses.

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Description of Trust Preferred Securities

    The trust preferred securities will be issued by CCCISG Capital Trust under the Declaration and will represent beneficial interests in the Trust. The holders of such beneficial interests will be entitled to a preference over the trust common securities of the Trust with respect to the payment of distributions and amounts payable on redemption of the trust preferred securities or the liquidation of the Trust under the circumstances described under "—Subordination of Trust Common Securities." The Declaration will be qualified under the Trust Indenture Act and is subject to, and governed by, the Trust Indenture Act. This summary of certain terms and provisions of the trust preferred securities and the Declaration does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all of the provisions of the trust preferred securities and the Declaration, including the definitions therein of certain terms and those made a part of the Declaration by the Trust Indenture Act.

    Reference is made to the prospectus supplement for a description of the specific terms of the trust preferred securities offered thereby, including:

•

the specific designation, number and purchase price of such trust preferred securities;



•

the annual distribution rate, or method of calculation of the distribution rate, for such trust preferred securities and, if applicable, the dates from which and upon which such distributions shall accumulate and be payable and the record dates therefor, and the maximum extension period for which such distributions may be deferred;



•

the liquidation amount per trust preferred security which shall be paid out of the assets of the Trust to the holders thereof upon voluntary or involuntary dissolution, winding-up and liquidation of the Trust;



•

the obligation or right, if any, of the Trust to purchase or redeem its trust preferred securities and the price or prices at which, the date or dates on which or period or periods within which and the terms and conditions upon which, such trust preferred securities shall or may be purchased or redeemed, in whole or in part, pursuant to such obligation or right;



•

the terms and conditions, if any, upon which such trust preferred securities may be converted or exchanged, in addition to the circumstances described herein, into other securities or rights, or a combination of the foregoing, including the name of the issuer of such securities or rights, the initial conversion or exchange price or rate per trust preferred security and the date or dates on which or period or periods within which such conversion or exchange may be effected;



•

if applicable, any securities exchange upon which such trust preferred securities shall be listed;



•

whether such trust preferred securities are issuable in book-entry form only and, if so, the identity of the depositary and disclosure relating to the depositary arrangements; and



•

any other rights, preferences, privileges, limitations or restrictions of such trust preferred securities consistent with the Declaration or with law which may differ from those described in this prospectus.

    Certain material United States federal income tax considerations applicable to any offering of trust preferred securities will also be described in the applicable prospectus supplement.

21

General

    The trust preferred securities of the Trust will rank equally, and payments will be made thereon pro rata, with the trust common securities of the Trust except as described under "—Subordination of Trust Common Securities." The proceeds from the sale of trust preferred securities and trust common securities by the Trust will be used by the Trust to purchase an aggregate principal amount of Subordinated Debt Securities of the Company equal to the aggregate liquidation amount of such trust preferred securities and trust common securities. Legal title to such Subordinated Debt Securities will be held by the property trustee of the Trust for the benefit of the holders of the related trust securities. In addition, the Company will execute a preferred securities guarantee for the benefit of the holders of the related trust preferred securities. The preferred securities guarantee will not guarantee payment of distributions or amounts payable on redemption of the trust preferred securities or liquidation of the Trust when it does not have funds legally available for the payment thereof. See "—Description of Preferred Securities Guarantee."

    The revenue of the Trust available for distribution to holders of its trust preferred securities will be limited to payments received under the related Subordinated Debt Securities which the Trust purchased with the proceeds from the sale of its trust securities. If the Company fails to make a required payment in respect of such Subordinated Debt Securities, the Trust will not have sufficient funds to make the related payments, including distributions, in respect of its trust preferred securities.

Deferral of Distributions

    So long as no note event of default has occurred and is continuing, the Company will have the right to defer the payment of interest on the Subordinated Debt Securities at any time or from time to time for up to the maximum extension period specified in the applicable prospectus supplement, provided that an extension period must end on an interest payment date and may not extend beyond the stated maturity of such Subordinated Debt Securities. If the Company elects to exercise such right, distributions on the related trust preferred securities will be deferred during any such extension period. Distributions to which holders of the trust preferred securities are entitled during any extension period will continue to accumulate additional distributions thereon. The Company has no current intention to exercise its right to defer payments of interest on the Subordinated Debt Securities the Company may issue and, accordingly, distributions on the related trust preferred securities.

Redemption

    Upon the repayment at the stated maturity or redemption, in whole or in part, prior to the stated maturity of the Subordinated Debt Securities, the proceeds from such repayment or redemption shall be applied by the property trustee to redeem an aggregate liquidation amount of the related trust securities equal to the aggregate principal amount of such Subordinated Debt Securities so repaid or redeemed, upon not less than 30 nor more than 60 days prior written notice, at a redemption price equal to such aggregate liquidation amount plus accumulated distributions to the redemption date. Any redemption of trust securities shall be made and the applicable redemption price shall be payable on the redemption date only to the extent that the Trust has funds legally available for the payment thereof. See "—Subordination of Trust Common Securities."

    If less than all of the Subordinated Debt Securities are to be redeemed prior to the stated maturity thereof, then the proceeds of such redemption shall be used to redeem the related trust securities on a pro rata basis among the trust preferred securities and the trust common securities of the Trust except as described under "—Subordination of Trust Common Securities." If less than all of the trust preferred securities held in book-entry form, if any, are to be redeemed, such trust preferred securities will be redeemed in accordance with the procedures of DTC. See "—Global Trust Preferred Securities."

22

Redemption Procedures

    If the Trust gives a notice of redemption in respect of its trust preferred securities, then, by 12:00 noon, Chicago time, on the redemption date, to the extent funds are legally available,

•

with respect to trust preferred securities held by DTC or its nominee, the property trustee will deposit, or cause the paying agent to deposit, irrevocably with DTC funds sufficient to pay the applicable redemption price, and



•

with respect to trust preferred securities held in certificated form, the property trustee will irrevocably deposit with the paying agent funds sufficient to pay the applicable redemption price and will give such paying agent irrevocable instructions and authority to pay the applicable redemption price to the holders thereof upon surrender of their certificates evidencing the trust preferred securities.

    If notice of redemption shall have been given and funds irrevocably deposited as required, then, upon the date of such deposit, all rights of the holders of the trust preferred securities called for redemption will cease, except the right of such holders to receive the applicable redemption price, but without interest thereon, and such trust preferred securities will cease to be outstanding. In the event that any redemption date is not a business day, then the applicable redemption price payable on that date will be paid on the next succeeding day that is a business day, without any interest or other payment in respect of any delay, with the same force and effect as if made on that date. In the event that payment of the applicable redemption price is improperly withheld or refused and not paid either by the Trust or by the Company pursuant to the preferred securities guarantee as described under "—Description of Preferred Securities Guarantee,"

•

distributions on the related trust preferred securities will continue to accumulate from the redemption date originally established by the Trust to the date such applicable redemption price is actually paid, and



•

the actual payment date will be the redemption date for purposes of calculating the applicable redemption price.

    Subject to applicable law, including, without limitation, United States federal securities law, the Company or its subsidiaries may at any time and from time to time purchase outstanding trust preferred securities by tender, in the open market or by private agreement.

Liquidation of the Trust And Distribution of Subordinated Debt Securities

    The Company will have the right at any time to dissolve the Trust and cause the related Subordinated Debt Securities to be distributed to the holders of the trust securities of the Trust in liquidation of the Trust after satisfaction, or reasonable provision for satisfaction, of liabilities to creditors of the Trust as required by applicable law. Such right is subject to the Company having received an opinion of counsel to the effect that such distribution will not be a taxable event to holders of the trust preferred securities of the Trust.

    The Trust shall automatically dissolve upon the first to occur of:

(1)

certain events of bankruptcy, dissolution or liquidation of the Company;



(2)

the distribution of the related Subordinated Debt Securities to the holders of the trust securities of the Trust, if the Company, as sponsor, has given written direction to the property trustee to dissolve the Trust, which direction is optional and, except as described above, wholly within the discretion of the Company, as sponsor;



(3)

the conversion, exchange or redemption of all of the trust securities of the Trust;

23

(4)

expiration of the term of the Trust; and



(5)

the entry of an order for the dissolution of the Trust by a court of competent jurisdiction.

    If a dissolution occurs as described in paragraph (1), (2), (4) or (5) above, the Trust shall be liquidated by the issuer trustees as expeditiously as the issuer trustees determine to be possible by distributing, after satisfaction, or reasonable provision for satisfaction, of liabilities to creditors of the Trust as provided by applicable law, to the holders of the trust securities and the related Subordinated Debt Securities, unless such distribution is determined by the property trustee not to be practicable, in which event such holders will be entitled to receive out of the assets of the Trust legally available for distribution to holders, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, an amount equal to the aggregate of the liquidation amount per trust security specified in the applicable prospectus supplement plus accumulated distributions thereon to the date of payment. If the liquidation distribution can be paid only in part because the Trust has insufficient assets legally available to pay in full the aggregate liquidation distribution, then the amounts payable directly by the Trust on its trust securities shall be paid on a pro rata basis, except that if a note event of default has occurred and is continuing, the trust preferred securities of the Trust shall have a priority over the trust common securities of the Trust in respect of such amounts. See "—Subordination of Trust Common Securities."

    After a date is fixed for any distribution of Subordinated Debt Securities to holders of the related trust securities:

•

such trust securities will no longer be deemed to be outstanding;



•

each registered global certificate, if any, representing such trust securities will be exchanged for a registered global certificate representing the Subordinated Debt Securities to be delivered upon such distribution; and



•

any trust securities in certificated form will be deemed to represent Subordinated Debt Securities having a principal amount equal to the liquidation amount of such trust securities, and bearing accrued interest in an amount equal to the accumulated distributions on such trust securities until such certificates are presented to the administrative trustees or their agent for cancellation, whereupon the Company will issue to such holder, and the debenture trustee will authenticate, Subordinated Debt Securities in certificated form.



•

There can be no assurance as to the market prices for the trust preferred securities or the Subordinated Debt Securities that may be distributed in exchange for such trust preferred securities if a dissolution and liquidation of the Trust were to occur. Accordingly, the trust preferred securities that an investor may purchase, or the Subordinated Debt Securities that the investor may receive on dissolution and liquidation of the Trust, may trade at a discount to the price that the investor paid to purchase such trust preferred securities.

Subordination of Trust Common Securities

    Payment of distributions on, and the applicable redemption price of, trust securities shall be made pro rata among the trust preferred securities and the trust common securities of the Trust based on their respective liquidation amounts. However, if on any distribution date or redemption date a note event of default has occurred and is continuing, no payment of any distribution on, or applicable redemption price of, any of the trust common securities of the Trust, and no other payment on account of the redemption, liquidation or other acquisition of such trust common securities, shall be made unless payment in full in cash of all accumulated distributions on all of the outstanding trust preferred securities of the Trust for all distribution periods terminating on or prior thereto, or in the case of payment of the applicable redemption price, the full amount of such redemption price, shall have been made or provided for, and all funds available to the property trustee shall first be applied to the

24

payment in full in cash of all distributions on, or applicable redemption price of, such trust preferred securities then due and payable.

    Upon the occurrence and continuance of an event of default under the Declaration, the Company, as the trust common securities holder of the Trust, will be deemed to have waived any right to act with respect to such event of default until the effect of such event of default shall have been cured, waived or otherwise eliminated. Until any such event of default has been so cured, waived or otherwise eliminated, the property trustee shall act solely on behalf of the holders of the trust preferred securities of the Trust and not on behalf of the Company as the trust common securities holder, and only the holders of such trust preferred securities will have the right to direct the property trustee to act on their behalf.

Events of Default; Notice

    The occurrence of a note event of default under the Subordinated Debt Securities will constitute an event of default under the Declaration. Within ten business days after the occurrence of an event of default under the Declaration actually known to the property trustee, the property trustee shall transmit notice of such event of default to the holders of the trust preferred securities of the Trust, the administrative trustees and the Company, as sponsor, unless such event of default shall have been cured or waived.

Removal of Trustees

    Unless a note event of default has occurred and is continuing, any issuer trustee may be removed at any time by the Company as the trust common securities holder of the Trust. If a note event of default has occurred and is continuing, the property trustee and the Delaware trustee may be removed at such time only by the holders of a majority in liquidation amount of the outstanding trust preferred securities of the Trust. In no event will the holders of the trust preferred securities have the right to vote to appoint, remove or replace the administrative trustees, which voting rights are vested exclusively in the Company as the trust common securities holder. No resignation or removal of an issuer trustee, and no appointment of a successor trustee, shall be effective until the acceptance of appointment by the successor trustee in accordance with the provisions of the Declaration.

Merger or Consolidation of Trustees

    Any person into which the property trustee, the Delaware trustee or any administrative trustee that is not a natural person may be merged or converted or with which it may be consolidated, or any person resulting from any merger, conversion or consolidation to which such issuer trustee shall be a party, or any person succeeding to all or substantially all the corporate trust business of such issuer trustee, shall be the successor of such issuer trustee under the Declaration, provided such person shall be otherwise qualified and eligible.

Mergers, Conversions, Consolidations, Amalgamations or Replacements of the Trust

    The Trust may not merge with or into, convert into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any corporation or other person, except as described below or as otherwise described under "—Liquidation of the Trust and Distribution of Subordinated Debt Securities." The Trust may, at the request of the Company, as sponsor, with the consent of the administrative trustees but without the consent of the holders of its trust preferred securities, merge with or into, convert into, consolidate, amalgamate, or be

25

replaced by or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to a trust organized as such under the laws of any State; provided that:

•

such successor entity either:



•

expressly assumes all of the obligations of the Trust with respect to the trust securities of the Trust; or



•

substitutes for the trust securities of the Trust other securities having substantially the same terms as such trust securities so long as the successor securities rank the same as such trust securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise;



•

the Company expressly appoints a trustee of such successor entity possessing the same powers and duties as the property trustee with respect to the related Subordinated Debt Securities;



•

the successor securities are listed, or any successor securities will be listed upon notification of issuance, on each national securities exchange or other organization on which the trust securities of the Trust are then listed, if any;



•

such merger, conversion, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the trust securities, including any successor securities, of the Trust or the related Subordinated Debt Securities to be downgraded or placed under surveillance or review by any nationally recognized statistical rating organization;



•

such merger, conversion, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the trust securities, including any successor securities, of the Trust in any material respect, other than any dilution of such holders' interests in the new entity;



•

such successor entity has a purpose substantially identical to that of the Trust;



•

prior to such merger, conversion, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Company has received an opinion from independent counsel to the Trust experienced in such matters to the effect that:



•

such merger, conversion, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the trust securities (including any successor securities) of the Trust in any material respect (other than any dilution of such holders' interests in the new entity); and



•

following such merger, conversion, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company Act of 1940, as amended; and



•

the Company or any permitted successor or assignee owns all of the common securities of such successor entity and guarantees the obligations of such successor entity under the successor securities at least to the extent provided by the preferred securities guarantee and the common securities guarantee for the benefit of the owner of the common securities of the Trust.

    Notwithstanding the foregoing, the Trust shall not, except with the consent of each holder of its trust securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it, if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity not to be classified as a grantor trust for United States federal income tax purposes.

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Voting Rights; Amendment of the Declaration of Trust

    Except as provided below and under "—Mergers, Conversions, Consolidations, Amalgamations or Replacements of the Trust" and "—Description of Preferred Securities Guarantee—Amendments and Assignment" and as otherwise required by law and the Declaration, the holders of trust preferred securities will have no voting rights.

    The Declaration may be amended from time to time by the Company, the property trustee and the administrative trustees, without the consent of the holders of the trust securities of the Trust:

•

to cure any ambiguity, correct or supplement any provisions in the Declaration that may be inconsistent with any other provision, or to make any other provisions with respect to matters or questions arising under the Declaration, which shall not be inconsistent with the other provisions of such Declaration; or



•

to modify, eliminate or add to any provisions of such Declaration to such extent as shall be necessary to ensure that the Trust will be classified for United States federal income tax purposes as a grantor trust at all times that any of its trust securities are outstanding or to ensure that the Trust will not be required to register as an investment company under the Investment Company Act; provided, however, that in each case, such action shall not materially adversely affect in any material respect the interests of the holders of such trust securities.

    The Declaration may be amended by the issuer trustees and the Company:

•

with the consent of holders of a majority in liquidation amount of the outstanding trust securities of the Trust; and



•

upon receipt by the issuer trustees of an opinion of counsel experienced in such matters to the effect that such amendment or the exercise of any power granted to the issuer trustees in accordance with such amendment will not affect the Trust's status as a grantor trust for United States federal income tax purposes or the Trust's exemption from status as an investment company under the Investment Company Act; provided, however, that, without the consent of each holder of such trust securities, the declaration of trust may not be amended to:



•

change the distribution rate, or manner of calculation of the distribution rate, amount, timing or currency or otherwise adversely affect the method of any required payment;



•

change the purpose of the Trust;



•

authorize the issuance of any additional beneficial interests in the Trust;



•

change the conversion, exchange or redemption provisions;



•

change the conditions precedent for the Company to elect to dissolve the Trust and distribute the related Subordinated Debt Securities to the holders of such trust securities;



•

change the liquidation distribution or other provisions relating to the distribution of amounts payable upon the dissolution and liquidation of the Trust;



•

affect the limited liability of any holder of such trust securities; or



•

restrict the right of a holder of such trust securities to institute suit for the enforcement of any required payment on or after the due date therefor or for the conversion or exchange of such trust securities in accordance with their terms.

27

    So long as any Subordinated Debt Securities are held by the property trustee, the issuer trustees shall not:

•

direct the time, method and place of conducting any proceeding for any remedy available to such trustee under the indenture for the Subordinated Debt Securities, or execute any trust or power conferred on the property trustee, with respect to the Subordinated Debt Securities;



•

waive certain past defaults under the Subordinated Debt Securities;



•

exercise any right to rescind or annul a declaration of acceleration of the maturity of the principal of such Subordinated Debt Securities; or



•

consent to any amendment, modification or termination of the Subordinated Debt Securities or such Subordinated Debt Securities where such consent shall be required, without, in each case, obtaining the prior approval of the holders of a majority in liquidation amount of all outstanding trust preferred securities of the Trust; provided, however, that where a consent under the Subordinated Debt Securities would require the consent of each holder affected thereby, no such consent shall be given by the property trustee without the prior approval of each holder of the related trust preferred securities. The issuer trustees shall not revoke any action previously authorized or approved by a vote of the holders of trust preferred securities except by subsequent vote of such holders. The property trustee shall notify each holder of trust preferred securities of any notice of default with respect to the related Subordinated Debt Securities. In addition to obtaining approvals of holders of trust preferred securities referred to above, prior to taking any of the foregoing actions, the issuer trustees shall obtain an opinion of counsel experienced in such matters to the effect that the Trust will not be classified as an association taxable as a corporation for United States federal income tax purposes on account of such action.

    Any required approval of holders of trust preferred securities may be given at a meeting of such holders convened for such purpose or pursuant to written consent. The administrative trustees will cause a notice of any meeting at which holders of trust preferred securities are entitled to vote to be given to each holder of record of trust preferred securities in the manner set forth in the Declaration.

    Notwithstanding that holders of trust preferred securities are entitled to vote or consent under any of the circumstances referred to above, any trust preferred securities that are owned by the Company shall, for purposes of such vote or consent, be treated as if they were not outstanding.

Global Trust Preferred Securities

    If specified in the prospectus supplement, trust preferred securities may be represented by one or more global certificates deposited with, or on behalf of, DTC, or other depositary identified in such prospectus supplement, or a nominee thereof, in each case for credit to an account of a participant in DTC, or other depositary. The identity of the depositary and the specific terms of the depositary arrangements with respect to the trust preferred securities to be represented by one or more global certificates will be described in the prospectus supplement. However, unless otherwise specified in the prospectus supplement, DTC will be the depositary, and the depositary arrangements described with respect to the Debt Securities will apply to such trust preferred securities as well, except all references to the Company shall include the Trust and all references to the Indenture will refer to the Declaration.

Payment and Paying Agent

    Payments in respect of any global certificate representing trust preferred securities shall be made to Cede & Co. as nominee of DTC, or other applicable depositary or its nominee, which shall credit the relevant accounts at DTC or such other depositary on the applicable payment dates, while

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payments in respect of trust preferred securities in certificated form shall be made by check mailed to the address of the holder entitled thereto as such address shall appear on the register. The paying agent shall initially be the property trustee and any co-paying agent chosen by the property trustee and acceptable to the administrative trustees and the Company. The paying agent shall be permitted to resign as paying agent upon 30 days prior written notice to the property trustee, the administrative trustees and the Company. In the event that the property trustee shall no longer be the paying agent, the administrative trustees shall appoint a successor, which shall be a bank or trust company acceptable to the administrative trustees and the Company, to act as paying agent.

Registrar and Transfer Agent

    The property trustee will act as registrar and transfer agent for the trust preferred securities.

    Registration of transfers of trust preferred securities will be effected without charge by or on behalf of the Trust, but upon payment of any tax or other governmental charges that may be imposed in connection with any transfer or exchange. The Trust will not be required to register or cause to be registered the transfer of its trust preferred securities after they have been converted, exchanged, redeemed or called for redemption.

Information Concerning the Property Trustee

    The property trustee, other than during the occurrence and continuance of an event of default under the Declaration, will undertake to perform only such duties as are specifically set forth in the Declaration and, during the continuance of such event of default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his or her own affairs. Subject to the foregoing, the property trustee will not be under any obligation to exercise any of the powers vested in it by the Declaration at the request of any holder of the related trust securities unless it is offered reasonable indemnity against the costs, expenses and liabilities that might be incurred thereby. If no such event of default has occurred and is continuing and the property trustee is required to decide between alternative causes of action, construe ambiguous provisions in the Declaration or is unsure of the application of any provision of the Declaration, and the matter is not one on which holders of trust preferred securities or trust common securities are entitled under the Declaration to vote, then the property trustee shall take such action as is directed by the Company and if not so directed, shall take such action as it deems advisable and in the best interests of the holders of the related trust securities and will have no liability except for its own bad faith, negligence or willful misconduct.

Miscellaneous

    The administrative trustees are authorized and directed to conduct the affairs of and to operate the Trust in such a way that:

•

the Trust will not be deemed to be an investment company required to be registered under the Investment Company Act;



•

the Trust will be classified as a grantor trust for United States federal income tax purposes; and



•

the related Subordinated Debt Securities will be treated as indebtedness of the Company for United States federal income tax purposes.

    The Company and the administrative trustees are authorized to take any action, not inconsistent with applicable law, the certificate of trust of the Trust or the Declaration, that the administrative trustees determine in their discretion to be necessary or desirable for such purposes, as long as such action does not materially adversely affect the interests of the holders of the related trust securities.

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    Holders of trust preferred securities will not have any preemptive or similar rights.

    The Trust may not borrow money, issue debt, execute mortgages or pledge any of its assets.

Description of Preferred Securities Guarantee

    The preferred securities guarantee will be executed and delivered by the Company concurrently with the issuance by the Trust of its trust preferred securities for the benefit of the holders from time to time of the trust preferred securities and will be held for the holders by the preferred securities guarantee trustee. The preferred securities guarantee will be qualified as an indenture under the Trust Indenture Act and will be subject to, and governed by, the Trust Indenture Act. This summary of certain terms and provisions of the preferred securities guarantee does not purport to be complete and is subject to, and qualified in its entirety by reference to, all of the provisions of the preferred securities guarantee, including the definitions therein of certain terms, and those made a part of the preferred securities guarantee by the Trust Indenture Act.

General

    The Company will irrevocably agree to pay in full, to the extent set forth herein, the guarantee payments to the holders of the related trust preferred securities, as and when due, regardless of any defense, right of set-off or counterclaim that the Trust may have or assert other than the defense of payment. The following payments, which are referred to as guarantee payments, with respect to trust preferred securities, to the extent not paid by or on behalf of the Trust, will be subject to the preferred securities guarantee:

•

any accumulated distributions required to be paid on such trust preferred securities, to the extent that the Trust has funds legally available therefor at such time;



•

the applicable redemption price with respect to such trust preferred securities called for redemption, to the extent that the Trust has funds legally available therefor at such time; or



•

upon a voluntary or involuntary dissolution and liquidation of the Trust, other than in connection with the distribution of the related Subordinated Debt Securities to holders of such trust preferred securities or the redemption, conversion or exchange of the trust preferred securities, the lesser of



•

the amounts due upon the dissolution and liquidation of the Trust, to the extent that the Trust has funds legally available therefor at the time, and



•

the amount of assets of the Trust remaining available for distribution to holders of its trust preferred securities after satisfaction of liabilities to creditors of the Trust as required by applicable law.

    The Company's obligation to make a guarantee payment may be satisfied by direct payment of the required amounts by the Company to the holders of the trust preferred securities entitled thereto or by causing the Trust to pay such amounts to such holders.

    The Company will, through the preferred securities guarantee, the Declaration, the related Subordinated Debt Securities and the Subordinated Debt Securities Indenture, taken together, fully, irrevocably and unconditionally guarantee all of the Trust's obligations under its trust preferred securities. No single document standing alone or operating in conjunction with fewer than all of the other documents constitutes such guarantee. It is only the combined operation of these documents that has the effect of providing a full, irrevocable and unconditional guarantee of the Trust's obligations under its trust preferred securities.

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Ranking

    Unless otherwise specified in the applicable prospectus supplement, each preferred securities guarantee will constitute an unsecured obligation of the Company and will rank

•

subordinate and junior in right of payment to all other liabilities of the Company, including all Senior Debt Securities and any Subordinated Debt Securities except those made ratable or subordinate by their terms, and



•

senior to all capital stock now or hereafter issued by the Company and to any guarantee now or hereafter entered into by the Company in respect of any of its capital stock.

    The Declaration will provide that each holder of trust preferred securities by acceptance thereof agrees to the subordination provisions and other terms of the preferred securities guarantee. The preferred securities guarantee will rank subordinate to, or equally with, all other guarantees to be issued by the Company with respect to securities of other trusts or other entities to be established by the Company that are similar to the Trust.

    The preferred securities guarantee will not limit the amount of secured or unsecured debt, including senior indebtedness as defined in the Subordinated Debt Securities, that may be incurred by the Company or any of its subsidiaries.

Preferred Securities Guarantee of Payment

    The preferred securities guarantee will constitute a guarantee of payment and not of collection. In other words, the guaranteed party may institute a legal proceeding directly against the Company to enforce its rights under such preferred securities guarantee without first instituting a legal proceeding against any other person or entity. The preferred securities guarantee will not be discharged except by payment of the related preferred securities guarantee payments in full to the extent not paid by the Trust or upon distribution of its trust preferred securities to the holders of the related Subordinated Debt Securities.

Amendments and Assignment

    Except with respect to any changes that do not materially adversely affect the rights of holders of the related trust preferred securities, in which case no approval will be required, the preferred securities guarantee may not be amended without the prior approval of the holders of a majority of the liquidation amount of such outstanding trust preferred securities. The manner of obtaining any such approval will be as set forth under "—Description of Trust Preferred Securities—Voting Rights; Amendment of the Declaration of Trust." All guarantees and agreements contained in the preferred securities guarantee shall bind the successors, assigns, receivers, trustees and representatives of the Company and shall inure to the benefit of the holders of the related trust preferred securities then outstanding.

Events of Default

    An event of default under the preferred securities guarantee will occur upon the failure of the Company to perform any of its payment or other obligations thereunder, provided that, except with respect to a default in respect of any preferred securities guarantee payment, the Company shall have received notice of such default and shall not have cured such default within 60 days of such receipt. The holders of a majority in liquidation amount of the related trust preferred securities will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the preferred securities guarantee trustee in respect of the preferred securities guarantee or to direct the exercise of any trust or power conferred upon the preferred securities guarantee trustee under the preferred securities guarantee.

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    If the preferred securities guarantee trustee fails to enforce the preferred securities guarantee, any holder of the related trust preferred securities may institute a legal proceeding directly against the Company to enforce its rights under the preferred securities guarantee without first instituting a legal proceeding against the Trust, the preferred securities guarantee trustee or any other person or entity.

Termination

    The preferred securities guarantee will terminate and be of no further force and effect upon:

•

full payment of the applicable redemption price of the related trust preferred securities;



•

full payment of all amounts due upon the dissolution and liquidation of the Trust; or



•

upon the conversion or exchange of all of the related trust preferred securities, whether upon distribution of Subordinated Debt Securities to the holders of such trust preferred securities or otherwise.

    The preferred securities guarantee will continue to be effective or will be reinstated, as the case may be, if at any time any holder of the related trust preferred securities must restore payment of any sums paid under such trust preferred securities or the preferred securities guarantee.

Governing Law

    The preferred securities guarantee will be governed by and construed in accordance with the laws of the State of New York.

Information Concerning the Preferred Securities Guarantee Trustee

    The preferred securities guarantee trustee, other than during the occurrence and continuance of a default by the Company in performance of the preferred securities guarantee, will undertake to perform only such duties as are specifically set forth in the preferred securities guarantee and, during the continuance of such default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his or her own affairs.

    Subject to the foregoing, the preferred securities guarantee trustee will not be under any obligation to exercise any of the powers vested in it by the preferred securities guarantee at the request of any holder of the related trust preferred securities unless it is offered reasonable indemnity against the costs, expenses and liabilities that might be incurred thereby.

Limited Purpose of the Trust

    The trust preferred securities will represent preferred beneficial interests in the Trust, and the Trust exists for the sole purpose of issuing and selling its trust securities, using the proceeds from the sale of its trust securities to acquire the related Subordinated Debt Securities of the Company and engaging in only those other activities necessary, advisable or incidental thereto.

Rights Upon Dissolution

    Unless the Subordinated Debt Securities are distributed to holders of the related trust securities, upon any voluntary or involuntary dissolution and liquidation of the Trust, after satisfaction of the liabilities of creditors of the Trust as required by applicable law, the holders of such trust securities will be entitled to receive, out of assets held by the Trust, the liquidation distribution in cash. See "—Description of Trust Preferred Securities—Liquidation of the Trust and Distribution of Subordinated Debt Securities." Upon any voluntary or involuntary liquidation or bankruptcy of the Company, the property trustee, as holder of the Subordinated Debt Securities, would be a creditor of the Company, subordinated in right of payment to all senior indebtedness as set forth in the Subordinated Debt

32

Securities, but entitled to receive payment in full of principal and premium, if any, and interest in respect of such Subordinated Debt Securities, before any stockholders of the Company receive payments or distributions.

Relationship Among the Trust Preferred Securities, the Corresponding Subordinated Debt Securities and the Preferred Securities Guarantee

    Full and Unconditional Guarantee.  The Company will irrevocably guarantee payments of distributions and other amounts due on the trust preferred securities to the extent the Trust has funds available for the payment of the distributions as and to the extent set forth under "—Description of Preferred Securities Guarantee." Taken together, the Company's obligations under the Subordinated Debt Securities, the Declaration and the preferred securities guarantee agreement provide, in the aggregate, a full, irrevocable and unconditional guarantee of payments of distributions and other amounts due on the trust preferred securities. No single document standing alone or operating in conjunction with fewer than all of the other documents constitutes the full guarantee. It is only the combined operation of these documents that has the effect of providing a full, irrevocable and unconditional guarantee of the Trust's obligations under the trust preferred securities.

    If and to the extent that the Company does not make payments on the Subordinated Debt Securities or other Debt Securities, the Trust will not pay distributions or other amounts due on its trust preferred securities. The preferred securities guarantee does not cover payment of distributions when the Trust does not have sufficient funds to pay the distributions. In that event, the remedy for a holder of trust preferred securities is to institute a legal proceeding directly against the Company for enforcement of payment of the distributions to such holder.

    Sufficiency of Payments.  As long as all payments are made when due on the Subordinated Debt Securities or other Debt Securities, as the case may be, those payments will be sufficient to cover distributions and other payments due on the trust preferred securities. This is primarily because:

•

the aggregate principal amount of the Subordinated Debt Securities or other Debt Securities, as the case may be, will be equal to the sum of the aggregate stated liquidation amount of the trust preferred securities and trust common securities;



•

the interest rate and interest and other payment dates on the Subordinated Debt Securities or other Debt Securities, as the case may be, will match the distribution rate and distribution and other payment dates for the trust preferred securities;



•

the Company, as borrower, has promised to pay any and all costs, expenses and liabilities of the Trust except its obligations under its trust preferred securities; and



•

the Declaration provides that the Trust will not engage in any activity that is not consistent with the limited purposes of the Trust.

    The Company has the right to set-off any payment the Company is otherwise required to make under the Subordinated Debt Securities if and to the extent it has already made, or is concurrently making, a payment under the preferred securities guarantee agreement.

Enforcement Rights of Holders of Trust Preferred Securities. A holder of a trust preferred security may institute a legal proceeding directly against the Company to enforce its rights under the preferred securities guarantee agreement without first instituting a legal proceeding against the preferred securities guarantee trustee, the Trust or anyone else.

    The Company's default or event of default under any other senior or subordinated indebtedness would not necessarily constitute a trust event of default. However, in the event of payment defaults under, or acceleration of, the Company's senior or subordinated indebtedness, the subordination provisions of the applicable securities resolution will provide that no payments may be made in respect

33

of the Subordinated Debt Securities or other Debt Securities until the senior or subordinated indebtedness has been paid in full or any payment default thereunder has been cured or waived. The Company's failure to make required payments on any Subordinated Debt Securities or other Debt Securities would constitute a trust event of default.

    Limited Purpose of the Trust.  The Trust's trust preferred securities evidence undivided beneficial ownership interests in the assets of the Trust, and the Trust exists for the sole purposes of issuing its trust preferred securities and trust common securities, investing the proceeds in Subordinated Debt Securities or other Debt Securities and engaging in only those other activities necessary, convenient or incidental to those purposes. A principal difference between the rights of a holder of a trust preferred security and a holder of a corresponding Subordinated Debt Securities or other Debt Security is that a holder of a Subordinated Debt Securities or other debt security is entitled to receive from the Company the principal amount of and interest accrued on the corresponding Subordinated Debt Securities or other Debt Securities, while a holder of trust preferred securities is entitled to receive distributions from the Trust, or from the Company under the preferred securities guarantee agreement, if and to the extent the Trust has funds available for the payment of the distributions.

    Rights Upon Dissolution.  Upon any voluntary or involuntary dissolution of the Trust involving the liquidation of the Subordinated Debt Securities or other Debt Securities, the holders of the trust preferred securities will be entitled to receive the liquidation distribution in cash, out of assets of the Trust and after satisfaction of creditors of the Trust as provided by applicable law. If the Company becomes subject to any voluntary or involuntary liquidation or bankruptcy, the property trustee, as holder of the Subordinated Debt Securities or other Debt Securities, would be one of the Company's junior subordinated creditors. The property trustee would be subordinated in right of payment to all of the Company's senior indebtedness and subordinated indebtedness, but it would be entitled to receive payment in full of principal and interest before the Company's stockholders receive payments or distributions. The Company is the guarantor under the preferred securities guarantee agreement and pursuant to the Subordinated Debt Securities, as borrower, has agreed to pay all costs, expenses and liabilities of the Trust other than the Trust's obligations to the holders of the trust preferred securities. Accordingly, in the event of the Company's liquidation or bankruptcy the positions of a holder of trust preferred securities and of a holder of Subordinated Debt Securities or other Debt Securities, are expected to be substantially the same relative to the Company's other creditors and to the Company's stockholders.

Description of Subscription Rights of CCCISG Capital Trust

    The Trust may issue rights to purchase its trust preferred securities. These rights may be issued independently or together with any other security offered hereby and may or may not be transferable in the rights offering. In connection with any rights offering, the Trust may enter into a standby underwriting arrangement with one or more underwriters pursuant to which the underwriters will purchase any securities remaining unsubscribed for after the rights offering.

    The applicable prospectus supplement will describe the specific terms of any rights offering for which this prospectus is being delivered, including the following:

•

the exercise price for the rights;



•

the number of rights issued;



•

the extent to which the rights are transferable;



•

any other terms of the rights, including terms, procedures and limitations relating to the exchange and exercise of the rights;



•

the date on which the right to exercise the rights shall commence, and the date on which the right shall expire;

34

•

the extent to which the right includes an over-subscription privilege with respect to unsubscribed securities; and



•

if applicable, the material terms of any standby underwriting arrangement entered into by the Trust in connection with the rights offering.

PLAN OF DISTRIBUTION

    We may sell the securities offered by this prospectus (i) through underwriters or dealers; (ii) through agents; (iii) directly to purchasers; or (iv) through a combination of any such methods of sale. Any such underwriter, dealer or agent may be deemed to be an underwriter within the meaning of the Securities Act. The prospectus supplement relating to a series of the securities being offered will set forth its offering terms, including the name or names of any underwriters, dealers or agents, the purchase price of the securities being offered and the proceeds to us from such sale, any underwriting discounts, commissions and other items constituting underwriters' compensation, any public offering price and any underwriting discounts, commissions and other items allowed or reallowed or paid to dealers or agents and any securities exchanges on which the securities offered by this prospectus may be listed.

    If underwriters are used in the sale, the securities offered by this prospectus will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, or at prices related to such prevailing market prices, or at negotiated prices. The securities offered by this prospectus may be offered to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more of such firms. Unless otherwise set forth in a prospectus supplement, the obligations of the underwriters to purchase the securities offered by this prospectus will be subject to certain conditions precedent, and the underwriters will be obligated to purchase all the securities if they purchase any of the Securities. Any public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.

    Any agent involved in the offer or sale of the securities offered by this prospectus will be named, and any commissions payable by us to such agent will be set forth, in a prospectus supplement. Unless otherwise indicated in a prospectus supplement, any such agent will be acting on a reasonable efforts basis for the period of its appointment.

    If so indicated in a prospectus supplement, we will authorize underwriters, dealers or agents to solicit offers by certain specified institutions to purchase the securities offered by this prospectus from us at the public offering price set forth in such prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. Such contracts will be subject to any conditions set forth in a prospectus supplement and the prospectus supplement will set forth the commission payable for solicitation of such contracts. The underwriters and other persons soliciting such contracts will have no responsibility for the validity or performance of any such contracts.

    The securities offered by this prospectus may also be offered and sold, if so indicated in the prospectus supplement, in connection with a remarketing upon their purchase, in accordance with a redemption or repayment pursuant to their terms, or otherwise, by one or more firms, acting as principals for their own accounts or as our agents. Any remarketing firm will be identified, and the terms of its agreement, if any, with us and our compensation will be described in the prospectus supplement. Remarketing firms may be deemed to be underwriters in connection with their remarketing of the securities offered by this prospectus.

    Underwriters, dealers, remarketing firms and agents may be entitled under agreements entered into with us to indemnification by us against certain civil liabilities, including liabilities under the

35

Securities Act, or to contribution by us to payments they may be required to make in respect thereof, and may be customers of, engage in transactions with or perform services for us in the ordinary course of business.

LEGAL MATTERS

    Robert Guttman, General Counsel and Secretary of CCC Information Services Group Inc., has passed on the validity of the issuance of each of the securities offered by this prospectus, unless otherwise specified in a prospectus supplement.

EXPERTS

    The financial statements incorporated in this prospectus by reference to the Current Report on Form 8-K of CCC Information Services Group Inc., dated June 29, 2001, have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.

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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

    The following table sets forth the estimated amount of various expenses in connection with the sale and distribution of the securities being registered:

SEC registration fee	$	25,000
Printing expenses	$	10,000
Legal fees and expenses	$	125,000
Accounting fees and expenses	$	50,000
Miscellaneous	$	25,000
Total	$	235,000

Item 15. Indemnification of Directors and Officers.

    Reference is made to Section 102(b)(7) of the DGCL, which enables a corporation in its original certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director for violations of the director's fiduciary duty, except (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL (providing for liability of directors for the unlawful payment of dividends or unlawful stock purchases or redemptions) or (iv) for any transaction from which a director derived an improper personal benefit.

    The Company is incorporated under the laws of the State of Delaware. Section 145 of the DGCL ("Section 145") provides that a Delaware corporation may indemnify any persons who are, or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person was an officer, director, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action, had no reasonable cause to believe that his conduct was illegal. A Delaware corporation may indemnify any persons who are, or are threatened to be made, a party to any threatened, pending or completed action or suit by or in the right of the corporation by reason of the fact that such person was a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation's best interests except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which such officer or director has actually and reasonably incurred.

    The Company's Amended and Restated Certificate of Incorporation provides for indemnification of directors, and the Company's Second Amended and Restated Bylaws provides for the indemnification of directors and officers, both to the fullest extent permitted by Section 145.

    As permitted by the DGCL, the Amended and Restated Certificate of Incorporation provides that directors of the Company shall have no personal liability to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except (i) for any breach of a director's

II–1

duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or knowing violations of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which a director derived an improper personal benefit.

    The Company maintains directors' and officers' liability insurance.

Item 16. Exhibits.

    A complete listing of exhibits required is given in the Exhibit Index which precedes the exhibits filed with this Registration Statement.

Item 17. Undertakings.

    The undersigned registrants hereby undertake:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:



(i)

To include any prospectus required by Section 10(a) (3) of the Securities Act of 1933.



(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and



(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.



(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.



(4)

That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrants' annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement

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relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(5)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, trustees and controlling persons of the registrants pursuant to the provisions described under Item 15 above, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefor, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer, trustee or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by them is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on June 29, 2001.

CCC INFORMATION SERVICES GROUP INC.
By:	/s/ REID E. SIMPSON Reid E. Simpson Executive Vice President and Chief Financial Officer

    KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Githesh Ramamurthy, Reid E. Simpson and Robert Guttman and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post- effective amendments) to this registration statement and to file the same with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

    Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date
/s/ GITHESH RAMAMURTHY Githesh Ramamurthy	Chairman, President and Chief Executive Officer (Principal Executive Officer)	June 29, 2001
/s/ REID E. SIMPSON Reid E. Simpson	Chief Financial Officer (Principal Financial Officer)	June 29, 2001
/s/ MORGAN W. DAVIS Morgan W. Davis	Director	June 29, 2001
/s/ MICHAEL R. EISENSON Michael R. Eisenson	Director	June 29, 2001
/s/ THOMAS L. KEMPNER Thomas L. Kempner	Director	June 29, 2001
/s/ DUDLEY C. MECUM Dudley C. Mecum	Director	June 29, 2001
/s/ MARK A. ROSEN Mark A. Rosen	Director	June 29, 2001
/s/ HERBERT S. WINOKUR Herbert S. Winokur	Director	June 29, 2001

II–4

SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly cause this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on June 29, 2001.

CCCISG CAPITAL TRUST
By:	CCC Information Services Group Inc., as sponsor
By:	/s/ REID E. SIMPSON Reid E. Simpson Executive Vice President and Chief Financial Officer

II–5

EXHIBIT INDEX

Exhibit Number		Description
1.1	*	Form of Underwriting Agreement (Senior Debt Securities, Subordinated Debt Securities, Preferred Stock, Common Stock and Warrants)
4.1		Amended and Restated Certificate of Incorporation of CCC Information Services Group Inc. (incorporated by reference to Exhibit 3.1 to CCC Information Services Group Inc.'s Annual Report on Form 10-K for the year ended December 31, 2000, filed with the Commission on April 17, 2001, File No. 000-28600) (the "2000 Annual Report")
4.1	(a)	Certificate of Amendment of Amended and Restated Certificate of Incorporation for CCC Information Services Group Inc. (incorporated by reference to Exhibit 3.2 to the 2000 Annual Report)
4.1	(b)	Corrected Certificate of Designation of Series F Preferred Stock of CCC Information Services Group Inc.
4.2		Second Amended and Restated Bylaws of CCC Information Services Group Inc. (incorporated by reference to Exhibit 3.2 to CCC Information Services Group Inc.'s Annual Report on Form 10-K for the year ended December 31, 1996 filed with the Commission on March 14, 1997, File No. 000-28600)
4.3		Form of Indenture
4.4		The form of any Debt Security with respect to each particular series of Debt Securities issued hereunder will be filed as an exhibit to a Current Report of CCC Information Services Group Inc. on Form 8-K and incorporated by reference herein.
4.5		The form of any certificate of designation with respect to any preferred stock issued hereunder will be will be filed as an exhibit to a Current Report of CCC Information Services Group Inc. on Form 8-K and incorporated by reference herein.
4.6		Certificate of Trust of CCCISG Capital Trust
4.7		Declaration of Trust of CCCISG Capital Trust
4.8		Form of Amended and Restated Declaration of Trust of CCCISG Capital Trust
4.9		Form of Trust Preferred Security Certificate of CCCISG Capital Trust (included in Exhibit 4.8)
4.10		Form of Trust Preferred Securities Guarantee Agreement for CCCISG Capital Trust
4.11		Form of Common Securities Guarantee Agreement for CCCISG Capital Trust
4.12		Form of Certificate for CCC Information Services Group Inc. Common Stock (incorporated by reference to Exhibit 4.1 to CCC Information Services Group Inc.'s Registration Statement on Form S-1/A, filed with the Commission on August 13, 1996, Reg. No. 333-07287)
4.13	*	Form of Warrant Agreement
4.14		Securities Purchase Agreement, dated as of February 23, 2001, among CCC Information Services Group Inc., CCC Capital Trust and Capricorn Investors III, L.P. (incorporated by reference to Exhibit 10.14 to the 2000 Annual Report)
4.15		Registration Rights Agreement, dated as of February 23, 2001, between CCC Information Services Group Inc. and Capricorn Investors III, L.P. (incorporated by reference to Exhibit 10.15 to the 2000 Annual Report)
4.16		Warrant, dated as of February 23, 2001, issued by CCC Information Services Group Inc. for the benefit of Capricorn Investors III, L.P. (incorporated by reference to Exhibit 10.16 to the 2000 Annual Report)

4.17		Letter Agreement, dated as of February 23, 2001, between CCC Information Services Group Inc. and Capricorn Investors III, L.P. (incorporated by reference to Exhibit 10.17 to the 2000 Annual Report)
4.18		Certificate of Trust of CCC Capital Trust
4.19		Declaration of Trust of CCC Capital Trust
4.20		Amended and Restated Declaration of Trust of CCC Capital Trust
4.21		Form of Trust Preferred Security Certificate of CCC Capital Trust (included in Exhibit 4.20)
4.22		Indenture, dated as of February 23, 2001, between CCC Information Services Group Inc. and Wilmington Trust Company, as trustee
5.1		Opinion of Robert Guttman, General Counsel and Secretary of CCC Information Services Group Inc., as to the validity of the offered securities
12.1		Statement re: Computation of Ratio of Earnings to Fixed Charges.
23.1		Consents of PricewaterhouseCoopers LLP
23.2		Consent of Robert Guttman (included in Exhibit 5.1)
24.1		Powers of Attorney of Certain Officers and Directors of CCC Information Services Group Inc. (included on signature page)
25.1	*	Statement of Eligibility of Trustee

*

To be filed by amendment.

QuickLinks

Table of Contents
ABOUT THIS PROSPECTUS
WHERE YOU CAN FIND MORE INFORMATION
CERTAIN FORWARD-LOOKING STATEMENTS
SUMMARY
CCC INFORMATION SERVICES GROUP INC.
CCCISG CAPITAL TRUST
USE OF PROCEEDS
RATIO OF EARNINGS TO FIXED CHARGES
DESCRIPTION OF THE SECURITIES TO BE OFFERED

Description of Subscription Rights of CCC Information Services Group Inc.
Description of Warrants
Description of Our Senior Debt Securities and Subordinated Debt Securities

Description of Trust Preferred Securities

Description of Preferred Securities Guarantee

Description of Subscription Rights of CCCISG Capital Trust

PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS
SIGNATURES
SIGNATURES
EXHIBIT INDEX

EX-4.1(B)

                       CCC INFORMATION SERVICES GROUP INC.

                                    CORRECTED
                     CERTIFICATE OF DESIGNATION, PREFERENCE
                    AND RELATIVE, PARTICIPATING, OPTIONAL AND
                     OTHER SPECIAL RIGHTS OF PREFERRED STOCK
                       AND QUALIFICATIONS, LIMITATIONS AND
                              RESTRICTIONS THEREOF

                        Pursuant to Section 103(f) of the
                        Delaware General Corporation Law

CCC Information Services Group Inc. (the "Company") does hereby certify that on
February 13, 2001, the Company filed with the Secretary of State a Certificate
of Designation which inaccurately set forth the dates of the Purchase Agreement
and the Warrant and the spelling of the President's first name. The text of the
Certificate of Designation is hereby corrected to read in its entirety as
follows:

        CCC INFORMATION SERVICES GROUP INC. (the "Company"), a corpora tion
organized and existing under the laws of the State of Delaware, hereby certifies
that pursuant to the provisions of Section 151 of the Delaware General
Corporation Law, its Board of Directors, by way of a meeting of its members on
February 11, 2001, adopted the following resolution, which resolution remains in
full force and effect as of the date hereof:

        WHEREAS, the Board of Directors of the Company is authorized, within the
limitations and restrictions stated in the Certificate of Incorporation, to fix
by resolution or resolutions the designation of preferred stock and the powers,
preferences and relative participating, optional or other special rights and
qualifications, limitations or restrictions thereof, including, without limiting
the generality of the foregoing, such provisions as may be desired concerning
voting, redemption, dividends, dissolution or the distribution of assets,
conversion or exchange, and such other subjects or matters as may be fixed by
resolution or resolutions of the Board of Directors under the Delaware General
Corporation Law; and

        WHEREAS, it is the desire of the Board of Directors of the Company,
pursuant to its authority as aforesaid, to authorize and fix the terms of the
preferred stock to be designated the Series F Preferred Stock of the Company and
the number of shares constituting such preferred stock;

        NOW, THEREFORE, BE IT RESOLVED, that there is hereby authorized the
Series F Preferred Stock on the terms and with the provisions herein set forth:


                   TERMS, PREFERENCES, RIGHTS AND LIMITATIONS

                                       of

                            SERIES F PREFERRED STOCK

                                       of

                       CCC INFORMATION SERVICES GROUP INC.

        The relative rights, preferences, powers, qualifications, limitations
and restrictions granted to or imposed upon the Series F Preferred Stock or the
holders thereof are as follows:

         DEFINITIONS. For purposes of this Designation, the following
definitions shall apply:

        "Board" shall mean the Board of Directors of the Company.

         "Business Day" shall mean any day other than a Saturday, Sunday or a
day on which banking institutions in the State of New York are authorized or
obligated by law or executive order to close.

        "Common Stock" shall mean the Common Stock, $0.10 par value per share,
of the Company.

        "Company" shall mean CCC Information Services Group Inc., a Delaware
corporation.

        "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, or any similar Federal statute, and the rules and regulations of the
Securities and Exchange Commission thereunder, all as the same shall be in
effect at the time. Reference to a particular section of the Securities Exchange
Act of 1934, as amended, shall include reference to the comparable section, it
any, of any such similar Federal statute.

        "Liquidation Preference" shall mean $1.00 per share.

        "Original Issue Date" shall mean the date of the original issuance of
shares of Series F Preferred Stock.

        "Person" shall mean any individual, firm, corporation, general
partnership, limited partnership, limited liability company or other entity and
shall include any successor (by merger or otherwise) of such entity.


        "Purchase Agreement" shall mean the Securities Purchase Agreement, dated
as of February 23, 2001, by and among the Company and the Purchaser named
therein, as it may be amended from time to time, a copy of which is on file at
the principal office of the Company.

        "Required Holders" shall mean the holders of at least of a majority of
the outstanding shares of Series F Preferred Stock.

        "Series F Preferred Stock" shall refer to shares of Series F Preferred
Stock, $1.00 par value per share, of the Company.

        "Warrant" shall mean the Warrant, dated as of February 23, 2001, issued
pursuant to the Purchase Agreement, exercisable for up to 1,200,000 shares of
Common Stock.

               DESIGNATION: NUMBER OF SHARES. The designation of the preferred
stock authorized by this resolution shall be "Series F Preferred Stock," and the
number of shares of Series F Preferred Stock authorized hereby shall be 100
shares.

               DIVIDENDS. The holders of the Series F Preferred Stock shall not
be entitled to receive dividends on shares of Series F Preferred Stock.

               LIQUIDATION RIGHTS OF SERIES F PREFERRED STOCK.

                       In the event of any liquidation, dissolution or winding
up of the Company, whether voluntary or involuntary, the holders of Series F
Preferred Stock then outstanding shall be entitled to be paid out of the assets
of the Company available for distribution to its stockholders, whether such
assets are capital, surplus or earnings, before any payment or declaration and
setting apart for payment of any amount shall be made in respect of any shares
of Common Stock or any share of any other class or series of the Company's
preferred stock ranking junior to the Series F Preferred Stock with respect to
the payment of dividends or distribution of assets on liquidation, dissolution
or winding up of the Company, but after any preferences paid to any of the
Company's preferred stock ranking senior to the Series F Preferred Stock, an
amount per share of Series F Preferred Stock equal to the Liquidation
Preference.

                              If upon any liquidation, dissolution or winding up
of the Company, whether voluntary or involuntary, the assets to be distributed
among the holders of Series F Preferred Stock shall be insufficient to permit
the payment to such stockholders of the full preferential amounts aforesaid,
then the entire assets of the Company to be distributed (after any payment of
any amount made to holders of any preferred stock ranking senior to the Series F
Preferred Stock) shall be distributed ratably among the holders of Series F
Preferred Stock on a share-by-share basis.

                       After payment to the holders of Series F Preferred Stock
of the


amounts set forth in Section 4(a) hereof, the entire remaining assets and funds
of the Company legally available for distribution, if any, shall be distributed
among the holders of any Company stock entitled to a preference over the Common
Stock but ranking junior to the Series F Preferred Stock in accordance with the
terms thereof and, thereafter, to the holders of Common Stock.

               VOTING RIGHTS. In addition to any voting rights provided by law,
the holders of Series F Preferred Stock shall have the following voting rights:

                       So long as any of the Series F Preferred Stock is
outstanding, each share of Series F Preferred Stock shall entitle the holder
thereof to vote on all matters voted on by the holders of Common Stock, voting
together as a single class with other shares entitled to vote at all meetings of
the stockholders of the Company. With respect to any such vote, initially each
share of Series F Preferred Stock shall entitle the holder thereof to cast
12,000 votes, which represents the aggregate number of shares of Common Stock
for which the Warrant is exercisable divided by 100. In the event any adjustment
is made with respect to shares of Common Stock underlying the Warrant pursuant
to Section 8 of the Warrant (an "Antidilution Adjustment"), the number of votes
per share of Series F Preferred Stock shall be adjusted accordingly, so that
each share of Series F Preferred Stock shall have a number of votes that equals
the aggregate number of shares of Common Stock for which the Warrant is then
exercisable after giving effect to an Antidilution Adjustment divided by 100.
Upon an Antidilution Adjustment, the holders of the Series F Preferred Stock
shall receive notice in accordance with Section 7(c) hereof.

                        As the Warrant is exercised for shares of Common Stock,
the number of votes per share of Series F Preferred Stock shall decrease
accordingly, such that, at any given time, each share of Series F Preferred
Stock shall have a number of votes that equals the aggregate number of shares of
Common Stock for which the Warrant is then exercisable divided by 100. Upon any
exercise of the Warrant, the holders of Series F Preferred Stock shall receive
notice in accordance with Section 7(a) hereof.

                       The affirmative vote of the Required Holders, voting
together as a single class, in person or by proxy, at a special meeting or
annual meeting of stockholders called for the purpose, or pursuant to written
consent of such stockholders, shall be necessary to authorize, adopt or approve
any Extraordinary Event (as such term is defined in the Warrant) as a result of
which the holders of the Warrant shall thereafter have the right to purchase and
receive, upon exercise of the Warrant, in lieu of the shares of Common Stock,
securities in the surviving entity that have voting rights with respect to such
entity (the "Voting Securities"); provided, however, that no such vote of the
Required Holders will be required if, pursuant to such Extraordinary Event, the
Series F Preferred Stock is converted into the right to receive shares of
preferred stock of the


surviving entity that, in the aggregate, possess voting power with respect to
the surviving entity at least equivalent to the voting power possessed by the
Voting Securities that the holders of the Warrant thereafter have the right to
purchase and receive upon full exercise of the Warrant.

                       The affirmative vote of the Required Holders, voting
together as a single class, in person or by proxy, at a special or annual
meeting of stockholders called for the purpose, or pursuant to a written consent
of such stockholders, shall be necessary to authorize, adopt or approve an
amendment to the Certificate of Incorporation of the Company which would alter
or change in any manner the terms, powers, preferences or special rights of the
shares of Series F Preferred Stock or grant waivers thereof, or which would
otherwise adversely affect, in any material respect, the rights of the Series F
Preferred Stock, provided that no such modification or amendment may, without
the consent of each holder of Series F Preferred Stock affected thereby, (A)
reduce the Liquidation Preference of the Series F Preferred Stock or (B) reduce
the percentage of outstanding Series F Preferred Stock necessary to modify or
amend the terms thereof or to grant waivers thereof.

                       The foregoing rights of holders of shares of Series F
Preferred Stock to take any actions as provided in this Section 5 may be
exercised at any annual meeting of stockholders or at a special meeting of
stockholders held for such purpose as hereinafter provided or at any adjournment
thereof or pursuant to any written consent of stockholders.

               EXPIRATION OF SERIES F PREFERRED STOCK. On the earlier of (i) the
date that the Warrant is exercised in full and all shares of Common Stock
underlying the Warrant are duly and validly issued or (ii) the Warrant
Expiration Date (as such term is defined in the Warrant), the Series F Preferred
Stock shall cease to have any voting rights, and such shares shall be forfeited.
The holders of the Series F Preferred Stock shall receive notice of such event
in accordance with Section 7(b) hereof.

                 NOTICE.

                       Upon any partial exercise of the Warrant which causes a
decrease in the aggregate number of shares of Common Stock for which the Warrant
is exercisable, then, and in each such case, the Company shall promptly deliver
to each holder of the Series F Preferred Stock, a certificate signed by the
President or a Vice President and by the Treasurer or an Assistant Treasurer or
the Secretary or an Assistant Secretary of the Company setting forth the number
of shares of Common Stock for which the Warrant has been exercised, the date of
such exercise, the aggregate number of shares of Common Stock underlying the
Warrant after such exercise and the corresponding voting power of each share of
Series F Preferred Stock calculated in accordance with Section 5(b) hereof.


                         If, upon such exercise of the Warrant, the Warrant
shall be exercised in full, then the Company shall promptly deliver to each
holder of the Series F Preferred Stock, a certificate signed by the President or
Vice President and by the Treasurer or an Assistant Treasurer or the Secretary
or an Assistant Secretary of the Company certifying that the Warrant has been
exercised in full. Holders of shares of Series F Preferred Stock will have 20
Business Days to turn in to the Company the certificates representing shares of
Series F Preferred Stock.

                       Upon an Antidilution Adjustment, the Company shall
promptly deliver to each holder of Series F Preferred Stock, a certificate
signed by the President or a Vice President and by the Treasurer or Assistant
Treasurer or the Secretary or an Assistant Secretary of the Company setting
forth the Antidilution Adjustment, the date of the Antidilution Adjustment, the
aggregate number of shares of Common Stock underlying the Warrant and the
corresponding voting power of each share of Series F Preferred Stock calculated
in accordance with Section 5(a) hereof.

               NO REISSUANCE OF SERIES F PREFERRED STOCK. No Series F Preferred
Stock acquired by the Company by reason of redemption, purchase or otherwise
shall be reissued, and all such shares shall be cancelled, retired and
eliminated from the shares which the Company shall be authorized to issue.

               TRANSFERABILITY. Shares of Series F Preferred Stock shall only be
transferred to transferees of the Warrant. The number of shares of such Series F
Preferred Stock transferred shall equal the quotient of (i) the number of shares
of Common Stock for which the transferred Warrant is exercisable divided by (ii)
the number of votes per share of Series F Preferred Stock then applicable to
each share of Series F Preferred Stock.

               DELIVERY OF NOTICES. All notices to the Company permitted
hereunder shall be personally delivered or sent by first class mail, postage
prepaid, addressed to its principal office located at World Trade Center
Chicago, 444 Merchandise Mart, Chicago, Illinois 60654, at or to such other
address at which its principal office is located and as to which notice thereof
is similarly given to the holders of the Series F Preferred Stock at their
addresses appearing on the books of the Company.


        IN WITNESS WHEREOF, CCC Information Services Group Inc. has caused this
Corrected Certificate to be signed by its President and Secretary, respectively,
on this 23rd day of February, 2001.



                                   /s/ Githesh Ramamurthy
                            ----------------------------------------------
                            Name:   Githesh Ramamurthy
                            Title:  President and Chief Executive Officer




                                   /s/ Robert Guttman
                            ----------------------------------------------
                            Name:   Robert Guttman
                            Title:   Secretary

EX-4.3

                 CCC INFORMATION SERVICES GROUP INC., AS ISSUER

                                       AND

                           [            ], AS TRUSTEE


                         ------------------------------



                                    INDENTURE

                           DATED AS OF _____ __, 200_


                         ------------------------------








              RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939,
                  AS AMENDED, AND INDENTURE, DATED AS OF _______, 200_



Trust Indenture                      Indenture
Act Section                          Section
- ---------------------                ---------
                                 
Sections 310 (a)(1)                        6.05, 6.09
             (a)(2)                        6.05, 6.09
             (a)(3)                              6.05
             (a)(4)                              6.05
             (b)                     6.05, 6.08, 6.10

Sections 311 (a)                                 6.07
             (b)                                 6.07
             (c)                       Not Applicable

Sections 312 (a)                           3.06, 7.01
             (b)                                 7.02
             (c)                                 7.02
Sections 313 (a)                                 7.03
             (b)                                 7.03
             (c)                                 7.03
             (d)                                 7.03

Sections 314 (a)                          7.04, 10.09
             (b)                       Not Applicable

             (c)(1)                 1.04, 4.04, 10.05
             (c)(2)                 1.04, 4.04, 10.05
             (d)                       Not Applicable

Sections 315 (a)                       6.01(a), 10.05
             (b)                                 6.02
             (c)                                 6.01(b)
             (d)                                 6.01(c)
             (e)                                 5.14
Sections 316 (a) (last sentence)                 3.15






                                 
             (a)(1)(A)                           5.12
             (a)(1)(B)                           5.13
             (a)(2)                    Not Applicable

             (b)                                 5.08
Sections 317 (a)(1)                              5.03
             (a)(2)                              5.04
             (b)                                10.03
Sections 318 (a)                                 1.08





                                       ii













                               TABLE OF CONTENTS
                            ----------------------




                                                                                             PAGE
                                                                                             ----
                                                                                          
                                    ARTICLE 1
            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION




SECTION 1.01.    Definitions....................................................................1
SECTION 1.02.    Other Definitions..............................................................8
SECTION 1.03.    Rules of Construction..........................................................9
SECTION 1.04.    Form of Documents Delivered to Trustee.........................................9
SECTION 1.05.    Acts of Holders...............................................................10
SECTION 1.06.    Notices, etc., to the Trustee and the Company.................................11
SECTION 1.07.    Notice to Holders; Waiver.....................................................12
SECTION 1.08.    Conflict with Trust Indenture Act.............................................12
SECTION 1.09.    Effect of Headings and Table of Contents......................................13
SECTION 1.10.    Successors and Assigns........................................................13
SECTION 1.11.    Separability Clause...........................................................13
SECTION 1.12.    Benefits of Indenture.........................................................13
SECTION 1.13.    Governing Law.................................................................13
SECTION 1.14.    No Recourse Against Others....................................................13
SECTION 1.15.    Independence of Covenants.....................................................13
SECTION 1.16.    Exhibits......................................................................13
SECTION 1.17.    Counterparts..................................................................14
SECTION 1.18.    Duplicate Originals...........................................................14

                                    ARTICLE 2
                                 SECURITY FORMS

SECTION 2.01.    Form and Dating...............................................................14

                                    ARTICLE 3
                                 THE SECURITIES

SECTION 3.01.    Amount Unlimited; Issuable in Series..........................................14
SECTION 3.02.    Registrar and Paying Agent....................................................18
SECTION 3.03.    Execution and Authentication..................................................18
SECTION 3.04.    Denomination and Date of Securities; Payments of
                 Interest......................................................................20






                                                                                             PAGE
                                                                                             -----
                                                                                          
SECTION 3.05.    Temporary Securities .........................................................21
SECTION 3.06.    Transfer and Exchange.........................................................21
SECTION 3.07.    Mutilated, Destroyed, Lost and Stolen.........................................25
SECTION 3.08.    Payment of Interest; Interest Rights Preserved................................26
SECTION 3.09.    Persons Deemed Owners.........................................................27
SECTION 3.10.    Cancellation..................................................................27
SECTION 3.11.    Computation of Interest.......................................................28
SECTION 3.12.    Legal Holidays................................................................28
SECTION 3.13.    CUSIP and CINS Numbers........................................................28
SECTION 3.14.    Paying Agent to Hold Money in Trust...........................................29
SECTION 3.15.    Treasury Securities...........................................................29
SECTION 3.16.    Deposits of Monies............................................................29
SECTION 3.17.    Book-entry Provisions for Global Securities...................................29
SECTION 3.18.    Series May Include Tranches...................................................31

                                    ARTICLE 4
                        DEFEASANCE OR COVENANT DEFEASANCE

SECTION 4.01.    Company's Option to Effect Defeasance or Covenant
                 Defeasance....................................................................31
SECTION 4.02.    Defeasance and Discharge......................................................32
SECTION 4.03.    Covenant Defeasance...........................................................32
SECTION 4.04.    Conditions to Defeasance or Covenant Defeasance...............................33
SECTION 4.05.    Deposited Money and U.S. Government Obligations To
                 Be Held in Trust; Other Miscellaneous Provisions..............................35
SECTION 4.06.    Reinstatement.................................................................36

                                    ARTICLE 5
                                    REMEDIES

SECTION 5.01.    Events of Default.............................................................36
SECTION 5.02.    Acceleration of Maturity Rescission Annulment.................................38
SECTION 5.03.    Collection of Indebtedness and Suits for Enforcement by Trustee...............39
SECTION 5.04.    Trustee May File Proofs of Claims.............................................39
SECTION 5.05.    Trustee May Enforce Claims Without Possession of Securities...................41




                                       ii




                                                                                             PAGE
                                                                                             ----
                                                                                          
SECTION 5.06.    Application of Money Collected................................................41
SECTION 5.07.    Limitation on Suits...........................................................41
SECTION 5.08.    Unconditional Right of Holders to Receive Principal,
                 Premium and Interest..........................................................42
SECTION 5.09.    Restoration of Rights and Remedies............................................42
SECTION 5.10.    Rights and Remedies Cumulative................................................43
SECTION 5.11.    Delay or Omission Not Waiver..................................................43
SECTION 5.12.    Control by Majority...........................................................43
SECTION 5.13.    Waiver of past Defaults.......................................................43
SECTION 5.14.    Undertaking for Costs.........................................................44
SECTION 5.15.    Waiver of Stay, Extension or Usury Laws.......................................44
SECTION 5.16.    Unconditional Right of Holders to Receive Payment.............................45

                                    ARTICLE 6
                                   THE TRUSTEE

SECTION 6.01.    Certain Duties and Responsibilities...........................................45
SECTION 6.02.    Notice of Defaults............................................................46
SECTION 6.03.    Certain Rights of Trustee.....................................................46
SECTION 6.04.    Trustee Not Responsible for Recitals, Dispositions of
                   Securities or Application of Proceeds Thereof...............................48
SECTION 6.05.    Trustee and Agents May Hold Securities; Collections; Etc......................48
SECTION 6.06.    Money Held in Trust...........................................................48
SECTION 6.07.    Compensation and Indemnification of Trustee and Its
                   Prior Claim.................................................................48
SECTION 6.08.    Conflicting Interests.........................................................49
SECTION 6.09.    Corporate Trustee Required; Eligibility.......................................49
SECTION 6.10.    Resignation and Removal; Appointment of Successor
                   Trustee.....................................................................50
SECTION 6.11.    Acceptance of Appointment by Successor........................................51
SECTION 6.12.    Merger, Conversion, Amalgamation, Consolidation or
                   Succession to Business......................................................52

                                   ARTICLE 7
               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 7.01.    Preservation of Information; Company To Furnish Trustee
                   Names and Addresses of Holders..............................................53
SECTION 7.02.    Communications of Holders.....................................................53



                                       iii




                                                                                             PAGE
                                                                                             ----
                                                                                          
SECTION 7.03.    Reports by Trustee............................................................54
SECTION 7.04.    Reports by Company............................................................54

                                    ARTICLE 8
                  CONSOLIDATION, MERGER, SALE OF ASSETS, ETC

SECTION 8.01.    Company May Consolidate, Etc., Only on Certain Terms..........................55
SECTION 8.02.    Successor Substituted.........................................................55

                                            ARTICLE 9
                               SUPPLEMENTAL INDENTURES AND WAIVERS

SECTION 9.01.    Supplemental Indentures, Agreements and Waivers
                   Without Consent of Holders..................................................56
SECTION 9.02.    Supplemental Indentures, Agreements and Waivers with
                   Consent of Holders..........................................................57
SECTION 9.03.    Execution of Supplemental Indentures, Agreements and
                   Waivers.....................................................................58
SECTION 9.04.    Effect of Supplemental Indentures.............................................58
SECTION 9.05.    Conformity with Trust Indenture Act...........................................59
SECTION 9.06.    Reference in Securities to Supplemental Indentures............................59
SECTION 9.07.    Record Date...................................................................59
SECTION 9.08.    Revocation and Effect of Consents.............................................59

                                   ARTICLE 10
                                    COVENANTS

SECTION 10.01.   Payment of Principal, Premium and Interest...................................59
SECTION 10.02.   Maintenance of Office or Agency..............................................60
SECTION 10.03.   Money for Security Payments to Be Held.......................................61
SECTION 10.04.   Corporate Existence..........................................................62
SECTION 10.05.   Compliance Certificates and Opinions.........................................62

                                   ARTICLE 11
                           SATISFACTION AND DISCHARGE

SECTION 11.01.   Satisfaction and Discharge of Indenture......................................63
SECTION 11.02.   Application of Trust Money...................................................64




                                       iv




                                                                                             PAGE
                                                                                             ----
                                                                                          
                                   ARTICLE 12
                                   REDEMPTION

SECTION 12.01.   Applicability of Article......................................................64
SECTION 12.02.   Notices to the Trustee........................................................65
SECTION 12.03.   Selection of Securities to Be Redeemed........................................65
SECTION 12.04.   Notice of Redemption..........................................................65
SECTION 12.05.   Effect of Notice of Redemption................................................67
SECTION 12.06.   Deposit of Redemption Price...................................................67
SECTION 12.07.   Securities Redeemed or Purchased in Part......................................67
SECTION 12.08.   Mandatory and Optional Sinking Funds..........................................68




                                                v





         INDENTURE, dated as of ______, 200_, between CCC INFORMATION
SERVICES GROUP INC., a corporation incorporated under the laws of the State
of Delaware (the "Company"), as issuer, and [                      ], as
trustee (the "Trustee")

                                    RECITALS

         The Company has duly authorized the issue from time to time of its
debentures, notes or other evidences of indebtedness to be issued in one or
more series (the "Securities"), up to such principal amount or amounts as may
from time to time be authorized in accordance with the terms of this
Indenture and to provide, among other things, for the authentication,
delivery and administration thereof, the Company has duly authorized the
execution and delivery of this Indenture.

         All things necessary have been done to make this Indenture a valid
agreement of each of the Company and the Trustee in accordance with the terms
hereof.

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchases of the
Securities by the holders thereof, it is mutually covenanted and agreed, for
the equal and proportionate benefit of the respective holders from time to
time of the Securities or of any and all series thereof and of the coupons,
if any, appertaining thereto as follows:

                                    ARTICLE 1
            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

         SECTION 1.01.    Definitions.

         "Affiliate" of any specified person means any other person which,
directly or indirectly, controls, is controlled by or is under direct or
indirect common control with, such specified person. For the purposes of this
definition, "control" when used with respect to any person means the power to
direct the management and policies of such person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise,
and the terms "affiliated," "controlling" and "controlled" have meanings
correlative to the foregoing.

         "Authorized Newspaper" means a newspaper (which, in the case of The
City of New York, will, if practicable, be The Wall Street Journal (Eastern



Edition) and in the case of London, will, if practicable, be the Financial
Times (London Edition) and published in an official language of the country
of publication customarily published at least once a day for at least five
days in each calendar week and of general circulation in The City of New York
or London, as applicable. If it shall be impractical in the opinion of The
Trustee to make any publication of any notice required hereby in an
Authorized Newspaper, any publication or other notice in lieu thereof which
is made or given with the approval of the Trustee shall constitute a
sufficient publication of such notice.

         "Bankruptcy Law" means Title 11, United States Code or any similar
federal or state law relating to bankruptcy, insolvency, receivership,
winding-up, liquidation, reorganization or relief of debtors or the law of
any other jurisdiction relating to bankruptcy, insolvency, receivership,
winding-up, liquidation, reorganization or relief of debtors or any amendment
to, succession to or change in any such law.

         "Bankruptcy Order" means any court order made in a proceeding
pursuant to or within the meaning of any Bankruptcy Law, containing an
adjudication of bankruptcy or insolvency, or providing for liquidation,
receivership, winding-up, dissolution, "concordate" or reorganization, or
appointing a Custodian of a debtor or of all or any substantial part of a
debtor's property, or providing for the staying, arrangement, adjustment or
composition of indebtedness or other relief of a debtor.

         "Board" means the Board of Directors of the Company.

         "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted
by the Board and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

         "Business Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in The City of New
York, New York are authorized or obligated by law, regulation or executive
order to close.

         "Common Stock" means, with respect to any person, any and all
shares, interests or other participations in, and other equivalents (however
designated and whether voting or non-voting) of such person's common stock
whether outstanding at the Issue Date, and includes, without limitation, all
series and classes of such common stock.


                                        2


         "Company" means the person named as the "Company" in the first
paragraph of this Indenture, until a successor person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor person.

         "Company Request" or "Company Order" means a written request or
order signed in the name of the Company by any one of its Chairman of the
Board, its Vice-Chairman, its Chief Executive Officer, its President or a
Vice President, and by its Secretary or an Assistant Secretary or the
Treasurer or an Assistant Treasurer, and delivered to the Trustee.

         "Corporate Trust Office" means the principal office of the Trustee
at which at any particular time its corporate trust business shall be
principally administered, which office at the date of execution of this
Indenture is located at [                      ] or at any other time at such
other address as the Trustee may designate from time to time by notice to the
Securityholders.

         "Custodian" means any receiver, interim receiver, receiver and
manager, receiver-manager, trustee, assignee, liquidator, sequestrator or
similar official under any Bankruptcy Law or any other law respecting secured
creditors and the enforcement of their security or any other person with like
powers whether appointed judicially or out of court and whether pursuant to
an interim or final appointment.

         "Default" means any event that is, or after notice or passage of
time or both would be, an Event of Default.

         "Depository" means The Depository Trust Company, its nominees and
successors.

         "Exchange Act" means the Securities Exchange Act of 1934, as
amended, together with the rules and regulations promulgated thereunder.

         "GAAP" means, at any date of determination, generally accepted
accounting principles in effect in the United States and which are applicable
as of the date of determination and which are consistently applied for all
applicable periods.

         "Global Securities" means one or more permanent global Securities in
registered form representing the aggregate principal amount of Securities.


                                        3



         "guarantee" means, as applied to any obligation, (i) a guarantee
(other than by endorsement of negotiable instruments for collection in the
ordinary course of business), direct or indirect, in any manner, of any part
or all of such obligation and (ii) an agreement, direct or indirect,
contingent or otherwise, the practical effect of which is to assure in any
way the payment or performance (or payment of damages in the event of
non-performance) of all or any part of such obligation, including, without
limiting the foregoing, the payment of amounts drawn down by letters of
credit.

         "Holder" or "Securityholder" means a person in whose name a Security
is registered in the Security Register with respect to Registered Securities
and the bearer of any Unregistered Security or any coupon appertaining
thereto, as the case may be.

         "Indenture" means this instrument as originally executed (including
all exhibits and schedules hereto) and as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof.

         "Indenture Obligations" means the obligations of the Company under
this Indenture or under the Securities, to pay principal of, premium, if any,
and interest on the Securities when due and payable, whether at maturity, by
acceleration, call for redemption or repurchase or otherwise, and all other
amounts due or to become due under or in connection with this Indenture or
the Securities and the performance of all other obligations to the Trustee
(including, but not limited to, payment of all amounts due the Trustee under
Section 6.07 hereof) and the Holders of the Securities under this Indenture
and the Securities, according to the terms thereof.

         "Interest Payment Date" means, when used with respect to any
Security, the stated maturity of an installment of interest on such Security,
as set forth in such Security.

         "Issue Date" means the relevant original date of issuance of the
Securities of any series.

         "Lien" means any mortgage, charge, pledge, lien (statutory or
other), security interest, hypothecation, assignment for security, claim, or
preference or priority or other encumbrance upon or with respect to any
property of any kind. A person shall be deemed to own subject to a Lien any
property which such person has acquired or holds subject to the interest of a
vendor or lessor under any conditional sale agreement, capital lease or other
title retention agreement.


                                        4



         "Material Subsidiary" means any Subsidiary of the Company, which, at
any date of determination, is a "Significant Subsidiary" (as that term is
defined in Regulation S-X issued under the Securities Act).

         "Maturity Date" means, with respect to any Security, the date
specified in such Security as the fixed date on which the principal of such
Security is due and payable.

         "Moody's" means Moody's Investors Service.

         "Officer" means, with respect to the Company, the Chairman of the
Board, a Vice Chairman, the President, a Vice President, the Secretary, an
Assistant Secretary, the Treasurer or an Assistant Treasurer.

         "Officers' Certificate" means a certificate signed by the Chairman
of the Board, a Vice Chairman, the President or a Vice President, and by the
Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer,
of the Company and delivered to the Trustee.

         "Opinion of Counsel" means a written opinion of counsel who may be
counsel for the Company or the Trustee, and who shall be reasonably
acceptable to the Trustee.

         "Original Issue Discount Security" means any Security that provides
for an amount less than the principal amount thereof to be due and payable
upon a declaration of acceleration of the maturity thereof pursuant to
Section 5.02.

         "Outstanding" means, as of the date of determination, all Securities
theretofore authenticated and delivered under this Indenture, except:

                   (a)     Securities theretofore canceled by the Trustee or
         delivered to the Trustee for cancellation;

                   (b) Securities, or portions thereof, for whose payment or
         redemption money in the necessary amount has been theretofore deposited
         with the Trustee or any Paying Agent (other than the Company or any
         Affiliate thereof) in trust or set aside and segregated in trust by the
         Company or any Affiliate thereof (if the Company or such Affiliate
         shall act as Paying Agent) for the Holders of such Securities;
         provided, however, that if such Securities are to be redeemed, notice
         of such redemption has been duly given pursuant to this Indenture or
         provision therefor satisfactory to the Trustee has been made;


                                        5


                   (c) Securities with respect to which the Company has effected
         defeasance or covenant defeasance as provided in Article 4, to the
         extent provided in Sections 4.02 and 4.03 hereof; and

                   (d) Securities in exchange for or in lieu of which other
         Securities have been authenticated and delivered pursuant to this
         Indenture, other than any such Securities in respect of which there
         shall have been presented to the Trustee proof satisfactory to it that
         such Securities are held by a bona fide purchaser in whose hands the
         Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities of any series have given any
request, demand, authorization, direction, notice, consent or waiver
hereunder, Securities of such series owned by the Company or any other
obligor upon the Securities of such series or any Affiliate of the Company or
such other obligor shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Securities that a Responsible Officer of the Trustee actually
knows to be so owned shall be so disregarded. The Company shall notify the
Trustee, in writing, when it repurchases or otherwise acquires Securities, of
the aggregate principal amount of such Securities so repurchased or otherwise
acquired. Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and
that the pledgee is not the Company or any other obligor upon the Securities
or any Affiliate of the Company or such other obligor. If the Paying Agent
holds, in its capacity as such, on any Maturity Date or on any optional
redemption date money sufficient to pay all accrued interest and principal
with respect to such Securities payable on that date and is not prohibited
from paying such money to the Holders thereof pursuant to the terms of this
Indenture, then on and after that date such Securities cease to be
Outstanding and interest on them ceases to accrue. Securities may also cease
to be Outstanding to the extent expressly provided in Article 4.

         "Periodic Offering" means an offering of Securities of a series from
time to time, the specific terms of which Securities, including, without
limitation, the rate or rates of interest, if any, thereon, the stated
maturity or maturities thereof and the redemption provisions, if any, with
respect thereto, are to be determined by the Company or its agents upon the
issuance of such Securities.


                                        6


         "person" means any individual, corporation, limited liability
company, partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political
subdivision thereof.

         "Redemption Date" means, with respect to any Security of any series
to be redeemed, the date fixed by the Company for such redemption pursuant to
this Indenture and the Securities of such series.

         "Redemption Price" means, with respect to any Security of any series
to be redeemed, the price fixed for such redemption pursuant to the terms of
this Indenture and the Securities of such series.

         "Registered Global Security" means a Security evidencing all or a
part of a series of Registered Securities, issued to the Depository for such
series in accordance with Section 3.03 and bearing the legend prescribed in
Section 3.03.

         "Registered Security" means any Security registered on the Security
Register (as defined in Section 3.03).

         "Regular Record Date" means the Regular Record Date specified in the
Securities.

         "Responsible Officer" means, when used with respect to the Trustee,
any officer within the Corporate Trust Office including any Vice President,
Managing Director, Assistant Vice President, Secretary, Assistant Secretary
or Assistant Treasurer or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above
designated officers and also, with respect to a particular matter, any other
officer to whom such matter is referred because of such officer's knowledge
and familiarity with the particular subject.

         "SEC" means the Securities and Exchange Commission, as from time to
time constituted, or if at any time after the execution of this Indenture
such Commission is not existing and performing the applicable duties now
assigned to it, then the body or bodies performing such duties at such time.

         "Securities" shall have the meaning specified in the recitals of
this Indenture.

         "Securities Act" means the Securities Act of 1933, as amended, and
the rules and regulations promulgated by the SEC thereunder.


                                        7



         "Special Record Date" means, with respect to the payment of any
Defaulted Interest, a date fixed by the Trustee pursuant to Section 3.08
hereof.

         "Subsidiary" means, with respect to any person, (i) any corporation
of which the outstanding capital stock or other ownership interests having at
least a majority of the votes entitled to be cast in the election of
directors shall at the time be owned, directly or indirectly, by such person,
or (ii) any other person of which at least a majority of voting interest is
at the time, directly or indirectly, owned by such person.

         "Trust Indenture Act" or "TIA" means the Trust Indenture Act of
1939, as amended.

         "Trustee" means the person named as the "Trustee" in the first
paragraph of this Indenture, until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean such successor Trustee.

         "Unregistered Security" means any Security other than a Registered
Security.

         SECTION 1.02.    Other Definitions.




Defined in
Term                                                                 Section
- ------------                                                         -------
                                                                  
"Act"                                                                  1.05
"Agent Members"                                                        3.17
"covenant defeasance"                                                  4.03
"Defaulted Interest"                                                   3.08
"defeasance"                                                           4.02
"Defeased Securities"                                                  4.01
"Event of Default"                                                     5.01
"insolvent person"                                                     4.04
"Mandatory sinking fund payment"                                      12.08
"Optional sinking fund payment"                                       12.08
"Paying Agent" or "Agent"                                              3.02
"Physical Securities"                                                  3.17
"Registrar"                                                            3.02


                                        8


"Security Register"                                                    3.06
"sinking fund payment date"                                           12.08
"surviving entity"                                                     8.01


         SECTION 1.03.    Rules of Construction. For all purposes of this
Indenture, except as otherwise expressly provided or unless the context
otherwise requires:

          (a) the terms defined in this Article have the meanings assigned to
them in this Article, and include the plural as well as the singular;

          (b) all other terms used herein which are defined in the Trust
Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;

          (c) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with GAAP;

          (d) the words "herein," "hereof" and "hereunder" and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision;

          (e) all references to "$" or "dollars" refer to the lawful currency
of the United States of America; and

          (f) the words "include," "included" and "including" as used herein
are deemed in each case to be followed by the phrase "without limitation."

         SECTION 1.04.    Form of Documents Delivered to Trustee. In any case
where several matters are required to be certified by, or covered by an
opinion of, any specified person, it is not necessary that all such matters
be certified by, or covered by the opinion of, only one such person, or that
they be so certified or covered by only one document, but one such person may
certify or give an opinion with respect to some matters and one or more other
persons as to other matters, and any such person may certify or give an
opinion as to such matters in one or several documents.

         Any certificate or opinion of an officer of the Company may be
based, insofar as it relates to legal matters, upon a certificate or opinion
of, or representations by, counsel, unless such officer knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to the matters upon which his certificate or
opinion is based are


                                        9


erroneous. Any such certificate or opinion may be based, insofar as it relates
to factual matters, upon a certificate or opinion of, or representations by, an
officer or officers of the Company stating that the information with respect to
such factual matters is in the possession of the Company, unless such counsel
knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to such matters are erroneous.

         Where any person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated, with
proper identification of each matter covered therein, and form one instrument.

         SECTION 1.05.    Acts of Holders. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Holders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Holders in person or by an agent duly appointed in writing; and, except
as herein otherwise expressly provided, such action shall become effective
when such instrument or instruments are delivered to the Trustee and, where
it is hereby expressly required, to the Company. Such instrument or
instruments (and the action embodied therein and evidenced thereby) are
herein sometimes referred to as the "Act" of the Holders signing such
instrument or instruments. Proof of execution (as provided below in
subsection (b) of this Section 1.05) of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 6.01 hereof) conclusive in favor of the
Trustee and the Company, if made in the manner provided in this Section.

          (b) The fact and date of the execution by any person of any such
instrument or writing may be proved in any reasonable manner which the
Trustee deems sufficient.

          (c) The ownership of any Registered Securities shall be proved by
the Security Register.

          (d) The Holder of any Unregistered Security and the Holder of any
coupon shall be deemed and treated as the absolute owner of such Unregistered
Security or coupon (whether or not such Unregistered Security or coupon shall
be overdue). The fact of the holding by any Holder of an Unregistered
Security, and the identifying number of such Security and the date of his
holding the same, may be proved by the production of such Security or by a
certificate executed by any trust company, bank, banker or recognized
securities dealer wherever situated satisfactory to the banker or recognized
securities dealer wherever situated


                                        10


satisfactory to the Trustee, if such certificate shall be deemed by the Trustee
to be satisfactory. Each such certificate shall be dated and shall state that on
the date thereof a Security bearing a specified identifying number was deposited
with or exhibited to such trust company, bank, banker or recognized securities
dealer by the person named in such certificate. Any such certificate may be
issued in respect of one or more Unregistered Securities specified therein. The
holding by the person named in any such certificate of any Unregistered
Securities specified therein shall be presumed to continue for a period of one
year from the date of such certificate unless at the time of any determination
of such holding (i) another certificate bearing a later date issued in respect
of the same Securities shall be produced or (ii) the Security specified in such
certificate shall be produced by some other Person, or (iii) the Security
specified in such certificate shall have ceased to be outstanding. Subject to
Article 6, the fact and date of the execution of any such instrument and the
amount and numbers of Securities held by the Person so executing such instrument
may also be proven in accordance with such reasonable rules and regulations as
may be prescribed by the Trustee or in any other manner which the Trustee may
deem sufficient.

          (e) Any request, demand, authorization, direction, notice, consent,
waiver or other action by the Holder of any Security shall bind every future
Holder of the same Security or the Holder of every Security issued upon the
transfer thereof or in exchange therefor or in lieu thereof to the same extent
as the original Holder, in respect of anything done, suffered or omitted to be
done by the Trustee, any Paying Agent or the Company in reliance thereon,
whether or not notation of such action is made upon such Security.

         SECTION 1.06. Notices, etc., to the Trustee and the Company. Any
request, demand, authorization, direction, notice, consent, waiver or Act of
Holders or other document provided or permitted by this Indenture to be made
upon, given or furnished to, or filed with:

          (a) the Trustee by any Holder or by the Company shall be sufficient
for every purpose hereunder if made, given, furnished or filed, in writing, to
or with the Trustee at [ ]or at any other address previously furnished in
writing to the Holders and the Company by the Trustee; or

          (b) the Company by the Trustee or by any Holder shall be sufficient
for every purpose (except as otherwise expressly provided herein) hereunder if
in writing and mailed, first-class postage prepaid, to the Company addressed
to it at CCC Information Services Group Inc., 444 Merchandise Mart, Chicago,
Illinois 60654


                                       11



Attention: Reid E. Simpson, or at any other address previously
furnished in writing to the Trustee by the Company.

         SECTION 1.07. Notice to Holders; Waiver. Where this Indenture provides
for notice to Holders of any Registered Securities and any Holders of
Unregistered Securities who have filed their names and addresses with the
Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act of any event,
such notice shall be sufficiently given (unless otherwise expressly provided
herein) if in writing and mailed, first-class postage prepaid, to each Holder
affected by such event, at the address of such Holder as it appears in the
Security Register, not later than the latest date, and not earlier than the
earliest date, prescribed for the giving of such notice. In any case where
notice to Holders is given by mail, neither the failure to mail such notice, nor
any defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders. Any notice when mailed
to a Holder in the aforesaid manner shall be conclusively deemed to have been
received by such Holder whether or not actually received by such Holder. Any
notice or communication shall be sufficiently given to Holders of any
Unregistered Securities, by publication at least once in an Authorized Newspaper
in The City of New York, or with respect to any Security the interest on which
is based on the offered quotations in the interbank Eurodollar market for dollar
deposits at least once in an Authorized Newspaper in London. Where this
Indenture provides for notice in any manner, such notice may be waived in
writing by the person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall not be
a condition precedent to the validity of any action taken in reliance upon such
waiver.

         In case by reason of the suspension of regular mail service or by
reason of any other cause, it shall be impracticable to mail notice of any event
as required by any provision of this Indenture, then any method of giving such
notice as shall be satisfactory to the Trustee shall be deemed to be a
sufficient giving of such notice.

         SECTION 1.08. Conflict with Trust Indenture Act. If any provision
hereof limits, qualifies or conflicts with any provision of the Trust Indenture
Act or another provision which is required or deemed to be included in this
Indenture by any of the provisions of the Trust Indenture Act, such provision or
requirement of the Trust Indenture Act shall control.

         If any provision of this Indenture modifies or excludes any provision
of the Trust Indenture Act that may be so modified or excluded, the latter
provision


                                       12



shall be deemed to apply to this Indenture as so modified or excluded, as the
case may be.

         SECTION 1.09. Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

         SECTION 1.10. Successors and Assigns. All covenants and agreements
in this Indenture by the Company shall bind its successors and assigns,
whether so expressed or not.

         SECTION 1.11. Separability Clause. In case any provision in this
Indenture or in the Securities issued pursuant hereto shall be invalid, illegal
or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

         SECTION 1.12. Benefits of Indenture. Nothing in this Indenture or in
the Securities issued pursuant hereto, express or implied, shall give to any
person (other than the parties hereto and their successors hereunder, any Paying
Agent and the Holders) any benefit or any legal or equitable right, remedy or
claim under this Indenture.

         SECTION 1.13. Governing Law. THIS INDENTURE AND THE SECURITIES SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.

         SECTION 1.14. No Recourse Against Others. A director, officer, employee
or stockholder, as such, of the Company shall not have any liability for any
obligations of the Company under the Securities or this Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation.

         SECTION 1.15. Independence of Covenants. All covenants and agreements
in this Indenture shall be given independent effect so that if a particular
action or condition is not permitted by any of such covenants, the fact that it
would be permitted by an exception to, or be otherwise within the limitations
of, another covenant shall not avoid the occurrence of a Default if such action
is taken or condition exists.

         SECTION 1.16. Exhibits. All exhibits attached hereto are by this
reference made a part hereof with the same effect as if herein set forth in
full.


                                       13



         SECTION 1.17. Counterparts. This Indenture may be executed in any
number of counterparts and by telecopier, each of which shall be an original;
but such counterparts shall together constitute but one and the same
instrument.

         SECTION 1.18. Duplicate Originals. The parties may sign any number
of copies of this Indenture. Each signed copy shall be an original, but all
of them together represent the same agreement.

                                    ARTICLE 2
                                 SECURITY FORMS

         SECTION 2.01. Form and Dating. The Securities of each series and the
Trustee's certificate of authentication with respect thereto shall be in
substantially such form or forms (not inconsistent with this Indenture) as shall
be established by or pursuant to one or more Board Resolutions or in one or more
indentures supplemental hereto, in each case, with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture and may have such letters, numbers or other marks of
identification and such legends or endorsements, not inconsistent with the
provisions of this Indenture, placed thereon as may be required to comply with
any applicable law or with the rules of the Depository, any clearing agency or
any securities exchange or as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution thereof.
Unless otherwise so established, Unregistered Securities shall have coupons
attached.

         The definitive Securities shall be printed, typewritten, lithographed
or engraved or produced by any combination of these methods or may be produced
in any other manner permitted by the rules of any securities exchange on which
the Securities may be listed, all as determined by the officers executing such
Securities, as evidenced by their execution of such Securities.

         Each Security shall be dated the date of its issuance and shall show
the date of its authentication. The terms and provisions contained in the
Securities shall constitute, and are expressly made, a part of this Indenture.

                                   ARTICLE 3
                                 THE SECURITIES

         SECTION 3.01. Amount Unlimited; Issuable in Series. The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.


                                       14



         The Securities may be issued in one or more series. There shall be
established in or pursuant to Board Resolution or one or more indentures
supplemental hereto, prior to the initial issuance of Securities of any series,
subject to the last sentence of this Section 3.01,

           (1) the designation of the Securities of the series, which shall
         distinguish the Securities of the series from the Securities of all
         other series;

           (2) any limit upon the aggregate principal amount of the Securities
         of the series that may be authenticated and delivered under this
         Indenture and any limitation on the ability of the Company to increase
         such aggregate principal amount after the initial issuance of the
         Securities of that series (except for Securities authenticated and
         delivered upon registration of transfer of, or in exchange for, or in
         lieu of, or upon redemption of, other Securities of the series pursuant
         hereto);

           (3) the date or dates on which the principal of the Securities of
         the series is payable (which date or dates may be fixed or
         extendible);

           (4) the rate or rates (which may be fixed or variable) per annum at
         which the Securities of the series shall bear interest, if any, the
         date or dates from which such interest shall accrue, on which such
         interest shall be payable and (in the case of Registered Securities) on
         which a record shall be taken for the determination of Holders to whom
         interest is payable and/or the method by which such rate or rates or
         date or dates shall be determined;

           (5) if other than as provided in Section 10.02, the place or places
         where the principal of and any interest on Securities of the series
         shall be payable, any Registered Securities of the series may be
         surrendered for exchange, notices, demands to or upon the Company in
         respect of the Securities of the series and this Indenture may be
         served and notice to Holders may be published;

           (6) the right, if any, of the Company to redeem Securities of the
         series, in whole or in part, at its option and the period or periods
         within which, the price or prices at which and any terms and conditions
         upon which Securities of the series may be so redeemed, pursuant to any
         sinking fund or otherwise;


                                       15



           (7) the obligation, if any, of the Company to redeem, purchase or
         repay Securities of the series pursuant to any mandatory redemption,
         sinking fund or analogous provisions or at the option of a Holder
         thereof and the price or prices at which and the period or periods
         within which and any of the terms and conditions upon which Securities
         of the series shall be redeemed, purchased or repaid, in whole or in
         part, pursuant to such obligation;

           (8) if other than denominations of $1,000 and any integral multiple
         thereof, the denominations in which Securities of the series shall be
         issuable;

           (9) if other than the principal amount thereof, the portion of the
         principal amount of Securities of the series which shall be payable
         upon declaration of acceleration of the maturity thereof;

          (10) if other than the coin or currency in which the Securities of the
         series are denominated, the coin or currency in which payment of the
         principal of or interest on the Securities of the series shall be
         payable or if the amount of payments of principal of and/or interest on
         the Securities of the series may be determined with reference to an
         index based on a coin or currency other than that in which the
         Securities of the series are denominated, the manner in which such
         amounts shall be determined;

          (11) if other than the currency of the United States of America, the
         currency or currencies, including composite currencies, in which
         payment of the Principal of and interest on the Securities of the
         series shall be payable, and the manner in which any such currencies
         shall be valued against other currencies in which any other Securities
         shall be payable;

          (12) whether the Securities of the series or any portion thereof will
         be issuable as Registered Securities (and if so, whether such
         Securities will be issuable as Registered Global Securities) or
         Unregistered Securities (with or without coupons), or any combination
         of the foregoing, any restrictions applicable to the offer, sale or
         delivery of Unregistered Securities or the payment of interest thereon
         and, if other than as provided herein, the terms upon which
         Unregistered Securities of any series may be exchanged for Registered
         Securities of such series and vice versa;

          (13) whether and under what circumstances the Company will pay
         additional amounts on the Securities of the series held by a person
         who is not a U.S. person in respect of any tax, assessment or
         governmental charge


                                       16



         withheld or deducted and, if so, whether the Company will have the
         option to redeem such Securities rather than pay such additional
         amounts;

          (14) if the Securities of the series are to be issuable in definitive
         form (whether upon original issue or upon exchange of a temporary
         Security of such series) only upon receipt of certain certificates or
         other documents or satisfaction of other conditions, the form and terms
         of such certificates, documents or conditions;

          (15) any trustees, depositaries, authenticating or paying agents,
         transfer agents or the registrar or any other agents with respect to
         the Securities of the series;

          (16) provisions, if any, for the defeasance of the Securities of the
         series (including provisions permitting defeasance of less than all
         Securities of the series), which provisions may be in addition to, in
         substitution for, or in modification of (or any combination of the
         foregoing) the provisions of Article 4;

          (17) if the Securities of the series are issuable in whole or in part
         as one or more Registered Global Securities, the identity of the
         Depository for such Registered Global Security or Securities;

          (18) any other events of default or covenants with respect to the
         Securities of the series; and

          (19) any other terms of the Securities of the series (which terms
         shall not be inconsistent with the provisions of this Indenture).

         All Securities of any one series and coupons, if any, appertaining
thereto shall be substantially identical, except in the case of Registered
Securities as to date and denomination, and except as may otherwise be provided
by or pursuant to the Board Resolution referred to above or as set forth in any
such indenture supplemental hereto. All Securities of any of series need not be
issued at the same time and may be issued from time to time, consistent with the
terms of this Indenture, if so provided by or pursuant to such Board Resolution
or in any such indenture supplemental hereto and any forms and terms of
Securities to be issued from time to time may be completed and established from
time to time prior to the issuance thereof by procedures described in such Board
Resolution or supplemental indenture.


                                       17



         SECTION 3.02. Registrar and Paying Agent. The Company shall maintain an
office or agency (which shall be located in the Borough of Manhattan in The City
of New York, State of New York) where Securities may be presented for
registration of transfer or for exchange (the "Registrar"), an office or agency
(which shall be located in the Borough of Manhattan in The City of New York,
State of New York) where Securities may be presented for payment (the "Paying
Agent" or "Agent") and an office or agency where notices and demands to or upon
the Company in respect of the Securities and this Indenture may be served. The
Registrar shall keep a register of the Securities and of their transfer and
exchange. The Company may have one or more co-registrars and one or more
additional paying agents. The term "Paying Agent" or "Agent" includes any
additional paying agent. The Company may act as its own Paying Agent.

         The Company shall enter into an appropriate agency agreement with any
Agent not a party to this Indenture, which shall incorporate the provisions of
the Trust Indenture Act. The agreement shall implement the provisions of this
Indenture that relate to such Agent. The Company shall notify the Trustee of the
name and address of any such Agent. If the Company fails to maintain a Registrar
or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as
such and shall be entitled to appropriate compensation in accordance with
Section 6.07 hereof.

         The Company initially appoints the Trustee as the Registrar and Paying
Agent and agent for service of notices and demands in connection with the
Securities. If, at any time, the Trustee is not the Registrar, the Registrar
shall make available to the Trustee ten days prior to each Interest Payment Date
and at such other times as the Trustee may reasonably request the names and
addresses of the Holders as they appear in the Security Register.

         SECTION 3.03. Execution and Authentication. The Company shall approve
the form of the Securities and any notation, legend or endorsement thereon. Each
Security shall be dated the date of issuance and shall show the date of its
authentication.

         The terms and provisions contained in the Securities shall constitute,
and are hereby expressly made, a part of this Indenture and, to the extent
applicable, the Company and the Trustee, by their execution and delivery of this
Indenture, expressly agree to such terms and provisions and to be bound thereby.

         Two Officers, or an Officer and an Assistant Secretary, shall sign, or
one Officer shall sign, and one Officer or an Assistant Secretary (each of whom
shall,


                                       18


in each case, have been duly authorized by all requisite corporate actions)
shall attest to, the Securities for the Company by manual or facsimile
signature.

         If an Officer or Assistant Secretary whose signature is on a Security
was an Officer or Assistant Secretary at the time of such execution but no
longer holds that office or position at the time the Trustee authenticates the
Security, the Security shall nevertheless be valid.

         A Security (other than coupons) shall not be valid until the Trustee
manually signs the certificate of authentication on the Security. The signature
shall be conclusive evidence that the Security has been authenticated under this
Indenture.

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series having attached
thereto appropriate coupons, if any, executed by the Company to the Trustee for
authentication together with the applicable documents referred to below in this
Section, and the Trustee shall thereupon authenticate and deliver such
Securities to or upon the written order of the Company. In authenticating any
Securities of a series, the Trustee shall be entitled to receive prior to the
first authentication of any Securities of such series, and (subject to Article
6) shall be fully protected in relying upon, unless and until such documents
have been superseded or revoked:

                  (1) any Board Resolution and/or executed supplemental
         indenture referred to in Sections 2.01 and 3.03 by or pursuant to which
         the forms and terms of the Securities of that series were established;

                  (2) an Officers' Certificate setting forth the form or forms
         and terms of the Securities, stating that the form or forms and terms
         of the Securities of such series have been, or will be when established
         in accordance with such procedures as shall be referred to therein,
         established in compliance with this Indenture; and

                  (3) an Opinion of Counsel substantially to the effect that the
         form or forms and terms of the Securities of such series have been, or
         will be when established in accordance with such procedures as shall be
         referred to therein, established in compliance with this Indenture and
         that the supplemental indenture, to the extent applicable, and
         Securities have been duly authorized and, if executed and authenticated
         in accordance with the provisions of the Indenture and delivered to and
         duly paid for by the purchasers thereof on the date of such opinion,
         would be entitled to the benefits of the Indenture and would be valid
         and binding obligations of the


                                       19



         Company, enforceable against the Company in accordance with their
         respective terms, subject to bankruptcy, insolvency, reorganization,
         receivership, moratorium and other similar laws affecting creditors'
         rights generally, general principles of equity, and such other matters
         as shall be specified therein.

         If the Company shall establish pursuant to Section 3.01 that the
Securities of a series or a portion thereof are to be issued in the form of one
or more Registered Global Securities, then the Company shall execute and the
Trustee shall authenticate and deliver one or more Registered Global Securities
that (i) shall represent and shall be denominated in an amount equal to the
aggregate principal amount of all of the Securities of such series issued in
such form and not yet canceled, (ii) shall be registered in the name of the
Depository for such Registered Global Security or Securities or the nominee of
such Depository, (iii) shall be delivered by the Trustee to such Depository or
its custodian or pursuant to such Depository's instructions and (iv) shall bear
a legend substantially to the effect of Exhibit A hereto.

         The Trustee may appoint an authenticating agent reasonably acceptable
to the Company to authenticate Securities. Unless otherwise provided in the
appointment, an authenticating agent may authenticate Securities whenever the
Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the
same rights as an Agent to deal with the Company and Affiliates of the Company.

         SECTION 3.04. Denomination and Date of Securities; Payments of
Interest. The Securities of each series shall be issuable as Registered
Securities or Unregistered Securities in denominations established as
contemplated by Section 3.01 or, if not so established with respect to
Securities of any series, in denominations of $1,000 and any integral multiple
thereof. The Securities of each series shall be numbered, lettered or otherwise
distinguished in such manner or in accordance with such plan as the Officers of
the Company executing the same may determine, as evidenced by their execution
thereof.

         Each Security shall be dated the date of its authentication. The
Securities of each series shall bear interest, if any, from the date, and such
interest and shall be payable on the dates, established as contemplated by
Section 3.01.

         The person in whose name any Registered Security of any series is
registered at the close of business on any record date applicable to a
particular series with respect to any interest payment date for such series
shall be entitled to receive the interest, if any, payable on such interest
payment date notwithstanding

(
                                       20




any transfer or exchange of such Registered Security subsequent to the record
date and prior to such interest payment date, except if and to the extent the
Company shall default in the payment of the interest due on such interest
payment date for such series, in which case the provisions of Section 3.08 shall
apply. The term "record date" as used with respect to any interest payment date
(except a date for payment of defaulted interest) for the Securities of any
series shall mean the date specified as such in the terms of the Registered
Securities of such series established as contemplated by Section 3.01, or, if no
such date is so established, the fifteenth day next preceding such interest
payment date, whether or not such record date is a Business Day.

         SECTION 3.05. Temporary Securities. Until definitive Securities of any
series are prepared and ready for delivery, the Company may execute and upon a
Company Order the Trustee shall authenticate and deliver temporary Securities of
such series. Temporary Securities of any series shall be substantially in the
form of definitive Securities of such series, in any authorized denominations,
but may have variations that the Company reasonably considers appropriate for
temporary Securities of such series as conclusively evidenced by the Company's
execution of such temporary Securities.

         If temporary Securities of any series are issued, the Company will
cause definitive Securities of such series to be prepared without unreasonable
delay. After the preparation of definitive Securities of any series, the
temporary Securities of such series shall be exchangeable for definitive
Securities of such series and tenor upon surrender of the temporary Securities
at the office or agency of the Company designated for such purpose pursuant to
Section 10.02 hereof, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities of any series, the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like principal amount of definitive Securities of such series and
tenor and authorized denominations. Until so exchanged the temporary Securities
of any series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series.

         SECTION 3.06. Transfer and Exchange. The Company shall cause to be kept
at the Corporate Trust Office of the Trustee a register (the register maintained
in such office and in any other office or agency designated pursuant to Section
10.02 hereof being sometimes referred to herein as the "Security Register") in
which, subject to such reasonable regulations as the Registrar may prescribe,
the Company shall provide for the registration of Securities and of transfers
and exchanges of Securities. The Trustee is hereby initially appointed Registrar
for the purpose of registering Securities and transfers of Securities as herein
provided.


                                       21



         Unregistered Securities (except for any temporary global Unregistered
Securities) and coupons (except for coupons attached to any temporary global
Unregistered Securities) shall be transferable by delivery.

         At the option of the Holder thereof, Registered Securities of any
series (other than a Registered Global Security, except as set forth below) may
be exchanged for a Registered Security or Registered Securities of such series
and tenor having authorized denominations and an equal aggregate principal
amount, upon surrender of such Registered Securities to be exchanged at the
agency of the Company that shall be maintained for such purpose in accordance
with Section 3.02 and upon payment, if the Company shall so require, of the
charges hereinafter provided. If the Securities of any series are issued in both
registered and unregistered form, except as otherwise established pursuant to
Section 3.01, at the option of the Holder thereof, Unregistered Securities of
any series may be exchanged for Registered Securities of such series and tenor
having authorized denominations and an equal aggregate principal amount, upon
surrender of such Unregistered Securities to be exchanged at the agency of the
Company that shall be maintained for such purpose in accordance with Section
10.02, with, in the case of Unregistered Securities that have coupons attached,
all unmatured coupons and all matured coupons in default thereto appertaining,
and upon payment, if the Company shall so require, of the charges hereinafter
provided. At the option of the Holder thereof, if Unregistered Securities of any
series, maturity date, interest rate and original issue date are issued in more
than one authorized denomination, except as otherwise established pursuant to
Section 3.01, such Unregistered Securities may be exchanged for Unregistered
Securities of such series and tenor having authorized denominations and an equal
aggregate principal amount, upon surrender of such Unregistered Securities to be
exchanged at the agency of the Company that shall be maintained for such purpose
in accordance with Section 10.02, with, in the case of Unregistered Securities
that have coupons attached, all unmatured coupons and all matured coupons in
default thereto appertaining, and upon payment, if the Company shall so require,
of the charges hereinafter provided. Registered Securities of any series may not
be exchanged for Unregistered Securities of such series. Whenever any Securities
are so surrendered for exchange, the Company shall execute, and the Trustee
shall authenticate and deliver, the Securities which the Holder making the
exchange is entitled to receive.

         When Registered Securities are presented to the Registrar or a
co-Registrar with a request from the Holder of such Securities to register the
transfer or exchange for an equal principal amount of Securities of other
authorized denominations, the Registrar shall register the transfer or make the
exchange as requested; provided, however, that every Registered Security
presented or surrendered for registration of transfer or exchange shall be duly
endorsed or be


                                       22



accompanied by a written instrument of transfer or exchange in form satisfactory
to the Company and the Registrar, duly executed by the Holder thereof or his
attorney duly authorized in writing. Whenever any Securities are so presented
for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities which the Holder making the exchange is entitled to
receive. No service charge shall be made to the Securityholder for any
registration of transfer or exchange. The Company may require from the
Securityholder payment of a sum sufficient to cover any transfer taxes or other
governmental charge that may be imposed in relation to a transfer or exchange,
but this provision shall not apply to any exchange pursuant to Section 9.06
hereof (in which events the Company will be responsible for the payment of all
such taxes which arise solely as a result of the transfer or exchange and do not
depend on the tax status of the Holder).

         Notwithstanding any other provision of this Section 3.06, unless and
until it is exchanged in whole or in part for Securities in definitive
registered form, a Registered Global Security representing all or a portion of
the Securities of a series may not be transferred except as a whole by the
Depository for such series to a nominee of such Depository or by a nominee of
such Depository to such Depository or another nominee of such Depository or by
such Depository or any such nominee to a successor Depository for such series or
a nominee of such successor Depository.

         If at any time the Depository for any Registered Global Securities of
any series notifies the Company that it is unwilling or unable to continue as
Depository for such Registered Global Securities or if at any time the
Depository for such Registered Global Securities shall no longer be eligible
under applicable law, the Company shall appoint a successor Depository eligible
under applicable law with respect to such Registered Global Securities. If a
successor Depository eligible under applicable law for such Registered Global
Securities is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such ineligibility, the Company will
execute, and the Trustee, upon receipt of the Company's order for the
authentication and delivery of definitive Registered Securities of such series
and tenor, will authenticate and deliver Registered Securities of such series
and tenor, in any authorized denominations, in an aggregate principal amount
equal to the principal amount of such Registered Global Securities, in exchange
for such Registered Global Securities.

         The Company may at any time and in its sole discretion determine that
any Registered Global Securities of any series shall no longer be maintained in
global form. In such event the Company will execute, and the Trustee, upon
receipt of


                                       23



the Company's order for the authentication and delivery of definitive Registered
Securities of such series and tenor, will authenticate and deliver, Registered
Securities of such series and tenor in any authorized denominations, in an
aggregate principal amount equal to the principal amount of such Registered
Global Securities, in exchange for such Registered Global Securities.

         Any time the Registered Securities of any series are not in the form of
Registered Global Securities pursuant to the preceding two paragraphs, the
Company agrees to supply the Trustee with a reasonable supply of certificated
Registered Securities without the legend required by Section 3.03 and the
Trustee agrees to hold such Registered Securities in safekeeping until
authenticated and delivered pursuant to the terms of this Indenture.

         If established by the Company pursuant to Section 3.01 with respect to
any Registered Global Security, the Depository for such Registered Global
Security may surrender such Registered Global Security in exchange in whole or
in part for Registered Securities of the same series and tenor in definitive
registered form on such terms as are acceptable to the Company and such
Depository. Thereupon, the Company shall execute, and the Trustee shall
authenticate and deliver, without service charge,

          (i) to the Person specified by such Depository new Registered
         Securities of the same series and tenor, of any authorized
         denominations as requested by such Person, in an aggregate principal
         amount equal to and in exchange for such Person's beneficial interest
         in the Registered Global Security; and

         (ii) to such Depository a new Registered Global Security in a
         denomination equal to the difference, if any, between the principal
         amount of the surrendered Registered Global Security and the aggregate
         principal amount of Registered Securities authenticated and delivered
         pursuant to clause (i) above.

         Registered Securities issued in exchange for a Registered Global
Security pursuant to this Section 3.06 shall be registered in such names and in
such authorized denominations as the Depository for such Registered Global
Security, pursuant to instructions from its direct or indirect participants or
otherwise, shall instruct the Trustee or an agent of the Company or the Trustee.
The Trustee or such agent shall deliver such Securities to or as directed by the
Persons in whose names such Securities are so registered.


                                       24



         Notwithstanding anything herein or in the forms or terms of any
Securities to the contrary, none of the Company, the Trustee or any agent of the
Company or the Trustee shall be required to exchange any Unregistered Security
for a Registered Security if such exchange would result in adverse Federal
income tax consequences to the Company (such as, for example, the inability of
the Company to deduct from its income, as computed for Federal income tax
purposes, the interest payable on the Unregistered Securities) under then
applicable United States Federal income tax laws. The Trustee and any such agent
shall be entitled to rely on an Officers' Certificate or an Opinion of Counsel
in determining such result.

         The Trustee shall not be required to exchange or register the transfer
of any Security of any series for a period of 15 days immediately preceding the
first mailing of notice of redemption of Securities of such series to be
redeemed or of any Security of such series selected, called or being called for
redemption except, in the case of any Security of any series where public notice
has been given that such Security of such series is to be redeemed in part, the
portion thereof not to be redeemed.

         All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
indebtedness, and entitled to the same benefits under this Indenture, as the
Securities surrendered upon such registration of transfer or exchange.

         Any Holder of a beneficial interest in a Global Security shall, by
acceptance of such Global Security, agree that transfers of beneficial interests
in such Global Securities may be effected only through a book-entry system
maintained by the Holder of such Global Security (or its agent), and that
ownership of a beneficial interest in the Security shall be required to be
reflected in a book-entry system.

         SECTION 3.07. Mutilated, Destroyed, Lost and Stolen. If a mutilated
Security of any series is surrendered to the Trustee or if the Holder of a
Security of any series claims that the Security of such series has been lost,
destroyed or wrongfully taken, the Company shall execute and upon a Company
Order, the Trustee shall authenticate and deliver a replacement Security of such
series and tenor and principal amount, bearing a number not contemporaneously
outstanding if the Holder of such Security of such series furnishes to the
Company and to the Trustee evidence reasonably acceptable to them of the
ownership and the destruction, loss or theft of such Security of such series and
an indemnity bond shall be posted by such Holder, sufficient in the judgment of
the Company or the Trustee, as the case may be, to protect the Company, the
Trustee or any Agent


                                       25



from any loss that any of them may suffer if such Security is replaced. The
Company may charge such Holder for the Company's expenses in replacing such
Security of such series (including (i) expenses of the Trustee charged to the
Company and (ii) any tax or other governmental charge that may be imposed) and
the Trustee may charge the Company for the Trustee's expenses in replacing such
Security of such series.

         Every replacement Security issued pursuant to this Section in lieu of
any destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all benefits of this Indenture equally and proportionately with any
and all other Securities duly issued hereunder.

         The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities.

         SECTION 3.08. Payment of Interest; Interest Rights Preserved. Interest
on any Security which is payable, and is punctually paid or duly provided for,
on any Interest Payment Date shall be paid to the person in whose name that
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest.

         Any interest on any Security which is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date and interest on such
defaulted interest at the then applicable interest rate borne by the Securities,
to the extent lawful (such defaulted interest and interest thereon herein
collectively called "Defaulted Interest") shall forthwith cease to be payable to
the Holder on the Regular Record Date; and such Defaulted Interest may be paid
by the Company, at its election in each case, as provided in subsection (a) or
(b) below:

          (a) The Company may elect to make payment of any Defaulted Interest to
the persons in whose names the Securities (or their respective Predecessor
Securities) are registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest, which shall be fixed in the following
manner. The Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each Security and the date of the
proposed payment, and at the same time the Company shall deposit with the
Trustee an amount of money equal to the aggregate amount proposed to be paid in
respect of such Defaulted Interest or shall make arrangements satisfactory to
the Trustee for such deposit on or prior to the date of the proposed payment,
such money when


                                       26



deposited to be held in trust for the benefit of the persons entitled to such
Defaulted Interest as provided in this subsection (a). Thereupon the Trustee
shall fix a Special Record Date for the payment of such Defaulted Interest which
shall be not more than 15 days and not less than 10 days prior to the date of
the proposed payment and not less than 10 days after the receipt by the Trustee
of the notice of the proposed payment. The Trustee shall promptly notify the
Company in writing of such Special Record Date. In the name and at the expense
of the Company, the Trustee shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to be mailed,
first-class postage prepaid, to each Holder at its address as it appears in the
Security Register, not less than 10 days prior to such Special Record Date.
Notice of the proposed payment of such Defaulted Interest and the Special Record
Date therefor having been so mailed, such Defaulted Interest shall be paid to
the persons in whose names the Securities (or their respective Predecessor
Securities) are registered on such Special Record Date and shall no longer be
payable pursuant to the following subsection (b).

          (b) The Company may make payment of any Defaulted Interest in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities may be listed, and upon such notice as may be
required by such exchange, if, after written notice given by the Company to the
Trustee of the proposed payment pursuant to this subsection (b), such payment
shall be deemed practicable by the Trustee.

         Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.

         SECTION 3.09. Persons Deemed Owners. Prior to and at the time of due
presentment for registration of transfer, the Company, the Trustee and any agent
of the Company or the Trustee may treat the person in whose name any Registered
Security is registered in the Security Register, the person who holds any
Unregistered Security and the person who holds any coupon as the owner of such
Security for the purpose of receiving payment of principal of, premium, if any,
and (subject to Section 3.08 hereof) interest on such Security and for all other
purposes whatsoever, whether or not such Security shall be overdue, and neither
the Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

         SECTION 3.10.    Cancellation.  All Securities surrendered for payment,
redemption, registration of transfer or exchange shall be delivered to the
Trustee


                                       27



and, if not already canceled, shall be promptly canceled by it. The Company may
at any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in any
manner whatsoever, and all Securities so delivered shall be promptly canceled by
the Trustee. The Registrar and the Paying Agent shall forward to the Trustee any
Securities surrendered to them for registration of transfer or exchange,
redemption or payment. The Trustee and no one else shall cancel all Securities
surrendered for registration of transfer, exchange, payment, replacement or
cancellation. No Securities shall be authenticated in lieu of or in exchange for
any Securities canceled as provided in this Section 3.10 hereof, except as
expressly permitted by this Indenture. All canceled Securities held by the
Trustee shall be destroyed and certification of their destruction delivered to
the Company unless by a Company Order the Company shall timely direct that the
canceled Securities be returned to it. The Trustee shall provide the Company a
list of all Securities that have been canceled from time to time as requested by
the Company.

         SECTION 3.11.    Computation of Interest.  Interest on the Securities
shall be computed as provided for in the applicable supplemental Indenture.

         SECTION 3.12. Legal Holidays. In any case where any Interest Payment
Date, Redemption Date, date established for the payment of Defaulted Interest or
stated maturity of any Security shall not be a Business Day, then
(notwithstanding any other provision of this Indenture or of the Securities)
payment of principal, premium, if any, or interest need not be made on such
date, but may be made on the next succeeding Business Day with the same force
and effect as if made on the Interest Payment Date, Redemption Date, date
established for the payment of Defaulted Interest or at the stated maturity, as
the case may be. In such event, no interest shall accrue with respect to such
payment for the period from and after such Interest Payment Date, Redemption
Date, date established for the payment of Defaulted Interest or stated maturity,
as the case may be, to the next succeeding Business Day and, with respect to any
Interest Payment Date, interest for the period from and after such Interest
Payment Date shall accrue with respect to the next succeeding Interest Payment
Date.

         SECTION 3.13. CUSIP and CINS Numbers. The Company in issuing the
Securities may use "CUSIP" and "CINS" numbers (if then generally in use), and if
so, the Trustee shall use the CUSIP or CINS numbers, as the case may be, in
notices of redemption or exchange as a convenience to Holders; provided,
however, that any such notice may state that no representation is made as to the
correctness or accuracy of the CUSIP or CINS number, as the case may be, printed
in the notice or on the Securities, and that reliance may be placed only on the
other identification numbers printed on the Securities. The Company shall


                                       28



promptly notify the Trustee in writing of any change in the CUSIP or CINS number
of any type of Securities.

         SECTION 3.14. Paying Agent to Hold Money in Trust. Each Paying Agent
shall hold in trust for the benefit of the Securityholders or the Trustee all
money held by the Paying Agent for the payment of principal of, premium, if any,
or interest on the Securities, and shall notify the Trustee of any default by
the Company in making any such payment. Money held in trust by the Paying Agent
need not be segregated except as required by law and in no event shall the
Paying Agent be liable for any interest on any money received by it hereunder.
The Company at any time may require the Paying Agent to pay all money held by it
to the Trustee and account for any funds disbursed and the Trustee may at any
time during the continuance of any Event of Default, upon a Company Order to the
Paying Agent, require such Paying Agent to pay forthwith all money so held by it
to the Trustee and to account for any funds disbursed. Upon making such payment,
the Paying Agent shall have no further liability for the money delivered to the
Trustee.

         SECTION 3.15. Treasury Securities. In determining whether the Holders
of the required aggregate principal amount of Securities of any series have
concurred in any direction, waiver, consent or notice, Securities of such series
owned by the Company or an Affiliate of the Company shall be considered as
though they are not outstanding, except that for the purposes of determining
whether the Trustee shall be protected in relying on any such direction, waiver
or consent, only Securities of such series which a Responsible Officer of the
Trustee actually knows are so owned shall be so considered. The Company shall
notify the Trustee, in writing, when it or any of its Affiliates repurchases or
otherwise acquires Securities of such series, of the aggregate principal amount
of such Securities of such series so repurchased or otherwise acquired.

         SECTION 3.16. Deposits of Monies. Prior to 1:00 p.m. New York City time
on each Interest Payment Date and maturity date, the Company shall have
deposited with the Paying Agent in immediately available funds money sufficient
to make cash payments, if any, due on such Interest Payment Date and maturity
date, as the case may be, in a timely manner which permits the Paying Agent to
remit payment to the Holders on such Interest Payment Date and maturity date, as
the case may be.

         SECTION 3.17.    Book-entry Provisions for Global Securities.

          (a) The Global Securities of any series initially shall (i) be
registered in the name of the Depository or the nominee of such Depository, (ii)
be delivered to


                                       29



the Trustee as custodian for such Depository and (iii) bear legends as set forth
in Exhibit A.

         Members of, or participants in, the Depository ("Agent Members") shall
have no rights under this Indenture with respect to any Global Security of any
series held on their behalf by the Depository, or the Trustee as its custodian,
or under the Global Security of such series, and the Depository may be treated
by the Company, the Trustee and any agent of the Company or the Trustee as the
absolute owner of the Global Security of such series for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the
Company, the Trustee or any agent of the Company or the Trustee from giving
effect to any written certification, proxy or other authorization furnished by
the Depository or impair, as between the Depository and its Agent Members, the
operation of customary practices governing the exercise of the rights of a
Holder of any Security.

          (b) Transfers of Global Securities of any series shall be limited to
transfers in whole, but not in part, to the Depository, its successors or their
respective nominees. Securities issued in permanent certificated form ("Physical
Securities") shall be transferred to all beneficial owners, in exchange for
their beneficial interests in Global Securities of such series if (i) the
Depository notifies the Company that it is unwilling or unable to continue as
Depository for any Global Security, or that it will cease to be a "Clearing
Agency" under the Exchange Act, and in either case a successor Depository is not
appointed by the Company within 90 days of such notice or (ii) an Event of
Default has occurred and is continuing and the Registrar has received a written
request from the Depository to issue Physical Securities.

          (c) In connection with any transfer or exchange of a portion of the
beneficial interest in any Global Security of any series to beneficial owners
pursuant to paragraph (b), the Registrar shall (if one or more Physical
Securities are to be issued) reflect on its books and records the date and a
decrease in the principal amount at maturity of the Global Security of such
series in an amount equal to the principal amount at maturity of the beneficial
interest in the Global Security of such series to be transferred, and the
Company shall execute, and the Trustee shall authenticate and deliver, one or
more Physical Securities of such series and tenor and principal amount of
authorized denominations.

          (d) In connection with the transfer of Global Securities of any series
as an entirety to beneficial owners pursuant to paragraph (b), the Global
Securities of such series shall be deemed to be surrendered to the Trustee for
cancellation, and the Company shall execute, and the Trustee shall authenticate
and deliver, to each


                                       30




beneficial owner identified by the Depository in exchange for its beneficial
interest in the Global Securities of such series , an equal aggregate principal
amount at maturity of Physical Securities of such series and tenor of authorized
denominations.

          (e) The Holder of any Global Security of any series may grant proxies
and otherwise authorize any person, including Agent Members and persons that may
hold interests through Agent Members, to take any action which a Holder is
entitled to take under this Indenture or the Securities.

         SECTION 3.18. Series May Include Tranches. A series of Securities may
include one or more tranches (each a "tranche") of Securities, including
Securities issued on a Periodic Offering. The Securities of different tranches
may have one or more different terms, including authentication dates and public
offering prices, but all the Securities within each such tranche shall have
identical terms, including authentication date and public offering price.
Notwithstanding any other provision of this Indenture, with respect to Sections
3.01, 3.03 (other than the sixth paragraph thereof) through 3.07, 4.01 through
4.06, 5.01 through 5.16, 9.02, 10.02, 11.01, 11.02 and 12.01 through 12.08, if
any series of Securities includes more than one tranche, all provisions of such
sections applicable to any series of Securities shall be deemed equally
applicable to each tranche of any series of Securities in the same manner as
though originally designated a series unless otherwise provided with respect to
such series or tranche pursuant to Section 3.01. In particular, and without
limiting the scope of the next preceding sentence, any of the provisions of such
sections which provide for or permit action to be taken with respect to a series
of Securities shall also be deemed to provide for and permit such action to be
taken instead only with respect to Securities of one or more tranches within
that series (and such provisions shall be deemed satisfied thereby), even if no
comparable action is taken with respect to Securities in the remaining tranches
of that series.


                                    ARTICLE 4
                        DEFEASANCE OR COVENANT DEFEASANCE

         SECTION 4.01. Company's Option to Effect Defeasance or Covenant
Defeasance. The Company may, at its option by Board Resolution, at any time,
with respect to the Securities, elect to have either Section 4.02 or Section
4.03 hereof be applied to all of the Outstanding Securities of any series (the
"Defeased Securities"), upon compliance with the conditions set forth below in
this Article 4.


                                       31



         SECTION 4.02. Defeasance and Discharge. Upon the Company's exercise
under Section 4.01 hereof of the option applicable to this Section 4.02, the
Company shall be deemed to have been discharged from its obligations with
respect to the Defeased Securities of any series on the date the conditions set
forth below are satisfied (hereinafter, "defeasance"). For this purpose, such
defeasance means that the Company shall be deemed to have paid and discharged
the entire indebtedness represented by the Defeased Securities of such series,
which shall thereafter be deemed to be "Outstanding" only for the purposes of
Section 4.05 and the other Sections of this Indenture referred to in (a) and (b)
below, and to have satisfied all its other obligations under such Securities and
this Indenture insofar as such Securities are concerned (and the Trustee, at the
expense of the Company, and, upon Company Request, shall execute proper
instruments acknowledging the same), except for the following, which shall
survive until otherwise terminated or discharged hereunder: (a) the rights of
Holders of Defeased Securities of such series to receive, solely from the trust
fund described in Section 4.04 hereof and as more fully set forth in such
Section, payments in respect of the principal of, premium, if any, and interest
on such Securities when such payments are due (b) the Company's obligations with
respect to such Defeased Securities of such series under Sections 3.05, 3.06,
3.07, 10.02 and 10.03 hereof, (c) the rights, powers, trusts, duties and
immunities of the Trustee hereunder, including, without limitation, the
Trustee's rights under Sections 4.05 and 6.07 hereof, and (d) this Article 4.
Subject to compliance with this Article 4, the Company may exercise its option
under this Section 4.02 notwithstanding the prior exercise of its option under
Section 4.03 hereof with respect to the Securities.

         SECTION 4.03. Covenant Defeasance. Upon the Company's exercise under
Section 4.01 hereof of the option applicable to this Section 4.03, the Company
shall be released from its obligations under any covenant or provisions
contained in Article 10 hereof (other than Sections 10.01 through 10.04 hereof),
the provisions of clause (c) of Section 8.01 shall not apply, with respect to
the Defeased Securities of any series, on and after the date the conditions set
forth below are satisfied (hereinafter, "covenant defeasance"), and the Defeased
Securities of such series shall thereafter be deemed not to be "Outstanding" for
the purposes of any direction, waiver, consent or declaration or Act of Holders
(and the consequences of any thereof) in connection with such covenants, but
shall continue to be deemed "Outstanding" for all other purposes hereunder. For
this purpose, such covenant defeasance means that, with respect to the Defeased
Securities of such series, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
Section or Article, whether directly or indirectly, by reason of any reference
elsewhere herein to any such Section or Article or by reason of any reference in
any such Section or Article to any other provision herein or in any other
document


                                       32



and such omission to comply shall not constitute a Default or an Event of
Default under Section 5.01(c) or 5.01(f) hereof, but, except as specified above,
the remainder of this Indenture and such Defeased Securities of such series
shall be unaffected thereby.

         SECTION 4.04. Conditions to Defeasance or Covenant Defeasance. The
following shall be the conditions to application of either Section 4.02 or
Section 4.03 hereof to the Defeased Securities of any series:

               (1) The Company shall irrevocably have deposited or caused to be
         deposited with the Trustee (or another trustee satisfying the
         requirements of Section 6.09 hereof who shall agree to comply with the
         provisions of this Article 4 applicable to it) as trust funds in trust
         for the purpose of making the following payments, specifically pledged
         as security for, and dedicated solely to, the benefit of the Holders of
         such Securities, (a) money in an amount, or (b) U.S. Government
         Obligations which through the scheduled payment of principal, premium,
         if any, and interest in respect thereof in accordance with their terms
         will provide, not later than the due date of any payment, money in an
         amount, or (c) a combination thereof, in any such case, sufficient
         without reinvestment, in the opinion of a nationally recognized firm of
         independent public accountants expressed in a written certification
         thereof delivered to the Trustee, to pay and discharge, the principal
         of, premium, if any, and interest on the Defeased Securities of such
         series at the stated maturity of such principal or installment of
         principal, premium, if any, or interest or (if the Company has made
         irrevocable arrangements satisfactory to such Trustee for the giving of
         notice of redemption by such Trustee in the name and at the expense of
         the Company) the redemption date thereof, as the case may be, in
         accordance with the terms of the Indenture and the Securities of such
         series; provided, however, that the Trustee shall have been irrevocably
         instructed to apply such cash or the proceeds of such U.S. Government
         Obligations to said payments with respect to the Securities of such
         series;

               (2) No Default with respect to the Outstanding Securities of such
         series shall have occurred and be continuing on the date of such
         deposit or, insofar as Section 4.02 hereof is concerned, at any time
         during the period ending on the ninety-first day after the date of such
         deposit (it being understood that this condition shall not be deemed
         satisfied until the expiration of such period) no Default relating to
         Section 5.01(d), 5.01(e) or 5.01(f) hereof;


                                       33



               (3) Neither the Company nor any Subsidiary of the Company is an
         "insolvent person" within the meaning of any applicable Bankruptcy Law
         on the date of such deposit or at any time during the period ending on
         the ninety-first day after the date of such deposit (it being
         understood that this condition shall not be deemed satisfied until the
         expiration of such period);

               (4) Such defeasance or covenant defeasance shall not cause the
         Trustee for the Securities to have a conflicting interest in violation
         of Section 6.08 hereof and for purposes of the Trust Indenture Act with
         respect to any securities of the Company;

               (5) Such defeasance or covenant defeasance shall not result in a
         breach or violation of, or constitute a default under, this Indenture
         or any other material agreement or instrument to which the Company is a
         party or by which it is bound;

               (6) In the case of an election under Section 4.02 hereof, the
         Company shall have delivered to the Trustee an Opinion of Counsel
         stating that (x) the Company has received from, or there has been
         published by, the Internal Revenue Service a ruling or (y) since the
         date hereof, there has been a change in the applicable federal income
         tax law, in either case to the effect that, and based thereon such
         opinion shall confirm that, the Holders of the Outstanding Securities
         of such series will not recognize income, gain or loss for federal
         income tax purposes as a result of such deposit, defeasance and
         discharge to be effected with respect to the Securities of such series
         and will be subject to federal income tax on the same amount, in the
         same manner and at the same times as would have been the case if such
         deposit, defeasance and discharge had not occurred;

               (7) In the case of an election under Section 4.03 hereof, the
         Company shall have delivered to the Trustee an Opinion of Counsel to
         the effect that the Holders of the Outstanding Securities of such
         series will not recognize income, gain or loss for federal income tax
         purposes as a result of the deposit and covenant defeasance to be
         effected with respect to the Securities of such series and will be
         subject to Federal income tax on the same amount, in the same manner
         and at the same times as would have been the case if such deposit and
         covenant defeasance had not occurred;

               (8) The Company shall have delivered to the Trustee, an Opinion
         of Counsel to the effect that, immediately following the ninety-first
         day after the deposit, the trust funds established pursuant to this
         Article will


                                       34



         not be subject to the effect of any applicable bankruptcy, insolvency,
         reorganization or similar laws affecting creditors' rights generally
         under any applicable U.S. Federal or state law;

               (9) The Company shall have delivered to the Trustee an Officers'
         Certificate stating that the deposit made by the Company pursuant to
         its election under Section 4.02 or 4.03 hereof was not made by the
         Company with the intent of preferring the Holders over the other
         creditors of the Company or with the intent of defeating, hindering,
         delaying or defrauding creditors of the Company or others;

              (10) The Company shall have delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent (other than conditions requiring the passage of time)
         provided for relating to either the defeasance under Section 4.02 or
         the covenant defeasance under Section 4.03 (as the case may be) have
         been complied with as contemplated by this Section 4.04; and

              (11) Such defeasance or covenant defeasance shall not result in a
         trust arising from such deposit constituting an investment company
         within the meaning of the Investment Company Act of 1940, as amended,
         unless such trust shall be registered under the Act or exempt from
         registration thereunder.

         Opinions required to be delivered under this Section may have such
qualifications as are customary for opinions of the type required and reasonably
acceptable to the Trustee.

         SECTION 4.05.    Deposited Money and U.S. Government Obligations To
Be Held in Trust; Other Miscellaneous Provisions.

         Subject to the proviso of the last paragraph of Section 10.03, all
money and U.S. Government Obligations (including the proceeds thereof) deposited
with the Trustee (or other qualifying trustee, collectively for purposes of this
Section 4.05, the "Trustee") pursuant to Section 4.04 in respect of the Defeased
Securities of any series shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities of such series and this
Indenture, to the payment, either directly or through any Paying Agent (other
than the Company) as the Trustee may determine, to the Holders of such
Securities of such series of all sums due and to become due thereon in respect
of principal, premium, if any, and interest, but such money need not be
segregated from other funds except to the extent required by law.


                                       35



         The Company shall pay and indemnify the Trustee, its officers,
directors and agents and hold such harmless against any tax, fee or other charge
imposed on or assessed against the U.S. Government Obligations deposited
pursuant to Section 4.04 or the principal, premium, if any, and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of the Defeased Securities of such
series.

         Anything in this Article 4 to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money or U.S. Government Obligations held by it as provided in Section 4.04
which, in the opinion of an internationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the
Trustee, are in excess of the amount thereof which would then be required to be
deposited to effect an equivalent defeasance or covenant defeasance.

         SECTION 4.06. Reinstatement. If the Trustee or Paying Agent is unable
to apply any money or U.S. Government Obligations in accordance with Section
4.02 or 4.03 hereof, as the case may be, by reason of any order or judgment of
any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the obligations of the Company under this
Indenture and the Securities of such series shall be revived and reinstated as
though no deposit had occurred pursuant to Section 4.02 or 4.03 hereof, as the
case may be, until such time as the Trustee or Paying Agent is permitted to
apply all such money and U.S. Government Obligations in accordance with Section
4.02 or 4.03 hereof, as the case may be; provided, however, that if the Company
makes any payment of principal, premium, if any, or interest on any Security of
such series following the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Securities of such series to
receive such payment from the money and U.S. Government Obligations held by the
Trustee or Paying Agent.


                                    ARTICLE 5
                                    REMEDIES

         SECTION 5.01. Events of Default. "Event of Default," wherever used
herein, means with respect to the Securities of any series any one of the
following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):


                                       36



          (a) default in the payment of interest on the Securities of such
series when it becomes due and payable and continuance of such default for a
period of 30-days or more; or

          (b) default in the payment of the principal of, or premium, if any,
on the Securities of such series when due; or

          (c) default in the performance, or breach, of any covenant under
Article 8 or Article 10 of this Indenture (other than defaults specified in
clause (a) or (b) above), and continuance of such default or breach for a period
of 30 days or more after written notice to the Company by the Trustee or to the
Company and the Trustee by the holders of at least 25% in aggregate principal
amount of the outstanding Securities of such series (in each case, when such
notice is deemed received in accordance with this Indenture); or

          (d) the Company or any Material Subsidiary of the Company pursuant
to or under or within the meaning of any Bankruptcy Law;

               (i) commences a voluntary case or proceeding;

              (ii) consents to the making of a Bankruptcy Order in an
         involuntary case or proceeding or the commencement of any case against
         it;

             (iii) consents to the appointment of a Custodian of it or for any
         substantial part of its property;

              (iv) makes a general assignment for the benefit of its creditors;

               (v) files an answer or consent seeking reorganization or relief;

              (vi) shall admit in writing its inability to pay its debts
         generally; or

             (vii) consents to the filing of a petition in bankruptcy; or

          (e) a court of competent jurisdiction in any involuntary case or
proceeding enters a Bankruptcy Order against the Company or any Material
Subsidiary, and such Bankruptcy Order remains unstayed and in effect for 60
consecutive days; or


                                       37



          (f) any other Event of Default established pursuant to Section 3.01
with respect to the Securities of such series occurs.

         SECTION 5.02. Acceleration of Maturity Rescission Annulment. If an
Event of Default (other than an Event of Default specified in clause (d) or (e)
of Section 5.01 with respect to the Company) with respect to the Securities of
any series occurs and is continuing, then the Trustee or the holders of at least
25% in aggregate principal amount of the Outstanding Securities of such series
may, by written notice, and the Trustee upon the request of the holders of not
less than 25% in aggregate principal amount of the Outstanding Securities of
such series shall, declare the entire principal amount of (or, if the Securities
of any such series are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of such series established
pursuant to Section 3.01) all Outstanding Securities of such series, and the
interest accrued thereon, if any, to be immediately due and payable and upon any
such declaration such amounts shall become immediately due and payable. If an
Event of Default specified in clause (d) or (e) of Section 5.01 with respect to
the Company occurs and is continuing, then the principal amount of (or, if any
Securities are Original Issue Discount Securities, such portion of the principal
as may be specified in the terms thereof established pursuant to Section 3.01)
all Outstanding Securities of such series shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder.

         After a declaration of acceleration or any ipso facto acceleration as
related to clause (d) or (e) of Section 5.01, the holders of a majority in
aggregate principal amount of the Outstanding Securities of such series may, by
notice to the Trustee, rescind such declaration of acceleration and its
consequences if all existing Events of Default, other than nonpayment of the
principal of and accrued and unpaid interest on, the Securities of such series
that has become due solely as a result of such acceleration, have been cured or
waived and if the rescission of acceleration would not conflict with any
judgment or decree.

         For all purposes under this Indenture, if a portion of the principal of
any Original Issue Discount Securities shall have been accelerated and declared
due and payable pursuant to the provisions hereof, then, from and after such
declaration, unless such declaration has been rescinded and annulled, the
principal amount of such Original Issue Discount Securities shall be deemed, for
all purposes hereunder, to be such portion of the principal thereof as shall be
due and payable as a result of such acceleration, and payment of such portion of
the principal thereof as shall be due and payable as a result of such
acceleration, together with interest, if any, thereon and all other amounts
owing thereunder, shall constitute payment in full of such Original Issue
Discount Securities.


                                       38



         SECTION 5.03.  Collection of Indebtedness and Suits for Enforcement by
Trustee.

         The Company covenants that if an Event of Default specified in Sections
5.01(a) or 5.01(b) shall have occurred and be continuing with respect to the
Securities of any series, the Company will, upon demand of the Trustee, pay to
the Trustee, for the benefit of the Holders of such Securities of such series,
the whole amount then due and payable on such Securities of such series for
principal, premium, if any, and interest, with interest upon the overdue
principal, premium, if any, and, to the extent that payment of such interest
shall be legally enforceable, upon overdue installments of interest, at the rate
then borne by the Securities of such series; and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

         If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may, but is not
obligated under this paragraph to, institute a judicial proceeding for the
collection of the sums so due and unpaid and may, but is not obligated under
this paragraph to, prosecute such proceeding to judgment or final decree, and
may, but is not obligated under this paragraph to, enforce the same against the
Company or any other obligor upon the Securities of such series and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon the Securities of such
series , wherever situated.

         If an Event of Default occurs and is continuing with respect to the
Securities of any series, the Trustee may in its discretion, but is not
obligated under this paragraph to, (i) proceed to protect and enforce its rights
and the rights of the Holders under this Indenture by such appropriate private
or judicial proceedings as the Trustee shall deem most effectual to protect and
enforce such rights, whether for the specific enforcement of any covenant or
agreement contained in this Indenture or in aid of the exercise of any power
granted herein or (ii) proceed to protect and enforce any other proper remedy.
No recovery of any such judgment upon any property of the Company shall affect
or impair any rights, powers or remedies of the Trustee or the Holders.

         SECTION 5.04. Trustee May File Proofs of Claims. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities of
any series or the property of


                                       39



the Company or of such other obligor or their creditors, the Trustee
(irrespective of whether the principal of the Securities of such series shall
then be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Company
for the payment of overdue principal or interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise,

          (a) to file and prove a claim for the whole amount of principal,
premium, if any, and interest owing and unpaid in respect of the Securities of
such series and to file such other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for
the reasonable compensation, fees, expenses, disbursements and advances of the
Trustee, its agents and counsel) and of the Holders allowed in such judicial
proceeding, and

          (b) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same;

and any Custodian, in any such judicial proceeding, is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay the
Trustee as administrative expenses associated with any such proceeding, and in
the event that the Trustee shall consent to the making of such payments directly
to Holders, any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 6.07 hereof.

         To the extent that the payment of any such compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 6.07 hereof out of the estate in any such
proceeding, shall be denied for any reason, payment of the same shall be secured
by a Lien on, and shall be paid out of, any and all distributions, dividends,
money, securities and other properties that the Holders may be entitled to
receive in such proceeding whether in liquidation or under any plan of
reorganization or arrangement or otherwise.

         Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.


                                       40




         SECTION 5.05. Trustee May Enforce Claims Without Possession of
Securities. All rights of action and claims under this Indenture, or the
Securities of any series may be prosecuted and enforced by the Trustee without
the possession of any of the Securities of such series or the production thereof
in any proceeding relating thereto, and any such proceeding instituted by the
Trustee shall be brought in its own name and as trustee of an express trust, and
any recovery of judgment shall, after provision for the payment of the
reasonable compensation, fees, expenses, disbursements and advances of the
Trustee, its agents and counsel, be for the ratable benefit of the Holders of
the Securities of such series in respect of which such judgment has been
recovered.

         SECTION 5.06. Application of Money Collected. Any money collected by
the Trustee pursuant to this Article shall be applied in the following order, at
the date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal, premium, if any, or interest, upon presentation
of the Securities of any series and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid:

                  First:  to the Trustee for amounts due under Section 6.07;

                  Second:  to Holders for interest accrued on the Securities of
         such series, ratably, without preference or priority of any kind,
         according to the amounts due and payable on the Securities of such
         series for interest;

                  Third: to Holders of principal and premium, if any, owing
         under the Securities of such series, ratably, without preference or
         priority of any kind, according to the amounts due and payable on the
         Securities of such series for principal; and

                  Fourth:  the balance, if any, to the Company.

         The Trustee, upon prior written notice to the Company, may fix a record
date and payment date for any payment to Securityholders pursuant to this
Section 5.06.

         SECTION 5.07.  Limitation on Suits.  No Holder of any Securities of any
series shall have any right to institute any proceeding, judicial or
otherwise, with respect to this Indenture, or for the appointment of a
receiver or trustee, or for any other remedy hereunder, unless

          (a) such Holder has previously given written notice to the Trustee of
a continuing Event of Default with respect to the Securities of such series;


                                       41



          (b) the Holders of not less than 25% in aggregate principal amount of
the Outstanding Securities of such series shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default in its own
name as Trustee hereunder;

          (c) such Holder or Holders have offered to the Trustee indemnity
satisfactory to it against the costs, expenses and liabilities to be incurred in
compliance with such request;

          (d) the Trustee for 60 days after its receipt of such notice, request
and offer of indemnity has failed to institute any such proceeding; and

          (e) no direction inconsistent with such written request has been given
to the Trustee during such 60-day period by the Holders of a majority in
aggregate principal amount of the Outstanding Securities of such series;

it being understood and intended that no one or more Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Indenture or any Security of such series to affect, disturb or prejudice
the rights of any other Holders, or to obtain or to seek to obtain priority or
preference over any other Holders or to enforce any right under this Indenture
or any Security of such series, except in the manner provided in this Indenture
and for the equal and ratable benefit of all the Holders.

         SECTION 5.08. Unconditional Right of Holders to Receive Principal,
Premium and Interest. Notwithstanding any other provision in this Indenture, the
Holder of any Security of any series shall have the right, which is absolute and
unconditional, to receive cash payment of the principal of, premium, if any, and
(subject to Section 3.08 hereof) interest on such Security of such series on the
respective Stated Maturities expressed in such Security of such series (or, in
the case of redemption, on the respective Redemption Date) and to institute suit
for the enforcement of any such payment, and such rights shall not be impaired
without the consent of such Holder.

         SECTION 5.09. Restoration of Rights and Remedies. If the Trustee or any
Holder has instituted any proceeding to enforce any right or remedy under this
Indenture or any Security of any series and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case the Company, the
Trustee and the Holders shall, subject to any determination in such proceeding,
be restored severally and respectively to their former positions hereunder, and
thereafter all


                                       42



rights and remedies of the Trustee and the Holders shall continue as though no
such proceeding had been instituted.

         SECTION 5.10. Rights and Remedies Cumulative. Except as provided in
Section 3.07, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

         SECTION 5.11. Delay or Omission Not Waiver. No delay or omission of the
Trustee or of any Holder of any Security of any series to exercise any right or
remedy accruing upon any Event of Default shall impair any such right or remedy
or constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article 5 or by law to the Trustee or to
the Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.

         SECTION 5.12. Control by Majority. The Holders of a majority in
principal amount of the Outstanding Securities of any series shall have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred on
the Trustee, provided, however, that:

          (a) such direction shall not be in conflict with any rule of law or
with this Indenture or any Security of any series or expose the Trustee to
personal liability; and

          (b) the Trustee may take any other action deemed proper by the Trustee
which is not inconsistent with such direction.

         SECTION 5.13. Waiver of past Defaults. The Holders of not less than a
majority in principal amount (or, if the Securities are Original Issue Discount
Securities, such portion of the principal as is then accelerable under Section
5.02) of the Outstanding Securities of any series may on behalf of the Holders
of all the Securities of such series waive any past Default hereunder and its
consequences, except a Default:

          (a) in the payment of the principal of, or interest on any
Outstanding Security of such series; or


                                       43



          (b) in respect of a covenant or provision hereof which under Article 9
cannot be modified or amended without the consent of the Holder of each
Outstanding Security of such series affected thereby.

         Upon any such waiver, such Default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other Default or Event of Default or impair any right consequent thereon.

         SECTION 5.14. Undertaking for Costs. All parties to this Indenture
agree, and each Holder of any Security of any series by his acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require, in
any suit for the enforcement of any right or remedy under this Indenture, or in
any suit against the Trustee for any action taken, suffered or omitted by it as
Trustee, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys' fees, against any party
litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant; but the provisions of this
Section 5.14 shall not apply to any suit instituted by the Trustee, to any suit
instituted by any Holder, or group of Holders, holding in the aggregate more
than 10% in principal amount of the Outstanding Securities of any series, or to
any suit instituted by any Holder for the enforcement of the payment of the
principal of, premium, if any, or interest on any Security on of such series or
after the respective Stated Maturities expressed in such Security (or, in the
case of redemption, on or after the respective Redemption Dates).

         SECTION 5.15. Waiver of Stay, Extension or Usury Laws. The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law or any usury or other law
wherever enacted, now or at any time hereafter in force, which would prohibit or
forgive the Company from paying all or any portion of the principal of, premium,
if any, or interest on the Securities of any series contemplated herein or in
the Securities of any series or which may affect the covenants or the
performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.


                                       44



         SECTION 5.16. Unconditional Right of Holders to Receive Payment.
Notwithstanding any other provision in this Indenture and any other provision of
any Security of any series , the right of any Holder of any Security of such
series to receive payment of the principal of, premium, if any, and interest on
such Security on or after the respective Stated Maturities (or the respective
Redemption Dates, in the case of redemption) expressed in such Security, or
after such respective dates, shall not be impaired or affected without the
consent of such Holder.

                                    ARTICLE 6
                                   THE TRUSTEE

         SECTION 6.01. Certain Duties and Responsibilities. (a) Except during
the continuance of an Event of Default,

               (i) the Trustee undertakes to perform such duties and only such
         duties as are specifically set forth in this Indenture, and no implied
         covenants or obligations shall be read into this Indenture against the
         Trustee; and

              (ii) in the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture; but in the case of any such certificates or opinions
         which by provision hereof are specifically required to be furnished to
         the Trustee, the Trustee shall be under a duty to examine the same to
         determine whether or not they conform to the requirements of this
         Indenture.

          (b) During the existence of an Event of Default, the Trustee is
required to exercise such rights and powers vested in it under this Indenture
use the same degree of care and skill in its exercise thereof as a prudent
person would exercise under the circumstances in the conduct of such person's
own affairs.

          (c) No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that no provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it.


                                       45



          (d) Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section 6.01.

         SECTION 6.02. Notice of Defaults. Within 45 days after the occurrence
of any Default with respect to the Securities of any series, the Trustee shall
(i) transmit by mail to all Holders, as their names and addresses appear in the
Security Register, or (ii) if any Unregistered Securities of such series are
then outstanding, publish at least once in an Authorized Newspaper in the
Borough of Manhattan, the City of New York and at least once in an Authorized
Newspaper in London and notice of such Default hereunder actually known to a
Responsible Officer, the Trustee, unless such Default shall have been cured or
waived; provided, however, that, except in the case of a Default in the payment
of the principal of, premium, if any, or interest on any Security of such
series, the Trustee shall be protected in withholding such notice if and so long
as a trust committee of Responsible Officers of the Trustee in good faith
determines that the withholding of such notice is in the interest of the
Holders.

         SECTION 6.03.  Certain Rights of Trustee.  Subject to Section 6.01
hereof and the provisions of Section 315 of the Trust Indenture Act:

          (a) the Trustee may conclusively rely and shall be fully protected in
acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, Security, other evidence of indebtedness or other paper or document
believed by it to be genuine and to have been signed or presented by the proper
party or parties;

          (b) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order and any resolution
of the Board may be sufficiently evidenced by a Board Resolution thereof;

          (c) the Trustee may consult with counsel and any advice of such
counsel or any Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in reliance thereon in accordance with such advice or Opinion
of Counsel;

          (d) the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of
any of the Holders pursuant to this Indenture, unless such Holders shall have
offered to the


                                       46



Trustee reasonable security or indemnity satisfactory to it against the costs,
expenses and liabilities which might be incurred by the Trustee in compliance
with such request or direction;

          (e) the Trustee shall not be liable for any action taken or omitted by
it in good faith and believed by it to be authorized or within the discretion,
rights or powers conferred upon it by this Indenture other than any liabilities
arising out of its own negligence;

          (f) the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, approval,
appraisal, bond, debenture, Security, coupon, security, other evidence of
indebtedness or other paper or document unless requested in writing so to do by
the Holders of not less than a majority in aggregate principal amount of the
Securities of any series then Outstanding; provided, however, that, if the
payment within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation is,
in the opinion of the Trustee, not reasonably assured to the Trustee by the
security afforded to it by the terms of this Indenture, the Trustee may require
indemnity satisfactory to it against such expenses or liabilities as a condition
to proceeding; the reasonable expenses of every such investigation shall be paid
by the Company or, if paid by the Trustee or any predecessor Trustee, shall be
repaid by the Company upon demand; provided, further, the Trustee in its
discretion may make such further inquiry or investigation into such facts or
matters as it may deem fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Company, personally or by agent or attorney;

          (g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents, attorneys,
custodian or nominees and the Trustee shall not be responsible for any
misconduct or negligence on the part of any agent, attorney, custodian or
nominee appointed with due care by it hereunder;

          (h) except with respect to Section 10.01, the Trustee shall have no
duty to inquire as to the performance of the Company's covenants in Article 10.
In addition, the Trustee shall not be deemed to have knowledge of any Default or
Event of Default with respect to the Securities of any series except (i) any
Event of Default occurring pursuant to Sections 5.01(a), 5.01(b) and 10.01 or
(ii) any Default or Event of Default of which the Trustee shall have received
written notification or a Responsible Officer obtained actual knowledge; and


                                       47



          (i) if the Trustee is acting in the capacity of Registrar and/or
Paying Agent, then the rights afforded to the Trustee under this Section 6.03
shall also be afforded to such Registrar and/or Paying Agent.

         SECTION 6.04. Trustee Not Responsible for Recitals, Dispositions of
Securities or Application of Proceeds Thereof. The recitals contained herein and
in the Securities of any series, except the Trustee's certificate of
authentication, shall be taken as the statements of the Company, and the Trustee
assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities of any series except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities of
such series and perform its obligations hereunder and that the statements made
by it in a Statement of Eligibility and Qualification on Form T-1, if any, to be
supplied to the Company are true and accurate subject to the qualifications set
forth therein. The Trustee shall not be accountable for the use or application
by the Company of Securities of any series or the proceeds thereof.

         SECTION 6.05. Trustee and Agents May Hold Securities; Collections; Etc.
The Trustee, any Paying Agent, Registrar or any other agent of the Company, in
its individual or any other capacity, may become the owner or pledgee of
Securities of any series, with the same rights it would have if it were not the
Trustee, Paying Agent, Registrar or such other agent and, subject to Section
6.08 hereof and Sections 310 and 311 of the Trust Indenture Act, may otherwise
deal with the Company and receive, collect, hold and retain collections from the
Company with the same rights it would have if it were not the Trustee, Paying
Agent, Registrar or such other agent.

         SECTION 6.06. Money Held in Trust. All moneys received by the Trustee
shall, until used or applied as herein provided, be held in trust for the
purposes for which they were received, but need not be segregated from other
funds except to the extent required herein or by law. The Trustee shall not be
under any liability for interest on any moneys received by it hereunder.

         SECTION 6.07.  Compensation and Indemnification of Trustee and Its
Prior Claim.  The Company covenants and agrees:

          (a) to pay to the Trustee from time to time, and the Trustee shall be
entitled to, reasonable compensation for all services rendered by it hereunder
(which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust); (b) to reimburse the Trustee and
each predecessor


                                       48



Trustee upon its request for all reasonable expenses, fees, disbursements and
advances incurred or made by or on behalf of it in accordance with any of the
provisions of this Indenture (including the reasonable compensation, fees, and
the expenses and disbursements of its counsel and of all agents and other
persons not regularly in its employ), except any such expense, disbursement or
advance as may arise from its negligence or bad faith; and (c) to indemnify the
Trustee and any of its officers, directors, employees and agents and each
predecessor Trustee for, and to hold it harmless against any loss, liability or
expense (including attorneys' fees and expenses incurred in defending
themselves) incurred without negligence or bad faith on its part, arising out of
or in connection with the acceptance or administration of this Indenture or the
trusts hereunder and its duties hereunder, including enforcement of this Section
6.07.

         To secure the Company's payment obligations in this Section 6.07, the
Trustee shall have a Lien prior to the Securities of any series on all money or
property held or collected by the Trustee, except that held in trust to pay
principal and interest on particular Securities of such series. Such Lien shall
survive the satisfaction and discharge of this Indenture.

         The obligations of the Company under this Section to compensate and
indemnify the Trustee and each predecessor Trustee and to pay or reimburse the
Trustee and each predecessor Trustee for expenses, disbursements and advances
shall constitute an additional obligation hereunder and shall survive the
satisfaction and discharge of this Indenture or the rejection or termination of
this Indenture under bankruptcy law. Such additional indebtedness shall be a
senior claim to that of the Securities of any series upon all property and funds
held or collected by the Trustee as such, except funds held in trust for the
benefit of the Holders of particular Securities of such series of such series,
and the Securities of such series are hereby subordinated to such senior claim.
If the Trustee renders services and incurs expenses following an Event of
Default under Section 5.01(d) or Section 5.01(e) hereof, the parties hereto and
the Holders by their acceptance of the Securities of any series hereby agree
that such expenses are intended to constitute expenses of administration under
any bankruptcy law.

         SECTION 6.08.  Conflicting Interests.  The Trustee shall be subject to
and comply with the provisions of Section 310(b) of the Trust Indenture Act.

         SECTION 6.09. Corporate Trustee Required; Eligibility. There shall at
all times be a Trustee hereunder which shall be eligible to act as Trustee under
Trust Indenture Act Sections 310(a)(1) and (2) and which shall have a combined
capital and surplus of at least $50,000,000. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of any Federal,


                                       49



state, territorial or District of Columbia supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section,
the Trustee shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

         SECTION 6.10. Resignation and Removal; Appointment of Successor
Trustee. (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee under Section 6.11.

          (b) The Trustee, or any trustee or trustees hereinafter appointed, may
at any time resign by giving written notice thereof to the Company at least 20
Business Days prior to the date of such proposed resignation. Upon receiving
such notice of resignation, the Company shall, after all monies due and owing
have been paid to the Trustee, promptly appoint a successor trustee by written
instrument executed by authority of the Board, a copy of which shall be
delivered to the resigning Trustee and a copy to the successor Trustee. If an
instrument of acceptance by a successor Trustee shall not have been delivered to
the Trustee within 20 Business Days after the giving of such notice of
resignation, the resigning Trustee may, or any Holder who has been a bona fide
Holder of a Security of any series for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee. Such court may
thereupon, after such notice, if any, as it may deem proper, appoint a successor
Trustee.

          (c) The Trustee may be removed at any time by an Act of the Holders of
a majority in principal amount of the Outstanding Securities of any series,
delivered to the Trustee and to the Company.

          (d) If at any time:

               (i) the Trustee shall fail to comply with the provisions of
         Section 310(b) of the Trust Indenture Act in accordance with Section
         6.08 hereof after written request therefor by the Company or by any
         Holder who has been a bona fide Holder of a Security of such series for
         at least six months, or

              (ii) the Trustee shall cease to be eligible under Section 6.09
         hereof and shall fail to resign after written request therefor by the


                                       50




         Company or by any Holder who has been a bona fide Holder of a Security
         of such series for at least six months, or

             (iii) the Trustee shall become incapable of acting or shall be
         adjudged a bankrupt or insolvent, or a receiver of the Trustee or of
         its property shall be appointed or any public officer shall take charge
         or control of the Trustee or of its property or affairs for the purpose
         or rehabilitation, conservation or liquidation,

then, in any case, (i) the Company by a Board Resolution may remove the Trustee,
or (ii) subject to Section 5.14, the Holder of any Security of such series who
has been a bona fide Holder of a Security of such series for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee and the appointment of
a successor Trustee. Such court may thereupon, after such notice, if any, as it
may deem proper and prescribe, remove the Trustee and appoint a successor
Trustee.

          (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, the
Company, by a Board Resolution, shall promptly appoint a successor Trustee. If,
within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities of any
series delivered to the Company and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment, become
the successor Trustee and supersede the successor Trustee appointed by the
Company. If no successor Trustee shall have been so appointed by the Company or
the Holders of the Securities of any series and accepted appointment in the
manner hereinafter provided, the Holder of any Security of any series who has
been a bona fide Holder for at least six months may, subject to Section 5.14, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee.

          (f) The Company shall give notice of each resignation and each removal
of the Trustee with respect to the Securities of any series and each appointment
of a successor Trustee. Each notice shall include the name of the successor
Trustee and the address of its Corporate Trust Office.

         SECTION 6.11.  Acceptance of Appointment by Successor.  Every successor
Trustee appointed hereunder shall execute, acknowledge and deliver to the
Company and to the retiring Trustee an instrument accepting such appointment,


                                       51



and thereupon the resignation or removal of the retiring Trustee shall become
effective and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee as if originally named as Trustee hereunder; but,
nevertheless, on the written request of the Company or the successor Trustee,
upon payment of amounts due to it pursuant to Section 6.07, such retiring
Trustee shall duly assign, transfer and deliver to the successor Trustee all
moneys and property at the time held by it hereunder and shall execute and
deliver an instrument transferring to such successor Trustee all the rights,
powers, duties and obligations of the retiring Trustee. Upon request of any such
successor Trustee, the Company shall execute any and all instruments for more
fully and certainly vesting in and confirming to such successor Trustee all such
rights and powers. Any Trustee ceasing to act shall, nevertheless, retain a
prior claim upon all property or funds held or collected by such Trustee to
secure any amounts then due it pursuant to the provisions of Section 6.07.

         No successor Trustee with respect to the Securities of any series shall
accept appointment as provided in this Section 6.11 unless at the time of such
acceptance such successor Trustee shall be eligible to act as Trustee under this
Article.

         Upon acceptance of appointment by any successor Trustee as provided in
this Section 6.11, the successor shall give notice thereof to the Holders of the
Securities of such series, by mailing such notice to such Holders. If the
acceptance of appointment is substantially contemporaneous with the resignation,
then the notice called for by the preceding sentence may be combined with the
notice called for by Section 6.10. If the Company fails to give such notice
within 10 days after acceptance of appointment by the successor Trustee, the
successor Trustee shall cause such notice to be given at the expense of the
Company.

         SECTION 6.12. Merger, Conversion, Amalgamation, Consolidation or
Succession to Business. Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated or amalgamated, or any
corporation resulting from any merger, conversion, amalgamation or consolidation
to which the Trustee shall be a party, or any corporation succeeding to all or
substantially all of the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder without the execution or filing of any paper
or any further act on the part of any of the parties hereto, provided such
corporation shall be eligible under this Article 6 to serve as Trustee
hereunder.

         In case at the time such successor to the Trustee under this Section
6.12 shall succeed to the trusts created by this Indenture any of the Securities
of any


                                       52



series shall have been authenticated but not delivered, any such successor to
the Trustee may adopt the certificate of authentication of any predecessor
Trustee and deliver such Securities so authenticated; and, in case at that time
any of the Securities of any series shall not have been authenticated, any
successor to the Trustee under this Section 6.12 may authenticate such
Securities either in the name of any predecessor hereunder or in the name of the
successor Trustee; and in all such cases such certificate shall have the full
force which it is anywhere in the Securities of any series or in this Indenture
provided that the certificate of the Trustee shall have been authenticated.

                                    ARTICLE 7
               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

         SECTION 7.01. Preservation of Information; Company To Furnish Trustee
Names and Addresses of Holders. (a) The Trustee shall preserve the names and
addresses of the Securityholders and otherwise comply with TIA Section 312(a).
If the Trustee is not the Registrar, the Company shall furnish or cause the
Registrar to furnish to the Trustee before each Interest Payment Date, and at
such other times as the Trustee may request in writing, a list in such form and
as of such date as the Trustee may reasonably require of the names and addresses
of the Securityholders. Neither the Company nor the Trustee shall be under any
responsibility with regard to the accuracy of such list.

          (b) The Company will furnish or cause to be furnished to the
Trustee:

               (i) semi-annually, not more than 15 days after each Regular
         Record Date, a list, in such form as the Trustee may reasonably
         require, of the names and addresses of the Holders as of such Regular
         Record Date; and

              (ii) at such other times as the Trustee may reasonably request in
         writing, within 30 days after receipt by the Company of any such
         request, a list of similar form and content as of a date not more than
         15 days prior to the time such list is furnished;

provided, however, that if and so long as the Trustee shall be the Registrar, no
such list need be furnished pursuant to this Subsection 7.01(b).

         SECTION 7.02. Communications of Holders. Holders may communicate with
other Holders with respect to their rights under this Indenture or under the
Securities of any series pursuant to Section 312(b) of the Trust Indenture Act.
The Company and the Trustee and any and all other persons benefitted by this


                                       53



Indenture shall have the protection afforded by Section 312(c) of the Trust
Indenture Act.

         SECTION 7.03. Reports by Trustee. Within 60 days after May 15 of each
year commencing with the first May 15 following the date of this Indenture, the
Trustee shall mail to all Holders, as and to the extent provided in Section
313(c) of the Trust Indenture Act, a brief report dated as of such May 15, in
accordance with, and to the extent required under Section 313 of the Trust
Indenture Act. At the time of its mailing to Holders, a copy of each such report
shall be filed by the Trustee with the Company, the SEC and with each stock
exchange on which the Securities of any series are listed. The Company shall
notify the Trustee when the Securities of any series are listed on any stock
exchange.

         SECTION 7.04.  Reports by Company.

         The Company shall:

          (a) file with the SEC the copies of annual reports and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as the SEC may from time to time by rules and regulations
prescribe) required to be filed with the SEC pursuant to Section 13 or Section
15 of the Exchange Act, whether or not the Company has a class of securities
registered under the Exchange Act;

          (b) file with the Trustee within 15 days after it files or would be
required to file the information specified in subsection (a) of this Section
7.04 reports and documents with the SEC copies of such information;

          (c) file with the Trustee and the SEC in accordance with rules and
regulations prescribed from time to time by the SEC, such additional
information, documents and reports with respect to compliance by the Company
with the conditions and covenants of this Indenture as may be required from time
to time by such rules and regulations; and

          (d) transmit by mail to all Holders, as their names and addresses
appear in the Security Register, within 30 days after the filing thereof with
the Trustee, such summaries of any information, documents and reports required
to be filed by the Company pursuant to subsections (a) and (c) of this Section
as may be required by rules and regulations prescribed from time to time by the
SEC.

         Notwithstanding anything to the contrary herein, the Trustee shall have
no duty to review information provided pursuant to subsection (b) of this
Section


                                       54



7.04 for purposes of determining compliance with any provisions of this
Indenture.

                                    ARTICLE 8
                  CONSOLIDATION, MERGER, SALE OF ASSETS, ETC

         SECTION 8.01.  Company May Consolidate, Etc., Only on Certain Terms.

         The Company will not consolidate or combine with or merge with or into
or, directly or indirectly, sell, assign, convey, lease, transfer or otherwise
dispose of all or substantially all of its properties and assets to any person
or persons in a single transaction or through a series of transactions if it
would result in the disposition of all or substantially all of the properties or
assets of the Company [and its Restricted subsidiaries on a consolidated basis],
unless (a) the Company shall be the continuing person or, if the Company is not
the continuing person, the resulting, surviving or transferee person (the
"surviving entity") shall be a company organized and existing under the laws of
the United States or any State or territory thereof; (b) the surviving entity
shall expressly assume all of the obligations of the Company under the
Securities and this Indenture, and shall, if required by law to effectuate such
assumption, execute a supplemental indenture to effect such assumption which
supplemental indenture shall be delivered to the Trustee and shall be in form
and substance reasonably satisfactory to the Trustee; (c) immediately after
giving effect to such transaction or series of transactions on a pro forma
basis, no Default shall have occurred and be continuing; and (d) the Company or
the surviving entity, as the case may be, shall have delivered to the Trustee an
Officers' Certificate and Opinion of Counsel stating that such transaction or
series of transactions, and, if a supplemental indenture is required in
connection with such transaction or series of transactions to effectuate such
assumption, such supplemental indenture, complies with this covenant and that
all conditions precedent in this Indenture relating to the transaction or series
of transactions have been satisfied.

         SECTION 8.02. Successor Substituted. Upon any consolidation or merger
or any sale, assignment, conveyance, lease, transfer or other disposition of all
or substantially all of the assets of the Company in accordance with the
foregoing in which the Company is not the continuing corporation, the successor
corporation formed by such a consolidation or into which the Company is merged
or to which such transfer is made will succeed to, and be substituted for, and
may exercise every right and power of the Company under this Indenture and the
Securities with the same effect as if such successor corporation had been named
as the Company therein; and thereafter, except in the case of (i) any lease or
(ii) any sale, assignment, conveyance, transfer, lease or other disposition to a
Subsidiary of the


                                       55



Company, the Company shall be discharged from all obligations and covenants
under this Indenture and the Securities.

                                    ARTICLE 9
                       SUPPLEMENTAL INDENTURES AND WAIVERS

         SECTION 9.01. Supplemental Indentures, Agreements and Waivers Without
Consent of Holders. Without the consent of any Holders, the Company, when
authorized by a Board Resolution of the Board, and the Trustee, at any time and
from time to time, may amend, waive, modify or supplement this Indenture or the
Securities of any series for any of the following purposes:

          (a) to evidence the succession of another person to the Company, and
the assumption by any such successor of the covenants of the Company in the
Securities of any or all series;

          (b) to add to the covenants of the Company for the benefit of the
Holders, or to surrender any right or power herein conferred upon the Company,
herein, in the Securities;

          (c) to cure any ambiguity, to correct or supplement any provision
herein, in the Securities of such series which may be defective or inconsistent
with any other provision herein or to make any other provisions with respect to
matters or questions arising under this Indenture or the Securities of such
series; provided, however, that, in each case, such provisions shall not
materially adversely affect the legal rights of the Holders;

          (d) to comply with the requirements of the SEC in order to effect or
maintain the qualification of this Indenture under the Trust Indenture Act, as
contemplated by Section 9.05 hereof or otherwise;

          (e) to mortgage, pledge, hypothecate or grant a security interest in
any property or assets in favor of the Trustee for the benefit of the Holders as
security for the payment and performance of the Indenture Obligations;

          (f) to make any other change that does not materially adversely
affect the legal rights of any Holder;

          (g)   to add Guarantors with respect to the Securities of any series;
or


                                       56



          (h) to establish the form or forms or terms of Securities of any
series or of the coupons appertaining to such Securities as permitted by
Section 3.01;

provided, however, that the Company has delivered to the Trustee an Opinion of
Counsel stating that such change, agreement or waiver does not materially
adversely affect the legal rights of any Holder.

         SECTION 9.02. Supplemental Indentures, Agreements and Waivers with
Consent of Holders. With the written consent of the Holders of not less than a
majority in aggregate principal amount of the Outstanding Securities of all
series affected delivered to the Company and the Trustee, the Company when
authorized by a Board Resolution, together with the Trustee, may amend, waive,
modify or supplement any other provision of this Indenture or the Securities of
any series; provided, however, that no such amendment, waiver, modification or
supplement may, without the written consent of the Holder of each Outstanding
Security of all series affected thereby:

               (i) reduce the principal amount of, or extend the fixed maturity
         of, or alter the redemption provisions of, such Holder's Security;

              (ii) change the currency in which such Securities or amounts
         owing thereon is payable;

             (iii) reduce the percentage of principal amount outstanding of such
         Securities which must consent to an amendment, supplement or waiver or
         consent to take any action under this Indenture or such Securities;

              (iv) impair the right to institute suit for the enforcement of
         any payment on or with respect to such Securities;

               (v) waive a default in payment with respect to such Securities
         or any Guarantee;

              (vi) reduce the rate or extend the time for payment of interest
         on such Securities;

             (vii) affect the ranking of such Securities in a manner adverse to
         the holder of such Securities; or


                                       57



            (viii) release any Guarantor from any of its obligations under its
         Guarantee or this Indenture except in compliance with the terms of this
         Indenture.

         Upon the written request of the Company accompanied by a copy of a
Board Resolution of the Board authorizing the execution of any such supplemental
indenture or other agreement, instrument or waiver, and an Officers' Certificate
and an Opinion of Counsel upon which the Trustee shall be fully protected in
relying upon as conclusive evidence that such change, agreement, supplement or
waiver is permitted by this Indenture and upon the filing with the Trustee of
evidence of the consent of Holders as aforesaid, the Trustee shall join with the
Company in the execution of such supplemental indenture or other agreement,
instrument or waiver.

         It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture or other
agreement, instrument or waiver, but it shall be sufficient if such Act shall
approve the substance thereof.

         SECTION 9.03. Execution of Supplemental Indentures, Agreements and
Waivers. In executing, or accepting the additional trusts created by, any
supplemental indenture, agreement, instrument or waiver permitted by this
Article 9 or the modifications thereby of the trusts created by this Indenture,
the Trustee shall be entitled to receive, and shall be fully protected in
relying upon, an Opinion of Counsel and an Officers' Certificate from each
obligor under the Securities entering into such supplemental indenture,
agreement, instrument or waiver, each stating that the execution of such
supplemental indenture, agreement, instrument or waiver (a) is authorized or
permitted by this Indenture and (b) that all requisite consents have been
obtained or that no consents are required. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture, agreement, instrument
or waiver which affects the Trustee's own rights, duties or immunities under
this Indenture, the Securities or otherwise.

         SECTION 9.04. Effect of Supplemental Indentures. Upon the execution of
any supplemental indenture under this Article 9, this Indenture and/or the
Securities, if applicable, shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture and/or the
Securities, if applicable, as the case may be, for all purposes; and every
Holder of Securities theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby.


                                       58



         SECTION 9.05. Conformity with Trust Indenture Act. Every supplemental
indenture executed pursuant to this Article 9 shall conform to the requirements
of the Trust Indenture Act as then in effect.

         SECTION 9.06. Reference in Securities to Supplemental Indentures.
Securities authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article may, and shall if required by the Trustee,
bear a notation in form approved by the Trustee as to any matter provided for in
such supplemental indenture. If the Company shall so determine, new Securities
so modified as to conform, in the opinion of the Trustee and the Board, to any
such supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee upon a Company Order in exchange for
Outstanding Securities.

         SECTION 9.07. Record Date. The Company may, but shall not be obligated
to, fix, a record date for the purpose of determining the Holders entitled to
consent to any supplemental indenture, agreement or instrument or any waiver,
and shall promptly notify the Trustee of any such record date. If a record date
is fixed those persons who were Holders at such record date (or their duly
designated proxies), and only those persons, shall be entitled to consent to
such supplemental indenture, agreement or instrument or waiver or to revoke any
consent previously given, whether or not such persons continue to be Holders
after such record date. No such consent shall be valid or effective for more
than 90 days after such record date.

         SECTION 9.08. Revocation and Effect of Consents. Until an amendment or
waiver becomes effective, a consent to it by a Holder of a Security is a
continuing consent by the Holder and every subsequent Holder of a Security or
portion of a Security that evidences the same debt as the consenting Holder's
Security, even if a notation of the consent is not made on any Security.
However, any such Holder, or subsequent Holder, may revoke the consent as to his
Security or portion of a Security if the Trustee receives the notice of
revocation before the date the amendment or waiver becomes effective. An
amendment or waiver shall become effective in accordance with its terms and
thereafter bind every Holder.

                                   ARTICLE 10
                                    COVENANTS

         SECTION 10.01. Payment of Principal, Premium and Interest. The Company
shall duly and punctually pay the principal of, premium, if any, and interest on
the Securities in accordance with the terms of the Securities and this
Indenture.


                                       59



         The interest on Securities with coupons attached (together with any
additional amounts payable pursuant to the terms of such Securities) shall be
payable only upon presentation and surrender of the several coupons for such
interest installments as are evidenced thereby as they severally mature. The
interest on any temporary Unregistered Securities (together with any additional
amounts payable pursuant to the terms of such Securities) shall be paid, as to
the installments of interest evidenced by coupons attached thereto, if any, only
upon presentation and surrender thereof, and, as to the other installments of
interest, if any, only upon presentation of such Unregistered Securities for
notation thereon of the payment of such interest. The interest on Registered
Securities (together with any additional amounts payable pursuant to the terms
of such Securities) shall be payable only to the Holders thereof and at the
option of the Company may be paid by mailing checks for such interest payable to
or upon the written order of such Holders at their last addresses as they appear
on the Security Register of the Company.

         SECTION 10.02. Maintenance of Office or Agency. The Company shall
maintain in the Borough of Manhattan in The City of New York, State of New York,
an office or agency where Securities may be presented or surrendered for
payment, where Securities may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect of the
Securities and this Indenture may be served. The office of the Trustee at its
Corporate Trust Office will be such office or agency of the Company, unless the
Company shall designate and maintain some other office or agency for one or more
of such purposes. The Company will give prompt written notice to the Trustee of
any change in the location of any such office or agency. If at any time the
Company shall fail to maintain any such required office or agency or shall fail
to furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, and the Company hereby appoints the Trustee as its agent to receive all
such presentations, surrenders, notices and demands.

         The Company may also from time to time designate one or more other
offices or agencies (in or outside of The City of New York, State of New York)
where the Securities may be presented or surrendered for any or all such
purposes, and may from time to time rescind such designation; provided, however,
that no such designation or rescission shall in any manner relieve the Company
of its obligation to maintain an office or agency in The City of New York, State
of New York for such purposes. The Company will give prompt written notice to
the Trustee of any such designation or rescission and any change in the location
of any such other office or agency.


                                       60




         SECTION 10.03. Money for Security Payments to Be Held. If the Company
shall at any time act as its own Paying Agent, it will, on or before each due
date of the principal of, premium, if any, or interest on any of the Securities,
segregate and hold in trust for the benefit of the Holders entitled thereto a
sum sufficient to pay the principal, premium, if any, or interest so becoming
due until such sums shall be paid to such persons or otherwise disposed of as
herein provided, and will promptly notify the Trustee of its action or failure
so to act.

         If the Company is not acting as Paying Agent, the Company will, on or
before each due date of the principal of, premium, if any, or interest on, any
Securities, deposit with a Paying Agent a sum in same day funds sufficient to
pay the principal, premium, if any, or interest so becoming due, such sum to be
held in trust for the benefit of the Holders entitled to such principal, premium
or interest, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of such action or any failure so to act.

         If the Company is not acting as Paying Agent, the Company will cause
each Paying Agent other than the Trustee to execute and deliver to the Trustee
an instrument in which such Paying Agent will agree with the Trustee, subject to
the provisions of this Section 10.03, that such Paying Agent will:

          (a) hold all sums held by it for the payment of the principal of,
premium, if any, or interest on Securities in trust for the benefit of the
Holders entitled thereto until such sums shall be paid to such Holders or
otherwise disposed of as herein provided;

          (b) give the Trustee notice of any Default by the Company (or any
other obligor upon the Securities) in the making of any payment of principal of,
premium, if any, or interest on the Securities;

          (c) at any time during the continuance of any such Default, upon the
written request of the Trustee, forthwith pay to the Trustee all sums so held in
trust by such Paying Agent; and

          (d) acknowledge, accept and agree to comply in all aspects with the
provisions of this Indenture relating to the duties, rights and liabilities of
such Paying Agent.

         The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee


                                       61



upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent will be released from all further liability with respect to
such money.

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of, premium, if any,
or interest on any Security and remaining unclaimed for two years after such
principal, premium, if any, or interest has become due and payable shall be paid
to the Company upon receipt of a Company Request therefor, or (if then held by
the Company) will be discharged from such trust; and the Holder of such Security
will thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, will thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, at the option of the Company
in the New York Times or the Wall Street Journal (national edition), notice that
such money remains unclaimed and that, after a date specified therein, which
shall not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining shall be repaid to the Company.

         SECTION 10.04. Corporate Existence. Subject to Article 8, the Company
shall do or cause to be done all things necessary to preserve and keep in full
force and effect the corporate existence, rights (charter and statutory),
licenses and franchises of the Company; provided, however, that the Company will
not be required to preserve any such right, license or franchise if the Board
shall determine that the preservation thereof is no longer desirable in the
conduct of the business of the Company as a whole and that the loss thereof is
not adverse in any material respect to the Holders; provided, further, that the
foregoing will not prohibit a sale, transfer or conveyance of a Subsidiary of
the Company or any of its assets in compliance with the terms of this Indenture.

         SECTION 10.05. Compliance Certificates and Opinions. Upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company will furnish to the Trustee an
Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture (including any covenants compliance with which constitutes
a condition precedent) relating to the proposed action have been complied with,
and an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that, in the case
of any such application or request as to which the furnishing of such documents,
certificates


                                       62



and/or opinions is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or
opinion need be furnished.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture will include:

               (i) a statement that each individual signing such certificate or
         opinion has read such covenant or condition and the definitions herein
         relating thereto;

              (ii) brief statement as to the nature and scope of the examination
         or investigation upon which the statements or opinions contained in
         such certificate or opinion are based;

             (iii) a statement that, in the opinion of each such individual, he
         has made such examination or investigation as is necessary to enable
         him to express an informed opinion as to whether such covenant or
         condition has been complied with; and

              (iv) a statement as to whether, in the opinion of each such
         individual, such condition or covenant has been complied with.

                                   ARTICLE 11
                           SATISFACTION AND DISCHARGE

         SECTION 11.01. Satisfaction and Discharge of Indenture. This Indenture
shall cease to be of further effect (except as to surviving rights or
registration of transfer or exchange of Securities herein expressly provided
for) and the Trustee, on written demand of and at the expense of the Company,
shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture, when:

               (1) either (a) all Securities theretofore authenticated and
         delivered (other than (i) Securities which have been destroyed, lost or
         stolen and which have been replaced or paid as provided in Section 3.07
         hereof and (ii) Securities for whose payment money has theretofore been
         irrevocably deposited or caused to be deposited in trust or segregated
         and held in trust by the Company and thereafter repaid to the Company
         or discharged from such trust, as provided in Section 10.03) have been
         delivered to the Trustee for cancellation; or (b) all such Securities
         not theretofore delivered to the Trustee for cancellation have become
         due and

                                       63



         payable under irrevocable arrangements satisfactory to the Trustee for
         the giving of notice of redemption by the Trustee in the name, and at
         the expense, of the Company, and the Company has irrevocably deposited
         or caused to be deposited with the Trustee in trust an amount of money
         in dollars sufficient to pay and discharge all sums payable hereunder
         by the Company with respect to such issue of Securities not theretofore
         delivered to the Trustee for cancellation, for the principal of,
         premium, if any, and interest to the date of such deposit or maturity
         date of redemption; and

               (2) the Company has paid or caused to be paid all other sums
         payable hereunder by the Company; and

               (3) the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel each stating that all conditions
         precedent herein provided for relating to the satisfaction and
         discharge of this Indenture have been complied with; provided, that
         such Opinion of Counsel may rely, as to matters of fact, upon an
         Officers' Certificate.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Sections 4.05 and 6.07 and, if
money shall have been deposited with the Trustee pursuant to subclause (1)(b) of
this Section 11.01, the obligations of the Trustee under Section 11.02 and the
last paragraph of Section 10.03 shall survive.

         SECTION 11.02. Application of Trust Money. Subject to the provisions of
the last paragraph of Section 10.03, all money deposited with the Trustee
pursuant to Section 11.01 shall be held in trust and applied by it, in
accordance with the provisions of the Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the persons
entitled thereto, of the principal of, premium, if any, and interest on the
Securities for whose payment such money has been deposited with the Trustee.

                                   ARTICLE 12
                                   REDEMPTION

         SECTION 12.01. Applicability of Article. The provisions of this Article
shall be applicable to the Securities of any series which are redeemable before
their maturity or to any sinking fund for the retirement of Securities of a
series except as otherwise specified as contemplated by Section 3.01 for
Securities of such series.


                                       64



         SECTION 12.02. Notices to the Trustee. If the Company elects to redeem
Securities of any series, it shall notify the Trustee of the Redemption Date and
principal amount such Securities to be redeemed.

         The Company shall notify the Trustee of any redemption at least 45 days
before the Redemption Date by an Officers' Certificate, stating that such
redemption will comply with the provisions hereof and such Securities.

         SECTION 12.03. Selection of Securities to Be Redeemed. In the event
that less than all of the Securities of a series are to be redeemed at any time,
selection of such Securities for redemption will be made by the Trustee in
compliance with any applicable requirements of the principal national securities
exchange, if any, on which the Securities of such series are listed or, if the
Securities of such series are not then listed on a national securities exchange
(or if the Securities of such series are so listed but the exchange does not
impose requirements with respect to the selection of debt securities for
redemption), on a pro rata basis, by lot or by such method as the Trustee in its
sole discretion shall deem fair and appropriate; provided, however, that no
Securities of a principal amount at maturity of $1,000 or less shall be redeemed
in part.

         The Trustee shall promptly notify the Company and the Registrar in
writing of the Securities of such series selected for redemption and, in the
case of any Securities of such series selected for partial redemption, the
principal amount at maturity thereof to be redeemed.

         For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to redemption of Securities shall relate, in
the case of any Security redeemed or to be redeemed only in part, to the portion
of the principal amount of such Security which has been or is to be redeemed.

         SECTION 12.04. Notice of Redemption. Notice of redemption to the
Holders of Registered Securities of any series shall be given by first-class
mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to
the Redemption Date, to each Holder of Securities of such series to be redeemed,
at the address of such Holder appearing in the Security register maintained by
the Registrar.

         Notice of redemption to the Holders of Unregistered Securities of any
series to be redeemed as a whole or in part who have filed their names and
addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture
Act, shall be given by mailing notice of such redemption, by first class mail,
postage prepaid, at least 30 days and not more than 60 days prior to the date
fixed


                                       65



for redemption, to such Holders at such addresses as were so furnished to the
Trustee (and, in the case of any such notice given by the Company, the Trustee
shall make such information available to the Company for such purpose). Notice
of redemption to all other Holders of Unregistered Securities of any series to
be redeemed as a whole or in part shall be published in an Authorized Newspaper
in The City of New York or with respect to any Security the interest on which is
based on the offered quotations in the interbank Eurodollar market for dollar
deposits in an Authorized Newspaper in London, in each case, once in each of
three successive calendar weeks, the first publication to be not less than 30
days nor more than 60 days prior to the date fixed for redemption. Any notice
which is mailed or published in the manner herein provided shall be conclusively
presumed to have been duly given, whether or not the Holder receives the notice.
Failure to give notice by mail, or any defect in the notice to the Holder of any
Security of a series designated for redemption as a whole or in part shall not
affect the validity of the proceedings for the redemption of any other Security
of such series.

         All notices of redemption shall identify the Securities of such series
to be redeemed and shall state:

          (a)   the Redemption Date;

          (b) the Redemption Price and the amount of accrued interest, if any,
to be paid;

          (c) that, unless the Company defaults in making the redemption
payment, interest on Securities called for redemption ceases to accrue on and
after the Redemption Date, and the only remaining right of the Holders of such
Securities is to receive payment of the Redemption Price plus unpaid interest on
the Securities through the Redemption Date, upon surrender to the Paying Agent
of the Securities redeemed;

          (d) if any Security of such series is to be redeemed in part, the
portion of the principal amount at maturity (equal to $1,000 or any integral
multiple thereof) of such Security to be redeemed and that on and after the
Redemption Date, upon surrender for cancellation of such Security to the Paying
Agent, a new Security or Securities of such series in the aggregate principal
amount at maturity equal to the unredeemed portion thereof will be issued
without charge to the Securityholder;

          (e) that Securities of such series called for redemption must be
surrendered to the Paying Agent to collect the Redemption Price and the name and
address of the Paying Agent; and


                                       66



          (f) the CUSIP or CINS number, if any, relating to such Securities.

         Notice of redemption of Securities of any series to be redeemed at the
election of the Company shall be given by the Company or, at the Company's
written request, by the Trustee in the name and at the expense of the Company.

         SECTION 12.05. Effect of Notice of Redemption. Once notice of
redemption is mailed, Securities of a series called for redemption become due
and payable on the Redemption Date and at the Redemption Price. Upon surrender
to the Paying Agent, such Securities called for redemption shall be paid at the
Redemption Price plus accrued interest, if any, to the Redemption Date, but
interest installments whose maturity is on or prior to such Redemption Date will
be payable on the relevant Interest Payment Dates to the Holders of record at
the close of business on the relevant record dates referred to in the Securities
of such series.

         SECTION 12.06. Deposit of Redemption Price. On or prior to any
Redemption Date, the Company shall deposit with the Paying Agent an amount of
money in same day funds sufficient to pay the Redemption Price of, and any
accrued interest on, all the Securities of a series or portions thereof which
are to be redeemed on that date, other than Securities of such series or
portions thereof called for redemption on that date which have been delivered by
the Company to the Trustee for cancellation.

         If the Company complies with the preceding paragraph, then, unless the
Company defaults in the payment of such Redemption Price, interest on the
Securities of a series to be redeemed will cease to accrue on and after the
applicable Redemption Date, whether or not such Securities are presented for
payment, and the Holders of such Securities shall have no further rights with
respect to such Securities except for the right to receive the Redemption Price
plus unpaid interest on the Securities of such series through the Redemption
Date, upon surrender of such Securities. If any Security of a series called for
redemption shall not be so paid upon surrender thereof for redemption, the
principal, premium, if any, and, to the extent lawful, accrued interest thereon
shall, until paid, bear interest from the Redemption Date at the rate provided
in the Securities of such series.

         SECTION 12.07. Securities Redeemed or Purchased in Part. Upon surrender
to the Paying Agent of a Security of any series which is to be redeemed in part,
the Company shall execute and the Trustee shall authenticate and deliver to the
Holder of such Security without service charge, a new Security or Securities of
such series, of any authorized denomination as requested by such Holder in


                                       67



aggregate principal amount equal to, and in exchange for, the unredeemed portion
of the principal of the Security so surrendered that is not redeemed.

         SECTION 12.08. Mandatory and Optional Sinking Funds. The minimum amount
of any sinking fund payment provided for by the terms of Securities of any
series is herein referred to as a "mandatory sinking fund payment", and any
payment in excess of such minimum amount provided for by the terms of the
Securities of any series is herein referred to as an "optional sinking fund
payment". The date on which a sinking fund payment is to be made is herein
referred to as the "sinking fund payment date".

         In lieu of making all or any part of any mandatory sinking fund payment
with respect to any series of Securities in cash, the Company may at its option
(a) deliver to the Trustee Securities of such series theretofore purchased or
otherwise acquired (except through a mandatory sinking fund payment) by the
Company or receive credit for Securities of such series (not previously so
credited) theretofore purchased or otherwise acquired (except as aforesaid) by
the Company and delivered to the Trustee for cancellation pursuant to Section
3.10, (b) receive credit for optional sinking fund payments (not previously so
credited) made pursuant to this Section, or (c) receive credit for Securities of
such series (not previously so credited) redeemed by the Company through any
optional sinking fund payment. Securities so delivered or credited shall be
received or credited by the Trustee at the sinking fund redemption price
specified in such Securities.

         On or before the sixtieth day next preceding each sinking fund payment
date for any series, or such shorter period as shall be acceptable to the
Trustee, the Company will deliver to the Trustee an Officers' Certificate (a)
specifying the portion of the mandatory sinking fund payment to be satisfied by
payment of cash and the portion to be satisfied by credit of specified
Securities of such series and the basis for such credit, (b) stating that none
of the specified Securities of such series has theretofore been so credited, (c)
stating that no defaults in the payment of interest or Events of Default with
respect to such series have occurred (which have not been waived or cured) and
are continuing and (d) stating whether or not the Company intends to exercise
its right to make an optional sinking fund payment with respect to such series
and, if so, specifying the amount of such optional sinking fund payment which
the Company intends to pay on or before the next succeeding sinking fund payment
date. Any Securities of such series to be credited and required to be delivered
to the Trustee in order for the Company to be entitled to credit therefor as
aforesaid which have not theretofore been delivered to the Trustee shall be
delivered for cancellation pursuant to Section 3.10 to the Trustee with such
Officers' Certificate (or reasonably promptly thereafter if acceptable to the
Trustee). Such Officers' Certificate shall be


                                       68



irrevocable and upon its receipt by the Trustee the Company shall become
unconditionally obligated to make all the cash payments or delivery of
securities therein referred to, if any, on or before the next succeeding sinking
fund payment date. Failure of the Company, on or before any such sixtieth day,
to deliver such Officer's Certificate and Securities specified in this
paragraph, if any, shall not constitute a default but shall constitute, on and
as of such date, the irrevocable election of the Company (i) that the mandatory
sinking fund payment for such series due on the next succeeding sinking fund
payment date shall be paid entirely in cash without the option to deliver or
credit Securities of such series in respect thereof and (ii) that the Company
will make no optional sinking fund payment with respect to such series as
provided in this Section.

         If the sinking fund payment or payments (mandatory or optional or both)
to be made in cash on the next succeeding sinking fund payment date plus any
unused balance of any preceding sinking fund payments made in cash shall exceed
$50,000 (or a lesser sum if the Company shall so request with respect to the
Securities of any series), such cash shall be applied on the next succeeding
sinking fund payment date to the redemption of Securities of such series at the
sinking fund redemption price thereof together with accrued interest thereon to
the date fixed for redemption. If such amount shall be $50,000 (or such lesser
sum) or less and the Company makes no such request then it shall be carried over
until a sum in excess of $50,000 (or such lesser sum) is available. The Trustee
shall select, in the manner provided in Section 12.04, for redemption on such
sinking fund payment date a sufficient principal amount of Securities of such
series to absorb said cash, as nearly as may be, and shall (if requested in
writing by the Company) inform the Company of the serial numbers of the
Securities of such series (or portion thereof) so selected. Securities shall be
excluded from eligibility for redemption under this Section if they are
identified by registration and certificate number in an Officers' Certificate
delivered to the Trustee at least 60 days prior to the sinking fund payment date
as being owned of record and beneficially by, and not pledged or hypothecated by
either (a) the Company or (b) an entity specifically identified in such
Officers' Certificate as directly or indirectly controlling or controlled by or
under direct or indirect common control with the Company. the Trustee, in the
name and at the expense of the Company (or the Company, if it shall so request
the Trustee in writing) shall cause notice of redemption of the Securities of
such series to be given in substantially the manner provided in Section 12.04
(and with the effect provided in Section 12.05) for the redemption of Securities
of such series in part at the option of the Company. The amount of any sinking
fund payments not so applied or allocated to the redemption of Securities of
such series shall be added to the next cash sinking fund payment for such series
and, together with such payment, shall be applied in accordance with the
provisions of this Section. Any and all sinking fund moneys held on the stated
maturity date of the Securities of any particular series (or


                                       69



earlier, if such maturity is accelerated), which are not held for the payment or
redemption of particular Securities of such series shall be applied, together
with other moneys, if necessary, sufficient for the purpose, to the payment of
the Principal of, and interest on, the Securities of such series at maturity.

         On or before 10:00 a.m. New York City time on each sinking fund payment
date, the Company shall pay to the Trustee in cash or shall otherwise provide
for the payment of all interest accrued to the date fixed for redemption on
Securities to be redeemed on the next following sinking fund payment date.

         The Trustee shall not redeem or cause to be redeemed any Securities of
a series with sinking fund moneys or mail any notice of redemption of Securities
of such series by operation of the sinking fund during the continuance of a
Default in payment of interest on such Securities or of any Event of Default
except that, where the mailing of notice of redemption of any Securities shall
theretofore have been made, the Trustee shall redeem or cause to be redeemed
such Securities, provided that it shall have received from the Company a sum
sufficient for such redemption. Except as aforesaid, any moneys in the sinking
fund for such series at the time when any such Default or Event of Default shall
occur, and any moneys thereafter paid into the sinking fund, shall, during the
continuance of such default or Event of Default, be deemed to have been
collected under Article 5 and held for the payment of such Securities. In case
such Event of Default shall have been waived as provided in Section 5.13 or the
Default cured on or before the sixtieth day preceding the sinking fund payment
date in any year, such moneys shall thereafter be applied on the next succeeding
sinking fund payment date in accordance with this Section to the redemption of
such Securities.


                                       70



         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed as of the day and year first written above.

                                             CCC INFORMATION SERVICES GROUP INC.


                                             By:
                                                ----------------------------
                                                 Name:
                                                 Title:


                                             [              ],
                                             as Trustee


                                             By:
                                                 ----------------------------
                                                  Name:
                                                  Title:


                                       71



                                                                       EXHIBIT A


                            FORM OF LEGEND FOR BOOK-ENTRY SECURITIES

         Any Global Security authenticated and delivered hereunder shall bear a
legend (which would be in addition to any other legends required in the case of
a Restricted Security) in substantially the following form:

                  THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THIS
         INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
         DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS
         SECURITY IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A
         PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED
         CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS
         SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE
         DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE
         DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY
         BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
         INDENTURE.

                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
         REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
         ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
         EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
         NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
         AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
         OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
         OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
         OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
         OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


                                       A-1

EX-4.6

                                                                    Exhibit 4.6

                             CERTIFICATE OF TRUST OF
                              CCCISG CAPITAL TRUST


     This Certificate of Trust of CCCISG Capital Trust (the "Trust"), dated June
14, 2001, is being duly executed and filed by the undersigned, as trustees, to
form a business trust under the Delaware Business Trust Act (12 Del.
C. Sections 3801 et seq.) (The "Act").

     1. NAME. The name of the business trust formed hereby is CCCISG
        Capital Trust.

     2. DELAWARE TRUSTEE. The name and business address of the trustee of the
        Trust with a principal place of business in the State of Delaware are:
        Wilmington Trust Company, Rodney Square North, 1100 North Market Street,
        Wilmington, Dela ware 19890-0001, Attention: Corporate Trust
        Administration.

     3. EFFECTIVE DATE. This Certificate of Trust shall be effective as of
        June 14, 2001.




     IN WITNESS WHEREOF, the undersigned, being the trustees of the Trust, have
executed this Certificate of Trust as of the date first above written.


                                REID E. SIMPSON, not in his individ
                                ual capacity but solely as Trustee


                                  /s/ Reid E. Simpson
                                ------------------------------------------------



                                ROBERT GUTTMAN, not in his indi
                                vidual capacity but solely as Trustee


                                   /s/ Robert Guttman
                                ------------------------------------------------




                                WILMINGTON TRUST COMPANY,
                                not in its individual capacity but solely
                                as Trustee


                                By:      /s/ Patricia Evans
                                   ---------------------------------------------
                                Name:   Patricia Evans
                                Title:  Senior Financial Services
                                          Officer

EX-4.7

                                                                    Exhibit 4.7

                              DECLARATION OF TRUST


                  This Declaration of Trust, dated as of June 14, 2001, by and
among CCC Information Services Group Inc., a Delaware corporation, as "Sponsor,"
and Reid E. Simpson, Robert Guttman and Wilmington Trust Company (the "Property
Trustee"), acting hereunder not in their individual capacities but solely as
"Trustees." The Sponsor and the Trustees hereby agree as follows:

                  1. The trust created hereby (the "Trust") shall be known as
"CCCISG Capital Trust" in which name the Trustees, or the Sponsor to the extent
provided herein, may conduct the business of the Trust, make and execute
contracts on behalf of the Trust and sue and be sued on behalf of the Trust.

                  2. The Sponsor hereby assigns, transfers, conveys and sets
over to the Property Trustee on behalf of the Trust the sum of $10. The Trustees
hereby acknowledge receipt of such amount in trust from the Sponsor, which
amount shall constitute the initial trust estate. The Trustees hereby declare
that they will hold the trust estate in trust for the Sponsor. It is the
intention of the parties hereto that the Trust created hereby constitute a
business trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C.
Sections 3801 et seq. (the "Business Trust Act"), and that this document
constitutes the governing instrument of the Trust. The Trustees are hereby
authorized and directed to execute and file a certificate of trust with the
Secretary of State of the State of Delaware in accordance with the provisions of
the Business Trust Act.

                  3. The Sponsor and the Trustees will enter into an Amended and
Restated Declaration of Trust, satisfactory to each such party, to provide for
the contemplated operation of the Trust created hereby and the issuance of the
Trust Preferred Securities and Trust Common Securities referred to therein.
Prior to the execution and delivery of such Amended and Restated Declaration of
Trust, the Trustees shall not have any duty or obligation hereunder or with
respect to the trust estate, except as otherwise required by applicable law or
as may be necessary to obtain prior to such execution and delivery of any
licenses, consents or approvals required by applicable law or otherwise.


                  4. The Sponsor and the Trustees hereby authorize and direct
the Sponsor, as the sponsor of the Trust, to execute, if necessary, a Securities
Purchase Agreement (the "Securities Purchase Agreement") in final form prepared
by the Sponsor, in relation to the offering and sale of Trust Preferred
Securities to certain prospective investors, as contemplated by the Securities
Purchase Agreement. In connection with the foregoing, the Sponsor and each
Trustee, solely in its capacity as Trustee of the Trust, hereby constitutes and
appoints Reid E. Simpson and Robert Guttman and each of them, as his or its, as
the case may be, true and lawful attorneys-in-fact and agents, with full power
of substitution, for the Sponsor or in the Sponsor's name, place and stead, in
any and all capacities, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as the Sponsor might or




could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their respective substitute or
substitutes, shall do or cause to be done by virtue hereof.

                  5. This Declaration of Trust may be executed in one or
more counterparts.

                  6. The number of Trustees initially shall be three (3), and,
thereafter, the number of Trustees shall be such number as shall be fixed from
time to time by a written instrument signed by the Sponsor which may increase or
decrease the number of Trustees; PROVIDED, HOWEVER, that to the extent required
by the Business Trust Act, one Trustee shall either be a natural person who is a
resident of the State of Delaware or, if not a natural person, an entity which
has its principal place of business in the State of Delaware and otherwise meets
the requirements of applicable Delaware law. Subject to the foregoing, the
Sponsor is entitled to appoint or remove without cause any Trustee at any time.
A Trustee may resign upon 30 days' prior notice to the Sponsor.

                  7. This Declaration of Trust shall be governed by, and
construed in accordance with, the laws of the State of Delaware (without regard
to conflict of laws principles).





                                        2




                  IN WITNESS WHEREOF, the parties hereto have caused this
Declaration of Trust to be executed as of the day and year first above written.

                                  CCC INFORMATION SERVICES GROUP INC.,
                                  as Sponsor


                                  By: /s/ Reid E. Simpson
                                      -----------------------------------------
                                  Name:    Reid E. Simpson
                                  Title:   Executive Vice President and
                                           Chief Financial Officer



                                  REID E. SIMPSON, not in his individual
                                  capacity but solely as Trustee


                                  /s/ Reid E. Simpson
                                  --------------------------------------------



                                  ROBERT GUTTMAN, not in his individual capacity
                                  but solely as Trustee


                                  /s/ Robert Guttman
                                  ---------------------------------------------



                                  WILMINGTON TRUST COMPANY, not in its
                                  individual capacity but solely as Trustee


                                  By: /s/ Patricia Evans
                                  ---------------------------------------------
                                  Name:  Patricia Evans
                                  Title:  Senior Financial Services Officer

EX-4.8

                                                                  EXHIBIT 4.8

- -------------------------------------------------------------------------------





                              AMENDED AND RESTATED
                              DECLARATION OF TRUST
                                       OF
                              CCCISG CAPITAL TRUST


                               [         ], 200_




- --------------------------------------------------------------------------------






                               TABLE OF CONTENTS




                                                                                                   PAGE
                                                                                                
                                              ARTICLE I
                                     INTERPRETATION AND DEFINITIONS

         SECTION 1.1     DEFINITIONS..................................................................2

                                              ARTICLE II
                                          TRUST INDENTURE ACT

         SECTION 2.1     TRUST INDENTURE ACT; APPLICATION.............................................9
         SECTION 2.2     LISTS OF HOLDERS OF SECURITIES...............................................9
         SECTION 2.3     REPORTS BY THE PROPERTY TRUSTEE.............................................10
         SECTION 2.4     PERIODIC REPORTS TO PROPERTY TRUSTEE........................................10
         SECTION 2.5     EVIDENCE OF COMPLIANCE WITH CONDITIONS
                                        PRECEDENT....................................................10
         SECTION 2.6     EVENTS OF DEFAULT; WAIVER...................................................11
         SECTION 2.7     EVENT OF DEFAULT; NOTICE....................................................13

                                              ARTICLE III
                                             ORGANIZATION

         SECTION 3.1     NAME........................................................................14
         SECTION 3.2     OFFICE......................................................................14
         SECTION 3.3     PURPOSE.....................................................................14
         SECTION 3.4     AUTHORITY...................................................................15
         SECTION 3.5     TITLE TO PROPERTY OF THE TRUST..............................................15
         SECTION 3.6     POWERS AND DUTIES OF THE ADMINISTRATIVE
                                        TRUSTEES.....................................................15
         SECTION 3.7     PROHIBITION OF ACTIONS BY THE TRUST AND THE
                                        ADMINISTRATIVE TRUSTEES......................................18
         SECTION 3.8     POWERS AND DUTIES OF THE PROPERTY TRUSTEE...................................19
         SECTION 3.9     CERTAIN DUTIES AND RESPONSIBILITIES OF THE
                                        PROPERTY TRUSTEE.............................................22
         SECTION 3.10     CERTAIN RIGHTS OF PROPERTY TRUSTEE.........................................24
         SECTION 3.11     DELAWARE TRUSTEE...........................................................27
         SECTION 3.12     EXECUTION OF DOCUMENTS.....................................................27


                                       i





                                                                                                
         SECTION 3.13     NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF
                                          SECURITIES.................................................27
         SECTION 3.14     DURATION OF TRUST..........................................................27
         SECTION 3.15     MERGERS....................................................................28

                                              ARTICLE IV
                                                SPONSOR

         SECTION 4.1     SPONSOR'S PURCHASE OF COMMON SECURITIES ....................................30
         SECTION 4.2     RIGHTS AND RESPONSIBILITIES OF THE SPONSOR .................................30
         SECTION 4.3     RIGHT TO PROCEED............................................................31

                                               ARTICLE V
                                               TRUSTEES

         SECTION 5.1     NUMBER  OF TRUSTEES.........................................................31
         SECTION 5.2     DELAWARE TRUSTEE............................................................32
         SECTION 5.3     PROPERTY TRUSTEE; ELIGIBILITY...............................................32
         SECTION 5.4     CERTAIN QUALIFICATIONS OF ADMINISTRATIVETRUSTEES AND DELAWARE TRUSTEE
                                        GENERALLY....................................................33
         SECTION 5.5     ADMINISTRATIVE TRUSTEES.....................................................34
         SECTION 5.6     APPOINTMENT, REMOVAL AND RESIGNATION OF
                                        TRUSTEES.....................................................34
         SECTION 5.7     VACANCIES AMONG TRUSTEES....................................................36
         SECTION 5.8     EFFECT OF VACANCIES.........................................................36
         SECTION 5.9     MEETINGS....................................................................37
         SECTION 5.10     DELEGATION OF POWER........................................................37
         SECTION 5.11     MERGER, CONVERSION, CONSOLIDATION OR
                                        SUCCESSION TO BUSINESS.......................................38

                                              ARTICLE VI
                                             DISTRIBUTIONS

         SECTION 6.1     DISTRIBUTIONS...............................................................38

                                              ARTICLE VII
                                        ISSUANCE OF SECURITIES



                                       ii



                                                                                                
         SECTION 7.1     GENERAL PROVISIONS REGARDING SECURITIES ....................................39
         SECTION 7.2     PAYING AGENT/REGISTRAR......................................................40

                                             ARTICLE VIII
                                         TERMINATION OF TRUST

         SECTION 8.1     DISSOLUTION OF TRUST........................................................41

                                              ARTICLE IX
                                         TRANSFER OF INTERESTS

         SECTION 9.1     TRANSFER OF SECURITIES......................................................42
         SECTION 9.2     TRANSFER OF CERTIFICATES....................................................42
         SECTION 9.3     DEEMED SECURITY HOLDERS.....................................................43
         SECTION 9.4     BOOK ENTRY INTERESTS........................................................43
         SECTION 9.5     NOTICES TO CLEARING AGENCY..................................................44
         SECTION 9.6     APPOINTMENT OF SUCCESSOR CLEARING AGENCY....................................44
         SECTION 9.7     DEFINITIVE PREFERRED SECURITY CERTIFICATES..................................45
         SECTION 9.8     MUTILATED, DESTROYED, LOST OR STOLEN
                                        CERTIFICATES.................................................45

                                               ARTICLE X
                                  LIMITATION OF LIABILITY OF HOLDERS
                                   OF SECURITIES, TRUSTEES OR OTHERS

         SECTION 10.1     LIABILITY..................................................................46
         SECTION 10.2     EXCULPATION................................................................47
         SECTION 10.3     FIDUCIARY DUTY.............................................................47
         SECTION 10.4     INDEMNIFICATION AND EXPENSES...............................................48
         SECTION 10.5     OUTSIDE BUSINESSES.........................................................52

                                              ARTICLE XI
                                              ACCOUNTING

         SECTION 11.1     FISCAL YEAR................................................................53
         SECTION 11.2     CERTAIN ACCOUNTING MATTERS.................................................53



                                      iii



                                                                                                
         SECTION 11.3     BANKING....................................................................53
         SECTION 11.4     WITHHOLDING................................................................54

                                              ARTICLE XII
                                        AMENDMENTS AND MEETINGS

         SECTION 12.1     AMENDMENTS.................................................................54
         SECTION 12.2     MEETINGS OF THE HOLDERS OF SECURITIES; ACTION
                                          BY WRITTEN CONSENT.........................................56

                                             ARTICLE XIII
                                      REPRESENTATIONS OF PROPERTY
                                     TRUSTEE AND DELAWARE TRUSTEE

         SECTION 13.1     REPRESENTATIONS AND WARRANTIES OF PROPERTY
                                          TRUSTEE....................................................58
         SECTION 13.2     REPRESENTATIONS AND WARRANTIES OF DELAWARE
                                          TRUSTEE....................................................59

                                              ARTICLE XIV
                                             MISCELLANEOUS

         SECTION 14.1     NOTICES....................................................................60
         SECTION 14.2     GOVERNING LAW..............................................................62
         SECTION 14.3     INTENTION OF THE PARTIES...................................................62
         SECTION 14.4     HEADINGS...................................................................62
         SECTION 14.5     SUCCESSORS AND ASSIGNS.....................................................62
         SECTION 14.6     PARTIAL ENFORCEABILITY.....................................................63
         SECTION 14.7     COUNTERPARTS...............................................................63
         SECTION 14.8     CUSIP NUMBERS..............................................................63



                                                  iv



                                         AMENDED AND RESTATED
                                         DECLARATION OF TRUST
                                                  OF
                                         CCCISG CAPITAL TRUST

                                          [           ], 200_


         AMENDED AND RESTATED DECLARATION OF TRUST (the "Declaration") dated
and effective as of [          ], 200_, by the Trustees (as defined herein),
the Sponsor (as defined herein) and by the Holders (as defined herein), from
time to time, of the securities representing undivided beneficial interests
in the assets of the Trust (as defined herein) to be issued pursuant to this
Declaration;

         WHEREAS, certain of the Trustees and the Sponsor established CCCISG
Capital Trust (the "Trust"), a trust under the Business Trust Act (as defined
herein) pursuant to a Declaration of Trust dated as of June 14, 2001 (the
"Original Declaration"), and a Certificate of Trust filed with the Secretary of
State of the State of Delaware on June 14, 2001 for the sole purpose of issuing
and selling certain securities representing undivided beneficial interests in
the assets of the Trust and investing the proceeds thereof in certain Debentures
of the Debenture Issuer (each, as defined herein);

         WHEREAS, all of the parties hereto, by this Declaration, amend and
restate each and every term and provision of the Original Declaration; and

         NOW, THEREFORE, it being the intention of the parties hereto to
continue the Trust as a business trust under the Business Trust Act and that
this Declaration constitute the governing instrument of such business trust, the
Trustees declare that all assets contributed to the Trust will be held by the
Trust for the benefit of the Holders, from time to time, of the securities
representing undivided beneficial interests in the assets of the Trust issued
hereunder, subject to the provisions of this Declaration.




                                   ARTICLE I
                         INTERPRETATION AND DEFINITIONS

SECTION 1.1     DEFINITIONS.

         UNLESS THE CONTEXT OTHERWISE REQUIRES:

         (a) capitalized terms used in this Declaration but not defined in the
preamble above have the respective meanings assigned to them in this Section
1.1;

         (b) a term defined anywhere in this Declaration has the same meaning
throughout;

         (c) all references to "the Declaration" or "this Declaration" are to
this Declaration as modified, supplemented or amended from time to time;

         (d) all references in this Declaration to Articles and Sections and
Annexes and Exhibits are to Articles and Sections of and Annexes and Exhibits to
this Declaration unless otherwise specified;

         (e) a term defined in the Trust Indenture Act (as defined herein) has
the same meaning when used in this Declaration unless otherwise defined in this
Declaration or unless the context otherwise requires; and

         (f) a reference to the singular includes the plural and vice versa.

         "Administrative Trustee" and "Administrative Trustees" have the meaning
set forth in Section 5.1.

         "Affiliate" of any specified Person means any other Person, directly or
indirectly, controlling or controlled by or under direct or indirect common
control with such specified Person. When used with respect to any Person,
"control" means the power, directly or indirectly, to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" and "under common control with" have meanings
correlative to the foregoing.

         "Agent" means any Paying Agent or Registrar.


                                       2



         "Authorized Officer" means (i) with respect to the Sponsor, the Chief
Executive Officer, the Chief Financial Officer, the President, a Vice President,
the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary
of the Sponsor and (ii) with respect to any other Person, any Person that is
authorized to bind such Person.

         "Book Entry Interest" means a beneficial interest in a Global
Certificate, ownership and transfers of which shall be maintained and made
through book entries by a Clearing Agency as described in Section 9.4.

         "Business Day" means any day other than Saturday, Sunday or a day on
which banking institutions and trust companies in The City of New York are
authorized or required by law, regulation or executive order to close.

         "Business Trust Act" means Chapter 38 of Title 12 of the Delaware
Code, 12 Del. Code Section 3801 et seq., as it may be amended from time to
time, or any successor legislation.

         "Certificate" means a Common Security Certificate or a Preferred
Security Certificate.

         "Clearing Agency" means an organization registered as a "Clearing
Agency" pursuant to Section 17A of the Exchange Act that is acting as
depositary for the Preferred Securities and in whose name or in the name of a
nominee of that organization shall be registered a Global Certificate and
which shall undertake to effect book entry transfers and pledges of the
Preferred Securities.

         "Clearing Agency Participant" means a broker, dealer, bank, other
financial institution or other Person for whom from time to time the Clearing
Agency effects book entry transfers and pledges of securities deposited with
the Clearing Agency.

         "Closing Date" means the "Closing Date" under the Underwriting
Agreement.

         "Code" means the Internal Revenue Code of 1986, as amended from time
to time, or any successor legislation.

         "Commission" means the Securities and Exchange Commission.

         "Common Security" has the meaning set forth in Section 7.1.

                                       3



         "Common Securities Guarantee" means the guarantee agreement to be
dated as of [           ] of the Sponsor in respect of the Common Securities.

         "Common Security Certificate" means a definitive certificate in
fully registered form representing a Common Security substantially in the
form of Exhibit A-2.

         "Corporate Trust Office" means the office of the Property Trustee at
which the corporate trust business of the Property Trustee shall, at any
particular time, be principally administered, which office at the date of
execution of this Declaration is located at [           ].

         "Covered Person" means (a) any officer, director, shareholder,
partner, member, representative, employee or agent of (i) the Trust or (ii)
the Trust's Affiliates; and (b) any Holder of Securities.

         "Debenture Issuer" means CCC Information Services Group Inc., a
Delaware corporation, in its capacity as issuer of the Debentures under the
Indenture.

         "Debenture Trustee" means [           ], as trustee under the
Indenture (as defined in the definition of "Indenture" herein) until a
successor is appointed, and thereafter means such successor trustee.

         "Debentures" means the series of [   ]% debentures to be issued by the
Debenture Issuer under the Indenture, a specimen certificate for such series of
Debentures being Exhibit B.

         "Definitive Preferred Securities Certificates" has the meaning set
forth in Section 9.4.

         "Delaware Trustee" has the meaning set forth in Section 5.2.

         "Direction" by a Person means a written direction signed:

                  (a) if the Person is a natural person, by that Person; or

                  (b) in any other case, in the name of such Person by one or
         more Authorized Officers of that Person.

         "Direct Action" has the meaning set forth in Section 3.8(e).


                                       4



         "Distribution" means a distribution payable to Holders of Securities in
accordance with Section 6.1.

         "DTC" means The Depository Trust Company, the initial Clearing Agency.

         "Event of Default" in respect of the Securities means an Event of
Default (as defined in the Indenture) has occurred and is continuing in respect
of the Debentures.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor legislation.

         "Fiduciary Indemnified Person" has the meaning set forth in Section
10.4(b).

         "Global Certificate" has the meaning set forth in Section 9.4.

         "Holder" or "holder" means a Person in whose name a Certificate
representing a Security is registered, such Person being a beneficial owner
within the meaning of the Business Trust Act.

         "Indemnified Person"  means a Sponsor Indemnified Person or a Fiduciary
Indemnified Person.

         "Indenture" means the Indenture, dated as of [            ], between
the Debenture Issuer and the applicable Debenture Trustee, and any indenture
supplemental thereto pursuant to which the Debentures are to be issued.

         "Investment Company" means an investment company as defined in the
Investment Company Act.

         "Investment Company Act" means the Investment Company Act of 1940, as
amended from time to time, or any successor legislation.

         "Legal Action" has the meaning set forth in Section 3.6(f).

         "Liquidation Distribution" has the meaning set forth in Annex I.

         "Majority in liquidation amount of the Securities" means, except as
provided in the terms and conditions of the Preferred Securities set forth in
Annex I hereto or by the Trust Indenture Act, Holder(s) of outstanding
Securities voting together as a single class or, as the context may require,
Holders of outstanding Preferred Securi-


                                     5




ties or Holders of outstanding Common Securities, voting separately as a class,
who are the record owners of more than 50% of the aggregate liquidation amount
of all outstanding Securities of the relevant class.

         "Officer's Certificate" means, with respect to any Person, a
certificate signed by an Authorized Officer of such Person. Any Officer's
Certificate delivered with respect to compliance with a condition or covenant
provided for in this Declaration shall include:

                  (a) a statement that the officer signing the Officer's
         Certificate has read the covenant or condition and the definitions
         relating thereto;

                  (b) a brief statement of the nature and scope of the
         examination or investigation undertaken by the officer in rendering the
         Officer's Certificate;

                  (c) a statement that such officer has made such examination or
         investigation as, in such officer's opinion, is necessary to enable
         such officer to express an informed opinion as to whether or not such
         covenant or condition has been complied with; and

                  (d) a statement as to whether, in the opinion of such officer,
         such condition or covenant has been complied with.

         "Paying Agent" has the meaning set forth in Section 7.2.

         "Payment Amount" has the meaning set forth in Section 6.1.

         "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever nature.

         "Preferred Security" has the meaning set forth in Section 7.1.

         "Preferred Security Beneficial Owner" means, with respect to a Book
Entry Interest, a Person who is the beneficial owner of such Book Entry
Interest, as reflected on the books of the Clearing Agency, or on the books of a
Person maintaining an account with such Clearing Agency (directly as a Clearing
Agency Participant or as an indirect participant, in each case in accordance
with the rules of such Clearing Agency).


                                       6



         "Preferred Security Certificate" means a certificate representing a
Preferred Security substantially in the form of Exhibit A-1.

         "Preferred Securities Guarantee" means the guarantee agreement, dated
as of [             ] of the Sponsor and [              ], as trustee for the
benefit of the Holders from time to time of the Preferred Securities.

         "Property Trustee" means the Trustee meeting the eligibility
requirements set forth in Section 5.3.

         "Property Trustee Account" has the meaning set forth in Section 3.8(c).

         "Quorum" means a majority of the Administrative Trustees or, if there
are only two Administrative Trustees, both of them.

         "Registrar" has the meaning set forth in Section 7.2.

         "Related Party" means, with respect to the Sponsor, any direct or
indirect wholly owned subsidiary of the Sponsor or any other Person that owns,
directly or indirectly, 100% of the outstanding voting securities of the
Sponsor.

         "Responsible Officer" means, with respect to the Property Trustee, any
officer within the Corporate Trust Office of the Property Trustee (or any
successor of the Property Trustee), including, but not limited to, any
vice-president, any assistant vice-president, any assistant secretary, any
assistant treasurer or other officer of the Corporate Trust Office of the
Property Trustee assigned by the Property Trustee to administer its corporate
trust matters and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of that
officer's knowledge of and familiarity with the particular subject, in each case
who shall have direct responsibility for the administration of this Declaration.

         "Securities" means the Common Securities and the Preferred Securities.

         "Securities Guarantees" means the Common Securities Guarantee and the
Preferred Securities Guarantee.

         "Securities Act" means the Securities Act of 1933, as amended from time
to time, or any successor legislation.


                                       7



         "Sponsor" means CCC Information Services Group Inc., a Delaware
corporation, or any successor entity in a merger or consolidation, in its
capacity as sponsor of the Trust.

         "Sponsor Indemnified Person" means (a) any Administrative Trustee; (b)
any Affiliate of any Administrative Trustee; (c) any officers, directors,
shareholders, members, partners, employees, representatives or agents of any
Administrative Trustee or any Affiliate of any Administrative Trustee; or (d)
any officer, employee or agent of the Trust or its Affiliates.

         "Successor Delaware Trustee" has the meaning set forth in Section 5.
6(b)(ii).

         "Successor Entity" has the meaning set forth in Section 3.15(b)(i).

         "Successor Property Trustee" has the meaning set forth in Section
3.8(f)(ii).

         "Super Majority" has the meaning set forth in Section 2.6(a)(ii).

         "10% in liquidation amount of the Securities" means, except as provided
in the terms of the Preferred Securities set forth in Annex I hereto or by the
Trust Indenture Act, Holder(s) of outstanding Securities voting together as a
single class or, as the context may require, Holders of outstanding Preferred
Securities or Holders of outstanding Common Securities voting separately as a
class, who are the record owners of 10% or more of the aggregate liquidation
amount of all outstanding Securities of the relevant class.

         "Treasury Regulations" means the income tax regulations, including
temporary and proposed regulations, promulgated under the Code by the United
States Treasury, as such regulations may be amended from time to time (including
corresponding provisions of succeeding regulations).

         "Trustee" or "Trustees" means each Person who has signed this
Declaration as a trustee, so long as such Person shall continue in office in
accordance with the terms hereof, and all other Persons who may from time to
time be duly appointed, qualified and serving as Trustees in accordance with the
provisions hereof, and references herein to a Trustee or the Trustees shall
refer to such Person or Persons solely in their capacity as trustees hereunder.


                                       8



         "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended
from time to time, or any successor legislation.

         "Underwriting Agreement" means the Underwriting Agreement for the
offering and sale of the Preferred Securities.

                                   ARTICLE II
                               TRUST INDENTURE ACT

SECTION 2.1     TRUST INDENTURE ACT; APPLICATION.

         (a) This Declaration is subject to the provisions of the Trust
Indenture Act that are required to be part of this Declaration and shall, to the
extent applicable, be governed by such provisions.

         (b) The Property Trustee shall be the only Trustee which is a Trustee
for the purposes of the Trust Indenture Act.

         (c) If and to the extent that any provision of this Declaration limits,
qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

         (d) Any application of the Trust Indenture Act to this Declaration
shall not affect the nature of the Securities as equity securities representing
undivided beneficial interests in the assets of the Trust.

SECTION 2.2     LISTS OF HOLDERS OF SECURITIES.

         (a) Each of the Sponsor and the Administrative Trustees, on behalf of
the Trust, shall provide the Property Trustee (i) within 15 days after each
record date for payment of Distributions, a list, in such form as the Property
Trustee may reasonably require, of the names and addresses of the Holders of the
Securities ("List of Holders") as of such record date, provided that neither the
Sponsor nor the Administrative Trustees, on behalf of the Trust, shall be
obligated to provide such List of Holders at any time the List of Holders does
not differ from the most recent List of Holders given to the Property Trustee by
the Sponsor and the Administrative Trustees on behalf of the Trust, and (ii) at
any other time, within 30 days of receipt by the Trust of a written request by
the Property Trustee for a List of Holders as of a date no more than 15 days
before such List of Holders is given to the Property Trustee. The Property
Trustee shall preserve, in as current a form as is reasonably practicable, all


                                       9



information contained in the Lists of Holders given to it or which it receives
in the capacity as Paying Agent (if acting in such capacity), provided that the
Property Trustee may destroy any List of Holders previously given to it on
receipt of a new List of Holders.

         (b) The Property Trustee shall comply with its obligations under
Sections 311(a), 311(b) and 312(b) of the Trust Indenture Act.

SECTION 2.3     REPORTS BY THE PROPERTY TRUSTEE.

         Within 60 days after [ ] of each year, commencing [ ] the Property
Trustee shall provide to the Holders of the Preferred Securities such reports as
are required by Section 313 of the Trust Indenture Act, if any, in the form and
in the manner provided by Section 313 of the Trust Indenture Act. The Property
Trustee shall also comply with the requirements of Section 313(d) of the Trust
Indenture Act.

SECTION 2.4     PERIODIC REPORTS TO PROPERTY TRUSTEE.

         Each of the Sponsor and the Administrative Trustees, on behalf of the
Trust, shall provide to the Property Trustee such documents, reports and
information as required by Section 314 of the Trust Indenture Act (if any) and
the compliance certificate required by Section 314 of the Trust Indenture Act in
the form, in the manner and at the times required by Section 314 of the Trust
Indenture Act.

         Delivery of such reports, information and documents to the Property
Trustee is for informational purposes only and the Property Trustee's receipt of
such shall not constitute constructive notice of any information contained
therein or determinable from information contained therein, including the
Sponsor's or Administrative Trustees' compliance with any of its covenants
hereunder (as to which the Property Trustee is entitled to rely exclusively on
Officer's Certificates).

SECTION 2.5     EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

         Each of the Sponsor and the Administrative Trustees, on behalf of the
Trust, shall provide to the Property Trustee such evidence of compliance with
any conditions precedent, if any, provided for in this Declaration that relate
to any of the matters set forth in Section 314(c) of the Trust Indenture Act.
Any certificate or


                                      10



opinion required to be given by an officer pursuant to Section 314(c)(1) may be
given in the form of an Officer's Certificate.

SECTION 2.6     EVENTS OF DEFAULT; WAIVER.

         (a) The Holders of a Majority in liquidation amount of Preferred
Securities may, by vote, on behalf of the Holders of all of the Preferred
Securities, waive any past Event of Default in respect of the Preferred
Securities and its consequences, provided that, if the underlying Event of
Default under the Indenture:

                  (i) is not waivable under the Indenture, the Event of Default
         under this Declaration shall also not be waivable; or

                  (ii) requires the consent or vote of greater than a majority
         in principal amount of the holders of the Debentures (a "Super
         Majority") to be waived under the Indenture, the Event of Default under
         this Declaration may only be waived by the vote of the Holders of at
         least the proportion in liquidation amount of the Preferred Securities
         that the relevant Super Majority represents of the aggregate principal
         amount of the Debentures outstanding.

The foregoing provisions of this Section 2.6(a) shall be in lieu of Section
316(a)(1)(B) of the Trust Indenture Act and such Section 316(a)(1)(B) of the
Trust Indenture Act is hereby expressly excluded from this Declaration and the
Preferred Securities, as permitted by the Trust Indenture Act. Upon such waiver,
any such default shall cease to exist, and any Event of Default with respect to
the Preferred Securities arising therefrom shall be deemed to have been cured,
for every purpose of this Declaration, but no such waiver shall extend to any
subsequent or other default or an Event of Default with respect to the Preferred
Securities or impair any right consequent thereon. Any waiver by the Holders of
the Preferred Securities of an Event of Default with respect to the Preferred
Securities shall also be deemed to constitute a waiver by the Holders of the
Common Securities of any such Event of Default with respect to the Common
Securities for all purposes of this Declaration without any further act, vote,
or consent of the Holders of the Common Securities.

         (b) The Holders of a Majority in liquidation amount of the Common
Securities may, by vote, on behalf of the Holders of all of the Common
Securities, waive any past Event of Default with respect to the Common
Securities and its consequences, provided that, if the underlying Event of
Default under the Indenture:


                                      11



                  (i) is not waivable under the Indenture, except where the
         Holders of the Common Securities are deemed to have waived such Event
         of Default under this Declaration as provided below in this Section
         2.6(b) and Section 2.6(c), the Event of Default under this Declaration
         shall also not be waivable; or

                  (ii) requires the consent or vote of a Super Majority to be
         waived, except where the Holders of the Common Securities are deemed to
         have waived such Event of Default under this Declaration as provided
         below in this Section 2.6(b) and in Section 2.6(c), the Event of
         Default under this Declaration may only be waived by the vote of the
         Holders of at least the proportion in liquidation amount of the Common
         Securities that the relevant Super Majority represents of the aggregate
         principal amount of the Debentures outstanding;

provided further, each Holder of Common Securities will be deemed to have waived
any such Event of Default and all Events of Default with respect to the Common
Securities and its consequences until all Events of Default with respect to the
Preferred Securities have been cured, waived or otherwise eliminated, and until
such Events of Default have been so cured, waived or otherwise eliminated, the
Property Trustee will be deemed to be acting solely on behalf of the Holders of
the Preferred Securities and only the Holders of the Preferred Securities will
have the right to direct the Property Trustee in accordance with the terms of
the Securities. The foregoing provisions of this Section 2.6(b) shall be in lieu
of Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act and such
Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act are hereby
expressly excluded from this Declaration and the Securities, as permitted by the
Trust Indenture Act. Subject to the foregoing provisions of this Section 2.6(b),
upon such waiver, any such default shall cease to exist and any Event of Default
with respect to the Common Securities arising therefrom shall be deemed to have
been cured for every purpose of this Declaration, but no such waiver shall
extend to any subsequent or other default or Event of Default with respect to
the Common Securities or impair any right consequent thereon.

         (c) A waiver of an Event of Default under the Indenture by the Property
Trustee at the direction of the Holders of the Preferred Securities constitutes
a waiver of the corresponding Event of Default with respect to the Preferred
Securities under this Declaration. Any waiver of an Event of Default under the
Indenture by the Property Trustee at the direction of the Holders of the
Preferred Securities shall also be deemed to constitute a waiver by the Holders
of the Common Securities of the


                                      12



corresponding Event of Default under this Declaration with respect to the Common
Securities for all purposes of this Declaration without further act, vote or
consent of the Holders of the Common Securities. The foregoing provisions of
this Section 2.6(c) shall be in lieu of Section 3l6(a)(1)(B) of the Trust
Indenture Act and such Section 316(a)(1)(B) of the Trust Indenture Act is hereby
expressly excluded from this Declaration and the Securities, as permitted by the
Trust Indenture Act.

SECTION 2.7     EVENT OF DEFAULT; NOTICE.

         (a) The Property Trustee shall, within 90 days after a Responsible
Officer of the Property Trustee obtains actual knowledge of the occurrence of an
Event of Default, actually known to such Responsible Officer of the Property
Trustee, transmit by mail, first class postage prepaid, to the Holders of the
Securities, notices of all such defaults with respect to the Securities, unless
such defaults have been cured before the giving of such notice (the term
"defaults" for the purposes of this Section 2.7(a) being hereby defined to be an
Event of Default as defined in the Indenture, not including any periods of grace
provided for therein and irrespective of the giving of any notice provided
therein); provided that, except for a default in the payment of principal of (or
premium, if any) or interest on any of the Debentures, the Property Trustee
shall be protected in withholding such notice if and so long as a Responsible
Officer of the Property Trustee in good faith determines that the withholding of
such notice is in the interests of the Holders of the Securities.

         (b) The Property Trustee shall not be deemed to have knowledge of any
default except:

                  (i) a default under Sections 6.01(a)(1) and 6.01(a)(2) of the
         Indenture provided that the Property Trustee is also the Paying Agent
         under the Indenture; or

                  (ii) any default as to which the Property Trustee shall have
         received written notice which references the Securities and this
         Declaration at its Corporate Trust Office or of which a Responsible
         Officer of the Property Trustee charged with the administration of this
         Declaration shall have actual knowledge.

         The Sponsor and the Administrative Trustees shall file annually with
the Property Trustee a certification as to whether or not they are in compliance
with all the conditions applicable to them under this Declaration.


                                      13



                                   ARTICLE III
                                  ORGANIZATION

SECTION 3.1     NAME.

         The Trust is named "CCCISG Capital Trust," as such name may be modified
from time to time by the Administrative Trustees following written notice to the
Delaware Trustee, the Property Trustee and Holders of the Securities. The
Trust's activities may be conducted under the name of the Trust or any other
name deemed advisable by the Administrative Trustees.

SECTION 3.2     OFFICE.

         The address of the principal office of the Trust, for purposes of
the Delaware Business Trust Act, is c/o CCC Information Services Group Inc.,
444 Merchandise Mart, Chicago, Illinois 60654, Attention: Chief Financial
Officer. On ten Business Days written notice to the Property Trustee and
Holders of the Securities, the Administrative Trustees may designate another
principal office.

SECTION 3.3     PURPOSE.

         The exclusive purposes and functions of the Trust are (a) to issue and
sell the Securities and use the gross proceeds from such sale to acquire the
Debentures, and (b) except as otherwise set forth herein, to engage in only
those other activities necessary, appropriate, convenient or incidental thereto.
The Trust shall not borrow money, issue debt or reinvest proceeds derived from
investments, pledge any of its assets, or otherwise undertake (or permit to be
undertaken) any activity that would cause the Trust not to be classified for
United States federal income tax purposes as a grantor trust. It is the intent
of the parties to this Declaration for the Trust to be classified as a grantor
trust for United States federal income tax purposes under Subpart E of
Subchapter J of the Code, pursuant to which the owners of the Preferred
Securities and the Common Securities will be the owners of the Trust for United
States federal income tax purposes, and such owners will include directly in
their gross income the income, gain, deduction or loss of the Trust as if the
Trust did not exist. By the acceptance of this Declaration the Trustees, the
Sponsor, the Preferred Security Beneficial Owners and the holders of the Common
Securities agree that they will not take any position for United States federal
income tax purposes which is contrary to the classification of the Trust as a
grantor trust.


                                      14



SECTION 3.4     AUTHORITY.

         Subject to the limitations provided in this Declaration and to the
specific duties of the Property Trustee, the Administrative Trustees shall have
exclusive and complete authority to carry out the purposes of the Trust. An
action taken by the Administrative Trustees on behalf of the Trust in accordance
with their powers shall constitute the act of and serve to bind the Trust and an
action taken by the Property Trustee on behalf of the Trust in accordance with
its powers shall constitute the act of and serve to bind the Trust. In dealing
with the Trustees acting on behalf of the Trust, no Person shall be required to
inquire into the authority of the Trustees to bind the Trust. Persons dealing
with the Trust are entitled to rely conclusively on the power and authority of
the Trustees as set forth in this Declaration.

SECTION 3.5     TITLE TO PROPERTY OF THE TRUST.

         Except as provided in Section 3.8 with respect to the Debentures and
the Property Trustee Account or as otherwise provided in this Declaration, legal
title to all assets of the Trust shall be vested in the Trust. A Holder shall
not have legal title to any part of the assets of the Trust, but shall have an
undivided beneficial interest in the assets of the Trust.

SECTION 3.6     POWERS AND DUTIES OF THE ADMINISTRATIVE TRUSTEES.

         The Administrative Trustees shall have the exclusive power, duty and
authority and are hereby authorized and directed to cause the Trust to engage in
the following activities:

         (a) to execute, deliver, issue and sell the Preferred Securities and
the Common Securities in accordance with this Declaration; provided, however,
that the Trust may issue no more than one series of Preferred Securities and no
more than one series of Common Securities, and, provided further, that there
shall be no interests in the Trust other than the Securities, and the issuance
of Securities shall be limited to a simultaneous issuance of both Preferred
Securities and Common Securities on each Closing Date;

         (b) in connection with the issue and sale of the Preferred Securities
to:

                  (i) execute and file with the Commission the registration
         statement and the prospectus relating to the registration statement on
         Form S-


                                      15




         3 prepared by the Sponsor, including any amendments or
         supplements thereto, pertaining to the Preferred Securities and to take
         any other action relating to the registration and sale of the Preferred
         Securities under federal and state securities laws;

                  (ii) execute and file any documents prepared by the Sponsor,
         or take any acts as determined by the Sponsor to be necessary in order
         to qualify or register all or part of the Preferred Securities in any
         State in which the Sponsor has determined to qualify or register such
         Preferred Securities for sale;

                  (iii) execute and file an application, prepared by the
         Sponsor, to the New York Stock Exchange, Inc. or any other national
         stock exchange or the Nasdaq Stock Market's National Market for listing
         upon notice of issuance of any Preferred Securities;

                  (iv) execute and file with the Commission a registration
         statement on Form 8-A, including any amendments thereto, prepared by
         the Sponsor, relating to the registration of the Preferred Securities
         under Section 12(b) of the Exchange Act;

                  (v) execute and enter into and deliver the Underwriting
         Agreement providing for the sale of the Preferred Securities; and

                  (vi) execute and deliver letters, documents or instruments
         with DTC and other Clearing Agencies relating to the Preferred
         Securities.

         (c) to acquire the Debentures with the proceeds of the sale of the
Preferred Securities and the Common Securities; provided, however, that the
Administrative Trustees shall cause legal title to the Debentures to be held of
record in the name of the Property Trustee for the benefit of the Trust and the
Holders of the Preferred Securities and the Holders of Common Securities;

         (d) to establish a record date with respect to all actions to be taken
hereunder that require a record date be established, including and with respect
to, for the purposes of Section 316(c) of the Trust Indenture Act,
Distributions, voting rights, repayments, redemptions and exchanges, and to
issue relevant notices to the Holders of Preferred Securities and Holders of
Common Securities as to such actions and applicable record dates;


                                      16



         (e) to take all actions and perform such duties as may be required of
the Administrative Trustees pursuant to the terms of the Securities and this
Declaration;

         (f) to the fullest extent permitted by law, to bring or defend, pay,
collect, compromise, arbitrate, resort to legal action, or otherwise adjust
claims or demands of or against the Trust ("Legal Action"), unless pursuant to
Section 3.8(e) the Property Trustee has the exclusive power to bring such Legal
Action;

         (g) to employ or otherwise engage employees and agents (who may be
designated as officers with titles) and managers, contractors, advisors, and
consultants and pay reasonable compensation for such services;

         (h) to cause the Trust to comply with the Trust's obligations under the
Trust Indenture Act;

         (i) to give the certificate required by Section 314(a)(4) of the Trust
Indenture Act to the Property Trustee, which certificate may be executed by any
Administrative Trustee;

         (j) to incur expenses that are necessary, appropriate, convenient or
incidental to carry out any of the purposes of the Trust;

         (k) to act as, or appoint another Person to act as, registrar and
transfer agent for the Securities;

         (l) to take all action that may be necessary or appropriate for the
preservation and the continuation of the Trust's valid existence, rights,
franchises and privileges as a statutory business trust under the laws of the
State of Delaware and of each other jurisdiction in which such existence is
necessary to protect the limited liability of the Holders of the Preferred
Securities or to enable the Trust to effect the purposes for which the Trust was
created;

         (m) to take any action, not inconsistent with this Declaration or with
applicable law, that the Administrative Trustees determine in their discretion
to be necessary or desirable in carrying out the activities of the Trust,
including, but not limited to:

                  (i) causing the Trust not to be deemed to be an Investment
         Company required to be registered under the Investment Company Act;


                                      17



                  (ii) causing the Trust to be classified for United States
         federal income tax purposes as a grantor trust; and

                  (iii) cooperating with the Debenture Issuer to ensure that the
         Debentures will be treated as indebtedness of the Debenture Issuer for
         United States federal income tax purposes, provided that such action
         relating to this clause (iii) does not adversely affect the interests
         of Holders;

         (n) to take all action necessary to cause all applicable tax returns
and tax information reports that are required to be filed with respect to the
Trust to be duly prepared and filed by the Administrative Trustees, on behalf of
the Trust; and

         (o) to execute all documents or instruments, perform all duties and
powers, and do all things for and on behalf of the Trust in all matters
necessary, appropriate, convenient or incidental to the foregoing.

         The Administrative Trustees must exercise the powers set forth in this
Section 3.6 in a manner that is consistent with the purposes and functions of
the Trust set out in Section 3.3, and the Administrative Trustees shall not take
any action that is inconsistent with the purposes and functions of the Trust set
forth in Section 3.3.

         Subject to this Section 3.6, the Administrative Trustees shall have
none of the powers or the authority of the Property Trustee set forth in Section
3.8. No permissive power or authority available to the Administrative Trustees
shall be construed to be a duty.

SECTION 3.7     PROHIBITION OF ACTIONS BY THE TRUST AND THE
                ADMINISTRATIVE TRUSTEES.

         The Trust shall not and the Administrative Trustees shall cause the
Trust not to, engage in any activity other than as required or authorized by
this Declaration. In particular, the Trust shall not and the Administrative
Trustees shall cause the Trust not to:

                  (i) invest any proceeds received by the Trust with respect to
         the Debentures, but shall distribute all such proceeds to Holders of
         Securities pursuant to the terms of this Declaration and of the
         Securities;

                  (ii) acquire any assets other than as expressly provided
         herein;


                                      18



                  (iii) possess Trust property for other than a Trust purpose;

                  (iv) make any loans or incur any indebtedness for borrowed
         money, other than loans represented by the Debentures;

                  (v) possess any power or otherwise act in such a way as to
         vary the Trust assets or the terms of the Securities in any way
         whatsoever;

                  (vi) issue any securities or other evidences of beneficial
         ownership of, or beneficial interest in, the Trust other than the
         Securities; or

                  (vii) other than as provided in this Declaration or Annex I,
         (A) direct the time, method and place of exercising any trust or power
         conferred upon the Debenture Trustee with respect to the Debentures,
         (B) waive any past default that is waivable under the Indenture, (C)
         exercise any right to rescind or annul any declaration that the
         principal of all the Debentures shall be due and payable, or (D)
         consent to any amendment, modification or termination of the Indenture
         or the Debentures where such consent shall be required, unless, in the
         case of clauses (B), (C) and (D), the Trust shall have received an
         opinion of counsel to the effect that for United States federal income
         tax purposes the Trust will not be classified as other than a grantor
         trust as a result of such action.

SECTION 3.8     POWERS AND DUTIES OF THE PROPERTY TRUSTEE

         (a) The legal title to the Debentures shall be owned by and held of
record in the name of the Property Trustee in trust for the benefit of the Trust
and the Holders of the Securities. The right, title and interest of the Property
Trustee to the Debentures shall vest automatically in each Person who may
hereafter be appointed as Property Trustee in accordance with Section 5.6. Such
vesting and cessation of title shall be effective whether or not conveyancing
documents with regard to the Debentures have been executed and delivered.

         (b) The Property Trustee shall not transfer its right, title and
interest in the Debentures to the Administrative Trustees or to the Delaware
Trustee (if the Property Trustee does not also act as Delaware Trustee).

         (c) The Property Trustee shall:


                                      19



                  (i) establish and maintain a segregated non-interest bearing
         trust account (the "Property Trustee Account") in the name of and under
         the exclusive control of the Property Trustee on behalf of the Trust
         and the Holders of the Securities and, upon the receipt of payments of
         funds made in respect of the Debentures held by the Property Trustee,
         deposit such funds into the Property Trustee Account and make payments
         to the Holders of the Preferred Securities and Holders of the Common
         Securities from the Property Trustee Account in accordance with Section
         6.1. Funds in the Property Trustee Account shall be held uninvested
         until disbursed in accordance with this Declaration. The Property
         Trustee Account shall be an account that is maintained with a banking
         institution the rating on whose long-term unsecured indebtedness is
         rated at least "A" or above by a "nationally recognized statistical
         rating organization," as that term is defined for purposes of Rule
         436(g)(2) under the Securities Act;

                  (ii) engage in such ministerial activities as shall be
         necessary, appropriate, convenient or incidental to effect the
         repayment of the Preferred Securities and the Common Securities to the
         extent the Debentures mature or are redeemed; and

                  (iii) upon written notice of distribution issued by the
         Administrative Trustees in accordance with the terms of the Securities,
         engage in such ministerial activities as shall be necessary,
         appropriate, convenient or incidental to effect the distribution of the
         Debentures to Holders of Securities upon the occurrence of certain
         special events (as may be defined in the terms of the Securities)
         arising from a change in law or a change in legal interpretation or
         other specified circumstances pursuant to the terms of the Securities.

         (d) The Property Trustee shall take all actions and perform such duties
as may be specifically required of the Property Trustee pursuant to the terms of
the Securities and this Declaration.

         (e) The Property Trustee shall take any Legal Action which arises out
of or in connection with an Event of Default of which a Responsible Officer of
the Property Trustee has actual knowledge or the Property Trustee's duties and
obligations under this Declaration, or the Trust Indenture Act; provided,
however, that if the Property Trustee fails to enforce its rights under the
Debentures after a Holder of Preferred Securities has made a written request,
such Holder of Preferred Securities may, to the fullest extent permitted by
applicable law, institute a legal


                                      20



proceeding against the Debenture Issuer without first instituting any legal
proceeding against the Property Trustee or any other Person. Notwithstanding
the foregoing, if an Event of Default has occurred and is continuing and such
event is attributable to the failure of the Debenture Issuer to pay interest on
or principal of the Debentures on the date such interest or principal is
otherwise payable (or in the case of redemption, on the redemption date), then
a Holder of Preferred Securities may directly institute a proceeding for
enforcement of payment to such Holder of the principal of or interest on the
Debentures having a principal amount equal to the aggregate liquidation amount
of the Preferred Securities of such holder (a "Direct Action") on or after the
due date specified in the Debentures. In connection with such Direct Action, the
rights of the Holders of Common Securities will be subordinated to the rights of
such Holders of Preferred Securities. In connection with such Direct Action, the
Debenture Issuer shall be subrogated to the rights of such Holder of Preferred
Securities with respect to payments on the Preferred Securities under this
Declaration to the extent of any payment made by the Debenture Issuer to such
Holder of Preferred Securities in such Direct Action. Except as provided in the
preceding sentences, the Holders of Preferred Securities will not be able to
exercise directly any other remedy available to the Holders of the Debentures.

         (f) The Property Trustee shall continue to serve as a Trustee until
either:

                  (i) the Trust has been completely liquidated and the proceeds
         of the liquidation distributed to the Holders of Securities pursuant to
         the terms of the Securities; or

                  (ii) a Successor Property Trustee has been appointed and has
         accepted that appointment in accordance with Section 5.6 (a "Successor
         Property Trustee").

         (g) The Property Trustee shall have the legal power to exercise all of
the rights, powers and privileges of a holder of Debentures under the Indenture
and, if an Event of Default actually known to a Responsible Officer of the
Property Trustee occurs and is continuing, the Property Trustee shall, for the
benefit of Holders of the Securities, enforce its rights as holder of the
Debentures subject to the rights of the Holders pursuant to the terms of such
Securities and this Declaration.

         (h) The Property Trustee shall be authorized to undertake any actions
set forth in Section 317(a) of the Trust Indenture Act.


                                      21



         (i) Subject to this Section 3.8, the Property Trustee shall have none
of the duties, liabilities, powers or the authority of the Administrative
Trustees set forth in Section 3.6.

         The Property Trustee must exercise the powers set forth in this Section
3.8 in a manner that is consistent with the purposes and functions of the Trust
set out in Section 3.3, and the Property Trustee shall not take any action that
is inconsistent with the purposes and functions of the Trust set out in Section
3.3.

SECTION 3.9     CERTAIN DUTIES AND RESPONSIBILITIES OF THE PROPERTY TRUSTEE.

         (a) The Property Trustee, before the occurrence of any Event of Default
and after the curing or waiver of all Events of Default that may have occurred,
shall undertake to perform only such duties as are specifically set forth in
this Declaration and no implied covenants or obligations shall be read into this
Declaration against the Property Trustee. In case an Event of Default has
occurred (that has not been cured or waived pursuant to Section 2.6) of which a
Responsible Officer of the Property Trustee has actual knowledge, the Property
Trustee shall exercise such of the rights and powers vested in it by this
Declaration, and use the same degree of care and skill in their exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
his or her own affairs.

         (b) No provision of this Declaration shall be construed to relieve the
Property Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that:

                  (i) prior to the occurrence of an Event of Default and after
         the curing or waiving of all such Events of Default that may have
         occurred:

                           (A) the duties and obligations of the Property
                  Trustee shall be determined solely by the express provisions
                  of this Declaration and the Property Trustee shall not be
                  liable except for the performance of such duties and
                  obligations as are specifically set forth in this Declaration,
                  and no implied covenants or obligations shall be read into
                  this Declaration against the Property Trustee; and

                           (B) in the absence of bad faith on the part of the
                  Property Trustee, the Property Trustee may conclusively rely,
                  as to the truth of the statements and the correctness of the
                  opinions expressed therein,


                                      22



                  upon any certificates or opinions furnished to the Property
                  Trustee and conforming to the requirements of this
                  Declaration, but in the case of any such certificates or
                  opinions that by any provision hereof are specifically
                  required to be furnished to the Property Trustee, the
                  Property Trustee shall be under a duty to examine the same
                  to determine whether or not on their face they conform to the
                  requirements of this Declaration (but need not confirm or
                  investigate the accuracy of mathematical calculations or other
                  facts stated therein);

                  (ii) the Property Trustee shall not be liable for any error of
         judgment made in good faith by a Responsible Officer of the Property
         Trustee, unless it shall be proved that the Property Trustee was
         negligent in ascertaining the pertinent facts;

                  (iii) the Property Trustee shall not be liable with respect to
         any action taken or omitted to be taken by it in good faith in
         accordance with the direction of the Holders of not less than a
         Majority in liquidation amount of the Securities relating to the time,
         method and place of conducting any proceeding for any remedy available
         to the Property Trustee, or exercising any trust or power conferred
         upon the Property Trustee under this Declaration;

                  (iv) no provision of this Declaration shall require the
         Property Trustee to expend or risk its own funds or otherwise incur
         personal financial liability in the performance of any of its duties or
         in the exercise of any of its rights or powers, if it shall have
         reasonable grounds for believing that the repayment of such funds is
         not reasonably assured to it under the terms of this Declaration or if
         indemnity reasonably satisfactory to the Property Trustee against such
         risk or liability is not reasonably assured to it;

                  (v) the Property Trustee's sole duty with respect to the
         custody, safe keeping and physical preservation of the Debentures and
         the Property Trustee Account shall be to deal with such property in a
         similar manner as the Property Trustee deals with similar property for
         its fiduciary accounts generally, subject to the protections and
         limitations on liability afforded to the Property Trustee under this
         Declaration, the Business Trust Act and the Trust Indenture Act;


                                      23



                  (vi) the Property Trustee shall have no duty or liability for
         or with respect to the value, genuineness, existence or sufficiency of
         the Debentures or the payment of any taxes or assessments levied
         thereon or in connection therewith;

                  (vii) the Property Trustee shall not be liable for any
         interest on any money received by it except as it may otherwise agree
         in writing with the Sponsor. Money held by the Property Trustee need
         not be segregated from other funds held by it except in relation to the
         Property Trustee Account maintained by the Property Trustee pursuant to
         Section 3.8(c)(i) and except to the extent otherwise required by law;
         and

                  (viii) the Property Trustee shall not be responsible for
         monitoring the compliance by the Administrative Trustees or the Sponsor
         with their respective duties under this Declaration, nor shall the
         Property Trustee be liable for any default or misconduct of the
         Administrative Trustees or the Sponsor.

SECTION 3.10     CERTAIN RIGHTS OF PROPERTY TRUSTEE.

         (a)      Subject to the provisions of Section 3.9:

                  (i) the Property Trustee may in absence of bad faith
         conclusively rely and shall be fully protected in acting or refraining
         from acting upon any resolution, certificate, statement, instrument,
         opinion, report, notice, request, direction, consent, order, bond,
         debenture, note, other evidence of indebtedness or other paper or
         document reasonably believed by it to be genuine (and with respect to
         the certificates, reports, statements and opinions, are, in the absence
         of bad faith, believed by it to be true and accurate) and to have been
         signed, sent or presented by the proper party or parties;

                  (ii) any direction or act of the Sponsor or the Administrative
         Trustees contemplated by this Declaration shall be sufficiently
         evidenced by a Direction or an Officer's Certificate;

                  (iii) whenever in the administration of this Declaration, the
         Property Trustee shall deem it desirable that a matter be proved or
         established before taking, suffering or omitting any action hereunder,
         the Property Trustee (unless other evidence is herein specifically
         prescribed) may, in the absence of negligence or bad faith on its part,
         request and conclusively rely


                                      24



         upon an Officer's Certificate which, upon receipt of such request,
         shall be promptly delivered by the Sponsor or the Administrative
         Trustees;

                  (iv) the Property Trustee shall have no duty to see to any
         recording, filing or registration of any instrument (including any
         financing or continuation statement or any filing under tax or
         securities laws) or any rerecording, refiling or re-registration
         thereof;

                  (v) the Property Trustee may consult with counsel or other
         experts of its selection and the advice or opinion of such counsel and
         experts with respect to matters or advice within the scope of such
         experts' area of expertise shall be full and complete authorization and
         protection in respect of any action taken, suffered or omitted by it
         hereunder in good faith and in accordance with such advice or opinion.
         Such counsel may be counsel to the Sponsor or any of its Affiliates,
         and may include any of its employees. The Property Trustee shall have
         the right at any time to seek instructions concerning the
         administration of this Declaration from any court of competent
         jurisdiction;

                  (vi) the Property Trustee shall be under no obligation to
         exercise any of the rights or powers vested in it by this Declaration
         at the request or direction of any Holder, unless such Holder shall
         have provided to the Property Trustee security and indemnity,
         reasonably satisfactory to the Property Trustee, against the reasonable
         costs, expenses (including reasonable attorneys' fees and expenses and
         the reasonable expenses of the Property Trustee's agents, nominees or
         custodians) and liabilities that might be incurred by it in complying
         with such request or direction, including such reasonable advances as
         may be requested by the Property Trustee, provided that nothing
         contained in this Section 3.10(a)(vi) shall be taken to relieve the
         Property Trustee, upon the occurrence of an Event of Default, of its
         obligation to exercise the rights and powers vested in it by this
         Declaration;

                  (vii) the Property Trustee shall be under no obligation to
         conduct an investigation into the facts or matters stated in any
         resolution, certificate, statement, instrument, opinion, report,
         notice, request, direction, consent, order, bond, debenture, note,
         other evidence of indebtedness or other paper or document, but the
         Property Trustee, in its discretion, may make such further inquiry or
         investigation into such facts or matters as it may see fit;


                                      25




                  (viii) the Property Trustee may execute any of the trusts or
         powers hereunder or perform any duties hereunder either directly or by
         or through agents, custodians, nominees or attorneys and the Property
         Trustee shall not be responsible for any misconduct or negligence on
         the part of any agent or attorney appointed with due care by it
         hereunder in compliance with this Declaration;

                  (ix) any action taken by the Property Trustee or its agents
         hereunder shall bind the Trust and the Holders of the Securities, and
         the signature of the Property Trustee or its agents alone shall be
         sufficient and effective to perform any such action and no third party
         shall be required to inquire as to the authority of the Property
         Trustee to so act or as to its compliance with any of the terms and
         provisions of this Declaration, both of which shall be conclusively
         evidenced by the Property Trustee's or its agent's taking such action;

                  (x) whenever in the administration of this Declaration the
         Property Trustee shall deem it desirable to receive instructions with
         respect to enforcing any remedy or right or taking any other action
         hereunder, the Property Trustee (i) may request instructions from the
         Holders of the Securities which instructions may only be given by the
         Holders of the same proportion in liquidation amount of the Securities
         as would be entitled to direct the Property Trustee under the terms of
         the Securities in respect of such remedy, right or action, (ii) may
         refrain from enforcing such remedy or right or taking such other action
         until such instructions are received, and (iii) shall be protected in
         conclusively relying on or acting in accordance with such instructions;

                  (xi) except as otherwise expressly provided by this
         Declaration, the Property Trustee shall not be under any obligation to
         take any action that is discretionary under the provisions of this
         Declaration; and

                  (xii) the Property Trustee shall not be liable for any action
         taken, suffered, or omitted to be taken by it in good faith, without
         negligence, and reasonably believed by it to be authorized or within
         the discretion or rights or powers conferred upon it by this
         Declaration.

         (b) No provision of this Declaration shall be deemed to impose any duty
or obligation on the Property Trustee to perform any act or acts or exercise any
right, power, duty or obligation conferred or imposed on it, in any jurisdiction
in which it


                                      26



shall be illegal, or in which the Property Trustee shall be unqualified or
incompetent in accordance with applicable law, to perform any such act or acts,
or to exercise any such right, power, duty or obligation. No permissive power
or authority available to the Property Trustee shall be construed to be a duty.

SECTION 3.11     DELAWARE TRUSTEE.

         Notwithstanding any other provision of this Declaration other than
Section 5.2, the Delaware Trustee shall not be entitled to exercise any powers,
nor shall the Delaware Trustee have any of the duties and responsibilities of
the Trustees (except as required under the Business Trust Act) described in this
Declaration. Except as set forth in Section 5.2, the Delaware Trustee shall be a
Trustee for the sole and limited purpose of fulfilling the requirements of
Section 3807 of the Business Trust Act. In the event that the Delaware Trustee
shall at any time be required to take any action or perform any duty hereunder,
the Delaware Trustee shall be entitled to the benefits of Section 3.9(b)(ii)
through (viii) and Section 3.10. No implied covenants or obligations shall be
read into this Declaration against the Delaware Trustee.

SECTION 3.12     EXECUTION OF DOCUMENTS.

         Except as otherwise required by applicable law, any Administrative
Trustee is authorized to execute on behalf of the Trust any documents that the
Administrative Trustees have the power and authority to execute pursuant to
Section 3.6.

SECTION 3.13     NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

         The recitals contained in this Declaration and the Securities shall
be taken as the statements of the Sponsor, and the Trustees do not assume any
responsibility for their correctness. The Trustees make no representations as
to the value or condition of the property of the Trust or any part thereof.
The Trustees make no representations as to the validity or sufficiency of
this Declaration or the Securities.

SECTION 3.14     DURATION OF TRUST.

         The Trust, unless dissolved pursuant to the provisions of Article VIII
 hereof, shall dissolve on [                    ].


                                      27



SECTION 3.15     MERGERS.

         (a) The Trust may not consolidate, amalgamate, merge with or into, or
be replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, except as described in Section
3.15(b) and (c) and Section (3) of Annex I.

         (b) The Trust may, with the consent of the Administrative Trustees or,
if there are more than two, a majority of the Administrative Trustees and
without the consent of the Holders of the Securities, the Delaware Trustee or
the Property Trustee, consolidate, amalgamate, merge with or into, or be
replaced by a trust organized as such under the laws of any State,

                  (i) provided that if the Trust is not the surviving entity,
         the successor entity (the "Successor Entity") either:

                           (A) expressly assumes all of the obligations of the
                  Trust under the Securities; or

                           (B) substitutes for the Preferred Securities other
                  securities having substantially the same terms as the
                  Preferred Securities (the "Successor Securities"), so long as
                  the Successor Securities rank the same as the Preferred
                  Securities rank with respect to Distributions and payments
                  upon liquidation, redemption, repayment and otherwise and
                  substitutes for the Common Securities other securities having
                  substantially the same terms as the Common Securities (the
                  "Successor Common Securities"), so long as the Successor
                  Common Securities rank the same as the Common Securities rank
                  with respect to Distributions and payments upon liquidation,
                  redemption, repayment and otherwise;

                  (ii) the Debenture Issuer expressly acknowledges a trustee of
         the Successor Entity that possesses the same powers and duties as the
         Property Trustee as the holder of the Debentures;

                  (iii) if the Preferred Securities are listed or quoted, any
         Successor Securities will be listed or quoted upon notification of
         issuance, on any national securities exchange, national automated
         quotation system or with another organization on which the Preferred
         Securities are then listed or quoted;


                                      28



                  (iv) such merger, consolidation, amalgamation, replacement,
         conveyance, transfer or lease does not cause the Preferred Securities
         (including any Successor Securities) to be downgraded by any nationally
         recognized statistical rating organization;

                  (v) such merger, consolidation, amalgamation, replacement,
         conveyance, transfer or lease does not adversely affect the rights,
         preferences and privileges of the Holders of the Securities (including
         any Successor Securities and any Successor Common Securities) in any
         material respect (other than with respect to any dilution of such
         Holders' interests in the new entity);

                  (vi) such Successor Entity has a purpose substantially
         identical to that of the Trust;

                  (vii) prior to such merger, consolidation, amalgamation,
         replacement, conveyance, transfer or lease, the Sponsor has received an
         opinion of a nationally recognized independent counsel to the Trust
         experienced in such matters to the effect that:

                           (A) such merger, consolidation, amalgamation,
                  replacement, conveyance, transfer or lease does not adversely
                  affect the rights, preferences and privileges of the Holders
                  of the Securities (including any Successor Securities) in any
                  material respect (other than with respect to any dilution of
                  the Holders' interest in the new entity);

                           (B) following such merger, consolidation,
                  amalgamation, replacement, conveyance, transfer or lease,
                  neither the Trust nor the Successor Entity will be required to
                  register as an Investment Company; and

                           (C) following such merger, consolidation,
                  amalgamation, replacement, conveyance, transfer or lease, the
                  Trust (or the Successor Entity) will continue to be classified
                  as a grantor trust for United States federal income tax
                  purposes;

                  (viii) the Sponsor owns, directly or indirectly, all of the
         common securities of such Successor Entity;


                                      29



                  (ix) the Sponsor guarantees the obligations of such Successor
         Entity under the Successor Securities at least to the extent provided
         by the Securities Guarantees; and

                  (x) there shall have been furnished to the Property Trustee an
         Officer's Certificate and an Opinion of Counsel, each to the effect
         that all conditions precedent in this Declaration to such transaction
         have been satisfied.

         (c) Notwithstanding Section 3.15(b), the Trust shall not, except with
the consent of Holders of 100% in liquidation amount of the Securities,
consolidate, amalgamate, merge with or into, or be replaced by any other entity
or permit any other entity to consolidate, amalgamate, merge with or into, or
replace it if such consolidation, amalgamation, merger or replacement would
cause the Trust or Successor Entity to be classified as other than a grantor
trust for United States federal income tax purposes.

                                   ARTICLE IV
                                     SPONSOR

SECTION 4.1     SPONSOR'S PURCHASE OF COMMON SECURITIES.

         On the Closing Date the Sponsor will purchase all of the Common
Securities issued by the Trust, in an amount at least equal to 3.0% of the
capital of the Trust, at the same time as the Preferred Securities are sold.

SECTION 4.2     RIGHTS AND RESPONSIBILITIES OF THE SPONSOR.

         In connection with the issue, sale of the Preferred Securities, the
Sponsor shall have the exclusive right and responsibility to engage in the
following activities:

         (a) to prepare for filing by the Trust with the Commission a
registration statement on Form S-3 in relation to the Preferred Securities,
including any amendments thereto;

         (b) if necessary, to determine the States in which to take appropriate
action to qualify or register for sale all or part of the Preferred Securities
and to do any and all such acts, other than actions which must be taken by the
Trust, and advise the Trust of actions it must take, and prepare for execution
and filing any documents


                                      30



to be executed and filed by the Trust), as the Sponsor deems necessary or
advisable in order to comply with the applicable laws of any such States;

         (c) if necessary, to prepare for filing by the Trust of an application
to the New York Stock Exchange or any other national stock exchange or the
Nasdaq Stock Market's National Market for listing upon notice of issuance, if
applicable, the Preferred Securities;

         (d) if necessary, to prepare for filing by the Trust with the
Commission of a registration statement on Form 8-A relating to the registration
of the Preferred Securities under Section 12(b) of the Exchange Act, including
any amendments thereto; and

         (e) to negotiate the terms of the Underwriting Agreement providing for
the sale of the Preferred Securities.

SECTION 4.3     RIGHT TO PROCEED.

         The Sponsor acknowledges the rights of Holders to institute a Direct
Action as set forth in Section 3.8(e) hereto.


                                    ARTICLE V
                                    TRUSTEES

SECTION 5.1     NUMBER  OF TRUSTEES.

         The number of Trustees initially shall be five (5), and:

         (a) at any time before the issuance of any Securities, the Sponsor may,
by written instrument, increase or decrease the number of Trustees; and

         (b) after the issuance of any Securities, the number of Trustees may be
increased or decreased by vote of the Holders of a Majority in liquidation
amount of the Common Securities voting as a class at a meeting of the Holders of
the Common Securities; provided, however, that, the number of Trustees shall in
no event be less than two (2), provided further that (1) one Trustee shall meet
the requirements of Section 5.2(a) or (b); (2) there shall be at least one
Trustee who is an employee or officer of, or is affiliated with, the Sponsor
(each an "Administrative Trustee" and, collectively, the "Administrative
Trustees"); and (3) one Trustee shall be the Property


                                      31



Trustee for so long as this Declaration is required to qualify as an indenture
under the Trust Indenture Act, and such Property Trustee may also serve as
Delaware Trustee if it meets the applicable requirements.

SECTION 5.2     DELAWARE TRUSTEE.

         If required by the Business Trust Act, one Trustee (the "Delaware
Trustee") shall be:

         (a)      a natural person who is a resident of the State of Delaware;
or

         (b) if not a natural person, an entity which has its principal place of
business in the State of Delaware, and otherwise meets the requirements of
applicable law, provided that, if the Property Trustee has its principal place
of business in the State of Delaware and otherwise meets the requirements of
applicable law, then the Property Trustee shall also be the Delaware Trustee and
Section 3.11 shall have no application.

         (c) The initial Delaware Trustee shall be:

             [             ]

SECTION 5.3     PROPERTY TRUSTEE; ELIGIBILITY.

         (a) There shall at all times be one Trustee which shall act as Property
Trustee for so long as this Declaration is required to qualify as an Indenture
under the Trust Indenture Act, which shall:

                  (i)      not be an Affiliate of the Sponsor; and

                  (ii) be a corporation organized and doing business under the
         laws of the United States of America or any State or Territory thereof
         or of the District of Columbia, or a corporation or Person permitted by
         the Commission to act as a Property Trustee under the Trust Indenture
         Act, authorized under such laws to exercise corporate trust powers,
         having a combined capital and surplus of at least 50 million U.S.
         dollars ($50,000,000), and subject to supervision or examination by
         Federal, State,


                                      32



         Territorial or District of Columbia authority. If such corporation
         publishes reports of condition at least annually, pursuant to law or
         to the requirements of the supervising or examining authority referred
         to above, then for the purposes of this Section 5.3(a)(ii), the
         combined capital and surplus of such corporation shall be deemed to
         be its combined capital and surplus as set forth in its most recent
         report of condition so published.

         (b) If at any time the Property Trustee shall cease to be eligible to
so act under Section 5.3(a), the Property Trustee shall immediately resign in
the manner and with the effect set forth in Section 5.6(c).

         (c) If the Property Trustee has or shall acquire any "conflicting
interest" within the meaning of Section 310(b) of the Trust Indenture Act, the
Property Trustee and the Holder of the Common Securities (as if it were the
obligor referred to in Section 310(b) of the Trust Indenture Act) shall in all
respects comply with the provisions of Section 310(b) of the Trust Indenture
Act.

         (d) The Preferred Securities Guarantee and the Indenture shall be
deemed to be specifically described in this Declaration and the Indenture for
purposes of clause (i) of the first proviso contained in Section 310(b) of the
Trust Indenture Act.

         (e) The initial Property Trustee shall be:

             [              ]


SECTION 5.4     CERTAIN QUALIFICATIONS OF ADMINISTRATIVE TRUSTEES AND DELAWARE
                TRUSTEE GENERALLY.

         Each Administrative Trustee and the Delaware Trustee (unless the
Property Trustee also acts as Delaware Trustee) shall be either a natural person
who is at least 21 years of age or a legal entity that shall act through one or
more Authorized Officers.


                                      33



SECTION 5.5     ADMINISTRATIVE TRUSTEES.

         The initial Administrative Trustees shall be:

                  [                 ]
                  [                 ]
                  [                 ]

         (a) Except as otherwise expressly set forth in this Declaration and
except if a meeting of the Administrative Trustees is called with respect to any
matter over which the Administrative Trustees have power to act, any power of
the Administrative Trustees may be exercised by, or with the consent of, any one
such Administrative Trustee.

         (b) Except as otherwise required by applicable law, any Administrative
Trustee is authorized to execute on behalf of the Trust any documents which the
Administrative Trustees have the power and authority to cause the Trust to
execute pursuant to Section 3.6.

SECTION 5.6     APPOINTMENT, REMOVAL AND RESIGNATION OF TRUSTEES.

         (a) Subject to Section 5.6(b), Trustees may be appointed or removed
with or without cause at any time:

                  (i) until the issuance of any Securities, by written
         instrument executed by the Sponsor; and

                  (ii) after the issuance of any Securities, by vote of the
         Holders of a Majority in liquidation amount of the Common Securities
         voting as a class at a meeting of the Holders of the Common Securities.

         (b) (i) The Trustee that acts as Property Trustee shall not be removed
in accordance with Section 5.6(a) until a Successor Property Trustee possessing
the qualifications to act as Property Trustee under Section 5.3 has been
appointed and has accepted such appointment by written instrument executed by
such Successor Property Trustee and delivered to the Administrative Trustees and
the Sponsor; and

                  (ii) The Trustee that acts as Delaware Trustee shall not be
         removed in accordance with Section 5.6(a) until a successor Delaware


                                      34



         Trustee possessing the qualifications to act as Delaware Trustee under
         Sections 5.2 and 5.4 (a "Successor Delaware Trustee") has been
         appointed and has accepted such appointment by written instrument
         executed by such Successor Delaware Trustee and delivered to the
         Administrative Trustees and the Sponsor.

         (c) A Trustee appointed to office shall hold office until such
Trustee's successor shall have been appointed or until such Trustee's death,
removal or resignation. Any Trustee may resign from office (without need for
prior or subsequent accounting) by an instrument in writing signed by the
Trustee and delivered to the Sponsor and the Administrative Trustees, which
resignation shall take effect upon such delivery or upon such later date as is
specified therein; provided, however, that:

                  (i) no such resignation of the Trustee that acts as the
         Property Trustee shall be effective:

                           (A) until a Successor Property Trustee has been
                  appointed and has accepted such appointment by instrument
                  executed by such Successor Property Trustee and delivered to
                  the Administrative Trustees, the Sponsor and the resigning
                  Property Trustee; or

                           (B) until the assets of the Trust have been
                  completely liquidated and the proceeds thereof distributed to
                  the Holders of the Securities; and

                  (ii) no such resignation of the Trustee that acts as the
         Delaware Trustee shall be effective until a Successor Delaware Trustee
         has been appointed and has accepted such appointment by instrument
         executed by such Successor Delaware Trustee and delivered to the Trust,
         the Sponsor and the resigning Delaware Trustee.

         (d) The Holders of the Common Securities shall use all reasonable
efforts to promptly appoint a Successor Delaware Trustee or Successor Property
Trustee, as the case may be, if the Property Trustee or the Delaware Trustee
delivers an instrument of resignation in accordance with this Section 5.6.

         (e) If no Successor Property Trustee or Successor Delaware Trustee
shall have been appointed and accepted appointment as provided in this Section
5.6 within 60 days after delivery to the Sponsor and the Trust of an instrument
of resignation,


                                      35



the resigning Property Trustee or Delaware Trustee, as applicable, may
petition any court of competent jurisdiction for appointment of a Successor
Property Trustee or Successor Delaware Trustee. Such court may thereupon,
after prescribing such notice, if any, as it may deem proper, appoint a
Successor Property Trustee or Successor Delaware Trustee, as the case maybe.

         (f) No Property Trustee or Delaware Trustee shall be liable for the
acts or omissions to act of any Successor Property Trustee or Successor Delaware
Trustee, as the case may be.

         (g) At the time of resignation or removal of the Property Trustee or
the Delaware Trustee, the Sponsor shall pay to such Trustee any amounts that may
be owed to such Trustee pursuant to the Indenture.

SECTION 5.7     VACANCIES AMONG TRUSTEES.

         If a Trustee ceases to hold office for any reason and the number of
Trustees is not reduced pursuant to Section 5.1, or if the number of Trustees
is increased pursuant to Section 5.1, a vacancy shall occur. A resolution
certifying the existence of such vacancy by the Administrative Trustees or,
if there are more than two Administrative Trustees, a majority of the
Administrative Trustees shall be conclusive evidence of the existence of such
vacancy. The vacancy shall be filled with a Trustee appointed in accordance
with Section 5.6.

SECTION 5.8     EFFECT OF VACANCIES.

         The death, resignation, retirement, removal, bankruptcy, dissolution,
liquidation, incompetence or incapacity to perform the duties of a Trustee shall
not operate to dissolve, terminate or annul the Trust. Whenever a vacancy among
the Administrative Trustees shall occur, until such vacancy is filled by the
appointment of an Administrative Trustee in accordance with Section 5.6, the
Administrative Trustees in office, regardless of their number, shall have all
the powers granted to the Administrative Trustees and shall discharge all the
duties imposed upon the Administrative Trustees by this Declaration.


                                       36


SECTION 5.9     MEETINGS.

         If there is more than one Administrative Trustee, meetings of the
Administrative Trustees shall be held from time to time upon the call of any
Administrative Trustee. Regular meetings of the Administrative Trustees may
be held at a time and place fixed by resolution of the Administrative
Trustees. Notice of any in-person meetings of the Administrative Trustees
shall be hand delivered or otherwise delivered in writing (including by
facsimile, with a hard copy by overnight courier) not less than 48 hours
before such meeting. Notice of any telephonic meetings of the Administrative
Trustees or any committee thereof shall be hand delivered or otherwise
delivered in writing (including by facsimile, with a hard copy by overnight
courier) not less than 24 hours before a meeting. Notices shall contain a
brief statement of the time, place and anticipated purposes of the meeting.
The presence (whether in person or by telephone) of an Administrative Trustee
at a meeting shall constitute a waiver of notice of such meeting except where
an Administrative Trustee attends a meeting for the express purpose of
objecting to the transaction of any activity on the ground that the meeting
has not been lawfully called or convened. Unless provided otherwise in this
Declaration, any action of the Administrative Trustees may be taken at (i) a
meeting by vote of a majority of the Administrative Trustees present (whether
in person or by telephone) and eligible to vote with respect to such matter,
provided that a Quorum is present, or (ii) without a meeting and without
prior notice by the unanimous written consent of the Administrative Trustees.
In the event there only one Administrative Trustee, any and all action of
such Administrative Trustee shall be evidenced by a written consent of such
Administrative Trustee.

SECTION 5.10     DELEGATION OF POWER.

         (a) Any Administrative Trustee may, by power of attorney consistent
with applicable law, delegate to any other natural person over the age of 21 his
or her power for the purpose of executing any documents that the Administrative
Trustees have power and authority to cause the Trust to execute pursuant to
Section 3.6, including any registration statement or amendment thereto filed
with the Commission, or making any other governmental filing; and

         (b) the Administrative Trustees shall have power to delegate from time
to time to such of their number or to officers of the Trust the doing of such
things and the execution of such instruments either in the name of the Trust or
the names of the Administrative Trustees or otherwise as the Administrative
Trustees may deem


                                       37


expedient, to the extent such delegation is not prohibited by applicable law
or contrary to the provisions of the Trust, as set forth herein.

SECTION 5.11     MERGER, CONVERSION, CONSOLIDATION OR
                 SUCCESSION TO BUSINESS.

         Any corporation into which the Property Trustee or the Delaware
Trustee, as the case may be, may be merged or converted or with which either may
be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Property Trustee or the Delaware Trustee, as the case
may be, shall be a party, or any corporation succeeding to all or substantially
all the corporate trust business of the Property Trustee or the Delaware
Trustee, as the case may be, shall be the successor of the Property Trustee or
the Delaware Trustee, as the case may be, hereunder, provided such corporation
shall be otherwise qualified and eligible under this Article, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto.

                                   ARTICLE VI
                                  DISTRIBUTIONS

SECTION 6.1     DISTRIBUTIONS.

         Holders shall receive Distributions (as defined herein) in accordance
with the applicable terms of the relevant Holder's Securities. Distributions
shall be made on the Preferred Securities and the Common Securities in
accordance with the preferences set forth in their respective terms attached
hereto as Annex I. If and to the extent that the Debenture Issuer makes a
payment of interest (including compounded interest), premium and/or principal on
the Debentures held by the Property Trustee (the amount of any such payment
being a "Payment Amount"), the Property Trustee shall and is directed, to the
extent it has actually received such funds which are available for that purpose,
to make a distribution (a "Distribution") of the Payment Amount to Holders.






                                       38


                                   ARTICLE VII
                             ISSUANCE OF SECURITIES

SECTION 7.1     GENERAL PROVISIONS REGARDING SECURITIES.

         (a) The Administrative Trustees shall, on behalf of the Trust, issue
one class of preferred securities representing undivided beneficial interests in
the assets of the Trust having such terms as are set forth in Annex I (the
"Preferred Securities") and one class of common securities representing
undivided beneficial interests in the assets of the Trust having such terms as
are set forth in Annex I (the "Common Securities"). The Trust shall issue no
securities or other interests in the assets of the Trust other than the
Preferred Securities and the Common Securities.

         (b) The Certificates shall be signed on behalf of the Trust by an
Administrative Trustee. Such signature shall be the manual or facsimile
signature of any present or any future Administrative Trustee. In case any
Administrative Trustee who shall have signed any of the Securities shall
cease to be such Administrative Trustee before the Certificates so signed
shall be delivered by the Trust, such Certificates nevertheless may be
delivered as though the Person who signed such Certificates had not ceased to
be such Administrative Trustee; and any Certificate may be signed on behalf
of the Trust by such Persons who, at the actual date of execution of such
Certificate, shall be the Administrative Trustees of the Trust, although at
the date of the execution and delivery of the Declaration any such Person was
not such an Administrative Trustee. Certificates shall be printed,
lithographed or engraved or may be produced in any other manner as is
reasonably acceptable to the Administrative Trustees, as evidenced by their
execution thereof, and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements as the
Administrative Trustees may deem appropriate, or as may be required to comply
with any law or with any rule or regulation of any stock exchange on which
Securities may be listed, or to conform to usage. The Preferred Securities
Certificates shall also be authenticated by the Property Trustee. Such
signature shall be an original signature of the Property Trustee.

         (c) The consideration received by the Trust for the issuance of the
Securities shall constitute a contribution to the capital of the Trust and shall
not constitute a loan to the Trust.

         (d) Upon issuance of the Securities as provided in this Declaration,
subject to Section 10.1(b), the Securities so issued shall be deemed to be
validly


                                       39


issued, fully paid and non-assessable undivided beneficial interests in the
assets of the Trust.

         (e) Every Person, by virtue of having become a Holder or a Preferred
Security Beneficial Owner in accordance with the terms of this Declaration,
shall be deemed to have expressly assented and agreed to the terms of, and shall
be bound by, this Declaration.

SECTION 7.2     PAYING AGENT/REGISTRAR.

         In the event that the Preferred Securities are not in book-entry
only form, the Trust shall maintain an office or agency where the Preferred
Securities may be presented for payment ("Paying Agent"), and any such Paying
Agent shall comply with Section 317(b) of the Trust Indenture Act. The
Administrative Trustees on behalf of the Trust may appoint the Paying Agent
and may appoint one or more additional paying agents in such other locations
as it shall determine. The term "Paying Agent" includes any additional paying
agent. The Administrative Trustees may change any Paying Agent without prior
notice to any Holder. The Administrative Trustees shall notify the Property
Trustee of the name and address of any Paying Agent not a party to this
Declaration. If the Administrative Trustees fail to appoint or maintain
another entity as Paying Agent, the Property Trustee shall act as such. The
Administrative Trustees or any of their Affiliates (including the Sponsor)
may act as Paying Agent. The Property Trustee at its Corporate Trust Office
shall initially act as Paying Agent for the Preferred Securities and the
Common Securities. The Trust shall maintain in the Borough of Manhattan, The
City of New York, an office or agency where Preferred Securities may be
presented for registration of transfer ("Registrar"). The Registrar shall
keep a register of the Preferred Securities and of their transfer. The
Administrative Trustee may appoint the Registrar and the Paying Agent and may
appoint one or more co-registrars and one or more additional paying agents in
such other locations as they shall determine. The term "Registrar" includes
any additional registrar. The Administrative Trustees may change any
Registrar or co-registrar without prior notice to any Holder. The
Administrative Trustees shall notify the Property Trustee of the name and
address of any Agent not a party to this Declaration. If the Administrative
Trustees fail to appoint or maintain another entity as Registrar, the
Property Trustee shall act as such. Any Administrative Trustee or any
Affiliates of an Administrative Trustee may act as Registrar. The Trust shall
act as Registrar for the Common Securities.

         Notwithstanding Sections 3.6(b)(vi) and 3.6(k), the Trust initially
appoints the Property Trustee as Registrar for the Preferred Securities and
authorizes it to


                                       40


execute and deliver letters, documents and instruments with DTC and other
Clearing Agencies relating to the Preferred Securities.

                                  ARTICLE VIII
                              TERMINATION OF TRUST

SECTION 8.1     DISSOLUTION OF TRUST.

         (a) The Trust shall dissolve upon the first of the following to occur:

                  (i)   upon the filing of a certificate of dissolution or its
         equivalent with respect to the Sponsor; or the revocation of the
         Sponsor's charter and the expiration of 90 days after the date of
         revocation without a reinstatement thereof;

                  (ii)  upon the entry of a decree of judicial dissolution of
         the Holder of the Common Securities, the Sponsor or the Trust;

                  (iii) when all the Securities shall have been called for
         redemption and the amounts necessary for redemption thereof shall have
         been paid to the Holders in accordance with the terms of the
         Securities;

                  (iv)  upon the written consent to dissolve of all of the
         Administrative Trustees and the Sponsor; or

                  (v)   the expiration of the term of the Trust provided in
         Section 3.14 of this Declaration.

         (b) As soon as is practicable after the occurrence of an event referred
to in Section 8.1(a) and upon completion of the winding-up of the Trust, the
Administrative Trustees shall file a certificate of cancellation of the
certificate of trust of the Trust with the Secretary of State of the State of
Delaware.

         (c) The provisions of Article X shall survive the termination of the
Trust.



                                       41


                                   ARTICLE IX
                              TRANSFER OF INTERESTS

SECTION 9.1     TRANSFER OF SECURITIES.

         (a) Securities may only be transferred, in whole or in part, in
accordance with the terms and conditions set forth in this Declaration and in
the terms of the Securities. To the fullest extent permitted by law, any
transfer or purported transfer of any Security not made in accordance with this
Declaration shall be null and void.

         (b) Subject to this Article IX, Preferred Securities shall be freely
transferable.

         (c) Subject to this Article IX, the Sponsor and any Related Party
may only transfer Common Securities to the Sponsor or a Related Party of the
Sponsor; provided that, any such transfer is subject to the condition
precedent that the transferor obtain the written opinion of nationally
recognized independent counsel experienced in such matters that such transfer
would not cause more than an insubstantial risk that:

                  (i) the Trust would not be classified for United States
         federal income tax purposes as a grantor trust; and

                  (ii) the Trust would be an Investment Company or the
         transferee would become an Investment Company.

SECTION 9.2     TRANSFER OF CERTIFICATES.

         The Registrar shall provide for the registration of Certificates and of
transfers of Certificates, which will be effected without charge but only upon
payment (with such indemnity as the Registrar may require) in respect of any tax
or other government charges that may be imposed in relation to it. Upon
surrender for registration of transfer of any Certificate, the Registrar shall
cause one or more new Certificates to be issued in the name of the designated
transferee or transferees. Every Certificate surrendered for registration of
transfer shall be accompanied by a written instrument of transfer in form
satisfactory to the Property Trustee duly executed by the Holder or such
Holder's attorney duly authorized in writing. Each Certificate surrendered for
registration of transfer shall be canceled by the Registrar. A transferee of a
Certificate shall be entitled to the rights and subject to the obligations of a
Holder hereunder upon the receipt by such transferee of a Certificate.


                                       42


By acceptance of a Certificate, each transferee shall be deemed to have
agreed to be bound by this Declaration.

SECTION 9.3     DEEMED SECURITY HOLDERS.

         The Trustees may treat the Person in whose name any Certificate shall
be registered in the register maintained by the Registrar or on the books and
records of the Trust as the sole Holder of such Certificate and of the
Securities represented by such Certificate for purposes of receiving
Distributions and for all other purposes whatsoever and, accordingly, shall not
be bound to recognize any equitable or other claim to or interest in such
Certificate or in the Securities represented by such Certificate on the part of
any Person, whether or not the Trust shall have actual or other notice thereof.

SECTION 9.4     BOOK ENTRY INTERESTS.

         The Preferred Securities Certificates, on original issuance, in
addition to being issued in the form of one or more definitive, fully registered
Preferred Securities Certificates (each a "Definitive Preferred Securities
Certificate") registered initially in the books and records of the Trust in the
name of [ ] will be issued in the form of one or more, fully registered, global
Preferred Security Certificates (each a "Global Certificate"), to be delivered
to DTC, the initial Clearing Agency, by, or on behalf of, the Trust. Such Global
Certificate(s) shall initially be registered on the books and records of the
Trust in the name of Cede & Co., the nominee of DTC, and no Preferred Security
Beneficial Owner will receive a definitive Preferred Security Certificate
representing such Preferred Security Beneficial Owner's interests in such Global
Certificate(s), except as provided in Section 9.7. Except for the Definitive
Preferred Security Certificates as specified herein and the definitive, fully
registered Preferred Securities Certificates, if any, that have been issued to
the Preferred Security Beneficial Owners pursuant to Section 9.7:

         (a) the provisions of this Section 9.4 shall be in full force and
effect;

         (b) the Trust and the Trustees shall be entitled to deal with the
Clearing Agency for all purposes of this Declaration (including the payment of
Distributions on the Global Certificate(s) and receiving approvals, votes or
consents hereunder) as the Holder of the Preferred Securities and the sole
holder of the Global Certificate(s) and shall have no obligation to the
Preferred Security Beneficial Owners;


                                       43


         (c) to the extent that the provisions of this Section 9.4 conflict with
any other provisions of this Declaration, the provisions of this Section 9.4
shall control; and

         (d) the rights of the Preferred Security Beneficial Owners shall be
exercised only through the Clearing Agency and shall be limited to those
established by law and agreements between such Preferred Security Beneficial
Owners and the Clearing Agency and/or the Clearing Agency Participants to
receive and transmit payments of Distributions on the Global Certificates to
such Clearing Agency Participants. DTC will make book entry transfers among
the Clearing Agency Participants; provided, that, solely for the purposes of
determining whether the Holders of the requisite amount of Preferred
Securities have voted on any matter provided for in this Declaration, so long
as Definitive Preferred Security Certificates have not been issued, the
Trustees may conclusively rely on, and shall be protected in relying on, any
written instrument (including a proxy) delivered to the Trustees by the
Clearing Agency setting forth the Preferred Security Beneficial Owners' votes
or assigning the right to vote on any matter to any other Persons either in
whole or in part.

SECTION 9.5     NOTICES TO CLEARING AGENCY.

         Whenever a notice or other communication to the Preferred Security
Holders is required under this Declaration, unless and until definitive fully
registered Preferred Security Certificates shall have been issued to the
Preferred Security Beneficial Owners pursuant to Section 9.7 or otherwise, the
Trustees shall give all such notices and communications specified herein to be
given to the Preferred Security Holders to the Clearing Agency, and the Trustees
shall have no notice obligations to the Preferred Security Beneficial Owners.

SECTION 9.6     APPOINTMENT OF SUCCESSOR CLEARING AGENCY.

         If any Clearing Agency elects to discontinue its services as securities
depositary with respect to the Preferred Securities, the Administrative Trustees
may, in their sole discretion, appoint a successor Clearing Agency with respect
to such Preferred Securities.

                                         44



SECTION 9.7     DEFINITIVE PREFERRED SECURITY CERTIFICATES.

         If:

         (a) a Clearing Agency elects to discontinue its services as securities
depositary with respect to the Preferred Securities and a successor Clearing
Agency is not appointed within 90 days after such discontinuance pursuant to
Section 9.6; or

         (b) the Administrative Trustees elect after consultation with the
Sponsor to terminate the book-entry system through the Clearing Agency with
respect to the Preferred Securities, then:

         (c) definitive fully registered Preferred Security Certificates shall
be prepared by the Administrative Trustees on behalf of the Trust with respect
to such Preferred Securities; and

         (d) upon surrender of the Global Certificate(s) by the Clearing Agency,
accompanied by registration instructions, the Administrative Trustees on behalf
of the Trust shall cause definitive fully registered Preferred Securities
Certificates to be delivered to Preferred Security Beneficial Owners in
accordance with the instructions of the Clearing Agency. Neither the Trustees
nor the Trust shall be liable for any delay in delivery of such instructions and
each of them may conclusively rely on and shall be protected in relying on, said
instructions of the Clearing Agency. The definitive fully registered Preferred
Security Certificates shall be printed, lithographed or engraved or may be
produced in any other manner as is reasonably acceptable to the Administrative
Trustees, as evidenced by their execution thereof, and may have such letters,
numbers or other marks of identification or designation and such legends or
endorsements as the Administrative Trustees may deem appropriate, or as may be
required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which Preferred
Securities may be listed, or to conform to usage.

SECTION 9.8     MUTILATED, DESTROYED, LOST OR STOLEN
                CERTIFICATES.
         If:

         (a) any mutilated Certificate should be surrendered to the
Administrative Trustees, or if the Administrative Trustees shall receive
evidence to their satisfaction of the destruction, loss or theft of any
Certificate; and


                                       45



         (b) there shall be delivered to the Administrative Trustees, the
Property Trustee and any Registrar such security or indemnity as may be required
by them to keep each of them and the Trust harmless, then, in the absence of
notice that such Certificate shall have been acquired by a protected purchaser,
any Administrative Trustee on behalf of the Trust shall execute and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like denomination. In connection with the
issuance of any new Certificate under this Section 9.8, the Administrative
Trustees may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith.

         Any duplicate Certificate issued pursuant to this Section shall
constitute conclusive evidence of an ownership interest in the relevant
Securities, as if originally issued, whether or not the lost, stolen or
destroyed Certificate shall be found at any time.

                                    ARTICLE X
                       LIMITATION OF LIABILITY OF HOLDERS
                       OF SECURITIES, TRUSTEES OR OTHERS

SECTION 10.1     LIABILITY.

         (a) Except as expressly set forth in this Declaration, the Debentures,
the Securities Guarantees and the terms of the Securities, the Sponsor shall not
be:

                  (i)  personally liable for the return of any portion of the
         capital contributions (or any return thereon) of the Holders of the
         Securities, which shall be made solely from assets of the Trust; or

                  (ii) required to pay to the Trust or to any Holder of
         Securities any deficit upon dissolution of the Trust or otherwise.

         (b) Pursuant to Section 3803(a) of the Business Trust Act, the Holders
of the Preferred Securities shall be entitled to the same limitation of personal
liability extended to stockholders of private corporations for profit organized
under the General Corporation Law of the State of Delaware.


                                       46


SECTION 10.2     EXCULPATION.

         (a) No Indemnified Person shall be liable, responsible or accountable
in damages or otherwise to the Trust or any Covered Person for any loss, damage
or claim incurred by reason of any act or omission performed or omitted by such
Indemnified Person in good faith on behalf of the Trust and in a manner such
Indemnified Person reasonably believed to be within the scope of the authority
conferred on such Indemnified Person by this Declaration or by law, except that
an Indemnified Person shall be liable for any such loss, damage or claim
incurred by reason of such Indemnified Person's gross negligence, bad faith or
willful misconduct with respect to such acts or omissions.

         (b) An Indemnified Person shall be fully protected in relying in
good faith upon the records of the Trust and upon such information, opinions,
reports or statements presented to the Trust by any Person as to matters the
Indemnified Person reasonably believes are within such other Person's
professional or expert competence and who has been selected with reasonable
care by or on behalf of the Trust, including information, opinions, reports
or statements as to the value and amount of the assets, liabilities, profits,
losses, or any other facts pertinent to the existence and amount of assets
from which Distributions to Holders of Securities might properly be paid.

SECTION 10.3     FIDUCIARY DUTY.

         (a) To the extent that, at law or in equity, an Indemnified Person has
duties (including fiduciary duties) and liabilities relating thereto to the
Trust or to any other Covered Person, an Indemnified Person acting under this
Declaration shall not be liable to the Trust, any other Indemnified Person or to
any other Covered Person for its good faith reliance on the provisions of this
Declaration. The provisions of this Declaration, to the extent that they
restrict the duties and liabilities of an Indemnified Person otherwise existing
at law or in equity (other than the duties imposed on the Property Trustee under
the Trust Indenture Act), are agreed by the parties hereto to replace such other
duties and liabilities of such Indemnified Person.

         (b)      Unless otherwise expressly provided herein:

                  (i)  whenever a conflict of interest exists or arises between
         any Covered Person and an Indemnified Person; or


                                       47


                  (ii) whenever this Declaration or any other agreement
         contemplated herein or therein provides that an Indemnified Person
         shall act in a manner that is, or provides terms that are, fair and
         reasonable to the Trust or any Holder of Securities,

the Indemnified Person shall resolve such conflict of interest, take such action
or provide such terms, considering in each case the relative interest of each
party (including its own interest) to such conflict, agreement, transaction or
situation and the benefits and burdens relating to such interests, any customary
or accepted industry practices, and any applicable generally accepted accounting
practices or principles. In the absence of bad faith by the Indemnified Person,
the resolution, action or term so made, taken or provided by the Indemnified
Person shall not constitute a breach of this Declaration or any other agreement
contemplated herein or of any duty or obligation of the Indemnified Person at
law or in equity or otherwise.

         (c) Whenever in this Declaration an Indemnified Person is permitted or
required to make a decision:

                  (i)  in its "sole discretion" or under a grant of similar
         authority, the Indemnified Person shall be entitled to consider such
         interests and factors as it desires, including its own interests, and
         shall have no duty or obligation to give any consideration to any
         interest of or factors affecting the Trust or any other Person; or

                  (ii) in its "good faith" or under another express standard,
         the Indemnified Person shall act under such express standard and shall
         not be subject to any other or different standard imposed by this
         Declaration or by applicable law.

SECTION 10.4    INDEMNIFICATION AND EXPENSES

                  (a) (i) The Sponsor shall indemnify, to the full extent
permitted by law, any Indemnified Person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the Trust) by reason of the fact that he is or
was an Indemnified Person against expenses (including attorneys' fees and
expenses), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Trust, and,


                                       48


with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the Indemnified Person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Trust, and with respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful.

                  (ii) The Sponsor shall indemnify, to the full extent
permitted by law, any Indemnified Person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the Trust to procure a judgment in its favor by
reason of the fact that he is or was an Indemnified Person against expenses
(including attorneys' fees and expenses) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Trust and except that no such
indemnification shall be made in respect of any claim, issue or matter as to
which such Indemnified Person shall have been adjudged to be liable to the
Trust unless and only to the extent that the Court of Chancery of Delaware or
the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which such Court of Chancery or such other
court shall deem proper.

                  (iii) To the extent that an Indemnified Person shall be
successful on the merits or otherwise (including dismissal of an action without
prejudice or the settlement of an action without admission of liability) in
defense of any action, suit or proceeding referred to in paragraphs (i) and (ii)
of this Section 10.4(a), or in defense of any claim, issue or matter therein, he
shall be indemnified, to the full extent permitted by law, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

                  (iv) Any indemnification of an Administrative Trustee under
paragraphs (i) and (ii) of this Section 10.4(a) (unless ordered by a court)
shall be made by the Sponsor only as authorized in the specific case upon a
determination that indemnification of the Sponsor Indemnified Person is proper
in the circumstances because he has met the applicable standard of conduct set
forth in paragraphs (i) and (ii). Such determination shall be made (1) by the
Administrative Trustees by a majority vote of a Quorum consisting of such
Administrative Trustees who were not parties to such action, suit or proceeding,
(2) if such a Quorum is not


                                       49


obtainable, or, even if obtainable, if a Quorum of disinterested
Administrative Trustees so directs, by independent legal counsel in a written
opinion, or (3) by the Common Security Holder of the Trust.

                  (v) Expenses (including attorneys' fees and expenses)
incurred by an Indemnified Person in defending a civil, criminal,
administrative or investigative action, suit or proceeding referred to in
paragraphs (i) and (ii) of this Section 10.4(a) shall be paid by the Sponsor,
to the full extent permitted by law, in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on
behalf of such Indemnified Person to repay such amount if it shall ultimately
be determined that he is not entitled to be indemnified by the Sponsor as
authorized in this Section 10.4(a). Notwithstanding the foregoing, no advance
shall be made by the Sponsor if a determination is reasonably and promptly
made (i) by the Administrative Trustees by a majority vote of a Quorum of
disinterested Administrative Trustees, (ii) if such a Quorum is not
obtainable, or, even if obtainable, if a Quorum of disinterested
Administrative Trustees so directs, by independent legal counsel in a written
opinion or (iii) the Common Security Holder of the Trust, that, based upon
the facts known to the Administrative Trustees, counsel or the Common
Security Holder, as the case may be, at the time such determination is made,
such Indemnified Person acted in bad faith or in a manner that such person
did not believe to be in or not opposed to the best interests of the Trust,
or, with respect to any criminal proceeding, that such Indemnified Person
believed or had reasonable cause to believe his conduct was unlawful. In no
event shall any advance be made in instances where the Administrative
Trustees, independent legal counsel or Common Security Holder reasonably
determine that such Person deliberately breached his duty to the Trust or its
Common or Preferred Security Holders.

                  (vi) The indemnification and advancement of expenses provided
by, or granted pursuant to, the other paragraphs of this Section 10.4(a) shall
not be deemed exclusive of any other rights to which those seeking
indemnification and advancement of expenses may be entitled under any agreement,
vote of stockholders or disinterested directors of the Sponsor or Preferred
Security Holders of the Trust or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office. All
rights to indemnification under this Section 10.4(a) shall be deemed to be
provided by a contract between the Sponsor and each Indemnified Person who
serves in such capacity at any time while this Section 10.4(a) is in effect. Any
repeal or modification of this Section 10.4(a) shall not affect any rights or
obligations then existing.


                                       50


                  (vii)  The Sponsor or the Trust may purchase and maintain
insurance on behalf of any Person who is or was a Sponsor Indemnified Person
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the Sponsor would
have the power to indemnify him against such liability under the provisions of
this Section 10.4(a).

                  (viii) For purposes of this Section 10.4(a), references to
"the Trust" shall include, in addition to the resulting or surviving entity,
any constituent entity (including any constituent of a constituent) absorbed
in a consolidation or merger, so that any Person who is or was a director,
trustee, officer or employee of such constituent entity, or is or was serving
at the request of such constituent entity as a director, trustee, officer,
employee or agent of another entity, shall stand in the same position under
the provisions of this Section 10.4(a) with respect to the resulting or
surviving entity as he would have with respect to such constituent entity if
its separate existence had continued.

                  (ix)   The indemnification and advancement of expenses
provided by, or granted pursuant to, this Section 10.4(a) shall, unless
otherwise provided when authorized or ratified, continue as to a Person who
has ceased to be an Indemnified Person and shall inure to the benefit of the
heirs, executors and administrators of such a Person.

                  (b)    To the fullest extent permitted by law, the Sponsor
agrees to indemnify the (i) Property Trustee, (ii) the Delaware Trustee,
(iii) any Affiliate of the Property Trustee and the Delaware Trustee, and
(iv) any officers, directors, shareholders, members, partners, employees,
representatives, custodians, nominees or agents of the Property Trustee and
the Delaware Trustee (each of the Persons in (i) through (iv) being referred
to as a "Fiduciary Indemnified Person") for, and to hold each Fiduciary
Indemnified Person harmless against, any and all loss, liability, damage,
claim or expense including taxes (other than taxes based on the income of
such Fiduciary Indemnified Person) incurred without negligence or bad faith
on its part, arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder, including the costs and
expenses (including reasonable legal fees and expenses) of defending itself
against or investigating any claim or liability in connection with the
exercise or performance of any of its powers or duties hereunder. The
obligation to indemnify as set forth in this Section 10.4(b) shall survive
the satisfaction and discharge of this Declaration or the earlier resignation
or removal of such Fiduciary Indemnified Person.


                                       51


SECTION 10.5     OUTSIDE BUSINESSES.

         Any Covered Person, the Sponsor, the Delaware Trustee and the
Property Trustee (subject to Section 5.3(c)) may engage in or possess an
interest in other business ventures of any nature or description,
independently or with others, similar or dissimilar to the business of the
Trust, and the Trust and the Holders of Securities shall have no rights by
virtue of this Declaration in and to such independent ventures or the income
or profits derived therefrom, and the pursuit of any such venture, even if
competitive with the business of the Trust, shall not be deemed wrongful or
improper. No Covered Person, the Sponsor, the Delaware Trustee or the
Property Trustee shall be obligated to present any particular investment or
other opportunity to the Trust even if such opportunity is of a character
that, if presented to the Trust, could be taken by the Trust, and any Covered
Person, the Sponsor, the Delaware Trustee and the Property Trustee shall have
the right to take for its own account (individually or as a partner or
fiduciary) or to recommend to others any such particular investment or other
opportunity. Any Covered Person, the Delaware Trustee and the Property
Trustee may engage or be interested in any financial or other transaction
with the Sponsor or any Affiliate of the Sponsor, or may act as depositary
for, trustee or agent for, or act on any committee or body of holders of,
securities or other obligations of the Sponsor or its Affiliates.

         The Sponsor agrees:


         (1) to pay to the Trustees from time to time such compensation as the
Sponsor and the Trustees and Delaware Trustee shall from time to time agree in
writing for all services rendered by them hereunder (which compensation shall
not be limited by any provision of law in regard to the compensation of a
trustee of an express trust);

         (2) to reimburse the Trustees upon request for all reasonable expenses,
disbursements and advances incurred or made by the Trustees in accordance with
any provision of this Declaration (including the compensation and the expenses
and disbursements of agents and counsel), except any such expense, disbursement
or advance as may be attributable to its negligence or bad faith.

         The provisions of this Section shall survive the termination of this
Declaration, the dissolution of the Trust and the resignation or removal of the
Trustees.


                                       52


                                   ARTICLE XI
                                   ACCOUNTING

SECTION 11.1     FISCAL YEAR.

         The fiscal year ("Fiscal Year") of the Trust shall be the calendar
year, or such other year as is required by the Code.

SECTION 11.2     CERTAIN ACCOUNTING MATTERS.

         (a) At all times during the existence of the Trust, the Trust shall
keep, or cause to be kept, full books of account, records and supporting
documents, which shall reflect in reasonable detail, each transaction of the
Trust. The books of account shall be maintained on the accrual method of
accounting, in accordance with generally accepted accounting principles,
consistently applied. The Trust shall use the accrual method of accounting for
United States federal income tax purposes. The books of account and the records
of the Trust shall be examined by and reported upon as of the end of each Fiscal
Year of the Trust by a firm of independent certified public accountants selected
by the Administrative Trustees.

         (b) The Trust shall cause to be duly prepared and delivered to each of
the Holders of Securities, any annual United States federal income tax
information statement required by the Code, containing such information with
regard to the Securities held by each Holder as is required by the Code and the
Treasury Regulations. Notwithstanding any right under the Code to deliver any
such statement at a later date, the Administrative Trustee(s) on behalf of the
Trust shall endeavor to deliver all such statements within 30 days after the end
of each Fiscal Year of the Trust.

         (c) The Administrative Trustees on behalf of the Trust shall cause to
be duly prepared and filed with the appropriate taxing authority an annual
United States federal income tax return, on a Form 1041 or such other form
required by United States federal income tax law, and any other annual income
tax returns required to be filed by the Trust with any state or local taxing
authority.

SECTION 11.3     BANKING.

         The Trust shall maintain one or more bank accounts in the name and for
the sole benefit of the Trust; provided however, that all payments of funds in
respect of the Debentures held by the Property Trustee shall be made directly to
the Property


                                       53


Trustee Account and no other funds of the Trust shall be deposited in the
Property Trustee Account. The sole signatories for such accounts shall be
designated by the Administrative Trustees; provided, however, that the
Property Trustee shall designate the signatories for the Property Trustee
Account.

SECTION 11.4     WITHHOLDING.

         The Administrative Trustees on behalf of the Trust shall comply with
all withholding requirements under United States federal, state and local law.
The Trust shall request, and the Holders shall provide to the Trust, such forms
or certificates as are necessary to establish an exemption from withholding with
respect to each Holder, and any representations and forms as shall reasonably be
requested by the Trust to assist it in determining the extent of, and in
fulfilling, its withholding obligations. The Administrative Trustees on behalf
of the Trust shall file required forms with applicable jurisdictions and, unless
an exemption from withholding is properly established by a Holder, shall remit
amounts withheld with respect to the Holder to applicable jurisdictions. To the
extent that the Trust is required to withhold and pay over any amounts to any
authority with respect to distributions or allocations to any Holder, the amount
withheld shall be deemed to be a distribution in the amount of the withholding
to the Holder. In the event of any claimed over withholding, Holders shall be
limited to an action against the applicable jurisdiction. If the amount required
to be withheld was not withheld from actual Distributions made, the Trust may
reduce subsequent Distributions by the amount of such withholding.

                                   ARTICLE XII
                             AMENDMENTS AND MEETINGS

SECTION 12.1     AMENDMENTS.

         (a) Except as otherwise provided in this Declaration or by any
applicable terms of the Securities, this Declaration may only be amended by a
written instrument approved and executed by the Administrative Trustees (or, if
there are more than two Administrative Trustees, a majority of the
Administrative Trustees); and

                  (i)  if the amendment affects the rights, powers, duties,
         obligations or immunities of the Property Trustee, also by the Property
         Trustee; and


                                       54


                  (ii) if the amendment affects the rights, powers, duties,
         obligations or immunities of the Delaware Trustee, also by the Delaware
         Trustee;

         (b)      no amendment shall be made:

                  (i)  unless, in the case of any proposed amendment, the
         Property Trustee shall have first received;

                           (A) an Officer's Certificate from each of the Trust
                  and the Sponsor that such amendment is permitted by, and
                  conforms to, the terms of this Declaration (including the
                  terms of the Securities); and

                           (B) an opinion of counsel (who may be counsel to the
                  Sponsor or the Trust) that such amendment is permitted by, and
                  conforms to, the terms of this Declaration (including the
                  terms of the Securities); and

                  (ii) to the extent the result of such amendment would be to:

                           (A) cause the Trust to fail to continue to be
                  classified for purposes of United States federal income
                  taxation as a grantor trust;

                           (B) reduce or otherwise adversely affect the powers
                  of the Property Trustee in contravention of the Trust
                  Indenture Act; or

                           (C) cause the Trust to be deemed to be an Investment
                  Company required to be registered under the Investment Company
                  Act;

         (c) at such time after the Trust has issued any Securities that remain
outstanding, any amendment that would materially and adversely affect the
rights, privileges or preferences of any Holder of Securities may be effected
only with such additional requirements as may be set forth in the terms of such
Securities;

         (d) Section 9.1(c) and this Section 12.1 shall not be amended without
the consent of all of the Holders of the Securities;

         (e) Article IV shall not be amended without the consent of the Holders
of a Majority in liquidation amount of the Common Securities;


                                       55


         (f) the rights of the holders of the Common Securities under Article V
to increase or decrease the number of, and appoint and remove Trustees shall not
be amended without the consent of the Holders of a Majority in liquidation
amount of the Common Securities; and

         (g) notwithstanding Section 12.1(c), this Declaration may be amended
without the consent of the Holders of the Securities to:

                  (i)   cure any ambiguity;

                  (ii)  correct or supplement any provision in this Declaration
         that may be defective or inconsistent with any other provision of this
         Declaration;

                  (iii) add to the covenants, restrictions or obligations of the
         Sponsor;

                  (iv)  to conform to any change in the Investment Company Act
         or the rules and regulations promulgated thereunder or any written
         change in interpretation or application of such act or such rules or
         regulations by any legislative body, court, government agency or
         regulatory authority which amendment does not have a material adverse
         effect on the right, preferences or privileges of the Holders;

                  (v)   to modify, eliminate and add to any provision of the
         Declaration to such extent as may be necessary; and

                  (vi)  cause the Trust to continue to be classified for United
         States federal income tax purposes as a grantor trust.

SECTION 12.2     MEETINGS OF THE HOLDERS OF SECURITIES; ACTION
                 BY WRITTEN CONSENT.

         (a) Meetings of the Holders of any class of Securities may be called at
any time by the Administrative Trustees (or as provided in the terms of the
Securities) to consider and act on any matter on which Holders of such class of
Securities are entitled to act under the terms of this Declaration, the terms of
the Securities or the rules of any stock exchange on which the Preferred
Securities are listed or admitted for trading. The Administrative Trustees shall
call a meeting of the Holders of such class if directed to do so by the Holders
of at least 10% in liquidation amount of such class of Securities. Such
direction shall be given by delivering to the


                                       56




Administrative Trustees one or more requests to call a meeting in writing
stating that the signing Holders of Securities wish to call a meeting and
indicating the general or specific purpose for which the meeting is to be
called. Any Holders of Securities calling a meeting shall specify in writing
the Certificates held by the Holders of Securities exercising the right to
call a meeting and only those Securities specified shall be counted for
purposes of determining whether the required percentage set forth in the
second sentence of this paragraph has been met.

         (b) Except to the extent otherwise provided in the terms of the
Securities, the following provisions shall apply to meetings of Holders of
Securities:

                  (i) notice of any such meeting shall be given to all the
         Holders of Securities having a right to vote thereat at least 7 days
         and not more than 60 days before the date of such meeting. Whenever a
         vote, consent or approval of the Holders of Securities is permitted or
         required under this Declaration, the terms of the Securities or the
         rules of any stock exchange on which the Preferred Securities are
         listed or admitted for trading, such vote, consent or approval may be
         given at a meeting of the Holders of Securities. Any action that may be
         taken at a meeting of the Holders of Securities may be taken without a
         meeting and without prior notice if a consent in writing setting forth
         the action so taken is signed by the Holders of Securities owning not
         less than the minimum amount of Securities in liquidation amount that
         would be necessary to authorize or take such action at a meeting at
         which all Holders of Securities having a right to vote thereon were
         present and voting. Prompt notice of the taking of action without a
         meeting shall be given to the Holders of Securities entitled to vote
         who have not consented in writing. The Administrative Trustees may
         specify that any written ballot submitted to the Security Holder for
         the purpose of taking any action without a meeting shall be returned to
         the Trust within the time specified by the Administrative Trustees;

                  (ii) each Holder of a Security may authorize any Person to act
         for it by proxy on all matters in which a Holder of Securities is
         entitled to participate, including waiving notice of any meeting, or
         voting or participating at a meeting. No proxy shall be valid after the
         expiration of 11 months from the date thereof unless otherwise provided
         in the proxy. Every proxy shall be revocable at the pleasure of the
         Holder of Securities executing it. Except as otherwise provided herein,
         all matters relating to the giving, voting or validity of proxies shall
         be governed by the General Corporation Law of the State of Delaware
         relating to proxies, and judicial interpretations


                                       57


         thereunder, as if the Trust were a Delaware corporation and the
         Holders of the Securities were stockholders of a Delaware corporation;

                  (iii) each meeting of the Holders of the Securities shall be
         conducted by the Administrative Trustees or by such other Person that
         the Administrative Trustees may designate; and

                  (iv) unless the Business Trust Act, this Declaration, the
         terms of the Securities, the Trust Indenture Act or the listing rules
         of any stock exchange on which the Preferred Securities are then listed
         or traded otherwise provides, the Administrative Trustees, in their
         sole discretion, shall establish all other provisions relating to
         meetings of Holders of Securities, including notice of the time, place
         or purpose of any meeting at which any matter is to be voted on by any
         Holders of Securities, waiver of any such notice, action by consent
         without a meeting, the establishment of a record date, quorum
         requirements, voting in person or by proxy or any other matter with
         respect to the exercise of any such right to vote.

                                     ARTICLE XIII
                               REPRESENTATIONS OF PROPERTY
                              TRUSTEE AND DELAWARE TRUSTEE

SECTION 13.1     REPRESENTATIONS AND WARRANTIES OF PROPERTY
                 TRUSTEE.

         The Trustee that acts as initial Property Trustee represents and
warrants to the Trust and to the Sponsor at the date of this Declaration, and
each Successor Property Trustee represents and warrants to the Trust and the
Sponsor at the time of the Successor Property Trustee's acceptance of its
appointment as Property Trustee, that:

         (a) the Property Trustee is a banking corporation, a national
banking association or a bank with trust powers, duly organized, validly
existing and in good standing under the laws of the United States of America
or any State of the United States, with trust power and authority to execute
and deliver, and to carry out and perform its obligations under the terms of,
the Declaration;

         (b) the Property Trustee satisfies the requirements set forth in
Section 5.3(a);


                                       58


         (c) the execution, delivery and performance by the Property Trustee
of the Declaration has been duly authorized by all necessary corporate action
on the part of the Property Trustee. The Declaration has been duly executed
and delivered by the Property Trustee, and it constitutes a legal, valid and
binding obligation of the Property Trustee, enforceable against it in
accordance with its terms, subject to applicable bankruptcy, reorganization,
moratorium, insolvency, and other similar laws affecting creditors' rights
generally and to general principles of equity and the discretion of the court
(regardless of whether the enforcement of such remedies is considered in a
proceeding in equity or at law);

         (d) the execution, delivery and performance of the Declaration by
the Property Trustee does not conflict with or constitute a breach of the
Articles of Organization or By- laws of the Property Trustee; and

         (e) no consent, approval or authorization of, or registration with
or notice to, any New York State or Federal banking authority is required for
the execution, delivery or performance by the Property Trustee, of the
Declaration.

SECTION 13.2     REPRESENTATIONS AND WARRANTIES OF DELAWARE
                 TRUSTEE.

         The Trustee that acts as initial Delaware Trustee represents and
warrants to the Trust and to the Sponsor at the date of this Declaration, and
each Successor Delaware Trustee represents and warrants to the Trust and the
Sponsor at the time of the Successor Delaware Trustee's acceptance of its
appointment as Delaware Trustee, that:

         (a) the Delaware Trustee is a banking corporation or national
banking association, duly organized, validly existing and in good standing
under the laws of the State of Delaware or the United States, as the case may
be, with power and authority to execute and deliver, and to carry out and
perform its obligations under the terms of, the Declaration;

         (b) the execution, delivery and performance by the Delaware Trustee
of the Declaration has been duly authorized by all necessary corporate action
on the part of the Delaware Trustee. The Declaration has been duly executed
and delivered by the Delaware Trustee, and it constitutes a legal, valid and
binding obligation of the Delaware Trustee, enforceable against it in
accordance with its terms, subject to applicable bankruptcy, reorganization,
moratorium, insolvency, and other similar laws affecting creditors' rights
generally and to general principles of equity and the


                                       59


discretion of the court (regardless of whether the enforcement of such
remedies is considered in a proceeding in equity or at law);

         (c) no consent, approval or authorization of, or registration with
or notice to, any State of Delaware or Federal banking authority is required
for the execution, delivery or performance by the Delaware Trustee of the
Declaration;

         (d) the execution, delivery and performance of the Declaration by
the Delaware Trustee does not conflict with or constitute a breach of the
Articles of Organization or By-laws of the Delaware Trustee; and

         (e) the Delaware Trustee is a natural person who is a resident of
the State of Delaware or, if not a natural person, an entity which has its
principal place of business in the State of Delaware.

                                   ARTICLE XIV
                                  MISCELLANEOUS

SECTION 14.1     NOTICES.

         All notices provided for in this Declaration shall be in writing,
duly signed by the party giving such notice, and shall be delivered by first
class mail, telecopied or sent by overnight courier as follows:

         (a) if given to the Trust, for purposes of the Delaware Business
Trust Act in care of the Delaware Trustee at the Trust's mailing address set
forth below (or such other address as the Trust may give notice of to the
Holders of the Securities):


                  CCCISG Capital Trust
                  c/o CCC Information Services Group Inc.
                  World Trade Center Chicago
                  444 Merchandise Mart
                  Chicago, Illinois 60654
                  Attn:    Reid E. Simpson

                  with a copy to:

                  CCC Information Services Group Inc.
                  World Trade Center Chicago
                  444 Merchandise Mart


                                       60


                  Chicago, Illinois 60654
                  Attn:    Reid E. Simpson

         (b) if given to the Delaware Trustee, at the mailing address set forth
below (or such other address as Delaware Trustee may give notice of to the
Holders of the Securities):

                  [                 ]



                  Attention:

                  with a copy to:

                  [                 ]





                  Telephone:   (   )
                  Facsimile:   (   )

         (c) if given to the Property Trustee, at its Corporate Trust Office to
the attention of Corporate Trust Administration (or such other address as the
Property Trustee may give notice of to the Holders of the Securities):

                  [                 ]




         (d) if given to the Holder of the Common Securities, at the mailing
address of the Sponsor set forth below (or such other address as the Holder of
the Common Securities may give notice to the Trust):

                  CCC Information Services Group Inc.
                  World Trade Center Chicago
                  444 Merchandise Mart
                  Chicago, Illinois 60654


                                      61


                  Attn:    Reid E. Simpson

         (e) if given to any other Holder, at the address set forth on the books
and records of the Trust.

         All such notices shall be deemed to have been given when received in
person, or mailed by first class mail, postage prepaid except that if a
notice or other document is refused delivery or cannot be delivered because
of a changed address of which no notice was given, such notice or other
document shall be deemed to have been delivered on the date of such refusal
or inability to deliver.

SECTION 14.2     GOVERNING LAW.

         This Declaration and the rights of the parties hereunder shall be
governed by and interpreted in accordance with the laws of the State of
Delaware and all rights and remedies shall be governed by such laws without
regard to principles of conflict of laws.

SECTION 14.3     INTENTION OF THE PARTIES.

         It is the intention of the parties hereto that the Trust be
classified for United States federal income tax purposes as a grantor trust.
The provisions of this Declaration shall be interpreted to further this
intention of the parties.

SECTION 14.4     HEADINGS.

         Headings contained in this Declaration are inserted for convenience
of reference only and do not affect the interpretation of this Declaration or
any provision hereof.

SECTION 14.5     SUCCESSORS AND ASSIGNS.

         Whenever in this Declaration any of the parties hereto is named or
referred to, the successors and assigns of such party shall be deemed to be
included, and all covenants and agreements in this Declaration by the Sponsor
and the Trustees shall bind and inure to the benefit of their respective
successors and assigns, whether or not so expressed.


                                       62


SECTION 14.6     PARTIAL ENFORCEABILITY.

         If any provision of this Declaration, or the application of such
provision to any Person or circumstance, shall be held invalid, the remainder
of this Declaration, or the application of such provision to persons or
circumstances other than those to which it is held invalid, shall not be
affected thereby.

SECTION 14.7     COUNTERPARTS.

         This Declaration may contain more than one counterpart of the
signature page and this Declaration may be executed by the affixing of the
signature of each of the Trustees to one of such counterpart signature pages.
All of such counterpart signature pages shall be read as though one, and they
shall have the same force and effect as though all of the signers had signed
a single signature page.

SECTION 14.8     CUSIP NUMBERS.

         The Trust in issuing the Securities may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustees shall use "CUSIP" numbers in
notices of redemption as a convenience to Holders; PROVIDED that any such
notice may state that no representation is made as to the correctness of such
numbers either as printed on the Securities or as contained in any notice of
a redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be
affected by any defect in or omission of such numbers. The Administrative
Trustees will promptly notify the Property Trustee of any change in the
"CUSIP" numbers.



                                       63






         IN WITNESS WHEREOF, the undersigned has caused these presents to be
executed as of the day and year first above written.

                                        --------------------------------------
                                        By: [             ], as Administrative
                                        Trustee of the Trust

                                        --------------------------------------
                                        By: [             ], as Administrative
                                        Trustee of the Trust


                                        --------------------------------------
                                        By: [             ], as Administrative
                                        Trustee of the Trust

                                        [                 ],
                                        as Delaware Trustee


                                        By:
                                           -----------------------------------
                                              Name:
                                              Title:

                                        [                 ],
                                        as Property Trustee


                                        By:
                                           -----------------------------------
                                              Name:
                                              Title:

                                        CCC INFORMATION SERVICES
                                        GROUP INC.
                                        as Sponsor

                                        By:
                                           -----------------------------------
                                              Name:
                                              Title:


                                       64





                                                                         ANNEX I

                             TERMS AND CONDITIONS OF
                          ___% PREFERRED SECURITIES
                            ___% COMMON SECURITIES



         Pursuant to Section 7.1 of the Amended and Restated Declaration of
Trust, dated as of ___________, 200_ (as amended from time to time, the
"Declaration"), the designation, rights, privileges, restrictions,
preferences and other terms and provisions of the Preferred Securities and
the Common Securities are set out below (each capitalized term used but not
defined herein has the meaning set forth in the Declaration or, if not
defined in the Declaration, as defined in the Prospectus referred to below):

(1)      Designation and Number.

         (a) Preferred Securities. _____________ Preferred Securities of the
Trust, with an aggregate liquidation amount with respect to the assets of the
Trust of ____________ dollars ($_________) and a liquidation amount with
respect to the assets of the Trust of $_____ per Preferred Security, are
hereby designated for the purposes of identification only as "___% Preferred
Securities" (the "Preferred Securities"). The Preferred Security Certificates
evidencing the Preferred Securities shall be substantially in the form of
Exhibit A-1 to the Declaration, with such changes and additions thereto or
deletions therefrom as may be required by applicable law or the rules of any
stock exchange on which the Preferred Securities are listed or to conform to
ordinary usage, custom or practice.

         (b) Common Securities. ___________ Common Securities of the Trust,
with an aggregate liquidation amount with respect to the assets of the Trust
of __________ dollars ($_______) and a liquidation amount with respect to the
assets of the Trust of $ per Common Security, are hereby designated for the
purposes of identification only as "___% Common Securities" (the "Common
Securities"). The Common Security Certificates evidencing the Common
Securities shall be substantially in the form of Exhibit A-2 to the
Declaration, with such changes and additions thereto or deletions therefrom
as may be required by applicable law or to conform to ordinary usage, custom
or practice.


                                         I-1




(2)      Distributions.

         (a) Distributions payable on each Security will be fixed initially
at a rate per annum of % (the "Coupon Rate") of the stated liquidation amount
of $___ per Security, such rate being the rate of interest payable on the
Debentures to be held by the Property Trustee. Distributions in arrears will
bear interest thereon compounded quarterly at the Coupon Rate (to the extent
permitted by applicable law). The term "Distributions" as used herein
includes such cash distributions, any such interest payable
[and any additional Distributions accrued during a Deferral Period (as defined
below)] unless otherwise stated. A Distribution is payable only to the extent
that  payments are made in respect of the Debentures held by the Property
Trustee and to the extent the Property Trustee has received funds therefor. The
amount of Distributions payable for any period will be computed for any full
quarterly Distribution period on the basis of a 360-day year consisting of
twelve 30-day months, and for any period shorter than a full quarterly
Distribution period for which Distributions are computed, Distributions will
be computed on the basis of the actual number of days elapsed in such 90-day
quarter based on 30-day months. The Sponsor has the right under the Indenture
to defer payments of interest by extending the interest payment period from
time to time on the Debentures for the maximum consecutive period, if any,
specified for such series of Debentures, (each period a "Deferral Period"),
provided that such Deferral Period (or any extension thereof) may not extend
beyond the Stated Maturity Date or Redemption Date (as such terms are defined
in the Indenture) of any Debenture of such series, and must end on an
Interest Payment Date (as such term is defined in the Indenture) or, if the
Debentures are redeemed, on an Interest Payment Date or the Redemption Date
for such Debentures, and provided further that at the end of each Deferral
Period the Sponsor shall pay all interest then accrued and unpaid (together
with interest thereon to the extent permitted by applicable law at the rate
accruing on such Debentures). As a consequence of such deferral,
Distributions will also be deferred. Despite such deferral, quarterly
Distributions will continue to accrue with additional Distributions thereon
(to the extent permitted by applicable law) at the Coupon Rate, compounded
quarterly during any such Deferral Period. Prior to the termination of any
such Deferral Period, the Sponsor may further extend such Deferral Period;
provided that such Deferral Period together with all such previous and
further deferrals thereof may not extend beyond the maturity of the
Debentures under the Indenture. Payments of deferred and additional
Distributions will be payable on an Interest Payment Date (as defined in the
Indenture) elected by the Sponsor to Holders as they appear on the books and
records of the Trust on the record date fixed for such Interest Payment Date.
Upon the termination of any Deferral Period and the payment of all amounts


                                       I-2


then due, the Sponsor may commence a new Deferral Period, subject to the
above requirements.

        (b) Distributions on the Securities will be cumulative, will accrue
from ____________, 200_, and will be payable (subject to Section 2(a))
quarterly in arrears, on ___________, ____________ and ___________ of each
year, commencing on __________, 200_, except as otherwise described below.

        (c) Distributions on the Securities will be payable to the Holders
thereof as they appear on the books and records of the Trust at the close of
business on the Business Day immediately preceding each of the relevant
payment dates on the Securities. Subject to any applicable laws and
regulations and the provisions of the Declaration, each such payment in
respect of the Preferred Securities will be made as described under the
heading "Description of the Preferred Securities--Book-Entry Only Issuance"
in the Prospectus Supplement dated ____________, 200_, to the Prospectus
dated ___________, 200_ (together, the "Prospectus") of the Trust relating to
the Registration Statement on Form S-3 (file no. 333-_______) of the Sponsor
and the Trust. The relevant record dates for the Common Securities, shall be
the same record date as for the Preferred Securities. If the Preferred
Securities shall not continue to remain in book-entry only form or are not in
book-entry only form at issuance, the relevant record dates for the Preferred
Securities shall conform to the rules of any securities exchange on which the
Preferred Securities are listed and, if none, as shall be selected by the
Administrative Trustees, which dates shall be at least more than one, but
less than 60, Business Days before the relevant payment dates, which payment
dates correspond to the interest payment dates on the Debentures.
Distributions payable on any Securities that are not punctually paid on any
Distribution payment date, as a result of the Debenture Issuer having failed
to make a payment under the Debentures, will cease to be payable to the
Person in whose name such Securities are registered on the relevant record
date, and such defaulted Distribution will instead be payable to the Person
in whose name such Securities are registered on the special record date or
other specified date determined in accordance with the Indenture. If any date
on which Distributions are payable on the Securities is not a Business Day,
then payment of the Distribution payable on such date will be made on the
next succeeding day that is a Business Day (and without any interest or other
payment in respect of any such delay) except that, if such Business Day is in
the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same force and
effect as if made on such date.

                                       I-3




        (d) In the event that there is any money or other property held by or
for the Trust that is not accounted for hereunder, such property shall be
distributed Pro Rata (as defined herein) among the Holders of the Securities.

(3)     Liquidation Distribution Upon Dissolution.

        In the event of any voluntary or involuntary dissolution of the
Trust, the Holders of the Securities on the date of the dissolution will be
entitled to receive out of the assets of the Trust, after satisfaction
(whether by payment or reasonable provision for payment) of liabilities to
creditors of the Trust, an amount equal to the aggregate of the stated
liquidation amount of $_____ per Security plus accrued and unpaid
Distributions thereon to the date of payment, unless in connection with such
dissolution, Debentures in an aggregate stated principal amount equal to the
aggregate stated liquidation amount of such Securities, with an interest rate
equal to the Coupon Rate of, and bearing accrued and unpaid interest in an
amount equal to the accrued and unpaid Distributions on, such Securities
shall be distributed on a Pro Rata basis to the Holders of the Securities in
exchange for such Securities (either of the foregoing being a "Liquidation
Distribution").

        If, upon any such dissolution, the Liquidation Distribution can be
paid only in part because the Trust has insufficient assets available to pay
in full the aggregate Liquidation Distribution, then the amounts payable
directly by the Trust on the Securities shall be paid on a Pro Rata basis.

(4)     Voting Rights - Preferred Securities.

        (a) Except as provided under Sections 4(b) and 6 and as otherwise
required by law and the Declaration, the Holders of the Preferred Securities
will have no voting rights.

        (b) Subject to the requirements set forth in this paragraph, the
Holders of a Majority in liquidation amount of the Preferred Securities,
voting separately as a class may direct the time, method, and place of
conducting any proceeding for any remedy available to the Property Trustee,
or the exercise of any trust or power conferred upon the Property Trustee
under the Declaration, including (i) directing the time, method and place of
conducting any proceeding for any remedy available to the Debenture Trustee,
or exercising any trust or power conferred on the Debenture Trustee with
respect to the Debentures, (ii) waiving any past default and its consequences
that is waivable under the Indenture, (iii) exercising any right to rescind
or annul a declaration that the principal of all the Debentures shall be due
and


                                       I-4


payable, or (iv) consenting to any amendment, modification or termination of
the Indenture or the Debentures where such consent shall be required,
provided, however, that, where a consent or action under the Indenture
specifically would require the consent or act of the Holders of greater than
a majority of the holders in principal amount of Debentures affected thereby
(a "Super Majority"), the Property Trustee may only give such consent or take
such action at the written direction of the Holders of at least the
proportion in liquidation amount of the Preferred Securities which the
relevant Super Majority represents of the aggregate principal amount of the
Debentures outstanding. The Property Trustee shall not revoke any action
previously authorized or approved by a vote of the Holders of the Preferred
Securities. Other than with respect to directing the time, method and place
of conducting any remedy available to the Property Trustee or the Debenture
Trustee as set forth above, the Property Trustee shall not take any action in
accordance with the directions of the Holders of the Preferred Securities
under this paragraph unless the Property Trustee has obtained an opinion of
tax counsel to the effect that for the purposes of United States federal
income tax the Trust will not be classified as other than a grantor trust on
account of such action. If the Property Trustee fails to enforce its rights
under the Debentures after a Holder of Preferred Securities has made a
written request, such Holder of Preferred Securities may, to the fullest
extent permitted by applicable law, institute a legal proceeding directly
against the Debenture Issuer to enforce the Property Trustee's rights under
the Debentures without first instituting a legal proceeding against the
Property Trustee or any other Person. Notwithstanding the foregoing, if an
Event of Default has occurred and is continuing and such event is
attributable to the failure of the Debenture Issuer to pay interest or
principal on the Debentures on the date such interest or principal is
otherwise payable, then a Holder of Preferred Securities may directly
institute a proceeding for enforcement of payment to such Holder of the
principal of or interest on the Debentures having a principal amount equal to
the aggregate liquidation amount of the Preferred Securities of such Holder
on or after the respective due date specified in the Debentures. Except as
provided in the preceding sentence, the Holders of Preferred Securities shall
not exercise directly any other remedy available to the holders of the
Debentures.

        Any approval or direction of Holders of Preferred Securities may be
given at a separate meeting of Holders of Preferred Securities convened for
such purpose, at a meeting of all of the Holders of Securities in the Trust
or pursuant to written consent. The Administrative Trustees will cause a
notice of any meeting at which Holders of Preferred Securities are entitled
to vote to be mailed to each Holder of record of Preferred Securities. Each
such notice will include a statement setting forth (i) the date of such
meeting, (ii) a description of any resolution proposed for adoption at


                                       I-5


such meeting on which such Holders are entitled to vote and (iii)
instructions for the delivery of proxies.

        No vote or consent of the Holders of the Preferred Securities will be
required for the Trust to repay and cancel Preferred Securities or to
distribute the Debentures in accordance with the Declaration and the terms of
the Securities. Notwithstanding that Holders of Preferred Securities are
entitled to vote or consent under any of the circumstances described above,
any of the Preferred Securities that are owned by the Sponsor or any
Affiliate of the Sponsor shall not be entitled to vote or consent and shall,
for purposes of such vote or consent, be treated as if they were not
outstanding.

(5)     Voting Rights - Common Securities.

        (a) Except as provided under Sections 5(b), 5(c) and 6 and as
otherwise required by law and the Declaration, the Holders of the Common
Securities will have no voting rights.

        (b) The Holders of the Common Securities are entitled, in accordance
with Article V of the Declaration, to vote to appoint, remove or replace any
Trustee or to increase or decrease the number of Trustees.

        (c) Subject to Section 2.6 of the Declaration and only after any
Event of Default with respect to the Preferred Securities has been cured,
waived or otherwise eliminated, the Property Trustee shall not (i) direct the
time, method, and place of conducting any proceeding for any remedy available
to the Debenture Trustee, or exercising any trust or power conferred on the
Debenture Trustee with respect to the Debentures, (ii) waive any past default
and its consequences that is waivable under the Indenture, or (iii) exercise
any right to rescind or annul a declaration that the principal of all the
Debentures shall be due and payable, without in each case, obtaining the
prior approval of the Holders of a Majority in liquidation amount of Common
Securities, provided that, where a consent under the Indenture specifically
would require the consent of the Holders of a Super Majority, the Property
Trustee may only give such consent at the written direction of the Holders of
at least the proportion in liquidation amount of the Common Securities which
the relevant Super Majority represents of the aggregate principal amount of
the Debentures outstanding. Pursuant to this Section 5(c), the Property
Trustee shall not revoke any action previously authorized or approved by a
vote of the Holders of the Preferred Securities. The Property Trustee shall
not take any of the foregoing actions under this paragraph unless the
Property Trustee has obtained an opinion of tax counsel to


                                     I-6


the effect that for the purposes of United States federal income tax the
Trust will not be classified as other than a grantor trust on account of such
action. If the Property Trustee fails to enforce its rights under the
Declaration, any Holder of Common Securities may, to the fullest extent
permitted by law, institute a legal proceeding directly against any Person to
enforce the Property Trustee's rights under the Declaration, without first
instituting a legal proceeding against the Property Trustee or any other
Person.

        Any approval or direction of Holders of Common Securities may be
given at a separate meeting of Holders of Common Securities convened for such
purpose, at a meeting of all of the Holders of Securities in the Trust or
pursuant to written consent. The Administrative Trustees will cause a notice
of any meeting at which Holders of Common Securities are entitled to vote to
be mailed to each Holder of record of Common Securities. Each such notice
will include a statement setting forth (i) the date of such meeting, (ii) a
description of any resolution proposed for adoption at such meeting on which
such Holders are entitled to vote and (iii) instructions for the delivery of
proxies.

        No vote or consent of the Holders of the Common Securities will be
required for the Trust to redeem and cancel Common Securities or to
distribute the Debentures in accordance with the Declaration and the terms of
the Securities.

(6)     Amendments to Declaration and Indenture.

        (a) In addition to any requirements under Section 12.1 of the
Declaration, if any proposed amendment to the Declaration provides for, or
the Administrative Trustees otherwise propose to effect, (i) any action that
would materially adversely affect the powers, preferences or special rights
of the Securities, whether by way of amendment to the Declaration or
otherwise, or (ii) the dissolution of the Trust, other than as described in
Section 8.1 of the Declaration, then the Holders of outstanding Securities as
a class will be entitled to vote on such amendment or proposal (but not on
any other amendment or proposal) and such amendment or proposal shall not be
effective except with the approval of the Holders of at least a Majority in
liquidation amount of the Securities, voting together as a single class;
provided, however, if any amendment or proposal referred to in clause (i)
above would adversely affect only the Preferred Securities or only the Common
Securities, then only the affected class will be entitled to vote on such
amendment or proposal and such amendment or proposal shall not be effective
except with the approval of a Majority in liquidation amount of such class of
Securities.



                                       I-7


        (b) In the event the consent of the Property Trustee as the holder of
the Debentures is required under the Indenture with respect to any amendment,
modification or termination on the Indenture or the Debentures, the Property
Trustee shall request the written direction of the Holders of the Securities
with respect to such amendment, modification or termination and shall vote
with respect to such amendment, modification or termination as directed by a
Majority in liquidation amount of the Securities voting together as a single
class; provided, however, that where a consent under the Indenture
specifically would require a Super Majority, the Property Trustee may only
give such consent at the direction of the Holders of at least the proportion
in liquidation amount of the Securities which the relevant Super Majority
represents of the aggregate principal amount of the Debentures outstanding;
provided, further, that the Property Trustee shall not take any action in
accordance with the directions of the Holders of the Securities under Section
6(a) or this Section 6(b) unless (i) the Property Trustee has obtained an
opinion of tax counsel to the effect that for the purposes of United States
federal income tax the Trust will not be classified as other than a grantor
trust on account of such action or (ii) such action would not reduce or
otherwise adversely affect the powers of the Property Trustee or cause the
Trust to be deemed an "investment company" which is required to be registered
under the Investment Company Act.

(7)     Redemption and Distribution.

            (a) Upon the repayment of the Debentures in whole or in part,
whether at Maturity Date or upon redemption (either at the option of the
Debenture Issuer or pursuant to a Special Event as described below), the
proceeds from such repayment or payment shall be simultaneously applied to
redeem Securities having an aggregate liquidation amount equal to the
aggregate principal amount of the Debentures so repaid or redeemed at a
redemption price of $__ per Security plus an amount equal to accrued and
unpaid Distributions thereon at the date of the redemption, payable in cash
(the "Redemption Price"). Holders shall be given not less than 30 nor more
than 60 days' notice of such redemption. Prior to any such redemption, the
Debenture Issuer will obtain any required regulatory approval.

            (b) Subject to obtaining any required regulatory approval, if, at
any time, a Tax Event or an Investment Company Event (each as defined below,
and each a "Special Event") shall occur and be continuing, the Debenture
Issuer shall have the right, upon not less than 30 nor more than 60 days'
notice, to redeem the Debentures, in whole or in part, for cash within 90
days following the occurrence of such Special Event, and, following such
redemption, Securities with an aggregate liquidation amount equal to the
aggregate principal amount of the Debentures so redeemed shall


                                       I-8


be redeemed by the Trust at the Redemption Price on a Pro Rata basis;
provided, however, that if at the time there is available to the Debenture
Issuer or the Trust the opportunity to eliminate, within such 90- day period,
the Special Event by taking some ministerial action, such as filing a form or
making an election or pursuing some other similar reasonable measure that
will have no adverse effect on the Trust, the Debenture Issuer or the holders
of the Securities, then the Debenture Issuer or the Trust will pursue such
measure in lieu of redemption.

            "Tax Event" means that the Administrative Trustees shall have
received an opinion of a nationally recognized independent tax counsel
experienced in such matters (a "Tax Event Opinion") to the effect that, as a
result of (a) any amendment to, or change (including any announced prospective
change) in, the laws (or any regulations thereunder) of the United States or any
political subdivision or taxing authority thereof or therein or (b) any
amendment to, or change in, an interpretation or application of such laws or
regulations by any legislative body, court, governmental agency or regulatory
authority (including the enactment of any legislation and the publication of any
judicial decision or regulatory determination on or after the date of the
relevant supplement to the Prospectus), in either case after the date of the
relevant supplement to the Prospectus, there is more than an insubstantial risk
that (i) the Trust would be subject to United States federal income tax with
respect to interest accrued or received on the Debentures, (ii) the Trust would
be subject to more than a de minimis amount of other taxes, duties or other
governmental charges, or (iii) interest payable to the Trust on the Debentures
would not be deductible, in whole or in part, by the Debenture Issuer for United
States federal income tax purposes.

            "Investment Company Event" means that the Administrative Trustees
shall have received an opinion of a nationally recognized independent counsel
experienced in practice under the Investment Company Act (an "Investment
Company Event Opinion") to the effect that, as a result of the occurrence of
a change in law or regulation or a written change in interpretation or
application of law or regulation by any legislative body, court, governmental
agency or regulatory authority (a "Change in 1940 Act Law"), there is a more
than an insubstantial risk that the Trust is or will be considered an
Investment Company which is required to be registered under the Investment
Company Act, which Change in 1940 Act Law becomes effective on or after the
date of the relevant supplement to the Prospectus.

                 (c) The Trust may not redeem fewer than all the outstanding
Securities unless all accumulated and unpaid Distributions have been paid on all
Securities for all Distribution periods that expire on or before the date of
redemption.


                                       I-9




                 (d) The procedure with respect to redemptions or distributions
of Debentures shall be as follows:

                (i)    Notice of any redemption of, or notice of distribution of
                       Debentures in exchange for, the Securities (a
                       "Redemption/Distribution Notice") will be given by the
                       Trust by mail to each Holder of Securities to be redeemed
                       or exchanged not fewer than 30 nor more than 60 days
                       before the date fixed for redemption or exchange thereof
                       which, in the case of a redemption, will be the date
                       fixed for repayment or redemption of the Debentures. For
                       purposes of the calculation of the date of redemption or
                       exchange and the dates on which notices are given
                       pursuant to this Section 7(d)(i), a
                       Redemption/Distribution Notice shall be deemed to be
                       given on the day such notice is first mailed by
                       first-class mail, postage prepaid, to Holders of
                       Securities. Each Redemption/Distribution Notice shall be
                       addressed to the Holders of Securities at the address of
                       each such Holder appearing in the books and records of
                       the Trust. No defect in the Redemption/Distribution
                       Notice or in the mailing of either thereof with respect
                       to any Holder shall affect the validity of the redemption
                       or exchange proceedings with respect to any other Holder.

               (ii)    In the event that fewer than all the outstanding
                       Securities are to be redeemed, the Securities to be
                       redeemed shall be redeemed Pro Rata from each Holder of
                       Securities, it being understood that, in respect of
                       Preferred Securities registered in the name of and held
                       of record by a Clearing Agency or its nominee, the
                       distribution of the proceeds of such redemption will be
                       made to the Clearing Agency or its nominee and disbursed
                       by such Clearing Agency in accordance with the
                       procedures applied by such agency or nominee.

             [(iii)    If securities are to be redeemed and the Trust gives a
                       Redemption/Distribution Notice, such notice shall be
                       irrevocable and (A) with respect to Preferred Securities
                       registered in the name of or held of record by a Clearing
                       Agency or its nominee, by 12:00 noon, New York City time,
                       on the redemption date, provided that the Debenture
                       Issuer has


                                       I-10


                       paid the Property Trustee a sufficient amount of cash
                       in connection with the related maturity or redemption
                       of the Debentures by 10:00 a.m., New York City time,
                       on the Maturity Date or the date of redemption, as the
                       case may be, the Property Trustee or the Paying Agent
                       will pay to the Clearing Agency or its nominee funds
                       sufficient to pay the applicable Redemption Price with
                       respect to such Preferred Securities, and (B) with
                       respect to Preferred Securities issued in certificated
                       form and Common Securities, provided that the Debenture
                       Issuer has paid the Property Trustee a sufficient amount
                       of cash in connection with the related maturity or
                       redemption of the Debentures, the Property Trustee or the
                       Paying Agent will pay the relevant Redemption Price to
                       the Holders of such Securities against presentation to
                       the Registrar of the certificates therefor. If a
                       Redemption/Distribution Notice shall have been given and
                       funds deposited with the Property Trustee to pay the
                       Redemption Price (including all unpaid Distributions)
                       with respect to the Securities called for redemption,
                       then immediately prior to the close of business on the
                       redemption date, Distributions will cease to accumulate
                       on the Securities so called for redemption and all rights
                       of Holders of such Securities so called for redemption
                       will cease, except the right of the Holders of such
                       Securities to receive the Redemption Price, but without
                       interest on such Redemption Price, and such Securities
                       shall cease to be outstanding.]

               (iv)    Payment of accumulated and unpaid Distributions on the
                       redemption date of any Securities will be subject to the
                       rights of Holders of such Securities on the close of
                       business on a regular record date in respect of a
                       Distribution Date occurring on or prior to such
                       Redemption Date.

                (v)    Neither the Administrative Trustees nor the Trust shall
                       be required to register or cause to be registered the
                       transfer of (A) any Securities beginning on the opening
                       of business 15 days before the day of mailing of a
                       Redemption/Distribution Notice or (B) any Securities
                       selected for redemption (except the unredeemed portion of
                       any Security being redeemed). If any date fixed for
                       redemption of Securities is not a Business Day, then
                       payment of the Redemption Price payable on such date


                                       I-11


                       will be made on the next succeeding day that is a
                       Business Day (and without any interest or other
                       payment in respect of any such delay) [except that, if
                       such Business Day is in the next succeeding calendar
                       year, such payment shall be made on the immediately
                       preceding Business Day, in each case] with the same
                       force and effect as if made on such date fixed for
                       redemption. If payment of the Redemption Price in
                       respect of any Securities is improperly withheld or
                       refused and not paid either by the Property Trustee or
                       the Paying Agent or by the Sponsor as guarantor pursuant
                       to the Preferred Securities Guarantee, on the date fixed
                       for redemption, (A) Distributions on such Securities will
                       continue to accumulate from such redemption date to the
                       actual date of payment, and (B) the actual payment date
                       will be considered the date fixed for redemption for
                       purposes of calculating the Redemption Price.

               (vi)    Subject to the foregoing and applicable law (including,
                       without limitation, United States federal securities
                       laws), the Sponsor or any of its Affiliates may at any
                       time and from time to time purchase outstanding Preferred
                       Securities by tender, in the open market or by private
                       agreement.

(8)     Pro Rata.

        A reference in these terms of the Securities to any payment,
distribution or treatment as being "Pro Rata" shall mean pro rata to each
Holder of Securities according to the aggregate liquidation amount of the
Securities held by the relevant Holder in relation to the aggregate
liquidation amount of all Securities outstanding unless, in relation to a
payment, an Event of Default under the Declaration has occurred and is
continuing, in which case any funds available to make such payment shall be
paid first to each Holder of the Preferred Securities pro rata according to
the aggregate liquidation amount of Preferred Securities held by the relevant
Holder relative to the aggregate liquidation amount of all Preferred
Securities outstanding, and only after satisfaction of all amounts owed to
the Holders of the Preferred Securities, to each Holder of Common Securities
pro rata according to the aggregate liquidation amount of Common Securities
held by the relevant Holder relative to the aggregate liquidation amount of
all Common Securities outstanding.

(9)     Ranking.


                                       I-12


        The Preferred Securities rank pari passu and payment thereon shall be
made Pro Rata with the Common Securities except that, where an Event of
Default occurs and is continuing under the Indenture in respect of the
Debentures held by the Property Trustee, the rights of Holders of the Common
Securities to payment in respect of Distributions and payments upon
liquidation, redemption and otherwise are subordinated to the rights to
payment of the Holders of the Preferred Securities.

(10)    Acceptance of Securities Guarantee and Indenture.

        Each Holder of Preferred Securities and Common Securities by the
acceptance thereof, agrees to the provisions of the Preferred Securities
Guarantee and the Common Securities Guarantee, respectively.

(11)    No Preemptive Rights.

        The Holders of the Securities shall have no preemptive or similar
rights to subscribe for any additional Securities.

(12)    Miscellaneous.

        These terms constitute a part of the Declaration.

        The Sponsor will provide a copy of the Declaration, the Preferred
Securities Guarantee or the Common Securities Guarantee (as may be
appropriate), and the Indenture to a Holder without charge on written request
to the Sponsor at its principal place of business.

        Capitalized terms used but not otherwise defined in this Annex I shall
have the meanings assigned thereto in the Declaration.



                                       I-13




                                                                     EXHIBIT A-1

                     FORM OF PREFERRED SECURITY CERTIFICATE


        [IF THE PREFERRED SECURITY IS TO BE A GLOBAL CERTIFICATE INSERT - This
Preferred Security is a Global Certificate within the meaning of the Declaration
hereinafter referred to and is registered in the name of The Depository Trust
Company (the "Depositary") or a nominee of the Depositary. This Preferred
Security is exchangeable for Preferred Securities registered in the name of a
person other than the Depositary or its nominee only in the limited
circumstances described in the Declaration and no transfer of this Preferred
Security (other than a transfer of this Preferred Security as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary) may be registered except in
limited circumstances.

        Unless this Preferred Security is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York, New
York) to the Trust or its agent for registration of transfer, exchange or
payment, and any Preferred Security issued is registered in the name of Cede &
Co. or such other name as requested by an authorized representative of The
Depository Trust Company and any payment hereon is made to Cede & Co., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS
WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.]


Certificate Number _______            Number of Preferred Securities____________


                                                            CUSIP NO.
                                                                      ----------



                                      A1-1





         Certificate Evidencing Preferred Securities of CCCISG Capital Trust
                             ___% Preferred Securities
                   (liquidation amount $___ per Preferred Security)


        CCCISG Capital Trust, a statutory business trust created under the
laws of the State of Delaware (the "Trust"), hereby certifies that
________________ (the "Holder") is the registered owner of
____________________ Preferred Securities of the Trust representing preferred
undivided beneficial interests in the assets of the Trust designated as the %
Preferred Securities (liquidation amount $ pepreferred security) (the
"Preferred Securities"). The Preferred Securities are transferable on the
books and records of the Trust, in person or by a duly authorized attorney,
upon surrender of this certificate duly endorsed and in proper form for
transfer. The designation, rights, privileges, restrictions, preferences and
other terms and provisions of the Preferred Securities represented hereby are
issued and shall in all respects be subject to the provisions of the Amended
and Restated Declaration of Trust of the Trust dated as of , 200_, as the
same may be amended from time to time (the "Declaration"), including the
designation of the terms of the Preferred Securities as set forth in Annex I
to the Declaration. Capitalized terms used herein but not defined shall have
the meaning given them in the Declaration. The Holder is entitled to the
benefits of the Preferred Securities Guarantee to the extent provided
therein. The Sponsor will provide a copy of the Declaration, the Preferred
Securities Guarantee and the Indenture to a Holder without charge upon
written request to the Trust at its principal place of business.

        Upon receipt of this certificate, the Holder is bound by the Declaration
and is entitled to the benefits thereunder.

        By acceptance of this certificate or a beneficial interest in this
certificate, the Holder and the Preferred Security Beneficial Owner agree to
treat, for United States federal income tax purposes, the Debentures as
indebtedness and the Preferred Securities as evidence of indirect beneficial
ownership in the Debentures.



                                      A1-2





        IN WITNESS WHEREOF, the Trust has executed this certificate this ___
day of _____________, 200_.





                                      CCCISG CAPITAL TRUST


                                      By:
                                         -----------------------------------
                                          Name:
                                          Title:  Administrative Trustee


                   PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

        This is one of the Preferred Securities Certificates referred to in the
within-mentioned Declaration.


                                      ----------------------------------
                                           Property Trustee

                                      By:
                                         -----------------------------------
                                          Name:
                                          Title:





                                      A1-3




                            [FORM OF REVERSE OF SECURITY]


        Distributions payable on each Preferred Security will be fixed at a rate
per annum of % (the "Coupon Rate") of the stated liquidation amount of $ per
Preferred Security, such rate being the rate of interest payable on the
Debentures to be held by the Property Trustee. Distributions in arrears for more
than one quarter will bear interest thereon compounded quarterly at the Coupon
Rate (to the extent permitted by applicable law). The term "Distributions" as
used herein includes such cash distributions, any such interest payable [and any
additional Distributions accrued during a Deferral Period (as defined below)]
unless otherwise stated. A Distribution is payable only to the extent that
payments are made in respect of the Debentures held by the Property Trustee and
to the extent the Property Trustee has received funds therefor. The amount of
Distributions payable for any period will be computed for any full quarterly
Distribution period on the basis of a 360-day year consisting of twelve 30-day
months, and for any period shorter than a full quarterly Distribution period for
which Distributions are computed, Distributions will be computed on the basis of
the actual number of days elapsed in such 90-day quarter based on 30-day months.
[The Sponsor has the right under the Indenture to defer payments of interest by
extending the interest payment period from time to time on the Debentures for a
period not exceeding five years (each a "Deferral Period") and, as a consequence
of such deferral, Distributions will also be deferred. Despite such deferral,
quarterly Distributions will continue to accrue with additional Distributions
thereon (to the extent permitted by applicable law) at the Coupon Rate,
compounded quarterly during any such Deferral Period. Prior to the termination
of any such Deferral Period, the Sponsor may further extend such Deferral
Period; provided that such Deferral Period together with all such previous and
further deferrals thereof may not exceed five years or extend beyond the
maturity of the Debentures under the Indenture. Payments of deferred and
additional Distributions will be payable on an Interest Payment Date (as defined
in the Indenture) elected by the Sponsor to Holders as they appear on the books
and records of the Trust on the record date fixed for such Interest Payment
Date. Upon the termination of any Deferral Period and the payment of all amounts
then due, the Sponsor may commence a new Deferral Period, subject to the above
requirements.]

        Except as otherwise described in the Declaration, Distributions on
the Preferred Securities will be cumulative, will accrue from the date of
original issuance and will be payable quarterly in arrears, on
______________, ___________ and ____________ of each year, commencing on
___________, to holders of record, if in book-entry only form, one Business
Day prior to such payment date, which payment dates


                                    A1-4




shall correspond to the interest payment dates on the Debentures. In the
event that the Preferred Securities are not in book-entry form, the
Administrative Trustees will have the right to select relevant record dates,
which will be more than one Business Day but less than 60 Business Days prior
to the relevant payment dates.

        The Preferred Securities shall be redeemable as provided in the
Declaration.











                                      A1-5


                                   ASSIGNMENT

        FOR VALUE RECEIVED, the undersigned assigns and transfers this Preferred
Security Certificate to:

- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
         (Insert assignee's social security or tax identification number)





- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
                     (Insert address and zip code of assignee)

and irrevocably appoints





- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
agent to transfer this Preferred Security Certificate on the books of the Trust.
The agent may substitute another to act for him or her.

        Dated:                        Signature:_______________________________

                                      Signature Guarantee:_____________________

(Sign exactly as your name appears on the other side of this Preferred Security
Certificate)




                                      A1-6



                                                                     EXHIBIT A-2


                       FORM OF COMMON SECURITY CERTIFICATE


        THE COMMON SECURITIES MAY ONLY BE TRANSFERRED BY THE DEBENTURE ISSUER
AND ANY RELATED PARTY TO THE DEBENTURE ISSUER OR A RELATED PARTY OF THE
DEBENTURE ISSUER, PROVIDED THAT, ANY SUCH TRANSFER IS SUBJECT TO THE CONDITION
PRECEDENT THAT THE TRANSFEROR OBTAIN THE WRITTEN OPINION OF NATIONALLY
RECOGNIZED INDEPENDENT COUNSEL EXPERIENCED IN SUCH MATTERS THAT SUCH TRANSFER
WOULD NOT CAUSE MORE THAN AN INSUBSTANTIAL RISK THAT:

               (a)     THE TRUST WOULD NOT BE CLASSIFIED FOR UNITED
        STATES FEDERAL INCOME TAX PURPOSES AS A GRANTOR TRUST; AND

               (b)     THE TRUST WOULD BE AN INVESTMENT COMPANY OR
        THE TRANSFEREE WOULD BECOME AN INVESTMENT COMPANY.


Certificate Number _____________ Number of Common Securities__________________


                                                            CUSIP NO._________





                                      A2-1


        Certificate Evidencing Common Securities of CCCISG Capital Trust

                             __% Common Securities
                   (liquidation amount $__ per Common Security)

        CCCISG Capital Trust, a statutory business trust created under the
laws of the State of Delaware (the "Trust"), hereby certifies that CCC
Information Services Group Inc. (the "Holder") is the registered owner of
common securities of the Trust representing common undivided beneficial
interests in the assets of the Trust designated as the __% Common Securities
(liquidation amount $__ per common security) (the "Common Securities"). The
Common Securities are transferable on the books and records of the Trust, in
person or by a duly authorized attorney, upon surrender of this certificate
duly endorsed and in proper form for transfer. The designation, rights,
privileges, restrictions, preferences and other terms and provisions of the
Common Securities represented hereby are issued and shall in all respects be
subject to the provisions of the Amended and Restated Declaration of Trust of
the Trust dated as of __________, 200_ as the same may be amended from time
to time (the "Declaration"), including the designation of the terms of the
Common Securities as set forth in Annex I to the Declaration. Capitalized
terms used herein but not defined shall have the meaning given them in the
Declaration. The Holder is entitled to the benefits of the Common Securities
Guarantee to the extent provided therein. The Sponsor will provide a copy of
the Declaration, the Common Securities Guarantee and the Indenture to a
Holder without charge upon written request to the Sponsor at its principal
place of business.

        Upon receipt of this certificate, the Holder is bound by the Declaration
and is entitled to the benefits thereunder.

        By acceptance, the Holder agrees to treat, for United States federal
income tax purposes, the Debentures as indebtedness and the Common Securities as
evidence of indirect beneficial ownership in the Debentures.



                                      A2-2



        IN WITNESS WHEREOF, the Trust has executed this certificate this ___
day of __________, ______.

                                      CCCISG CAPITAL TRUST


                                      By:_________________________________
                                         Name:
                                         Title:  Administrative Trustee























                                      A2-3


                          [FORM OF REVERSE OF SECURITY]

        Distributions payable on each Common Security will be fixed at a rate
per annum of __% (the "Coupon Rate") of the stated liquidation amount of $__
per Common Security, such rate being the rate of interest payable on the
Debentures to be held by the Property Trustee. Distributions in arrears for
more than one quarter will bear interest thereon compounded quarterly at the
Coupon Rate (to the extent permitted by applicable law). The term
"Distributions" as used herein includes such cash distributions and any such
interest payable [and any additional Distributions accrued during a Deferral
Period (as defined below)] unless otherwise stated. A Distribution is payable
only to the extent that payments are made in respect of the Debentures held by
the Property Trustee and, to the extent the Property Trustee has funds available
therefor. The amount of Distributions payable for any period will be computed
for any full quarterly Distribution period on the basis of a 360-day year of
twelve 30-day months, and for any period shorter than a full quarterly
Distribution period for which Distributions are computed, Distributions will be
computed on the basis of the actual number of days elapsed per 30-day month.
[The Sponsor has the right under the Indenture to defer payments of interest by
extending the interest payment period from time to time on the Debentures for a
period not exceeding five years (each a "Deferral Period") and, as a consequence
of such deferral, Distributions will also be deferred. Despite such deferral,
quarterly Distributions will continue to accrue with additional Distributions
thereon (to the extent permitted by applicable law) at the Coupon Rate through
and including _________, compounded quarterly during any such Deferral Period.
Prior to the termination of any such Deferral Period, the Sponsor may further
extend such Deferral Period; provided that such Deferral Period together with
all such previous and further deferrals thereof may not exceed five years or
extend beyond the maturity of the Debentures under the Indenture. Payments of
deferred and additional Distributions will be payable on an Interest Payment
Date (as defined in the Indenture) elected by the Sponsor to Holders as they
appear on the books and records of the Trust on the record date fixed for such
Interest Payment Date. Upon the termination of any Deferral Period and the
payment of all amounts then due, the Sponsor may commence a new Deferral Period,
subject to the above requirements.]

        Except as otherwise described in the Declaration, distributions on
the Common Securities will be cumulative, will accrue from the date of
original issuance and will be payable quarterly in arrears, on ___________,
_________ and, commencing on ___________, to Holders of record one Business
Day prior to such payment dates, which payment dates shall correspond to the
interest payment dates on the Debentures.

        The Common Securities shall be redeemable as provided in the
Declaration.


                                      A2-4


                                   ASSIGNMENT

        FOR VALUE RECEIVED, the undersigned assigns and transfers this Common
Security Certificate to:

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
          (Insert assignee's social security or tax identification number)





- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                    (Insert address and zip code of assignee)

and irrevocably appoints





- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
agent to transfer this Common Security Certificate on the books of the Trust.
The agent may substitute another to act for him or her.

Dated:                                Signature:_______________________________

                                      Signature Guarantee:_____________________

(Sign exactly as your name appears on the other side of this Common Security
Certificate)




                                      A2-5


                                                                       EXHIBIT B


                              SPECIMEN OF DEBENTURE























                                       B-1

EX-4.10

===============================================================================


                    PREFERRED SECURITIES GUARANTEE AGREEMENT

                              CCCISG CAPITAL TRUST

                           DATED AS OF _________, 200_


===============================================================================








                                             TABLE OF CONTENTS



                                                                                                      Page
                                                                                                      ----
                                                                                                   
ARTICLE I
         DEFINITIONS AND INTERPRETATIONS.................................................................2

ARTICLE II
         TRUST INDENTURE ACT.............................................................................6
         SECTION 2.1    TRUST INDENTURE ACT: APPLICATION.................................................6
         SECTION 2.2    LIST OF HOLDERS OF SECURITIES....................................................6
         SECTION 2.3    REPORTS BY THE PREFERRED SECURITIES GUARANTEE TRUSTEE............................6
         SECTION 2.4    PERIODIC REPORTS TO PREFERRED SECURITIES GUARANTEE TRUSTEE.......................7
         SECTION 2.5    EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.................................7
         SECTION 2.6    EVENTS OF DEFAULT; WAIVER........................................................7
         SECTION 2.7    EVENT OF DEFAULT; NOTICE.........................................................7
         SECTION 2.8    CONFLICTING INTERESTS............................................................8

ARTICLE III
         POWERS, DUTIES AND RIGHTS OF
         PREFERRED SECURITIES GUARANTEE TRUSTEE..........................................................8
         SECTION 3.1    POWERS AND DUTIES OF THE PREFERRED SECURITIES GUARANTEE TRUSTEE..................8
         SECTION 3.2    CERTAIN RIGHTS OF PREFERRED SECURITIES GUARANTEE TRUSTEE........................10
         SECTION 3.3    NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF GUARANTEE...........................13

ARTICLE IV
         PREFERRED SECURITIES GUARANTEE TRUSTEE.........................................................13
         SECTION 4.1    PREFERRED SECURITIES GUARANTEE TRUSTEE; ELIGIBILITY.............................13
         SECTION 4.2    APPOINTMENT, REMOVAL AND RESIGNATION OF PREFERRED SECURITIES
                  GUARANTEE TRUSTEES....................................................................14

ARTICLE V
         GUARANTEE......................................................................................15
         SECTION 5.1    GUARANTEE.......................................................................15
         SECTION 5.2    WAIVER OF NOTICE AND DEMAND.....................................................15
         SECTION 5.3    OBLIGATIONS NOT AFFECTED........................................................15
         SECTION 5.4    RIGHTS OF HOLDERS...............................................................16
         SECTION 5.5    GUARANTEE OF PAYMENT............................................................17
         SECTION 5.6    SUBROGATION.....................................................................17
         SECTION 5.7    INDEPENDENT OBLIGATIONS.........................................................17


                                                    i


ARTICLE VI
         SUBORDINATION..................................................................................18

ARTICLE VII
         TERMINATION....................................................................................18

ARTICLE VIII
         INDEMNIFICATION................................................................................18
         SECTION 8.1    EXCULPATION.....................................................................18
         SECTION 8.2    INDEMNIFICATION.................................................................19

ARTICLE IX
         MISCELLANEOUS..................................................................................19
         SECTION 9.1    SUCCESSORS AND ASSIGNS..........................................................19
         SECTION 9.2    AMENDMENTS......................................................................20
         SECTION 9.3    NOTICES.........................................................................20
         SECTION 9.4    BENEFIT.........................................................................21
         SECTION 9.5    GOVERNING LAW...................................................................21



                                                    ii




                    PREFERRED SECURITIES GUARANTEE AGREEMENT

                  This GUARANTEE AGREEMENT (the "Preferred Securities
Guarantee"), dated as of ________, 200_ is executed and delivered by CCC
Information Services Group Inc., a Delaware corporation (the "Guarantor"),
and [ ], as trustee (the "Preferred Securities Guarantee Trustee"), for the
benefit of the Holders (as defined herein) from time to time of the Preferred
Securities (as defined herein) of CCCISG Capital Trust, a Delaware statutory
business trust (the "Issuer").

                  WHEREAS, pursuant to an Amended and Restated Declaration of
Trust (the "Declaration"), dated as of ________, 200_ among the trustees of
the Issuer named therein, the Guarantor, as sponsor, and the holders from
time to time of undivided beneficial interests in the assets of the Issuer,
the Issuer is issuing on the date hereof ________ preferred securities,
liquidation amount $__ per preferred security, having an aggregate liquidation
amount of $________, designated the __% Preferred Securities (the "Preferred
Securities");

                  WHEREAS, as incentive for the Holders to purchase the
Preferred Securities, the Guarantor desires irrevocably and unconditionally
to agree, to the extent set forth in this Preferred Securities Guarantee, to
pay to the Holders the Guarantee Payments (as defined herein) and to make
certain other payments on the terms and conditions set forth herein; and

                  WHEREAS, the Guarantor is also executing and delivering a
guarantee agreement (the "Common Securities Guarantee") in substantially
identical terms to this Preferred Securities Guarantee for the benefit of the
holders of the Common Securities (as defined herein), except that if an event
of default under the Indenture (as defined herein), has occurred and is
continuing, the rights of holders of the Common Securities to receive
Guarantee Payments under the Common Securities Guarantee are subordinated to
the rights of Holders to receive Guarantee Payments under this Preferred
Securities Guarantee.

                  NOW, THEREFORE, in consideration of the purchase by each
Holder, which purchase the Guarantor hereby agrees shall benefit the
Guarantor, the Guarantor executes and delivers this Preferred Securities
Guarantee for the benefit of the Holders.




                                    ARTICLE I
                         DEFINITIONS AND INTERPRETATIONS

                  In this Preferred Securities Guarantee, unless the context
otherwise requires:

                  (a) capitalized terms used in this Preferred Securities
Guarantee but not defined in the preamble above have the respective meanings
assigned to them in this Article I;

                  (b) a term defined anywhere in this Preferred Securities
Guarantee has the same meaning throughout;

                  (c) all references to "the Preferred Securities Guarantee"
or "this Preferred Securities Guarantee" are to this Preferred Securities
Guarantee as modified, supplemented or amended from time to time;

                  (d) all references in this Preferred Securities Guarantee
to Articles and Sections are to Articles and Sections of this Preferred
Securities Guarantee, unless otherwise specified;

                  (e) a term defined in the Trust Indenture Act has the same
meaning when used in this Preferred Securities Guarantee, unless otherwise
defined in this Preferred Securities Guarantee or unless the context
otherwise requires; and

                  (f) a reference to the singular includes the plural and
vice versa.

                  "Affiliate" has the same meaning as given in the Indenture.

                  "Authorized Officer" of a Person means any Person that is
authorized to bind such Person.

                  "Business Day" means any day that is not a Saturday, Sunday
or day on which banking institutions and trust companies in The City of New
York are authorized or required by law, regulation or executive order to
close.

                  "Common Securities" means the securities representing
common undivided beneficial interests in the assets of the Issuer.

                  "Corporate Trust Office" means the office of the Preferred
Securities Guarantee Trustee at which the corporate trust business of the
Preferred Securities


                                       2


Guarantee Trustee shall, at any particular time, be principally administered,
which office at the date of execution of this Agreement is located at
[           ].

                  "Covered Person" means any Holder or beneficial owner of
Preferred Securities.

                  "Debenture Issuer" means the Guarantor in its capacity as
the issuer of the Debentures.

                  "Debentures" means the series of debentures of the
Guarantor designated [             ] held by the Property Trustee (as defined
in the Declaration) of the Issuer.

                  "Direction" by a person means a written direction signed:
(a) if the Person is a natural person, by that Person; or (b) in any other
case in the name of such Person by one or more Authorized Officers of that
Person.

                  "Distribution" has the same meaning as given in the
Declaration.

                  "Event of Default" means a default by the Guarantor on any
of its payment or other obligations under this Preferred Securities Guarantee.

                  "Guarantee Payments" means the following payments or
distributions, without duplication, with respect to the Preferred Securities,
to the extent not paid or made by the Issuer:

                           (i) any accrued and unpaid Distributions (as defined
         in the Declaration) that are required to be paid on such Preferred
         Securities to the extent the Issuer shall have funds available
         therefor;

                           (ii) upon a voluntary or involuntary dissolution,
         winding-up or termination of the Issuer (other than in connection with
         the distribution of Debentures to the Holders in exchange for Preferred
         Securities as provided in the Declaration), the lesser of (a) the
         aggregate of the liquidation amount of such Preferred Securities plus
         all accrued and unpaid Distributions on such Preferred Securities to
         and including the date of payment, to the extent the Issuer shall have
         funds available therefor, and (b) the amount of assets of the Issuer
         remaining available for distribution to Holders in liquidation of the
         Issuer (amounts in clause (a) or (b), the "Liquidation Distribution");
         and


                                       3



                           (iii) the redemption price, including all accrued and
         unpaid Distributions to the date of redemption (the "Redemption Price")
         to the extent the Issuer has funds available therefor, with respect to
         any Preferred Securities called for redemption by the Issuer.

                           If an event of default under the Indenture has
         occurred and is continuing, the rights of holders of the Common
         Securities to receive payments under the Common Securities Guarantee
         Agreement are subordinated to the rights of Holders to receive
         Guarantee Payments.

                  "Holder" shall mean any holder, as registered on the books and
records of the Issuer, of any Preferred Securities; provided, however, that, in
determining whether the holders of the requisite percentage of Preferred
Securities have given any request, notice, consent or waiver hereunder, "Holder"
shall not include the Guarantor or any Affiliate of the Guarantor.

                  "Indemnified Person" means the Preferred Securities Guarantee
Trustee including in its individual capacity, any Affiliate of the Preferred
Securities Guarantee Trustee, or any officers, directors, shareholders, members,
partners, employees, representatives, nominees, custodians or agents of the
Preferred Securities Guarantee Trustee.

                  "Indenture" has the same meaning as given in the Declaration.

                  "Majority in liquidation amount of the Preferred Securities"
means, except as provided by the Trust Indenture Act, a vote by Holders of
Preferred Securities, voting separately as a class, of more than 50% of the
aggregate liquidation amount (including the stated amount that would be paid on
liquidation or otherwise) of all Preferred Securities.

                  "Officer's Certificate" means, with respect to any Person, a
certificate signed by one Authorized Officer of such Person. Any Officer's
Certificate delivered with respect to compliance with a condition or covenant
provided for in this Preferred Securities Guarantee shall include:

                                    (a) a statement that the officer signing the
                  Officer's Certificate has read the covenant or condition and
                  the definition relating thereto;


                                       4



                                    (b) a brief statement of the nature and
                  scope of the examination or investigation undertaken by such
                  officer in rendering the Officer's Certificate;

                                    (c) a statement that such officer has made
                  such examination or investigation as, in such officer's
                  opinion, is necessary to enable such officer to express an
                  informed opinion as to whether or not such covenant or
                  condition has been complied with; and

                                    (d) a statement as to whether or not, in the
                  opinion of such officer, such condition or covenant has been
                  complied with.

                  "Person" means a legal person, including any individual,
corporation, estate, partnership, joint venture, association, joint stock
company, limited liability company, trust, unincorporated association or
government or any agency or political subdivision thereof, or any other
entity of whatever nature.

                  "Preferred Securities Guarantee Trustee" means [           ],
until a Successor Preferred Securities Guarantee Trustee has been appointed
and has accepted such appointment pursuant to the terms of this Preferred
Securities Guarantee, and thereafter means each such Successor Preferred
Securities Guarantee Trustee.

                  "Responsible Officer" means, when used with respect to the
Preferred Securities Guarantee Trustee, any officer within the corporate
trust department of the Preferred Securities Guarantee Trustee (or any
successor of the Preferred Securities Guarantee Trustee), including any vice
president, any assistant vice president, any assistant secretary, any
assistant treasurer, any trust officer or any other officer of the Preferred
Securities Guarantee Trustee who customarily performs functions similar to
those performed by the Persons who at the time shall be such officers,
respectively, or to whom any corporate trust matter is referred because of
such person's knowledge of and familiarity with the particular subject and
who shall have direct responsibility for the administration of this Preferred
Securities Guarantee.

                  "Successor Preferred Securities Guarantee Trustee" means a
successor Preferred Securities Guarantee Trustee possessing the qualifications
to act as Preferred Securities Guarantee Trustee under Section 4.1.

                  "Trust Indenture Act" means the Trust Indenture Act of 1939,
as amended.


                                       5


                                   ARTICLE II
                               TRUST INDENTURE ACT

SECTION 2.1    TRUST INDENTURE ACT: APPLICATION

                  (a) This Preferred Securities Guarantee is subject to the
provisions of the Trust Indenture Act that are required to be part of this
Preferred Securities Guarantee and shall, to the extent applicable, be
governed by such provisions; and

                  (b) If and to the extent that any provision of this
Preferred Securities Guarantee limits, qualifies or conflicts with the duties
imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act, such
imposed duties shall control.

SECTION 2.2    LIST OF HOLDERS OF SECURITIES

                  (a) The Guarantor shall provide the Preferred Securities
Guarantee Trustee with a list, in such form as the Preferred Securities
Guarantee Trustee may reasonably require, of the names and addresses of the
Holders ("List of Holders") as of such date, (i) within 15 days after each
record date for payment of Distributions, and (ii) at any other time within
30 days of receipt by the Guarantor of a written request for a List of
Holders as of a date no more than 15 days before such List of Holders is
given to the Preferred Securities Guarantee Trustee, provided that the
Guarantor shall not be obligated to provide such List of Holders at any time
the List of Holders does not differ from the most recent List of Holders
given to the Preferred Securities Guarantee Trustee by the Guarantor. The
Preferred Securities Guarantee Trustee may destroy any List of Holders
previously given to it on receipt of a new List of Holders.

                  (b) The Preferred Securities Guarantee Trustee shall comply
with its obligations under Section 311(a), 311(b) and Section 312(b) of the
Trust Indenture Act.

SECTION 2.3    REPORTS BY THE PREFERRED SECURITIES GUARANTEE TRUSTEE

                  Within 60 days after [            ] of each year,
commencing [           ], the Preferred Securities Guarantee Trustee shall
provide to the Holders such reports as are required by Section 313 of the
Trust Indenture Act, if any, in the form and in the manner provided by
Section 313 of the Trust Indenture Act. The Preferred Securities Guarantee
Trustee shall also comply with the requirements of Section 313(d) of the
Trust Indenture Act.


                                       6



SECTION 2.4    PERIODIC REPORTS TO PREFERRED SECURITIES GUARANTEE TRUSTEE

                  The Guarantor shall provide to the Preferred Securities
Guarantee Trustee such documents, reports and information as required by
Section 314 (if any) and the compliance certificate required by Section 314
of the Trust Indenture Act in the form, in the manner and at the times
required by Section 314 of the Trust Indenture Act. Delivery of such reports,
information and documents to the Preferred Securities Guarantee Trustee is
for informational purposes only and the Preferred Securities Guarantee
Trustee's receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Guarantor's compliance with any of its covenants
hereunder (as to which the Preferred Securities Guarantee Trustee is entitled
to rely exclusively on Officer's Certificates).

SECTION 2.5    EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT

                  The Guarantor shall provide to the Preferred Securities
Guarantee Trustee such evidence of compliance with any conditions precedent,
if any, provided for in this Preferred Securities Guarantee that relate to
any of the matters set forth in Section 314(c) of the Trust Indenture Act.
Any certificate or opinion required to be given by an officer pursuant to
Section 314(c)(1) may be given in the form of an Officer's Certificate.

SECTION 2.6    EVENTS OF DEFAULT; WAIVER

                  The Holders of a Majority in liquidation amount of
Preferred Securities may, by vote, on behalf of all Holders, waive any past
Event of Default and its consequences. Upon such waiver, any such Event of
Default shall cease to exist, and any Event of Default arising therefrom
shall be deemed to have been cured, for every purpose of this Preferred
Securities Guarantee, but no such waiver shall extend to any subsequent or
other default or Event of Default or impair any right consequent thereon.

SECTION 2.7    EVENT OF DEFAULT; NOTICE

                  (a) The Preferred Securities Guarantee Trustee shall, within
90 days after a Responsible Officer of the Preferred Securities Guarantee
Trustee obtains actual knowledge of the occurrence of an Event of Default,
transmit by mail, first class postage prepaid, to the Holders, notices of all
such Events of Default actually known to such Responsible Officer of the
Preferred Securities Guarantee Trustee, unless such defaults have been cured
before the giving of such notice, provided, that, the Preferred Securities
Guarantee Trustee shall be protected in withholding such notice if and so


                                       7


long as a Responsible Officer of the Preferred Securities Guarantee Trustee
in good faith determines that the withholding of such notice is in the
interests of the Holders.

                  (b) The Preferred Securities Guarantee Trustee shall not be
deemed to have knowledge of any Event of Default unless the Preferred
Securities Guarantee Trustee shall have received written notice thereof, or a
Responsible Officer of the Preferred Securities Guarantee Trustee charged
with the administration of the Declaration shall have obtained actual
knowledge thereof.

SECTION 2.8    CONFLICTING INTERESTS

                  The Declaration and the Indenture shall be deemed to be
specifically described in this Preferred Securities Guarantee for the
purposes of clause (i) of the first proviso contained in Section 310(b) of
the Trust Indenture Act.

                                   ARTICLE III
                          POWERS, DUTIES AND RIGHTS OF
                     PREFERRED SECURITIES GUARANTEE TRUSTEE

SECTION 3.1    POWERS AND DUTIES OF THE PREFERRED SECURITIES GUARANTEE TRUSTEE

                  (a) This Preferred Securities Guarantee shall be held by
the Preferred Securities Guarantee Trustee for the benefit of the Holders,
and the Preferred Securities Guarantee Trustee shall not transfer this
Preferred Securities Guarantee to any Person except a Holder exercising his
or her rights pursuant to Section 5.4(b) or to a Successor Preferred
Securities Guarantee Trustee on acceptance by such Successor Preferred
Securities Guarantee Trustee of its appointment to act as Successor Preferred
Securities Guarantee Trustee. The right, title and interest of the Preferred
Securities Guarantee Trustee shall automatically vest in any Successor
Preferred Securities Guarantee Trustee, and such vesting and cessation of
title shall be effective whether or not conveyancing documents have been
executed and delivered pursuant to the appointment of such Successor
Preferred Securities Guarantee Trustee.

                  (b) If an Event of Default actually known to a Responsible
Officer of the Preferred Securities Guarantee Trustee has occurred and is
continuing, the Preferred Securities Guarantee Trustee shall enforce this
Preferred Securities Guarantee for the benefit of the Holders.

                  (c) The Preferred Securities Guarantee Trustee, before the
occurrence of any Event of Default and after the curing or waiver of all
Events of Default that may


                                       8


have occurred, shall undertake to perform only such duties as are
specifically set forth in this Preferred Securities Guarantee, and no implied
covenants or obligations shall be read into this Preferred Securities
Guarantee against the Preferred Securities Guarantee Trustee. In case an
Event of Default has occurred (that has not been cured or waived pursuant to
Section 2.6) and is actually known to a Responsible Officer of the Preferred
Securities Guarantee Trustee, the Preferred Securities Guarantee Trustee
shall exercise such of the rights and powers vested in it by this Preferred
Securities Guarantee, and use the same degree of care and skill in its
exercise thereof, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.

                  (d) No provision of this Preferred Securities Guarantee
shall be construed to relieve the Preferred Securities Guarantee Trustee from
liability for its own negligent action, its own negligent failure to act, its
own bad faith or its own willful misconduct, except that:

                           (i) prior to the occurrence of any Event of Default
         and after the curing or waiving of such Events of Default that may have
         occurred:

                                             (A) the duties and obligations of
                           the Preferred Securities Guarantee Trustee shall be
                           determined solely by the express provisions of this
                           Preferred Securities Guarantee, and the Preferred
                           Securities Guarantee Trustee shall not be liable
                           except for the performance of such duties and
                           obligations as are specifically set forth in this
                           Preferred Securities Guarantee, and no implied
                           covenants or obligations shall be read into this
                           Preferred Securities Guarantee against the Preferred
                           Securities Guarantee Trustee; and

                                             (B) in the absence of bad faith on
                           the part of the Preferred Securities Guarantee
                           Trustee, the Preferred Securities Guarantee Trustee
                           may conclusively rely, as to the truth of the
                           statements and the correctness of the opinions
                           expressed therein, upon any certificates or opinions
                           furnished to the Preferred Securities Guarantee
                           Trustee and conforming to the requirements of this
                           Preferred Securities Guarantee; but in the case of
                           any such certificates or opinions that by any
                           provision hereof are specifically required to be
                           furnished to the Preferred Securities Guarantee
                           Trustee, the Preferred Securities Guarantee Trustee
                           shall be under a duty to examine the same to
                           determine


                                       9


                           whether or not they conform to the requirements of
                           this Preferred Securities Guarantee;

                           (ii) the Preferred Securities Guarantee Trustee shall
         not be liable for any error of judgment made in good faith by a
         Responsible Officer of the Preferred Securities Guarantee Trustee,
         unless it shall be proved that the Preferred Securities Guarantee
         Trustee was negligent in ascertaining the pertinent facts upon which
         such judgment was made;

                           (iii) the Preferred Securities Guarantee Trustee
         shall not be liable with respect to any action taken or omitted to be
         taken by it in good faith in accordance with the direction of the
         Holders of not less than a Majority in liquidation amount of the
         Preferred Securities relating to the time, method and place of
         conducting any proceeding for any remedy available to the Preferred
         Securities Guarantee Trustee, or exercising any trust or power
         conferred upon the Preferred Securities Guarantee Trustee under this
         Preferred Securities Guarantee; and

                           (iv) no provision of this Preferred Securities
         Guarantee shall require the Preferred Securities Guarantee Trustee to
         expend or risk its own funds or otherwise incur personal financial
         liability in the performance of any of its duties or in the exercise of
         any of its rights or powers, if the Preferred Securities Guarantee
         Trustee shall have reasonable grounds for believing that the repayment
         of such funds or liability is not reasonably assured to it under the
         terms of this Preferred Securities Guarantee or if indemnity reasonably
         satisfactory to the Preferred Securities Guarantee Trustee against such
         risk or liability is not reasonably assured to it.

SECTION 3.2    CERTAIN RIGHTS OF PREFERRED SECURITIES GUARANTEE TRUSTEE

                  (a)   Subject to the provisions of Section 3.1:

                           (i) The Preferred Securities Guarantee Trustee may
         conclusively rely, and shall be fully protected in acting or refraining
         from acting upon, any resolution, certificate, statement, instrument,
         opinion, report, notice, request, direction, consent, order, bond,
         debenture, note, other evidence of indebtedness or other paper or
         document believed by it to be genuine and to have been signed, sent or
         presented by the proper party or parties.


                                       10


                           (ii) Any direction or act of the Guarantor
         contemplated by this Preferred Securities Guarantee shall be
         sufficiently evidenced by a Direction or an Officer's Certificate.

                           (iii) Whenever, in the administration of this
         Preferred Securities Guarantee, the Preferred Securities Guarantee
         Trustee shall deem it desirable that a matter be proved or established
         before taking, suffering or omitting any action hereunder, the
         Preferred Securities Guarantee Trustee (unless other evidence is herein
         specifically prescribed) may, in the absence of negligence, bad faith
         or willful misconduct on its part, request and conclusively rely upon
         an Officer's Certificate which, upon receipt of such request, shall be
         promptly delivered by the Guarantor.

                           (iv) The Preferred Securities Guarantee Trustee shall
         have no duty to see to any recording, filing or registration of any
         instrument (or any rerecording, refiling or reregistration thereof).

                           (v) The Preferred Securities Guarantee Trustee may
         consult with competent legal counsel of its selection, and the advice
         or written opinion of such counsel with respect to legal matters shall
         be full and complete authorization and protection in respect of any
         action taken, suffered or omitted by it hereunder in good faith and in
         accordance with such advice or opinion. Such counsel may be counsel to
         the Guarantor or any of its Affiliates and may include any of its
         employees. The Preferred Securities Guarantee Trustee shall have the
         right at any time to seek instructions concerning the administration of
         this Preferred Securities Guarantee from any court of competent
         jurisdiction.

                           (vi) The Preferred Securities Guarantee Trustee
         shall be under no obligation to exercise any of the rights or powers
         vested in it by this Preferred Securities Guarantee at the request
         or direction of any Holder, unless such Holder shall have provided
         to the Preferred Securities Guarantee Trustee such security and
         indemnity, reasonably satisfactory to the Preferred Securities
         Guarantee Trustee, against the reasonable costs, expenses (including
         reasonable attorneys' fees and reasonable expenses and the expenses
         of the Preferred Securities Guarantee Trustee's agents, nominees or
         custodians) and liabilities that might be incurred by it in
         complying with such request or direction, including such reasonable
         advances as may be requested by the Preferred Securities Guarantee
         Trustee; provided that, nothing contained in this Section 3.2(a)(vi)
         shall be taken to relieve the Preferred Securities Guarantee
         Trustee, upon the occurrence of an Event of Default, of its obligation
         to



                                       11



         exercise the rights and powers vested in it by this Preferred
         Securities Guarantee.

                           (vii) The Preferred Securities Guarantee Trustee
         shall not be bound to make any investigation into the facts or matters
         stated in any resolution, certificate, statement, instrument, opinion,
         report, notice, request, direction, consent, order, bond, debenture,
         note, other evidence of indebtedness or other paper or document, but
         the Preferred Securities Guarantee Trustee, in its discretion, may make
         such further inquiry or investigation into such facts or matters as it
         may see fit.

                           (viii) The Preferred Securities Guarantee Trustee may
         execute any of the trusts or powers hereunder or perform any duties
         hereunder either directly or by or through agents, nominees, custodians
         or attorneys, and the Preferred Securities Guarantee Trustee shall not
         be responsible for any misconduct or negligence on the part of any
         agent or attorney appointed with due care by it hereunder.

                           (ix) Any action taken by the Preferred Securities
         Guarantee Trustee or its agents hereunder shall bind the Holders, and
         the signature of the Preferred Securities Guarantee Trustee or its
         agents alone shall be sufficient and effective to perform any such
         action. No third party shall be required to inquire as to the authority
         of the Preferred Securities Guarantee Trustee to so act or as to its
         compliance with any of the terms and provisions of this Preferred
         Securities Guarantee, both of which shall be conclusively evidenced by
         the Preferred Securities Guarantee Trustee's or its agent's taking such
         action.

                           (x) Whenever in the administration of this
         Preferred Securities Guarantee the Preferred Securities Guarantee
         Trustee shall deem it desirable to receive instructions with respect
         to enforcing any remedy or right or taking any other action
         hereunder, the Preferred Securities Guarantee Trustee (i) may request
         instructions from the Holders of a Majority in liquidation amount of
         the Preferred Securities, (ii) may refrain from enforcing such remedy
         or right or taking such other action until such instructions are
         received, and (iii) shall be protected in conclusively relying on or
         acting in accordance with such instructions.

                           (xi) The Preferred Securities Guarantee Trustee shall
         not be liable for any action taken by it in good faith and reasonably
         believed by it to be authorized or within the discretion or rights or
         powers conferred upon it by this Preferred Securities Guarantee.


                                       12


                  (b) No provision of this Preferred Securities Guarantee
shall be deemed to impose any duty or obligation on the Preferred Securities
Guarantee Trustee to perform any act or acts or exercise any right, power,
duty or obligation conferred or imposed on it in any jurisdiction in which it
shall be illegal, or in which the Preferred Securities Guarantee Trustee
shall be unqualified or incompetent in accordance with applicable law, to
perform any such act or acts or to exercise any such right, power, duty or
obligation. No permissive power or authority available to the Preferred
Securities Guarantee Trustee shall be construed to be a duty.

SECTION 3.3    NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF GUARANTEE

                  The recitals contained in this Preferred Securities
Guarantee shall be taken as the statements of the Guarantor, and the
Preferred Securities Guarantee Trustee does not assume any responsibility for
their correctness. The Preferred Securities Guarantee Trustee makes no
representation as to the validity or sufficiency of this Preferred Securities
Guarantee.

                                   ARTICLE IV
                     PREFERRED SECURITIES GUARANTEE TRUSTEE

SECTION 4.1    PREFERRED SECURITIES GUARANTEE TRUSTEE; ELIGIBILITY

                  (a) There shall at all times be a Preferred Securities
Guarantee Trustee which shall:

                           (i)   not be an Affiliate of the Guarantor; and

                           (ii) be a corporation organized and doing business
         under the laws of the United States of America or any State or
         Territory thereof or of the District of Columbia, or a corporation or
         Person permitted by the Securities and Exchange Commission to act as a
         Property Trustee under the Trust Indenture Act, authorized under such
         laws to exercise corporate trust powers, having a combined capital and
         surplus of at least 50 million U.S. dollars ($50,000,000), and subject
         to supervision or examination by Federal, State, Territorial or
         District of Columbia authority. If such corporation publishes reports
         of condition at least annually, pursuant to law or to the requirements
         of the supervising or examining authority referred to above, then, for
         the purposes of this Section 4.1 (a)(ii), the combined capital and
         surplus of such corporation


                                       13


         shall be deemed to be its combined capital and surplus as set forth
         in its most recent report of condition so published.

                  (b) If at any time the Preferred Securities Guarantee Trustee
shall cease to be eligible to so act under Section 4.1(a), the Preferred
Securities Guarantee Trustee shall immediately resign in the manner and with the
effect set out in Section 4.2(c).

                  (c) If the Preferred Securities Guarantee Trustee has or shall
acquire any "conflicting interest" within the meaning of Section 310(b) of the
Trust Indenture Act, the Preferred Securities Guarantee Trustee and Guarantor
shall in all respects comply with the provisions of Section 310(b) of the Trust
Indenture Act.

SECTION 4.2    APPOINTMENT, REMOVAL AND RESIGNATION OF PREFERRED SECURITIES
GUARANTEE TRUSTEES

                  (a) Subject to Section 4.2(b), the Preferred Securities
Guarantee Trustee may be appointed or removed without cause at any time by the
Guarantor.

                  (b) The Preferred Securities Guarantee Trustee shall not be
removed in accordance with Section 4.2(a) until a Successor Preferred Securities
Guarantee Trustee has been appointed and has accepted such appointment by
written instrument executed by such Successor Preferred Securities Guarantee
Trustee and delivered to the Guarantor.

                  (c) The Preferred Securities Guarantee Trustee appointed to
office shall hold office until a Successor Preferred Securities Guarantee
Trustee shall have been appointed or until its removal or resignation. The
Preferred Securities Guarantee Trustee may resign from office (without need
for prior or subsequent accounting) by an instrument in writing executed by
the Preferred Securities Guarantee Trustee and delivered to the Guarantor,
which resignation shall not take effect until a Successor Preferred
Securities Guarantee Trustee has been appointed and has accepted such
appointment by instrument in writing executed by such Successor Preferred
Securities Guarantee Trustee and delivered to the Guarantor and the resigning
Preferred Securities Guarantee Trustee.

                  (d) If no Successor Preferred Securities Guarantee Trustee
shall have been appointed and accepted appointment as provided in this Section
4.2 within 60 days after the Preferred Securities Guarantee Trustee has received
notice of removal or delivery to the Guarantor of an instrument of resignation,
the Preferred Securities Guarantee Trustee being removed or resigning, whichever
the case may be, may


                                       14


petition any court of competent jurisdiction for appointment of a Successor
Preferred Securities Guarantee Trustee. Such court may thereupon, after
prescribing such notice, if any, as it may deem proper, appoint a Successor
Preferred Securities Guarantee Trustee.

                  (e) No Preferred Securities Guarantee Trustee shall be liable
for the acts or omissions to act of any Successor Preferred Securities Guarantee
Trustee.

                  (f) Upon termination of this Preferred Securities Guarantee or
removal or resignation of the Preferred Securities Guarantee Trustee pursuant to
this Section 4.2, the Guarantor shall pay to the Preferred Securities Guarantee
Trustee all amounts due to the Preferred Securities Guarantee Trustee accrued to
the date of such termination, removal or resignation.


                                    ARTICLE V
                                    GUARANTEE

SECTION 5.1    GUARANTEE

                  The Guarantor irrevocably and unconditionally agrees to pay in
full to the Holders the Guarantee Payments (without duplication of amounts
theretofore paid by the Issuer), as and when due, regardless of any defense,
right of set-off or counterclaim that the Issuer may have or assert. The
Guarantor's obligation to make a Guarantee Payment may be satisfied by direct
payment of the required amounts by the Guarantor to the Holders or by causing
the Issuer to pay such amounts to the Holders.

SECTION 5.2    WAIVER OF NOTICE AND DEMAND

                  The Guarantor hereby waives notice of acceptance of this
Preferred Securities Guarantee and of any liability to which it applies or may
apply, presentment, demand for payment, any right to require a proceeding first
against the Issuer or any other Person before proceeding against the Guarantor,
protest, notice of nonpayment, notice of dishonor, notice of redemption and all
other notices and demands.

SECTION 5.3    OBLIGATIONS NOT AFFECTED

                  The obligations, covenants, agreements and duties of the
Guarantor under this Preferred Securities Guarantee shall in no way be affected
or impaired by reason of the happening from time to time of any of the
following:


                                       15


                  (a) the release or waiver, by operation of law or otherwise,
of the performance or observance by the Issuer of any express or implied
agreement, covenant, term or condition relating to the Preferred Securities to
be performed or observed by the Issuer;

                  (b) the extension of time for the payment by the Issuer of all
or any portion of the Distributions, Redemption Price, or any other sums payable
under the terms of the Preferred Securities or the extension of time for the
performance of any other obligation under, arising out of, or in connection
with, the Preferred Securities (other than an extension of time for payment of
Distributions, Redemption Price, or other sum payable that results from the
extension of any interest payment period on the Debentures permitted by the
Indenture);

                  (c) any failure, omission, delay or lack of diligence on the
part of the Holders to enforce, assert or exercise any right, privilege, power
or remedy conferred on the Holders pursuant to the terms of the Preferred
Securities, or any action on the part of the Issuer granting indulgence or
extension of any kind;

                  (d) the voluntary or involuntary liquidation, dissolution,
sale of any collateral, receivership, insolvency, bankruptcy, assignment for the
benefit of creditors, reorganization, arrangement, composition or readjustment
of debt of, or other similar proceedings affecting, the Issuer or any of the
assets of the Issuer;

                  (e) any invalidity of, or defect or deficiency in, the
Preferred Securities;

                  (f) the settlement or compromise of any obligation guaranteed
hereby or hereby incurred; or

                  (g) any other circumstance whatsoever that might otherwise
constitute a legal or equitable discharge or defense of a guarantor, it being
the intent of this Section 5.3 that the obligations of the Guarantor hereunder
shall be absolute and unconditional under any and all circumstances.

                  There shall be no obligation of the Holders to give notice to,
or obtain the consent of, the Guarantor with respect to the happening of any of
the foregoing.

SECTION 5.4    RIGHTS OF HOLDERS

                  (a) The Holders of a Majority in liquidation amount of the
Preferred Securities have the right to direct the time, method and place of
conducting of any


                                       16


proceeding for any remedy available to the Preferred Securities Guarantee
Trustee in respect of this Preferred Securities Guarantee or exercising any
trust or power conferred upon the Preferred Securities Guarantee Trustee
under this Preferred Securities Guarantee.

                  (b) If the Preferred Securities Guarantee Trustee fails to
enforce this Preferred Securities Guarantee, any Holder may institute a legal
proceeding directly against the Guarantor to enforce its rights under this
Preferred Securities Guarantee, without first instituting a legal proceeding
against the Issuer, the Preferred Securities Guarantee Trustee or any other
Person. Notwithstanding the foregoing, if the Guarantor has failed to make a
Guarantee Payment, a Holder may directly institute a proceeding against the
Guarantor for enforcement of the Preferred Securities Guarantee for such
payment. The Guarantor waives any right or remedy to require that any action
on this Preferred Securities Guarantee be brought first against the Issuer or
any other person or entity before proceeding directly against the Guarantor.

SECTION 5.5    GUARANTEE OF PAYMENT

                  This Preferred Securities Guarantee creates a guarantee of
payment and not of collection.

SECTION 5.6    SUBROGATION

                  The Guarantor shall be subrogated to all rights, if any, of
the Holders against the Issuer in respect of any amounts paid to such Holders
by the Guarantor under this Preferred Securities Guarantee; provided,
however, that the Guarantor shall not (except to the extent required by
mandatory provisions of law) be entitled to enforce or exercise any right
that it may acquire by way of subrogation or any indemnity, reimbursement or
other agreement, in all cases as a result of payment under this Preferred
Securities Guarantee, if, at the time of any such payment, any amounts are
due and unpaid under this Preferred Securities Guarantee. If any amount shall
be paid to the Guarantor in violation of the preceding sentence, the
Guarantor agrees to hold such amount in trust for the Holders and to pay over
such amount to the Holders.

SECTION 5.7    INDEPENDENT OBLIGATIONS

                  The Guarantor acknowledges that its obligations hereunder
are independent of the obligations of the Issuer with respect to the
Preferred Securities, and that the Guarantor shall be liable as principal and
as debtor hereunder to make Guarantee Payments pursuant to the terms of this
Preferred Securities Guarantee


                                       17


notwithstanding the occurrence of any event referred to in subsections (a)
through (g), inclusive, of Section 5.3.

                                   ARTICLE VI
                                  SUBORDINATION

                  This Preferred Securities Guarantee will constitute an
unsecured obligation of the Guarantor and will rank (i) subordinate and junior
in right of payment to all other liabilities of the Guarantor, except those
obligations or liabilities ranking equal or subordinate to the Preferred
Securities Guarantee by their terms, (ii) equally with any other securities,
liabilities or obligations that may have equal ranking by their terms; and (iii)
senior to the Guarantor's Common Stock, $0.10 par value.

                                   ARTICLE VII
                                   TERMINATION

                  This Preferred Securities Guarantee shall terminate upon (i)
the distribution of the Debentures to all Holders or (ii) full payment of the
amounts payable in accordance with the Declaration upon liquidation of the
Issuer. Notwithstanding the foregoing, this Preferred Securities Guarantee will
continue to be effective or will be reinstated, as the case may be, if at any
time any Holder must restore payment of any sums paid under the Preferred
Securities or under this Preferred Securities Guarantee.


                                  ARTICLE VIII
                                 INDEMNIFICATION

SECTION 8.1    EXCULPATION

                  (a) No Indemnified Person shall be liable, responsible or
accountable in damages or otherwise to the Guarantor or any Covered Person for
any loss, damage or claim incurred by reason of any act or omission performed or
omitted by such Indemnified Person in good faith in accordance with this
Preferred Securities Guarantee and in a manner that such Indemnified Person
reasonably believed to be within the scope of the authority conferred on such
Indemnified Person by this Preferred Securities Guarantee or by law, except that
an Indemnified Person shall be liable for any such loss, damage or claim
incurred by reason of such Indemnified


                                       18


Person's negligence, bad faith or willful misconduct with respect to such
acts or omissions.

                  (b) An Indemnified Person shall be fully protected in
relying in good faith upon the records of the Guarantor and upon such
information, opinions, reports or statements presented to the Guarantor by
any Person as to matters the Indemnified Person reasonably believes are
within such other Person's professional or expert competence and who has been
selected with reasonable care by or on behalf of the Guarantor, including
information, opinions, reports or statements as to the value and amount of
the assets, liabilities, profits, losses, or any other facts pertinent to the
existence and amount of assets from which Distributions to Holders might
properly be paid.

SECTION 8.2    INDEMNIFICATION

                  (a) To the fullest extent permitted by applicable law, the
Guarantor agrees to indemnify and hold harmless each Indemnified Person from
and against any and all loss, damage, claim, liability or expense incurred by
such Indemnified Person by reason of any act or omission performed or omitted
by such Indemnified Person in good faith in accordance with this Preferred
Securities Guarantee and in a manner such Indemnified Person reasonably
believed to be within the scope of authority conferred on such Indemnified
Person by this Preferred Securities Guarantee, except that no Indemnified
Person shall be entitled to be indemnified in respect of any loss, damage,
claim, liability or expense incurred by such Indemnified Person by reason of
negligence, bad faith or willful misconduct with respect to such acts or
omissions.

                  (b) To the fullest extent permitted by applicable law,
reasonable out-of- pocket expenses (including reasonable legal fees) incurred
by an Indemnified Person in defending any claim, demand, action, suit or
proceeding shall, from time to time, be advanced by the Guarantor prior to
the final disposition of such claim, demand, action, suit or proceeding upon
receipt by the Guarantor of an undertaking by or on behalf of the Indemnified
Person to repay such amount if it shall be determined that the Indemnified
Person is not entitled to be indemnified as authorized in Section 8.2(a).

                  (c) The provisions set forth in this Section 8.2 shall
survive the termination of the Preferred Securities Guarantee and any
resignation or removal of the Preferred Securities Guarantee Trustee.


                                       19



                                   ARTICLE IX
                                  MISCELLANEOUS

SECTION 9.1    SUCCESSORS AND ASSIGNS

                  All guarantees and agreements contained in this Preferred
Securities Guarantee shall bind the successors, assigns, receivers, trustees
and representatives of the Guarantor and shall inure to the benefit of the
Holders of the Preferred Securities then outstanding.

SECTION 9.2    AMENDMENTS

                  Except with respect to any changes that do not adversely
affect the rights of Holders (in which case no consent of Holders will be
required), this Preferred Securities Guarantee may only be amended with the
prior approval of the Holders of at least a Majority in liquidation amount of
the outstanding Preferred Securities. The provisions of Section 12.2 of the
Declaration with respect to meetings of Holders apply to the giving of such
approval.

SECTION 9.3    NOTICES

                  All notices provided for in this Preferred Securities
Guarantee shall be in writing, duly signed by the party giving such notice, and
shall be delivered by registered or certified mail, as follows:

                  (a) If given to the Preferred Securities Guarantee Trustee, at
the Preferred Securities Guarantee Trustee's mailing address set forth below (or
such other address as the Preferred Securities Guarantee Trustee may give notice
of to the Holders of the Preferred Securities):

                  [                 ]



                  (b) If given to the Guarantor, at the Guarantor's mailing
address set forth below (or such other address as the Guarantor may give notice
of to the Holders):

                  CCC Information Services Group Inc.
                  World Trade Center Chicago
                  444 Merchandise Mart
                  Chicago, Illinois 60654


                                       20


                  Attention: Reid E. Simpson

                  with a copy to:

                  Skadden, Arps, Slate, Meagher & Flom (Illinois)
                  333 West Wacker Drive
                  Chicago, Illinois 60606
                  Attention: Peter C. Krupp, Esq.

                  (c) If given to any Holder, at the address set forth on the
books and records of the Issuer.

                  All such notices shall be deemed to have been given when
received in person, or mailed by first class mail, postage prepaid except
that if a notice or other document is refused delivery or cannot be delivered
because of a changed address of which no notice was given, such notice or
other document shall be deemed to have been delivered on the date of such
refusal or inability to deliver.

SECTION 9.4    BENEFIT

                  This Preferred Securities Guarantee is solely for the benefit
of the Holders and, subject to Section 3.1(a), is not separately transferable
from the Preferred Securities.

SECTION 9.5    GOVERNING LAW

                  THIS PREFERRED SECURITIES GUARANTEE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO ITS PRINCIPLES OF CONFLICTS OF LAWS.

                                       21



                  THIS PREFERRED SECURITIES GUARANTEE is executed as of the day
and year first above written.

                                     CCC INFORMATION SERVICES
                                     GROUP INC.,
                                     as Guarantor


                                     By:
                                          ---------------------------------
                                           Name:
                                           Title:



                                     [                     ],
                                     as Preferred Securities Guarantee Trustee


                                     By:
                                          ---------------------------------
                                           Name:
                                           Title:







                                       22

EX-4.11

- --------------------------------------------------------------------------------




                  COMMON SECURITIES GUARANTEE AGREEMENT

                           CCCISG CAPITAL TRUST

                       DATED AS OF _________, 200_




- --------------------------------------------------------------------------------






                             TABLE OF CONTENTS




                                                                                  Page
                                                                                  ----
                                                                               
ARTICLE I
        DEFINITIONS AND INTERPRETATIONS..............................................2

ARTICLE II
        GUARANTEE....................................................................4
        SECTION 2.1    GUARANTEE.....................................................4
        SECTION 2.2    WAIVER OF NOTICE AND DEMAND...................................4
        SECTION 2.3    OBLIGATIONS NOT AFFECTED......................................4
        SECTION 2.4    RIGHTS OF HOLDERS.............................................5
        SECTION 2.5    GUARANTEE OF PAYMENT..........................................6
        SECTION 2.6    SUBROGATION...................................................6
        SECTION 2.7    INDEPENDENT OBLIGATIONS.......................................6

ARTICLE III
        SUBORDINATION ...............................................................6

ARTICLE IV
        TERMINATION..................................................................7

ARTICLE V
        MISCELLANEOUS................................................................7
        SECTION 5.1    SUCCESSORS AND ASSIGNS........................................7
        SECTION 5.2    AMENDMENTS....................................................7
        SECTION 5.3    NOTICES.......................................................7
        SECTION 5.4    BENEFIT.......................................................8
        SECTION 5.5    GOVERNING LAW.................................................8


                                        i





                      COMMON SECURITIES GUARANTEE AGREEMENT

        This GUARANTEE AGREEMENT (the "Common Securities Guarantee"), dated as
of _______, 200_ is executed and delivered by CCC Information Services Group
Inc., a Delaware corporation (the "Guarantor") for the benefit of the Holders
(as defined herein) from time to time of the Common Securities (as defined
herein) of CCCISG Capital Trust, a Delaware statutory business trust (the
"Issuer").

        WHEREAS, pursuant to an Amended and Restated Declaration of Trust (the
"Declaration"), dated as of _______, 200_ among the trustees of the Issuer named
therein, the Guarantor, as sponsor, and the holders from time to time of
undivided beneficial interests in the assets of the Issuer, the Issuer is
issuing on the date hereof _______ preferred securities, liquidation amount
$____ per preferred security, having an aggregate liquidation amount of $_______
designated the % Preferred Securities (the "Preferred Securities");

        WHEREAS, pursuant to the Declaration, the Issuer is issuing on the date
hereof _______ common securities, liquidation amount $ per common security,
having an aggregate liquidation amount of $_______ designated the % Common
Securities (the "Common Securities");

        WHEREAS, as incentive for the Holders to purchase the Common Securities,
the Guarantor desires irrevocably and unconditionally to agree, to the extent
set forth in this Common Securities Guarantee, to pay to the Holders the
Guarantee Payments (as defined herein) and to make certain other payments on the
terms and conditions set forth herein; and

        WHEREAS, the Guarantor is also executing and delivering a guarantee
agreement (the "Preferred Securities Guarantee") in substantially identical
terms to this Common Securities Guarantee for the benefit of the holders of the
Preferred Securities, except that if an event of default under the Indenture (as
defined herein), has occurred and is continuing, the rights of Holders of the
Common Securities to receive Guarantee Payments under this Common Securities
Guarantee are subordinated to the rights of holders to receive Guarantee
Payments under the Preferred Securities Guarantee.

        NOW, THEREFORE, in consideration of the purchase by each Holder, which
purchase the Guarantor hereby agrees shall benefit the Guarantor, the Guarantor
executes and delivers this Common Securities Guarantee for the benefit of the
Holders.







                                    ARTICLE I
                         DEFINITIONS AND INTERPRETATIONS

        In this Common Securities Guarantee, unless the context otherwise
requires:

        (a)    capitalized terms used in this Common Securities Guarantee but
               not defined in the preamble above have the respective meanings
               assigned to them in this Article I;

        (b)    a term defined anywhere in this Common Securities Guarantee has
               the same meaning throughout;

        (c)    all references to "the Common Securities Guarantee" or "this
               Common Securities Guarantee" are to this Common Securities
               Guarantee as modified, supplemented or amended from time to time;

        (d)    all references in this Common Securities Guarantee to Articles
               and Sections are to Articles and Sections of this Common
               Securities Guarantee, unless otherwise specified;

        (e)    a term defined in the Trust Indenture Act has the same meaning
               when used in this Common Securities Guarantee, unless otherwise
               defined in this Common Securities Guarantee or unless the context
               otherwise requires; and

        (f)    a reference to the singular includes the plural and vice versa.


        "Affiliate" has the same meaning as given in the Indenture.

        "Debenture Issuer" means the Guarantor in its capacity as the issuer of
the Debentures.

        "Debentures" means the series of debentures of the Guarantor designated
             [ ] held by the Property Trustee (as defined in the Declaration) of
             the Issuer.

        "Distribution" has the same meaning as given in the Declaration.

        "Event of Default" means a default by the Guarantor on any of its
payment or other obligations under this Common Securities Guarantee.


                                        2




        "Guarantee Payments" means the following payments or distributions,
without duplication, with respect to the Common Securities, to the extent not
paid or made by the Issuer:

               (i) any accrued and unpaid Distributions (as defined in the
        Declaration) that are required to be paid on such Common Securities to
        the extent the Issuer shall have funds available therefor, and

               (ii) upon a voluntary or involuntary dissolution, winding-up or
        termination of the Issuer (other than in connection with the
        distribution of Debentures to the Holders in exchange for Common
        Securities as provided in the Declaration), the lesser of (a) the
        aggregate of the liquidation amount of such Common Securities plus all
        accrued and unpaid Distributions on such Common Securities to and
        including the date of payment, to the extent the Issuer shall have funds
        available therefor, and (b) the amount of assets of the Issuer remaining
        available for distribution to Holders in liquidation of the Issuer
        (amounts in clause (a) or (b), the "Liquidation Distribution").

               If an event of default under the Indenture has occurred and is
        continuing, the rights of Holders of the Common Securities to receive
        payments under this Common Securities Guarantee Agreement are
        subordinated to the rights of holders of Preferred Securities to receive
        Guarantee Payments under the Preferred Securities Guarantee Agreement.

        "Holder" shall mean any holder, as registered on the books and records
of the Issuer, of any Common Securities.

        "Indenture" has the same meaning as given in the Declaration.

        "Majority in liquidation amount of the Common Securities" means, except
as provided by the Trust Indenture Act, a vote by Holders of Common Securities,
voting separately as a class, of more than 50% of the aggregate liquidation
amount (including the stated amount that would be paid on liquidation or
otherwise) of all Common Securities.



                                        3





                                   ARTICLE II
                                    GUARANTEE

SECTION 2.1    GUARANTEE

        The Guarantor irrevocably and unconditionally agrees to pay in full to
the Holders the Guarantee Payments (without duplication of amounts theretofore
paid by the Issuer), as and when due, regardless of any defense, right of
set-off or counterclaim that the Issuer may have or assert. The Guarantor s
obligation to make a Guarantee Payment may be satisfied by direct payment of the
required amounts by the Guarantor to the Holders or by causing the Issuer to pay
such amounts to the Holders.

        If an event of default under the Indenture has occurred and is
continuing, the rights of Holders of the Common Securities to receive Guarantee
Payments under this Common Securities Guarantee are subordinated to the rights
of holders to receive Guarantee Payments under the Preferred Securities
Guarantee.

SECTION 2.2    WAIVER OF NOTICE AND DEMAND

        The Guarantor hereby waives notice of acceptance of this Common
Securities Guarantee and of any liability to which it applies or may apply,
presentment, demand for payment, any right to require a proceeding first against
the Issuer or any other Person before proceeding against the Guarantor, protest,
notice of nonpayment, notice of dishonor, notice of redemption and all other
notices and demands.

SECTION 2.3    OBLIGATIONS NOT AFFECTED

        The obligations, covenants, agreements and duties of the Guarantor under
this Common Securities Guarantee shall in no way be affected or impaired by
reason of the happening from time to time of any of the following:

               (a) the release or waiver, by operation of law or otherwise, of
        the performance or observance by the Issuer of any express or implied
        agreement, covenant, term or condition relating to the Common Securities
        to be performed or observed by the Issuer;

               (b) any failure, omission, delay or lack of diligence on the part
        of the Holders to enforce, assert or exercise any right, privilege,
        power or remedy conferred on the Holders pursuant to the terms of the
        Common Securities, or any action on the part of the Issuer granting
        indulgence or extension of any kind;



                                        4






               (c) the voluntary or involuntary liquidation, dissolution, sale
        of any collateral, receivership, insolvency, bankruptcy, assignment for
        the benefit of creditors, reorganization, arrangement, composition or
        readjustment of debt of, or other similar proceedings affecting, the
        Issuer or any of the assets of the Issuer;

               (d) any invalidity of, or defect or deficiency in, the Common
        Securities;

               (e) the settlement or compromise of any obligation guaranteed
        hereby or hereby incurred; or

               (f) any other circumstance whatsoever that might otherwise
        constitute a legal or equitable discharge or defense of a guarantor, it
        being the intent of this Section 2.3 that the obligations of the
        Guarantor hereunder shall be absolute and unconditional under any and
        all circumstances.

        There shall be no obligation of the Holders to give notice to, or obtain
the consent of, the Guarantor with respect to the happening of any of the
foregoing.

SECTION 2.4    RIGHTS OF HOLDERS

        (a) The Holders of a Majority in liquidation amount of Common Securities
may by vote, on behalf of the Holders of all of the Common Securities, waive any
past Event of Default and its consequences. Upon such waiver, any such Event of
Default shall cease to exist, and any Event of Default arising therefrom shall
be deemed to have been cured, for every purpose of this Common Securities
Guarantee, but no such waiver shall extend to any subsequent or other default or
Event of Default or impair any right consequent thereon.

        (b) Any Holder may institute a legal proceeding directly against the
Guarantor to enforce its rights under this Common Securities Guarantee, without
first instituting a legal proceeding against the Issuer or any other Person.
Notwithstanding the foregoing, if the Guarantor has failed to make a Guarantee
Payment, a Holder may directly institute a proceeding against the Guarantor for
enforcement of the Common Securities Guarantee for such payment. The Guarantor
waives any right or remedy to require that any action on this Common Securities
Guarantee be brought first against the Issuer or any other person or entity
before proceeding directly against the Guarantor.



                                        5





SECTION 2.5    GUARANTEE OF PAYMENT

        This Common Securities Guarantee creates a guarantee of payment and not
of collection.

SECTION 2.6    SUBROGATION

        The Guarantor shall be subrogated to all rights, if any, of the Holders
against the Issuer in respect of any amounts paid to such Holders by the
Guarantor under this Common Securities Guarantee; provided, however, that the
Guarantor shall not (except to the extent required by mandatory provisions of
law) be entitled to enforce or exercise any right that it may acquire by way of
subrogation or any indemnity, reimbursement or other agreement, in all cases as
a result of payment under this Common Securities Guarantee, if, at the time of
any such payment, any amounts are due and unpaid under this Common Securities
Guarantee. If any amount shall be paid to the Guarantor in violation of the
preceding sentence, the Guarantor agrees to hold such amount in trust for the
Holders and to pay over such amount to the Holders.

SECTION 2.7    INDEPENDENT OBLIGATIONS

        The Guarantor acknowledges that its obligations hereunder are
independent of the obligations of the Issuer with respect to the Common
Securities, and that the Guarantor shall be liable as principal and as debtor
hereunder to make Guarantee Payments pursuant to the terms of this Common
Securities Guarantee notwithstanding the occurrence of any event referred to in
subsections (a) through (f), inclusive, of Section 2.3 hereof.

                                   ARTICLE III
                                  SUBORDINATION

       This Common Securities Guarantee will constitute an unsecured obligation
of the Guarantor and will rank (i) subordinate and junior in right of payment to
all other liabilities of the Guarantor, except those obligations or liabilities
ranking equal or subordinate to the Common Securities Guarantee by their terms,
(ii) equally with any other securities, liabilities or obligations that may have
equal ranking by their terms; and (iii) senior to the Guarantor's Common Stock,
$0.10 par value.


                                       6





                                   ARTICLE IV
                                   TERMINATION

        This Common Securities Guarantee shall terminate upon (i) the
distribution of the Debentures to all Holders or (ii) full payment of the
amounts payable in accordance with the Declaration upon liquidation of the
Issuer. Notwithstanding the foregoing, this Common Securities Guarantee will
continue to be effective or will be reinstated, as the case may be, if at any
time any Holder must restore payment of any sums paid under the Common
Securities or under this Common Securities Guarantee.

                                    ARTICLE V
                                  MISCELLANEOUS

SECTION 5.1    SUCCESSORS AND ASSIGNS

        All guarantees and agreements contained in this Common Securities
Guarantee shall bind the successors, assigns, receivers, trustees and
representatives of the Guarantor and shall inure to the benefit of the Holders
of the Common Securities then outstanding.

SECTION 5.2    AMENDMENTS

        Except with respect to any changes that do not adversely affect the
rights of Holders (in which case no consent of Holders will be required), this
Common Securities Guarantee may only be amended with the prior approval of the
Holders of at least a Majority in liquidation amount of the outstanding Common
Securities. The provisions of Section 12.2 of the Declaration with respect to
meetings of Holders apply to the giving of such approval.

SECTION 5.3    NOTICES

        All notices provided for in this Common Securities Guarantee shall be in
writing, duly signed by the party giving such notice, and shall be delivered by
registered or certified mail, as follows:

               (a) If given to the Guarantor, at the Guarantor's mailing address
        set forth below (or such other address as the Guarantor may give notice
        of to the Holders):

              CCC Information Services Group Inc.
              World Trade Center Chicago


                                        7





              444 Merchandise Mart
              Chicago, Illinois 60654
              Attention: Reid E. Simpson

              with a copy to:

              Skadden, Arps, Slate, Meagher & Flom (Illinois)
              333 West Wacker Drive
              Chicago, Illinois 60606
              Attention: Peter C. Krupp, Esq.

        (b) If given to any Holder, at the address set forth on the books and
records of the Issuer.

        All such notices shall be deemed to have been given when received in
person, or mailed by first class mail, postage prepaid except that if a notice
or other document is refused delivery or cannot be delivered because of a
changed address of which no notice was given, such notice or other document
shall be deemed to have been delivered on the date of such refusal or inability
to deliver.

SECTION 5.4    BENEFIT

        This Common Securities Guarantee is solely for the benefit of the
Holders and is not separately transferable from the Preferred Securities.

SECTION 5.5    GOVERNING LAW

        THIS COMMON SECURITIES GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS
PRINCIPLES OF CONFLICTS OF LAWS.



                                        8





        THIS COMMON SECURITIES GUARANTEE is executed as of the day and year
first above written.

                                             CCC INFORMATION SERVICES
                                             GROUP INC.,
                                             as Guarantor


                                             By:  __________________________
                                                  Name:
                                                  Title:



                                        9

EX-4.18

                             CERTIFICATE OF TRUST OF
                                CCC CAPITAL TRUST


     This Certificate of Trust of CCC Capital Trust (the "Trust"), dated
February 12, 2001, is being duly executed and filed by the undersigned, as
trustees, to form a business trust under the Delaware Business Trust Act (12
Del. C. Sections 3801 et seq.) (The "Act").

     1. NAME. The name of the business trust formed hereby is CCC Capital Trust.

     2. DELAWARE TRUSTEE. The name and business address of the trustee of the
        Trust with a principal place of business in the State of Delaware are:
        Wilmington Trust Company, Rodney Square North, 1100 North Market Street,
        Wilmington, Delaware 19890-0001, Attention: Corporate Trust
        Administration.

     3. EFFECTIVE DATE. This Certificate of Trust shall be effective as of
        February 12, 2001.






     IN WITNESS WHEREOF, the undersigned, being the trustees of the Trust, have
executed this Certificate of Trust as of the date first above written.


                                 REID E. SIMPSON, not in his individual
                                 capacity but solely as Trustee


                                   /s/ Reid E. Simpson
                                 ----------------------------------------------


                                 ROBERT GUTTMAN, not in his individual capacity
                                 but solely as Trustee


                                    /s/ Robert Guttman
                                 -----------------------------------------------



                                 WILMINGTON TRUST COMPANY, not in its individual
                                 capacity but solely as Trustee


                                 By:      /s/ Donald G. MacKelcan
                                    -------------------------------------
                                 Name:  Donald G. MacKelcan
                                 Title: Vice President

EX-4.19

                              DECLARATION OF TRUST


               This Declaration of Trust, dated as of February 12, 2001, by and
among CCC Information Services Group Inc., a Delaware corporation, as "Sponsor,"
and Reid E. Simpson, Robert Guttman and Wilmington Trust Company (the "Property
Trustee"), acting hereunder not in their individual capacities but solely as
"Trustees." The Sponsor and the Trustees hereby agree as follows:

               1. The trust created hereby (the "Trust") shall be known as "CCC
Capital Trust" in which name the Trustees, or the Sponsor to the extent provided
herein, may conduct the business of the Trust, make and execute contracts on
behalf of the Trust and sue and be sued on behalf of the Trust.

               2. The Sponsor hereby assigns, transfers, conveys and sets over
to the Property Trustee on behalf of the Trust the sum of $10. The Trustees
hereby acknowledge receipt of such amount in trust from the Sponsor, which
amount shall constitute the initial trust estate. The Trustees hereby declare
that they will hold the trust estate in trust for the Sponsor. It is the
intention of the parties hereto that the Trust created hereby constitute a
business trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C.
Sections 3801 et seq. (the "Business Trust Act"), and that this document
constitutes the governing instrument of the Trust. The Trustees are hereby
authorized and directed to execute and file a certificate of trust with the
Secretary of State of the State of Delaware in accordance with the provisions of
the Business Trust Act.

               3. The Sponsor and the Trustees will enter into an Amended and
Restated Declaration of Trust, satisfactory to each such party, to provide for
the contemplated operation of the Trust created hereby and the issuance of the
Trust Preferred Securities and Trust Common Securities referred to therein.
Prior to the execution and delivery of such Amended and Restated Declaration of
Trust, the Trustees shall not have any duty or obligation hereunder or with
respect to the trust estate, except as otherwise required by applicable law or
as may be necessary to obtain prior to such execution and delivery of any
licenses, consents or approvals required by applicable law or otherwise.

               4. The Sponsor and the Trustees hereby authorize and direct the
Sponsor, as the sponsor of the Trust, to execute, if necessary, a Securities
Purchase Agreement (the "Securities Purchase Agreement") in final form prepared
by the Sponsor, in relation to the offering and sale of Trust Preferred
Securities to certain prospective investors, as contemplated by the Securities
Purchase Agreement. In connection with the foregoing, the Sponsor and each
Trustee, solely in its capacity as Trustee of the Trust, hereby constitutes and
appoints Reid E. Simpson and Robert Guttman and each of them, as his or its, as
the case may be, true and lawful attorneys-in-fact and agents, with full power
of substitution, for the Sponsor or in the Sponsor's name, place and stead, in
any and all capacities, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as the Sponsor might or




could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their respective substitute or
substitutes, shall do or cause to be done by virtue hereof.

               5. This Declaration of Trust may be executed in one or more
counterparts.

               6. The number of Trustees initially shall be three (3), and,
thereafter, the number of Trustees shall be such number as shall be fixed from
time to time by a written instrument signed by the Sponsor which may increase or
decrease the number of Trustees; PROVIDED, HOWEVER, that to the extent required
by the Business Trust Act, one Trustee shall either be a natural person who is a
resident of the State of Delaware or, if not a natural person, an entity which
has its principal place of business in the State of Delaware and otherwise meets
the requirements of applicable Delaware law. Subject to the foregoing, the
Sponsor is entitled to appoint or remove without cause any Trustee at any time.
A Trustee may resign upon 30 days' prior notice to the Sponsor.

               7. This Declaration of Trust shall be governed by, and construed
in accordance with, the laws of the State of Delaware (without regard to
conflict of laws principles).


                                       2




               IN WITNESS WHEREOF, the parties hereto have caused this
Declaration of Trust to be executed as of the day and year first above written.

                                  CCC INFORMATION SERVICES GROUP INC.,
                                  as Sponsor


                                  By: /s/ Robert Guttman
                                      ---------------------------------
                                  Name:  Robert Guttman
                                  Title: General Counsel and Secretary



                                  REID E. SIMPSON, not in his individual
                                  capacity but solely as Trustee

                                  /s/ Reid E. Simpson
                                  -------------------------------------




                                  ROBERT GUTTMAN, not in his individual capacity
                                  but solely as Trustee


                                  /s/ Robert Guttman
                                  -------------------------------------



                                  WILMINGTON TRUST COMPANY, not in its
                                  individual capacity but solely as Trustee


                                  By: /s/ Donald G. MacKelcan
                                      ---------------------------------
                                  Name:  Donald G. MacKelcan
                                  Title: Vice President

EX-4.20

- -------------------------------------------------------------------------------

                    AMENDED AND RESTATED DECLARATION OF TRUST



                                CCC CAPITAL TRUST




                          DATED AS OF FEBRUARY 23, 2001


- -------------------------------------------------------------------------------








                                TABLE OF CONTENTS



                                                                                                      PAGE
                                                                                                      ----
                                                                                                    
ARTICLE I INTERPRETATION AND DEFINITIONS................................................................1

         SECTION 1.1       DEFINITIONS..................................................................1

ARTICLE II TRUST INDENTURE ACT..........................................................................9

         SECTION 2.1       TRUST INDENTURE ACT; APPLICATION.............................................9

         SECTION 2.2       LISTS OF HOLDERS OF SECURITIES...............................................9

         SECTION 2.3       REPORTS BY THE PROPERTY TRUSTEE.............................................10

         SECTION 2.4       PERIODIC REPORTS TO PROPERTY TRUSTEE........................................10

         SECTION 2.5       EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT............................10

         SECTION 2.6       DECLARATION EVENTS OF DEFAULT; WAIVER.......................................10

         SECTION 2.7       EVENT OF DEFAULT; NOTICE....................................................12

ARTICLE III ORGANIZATION...............................................................................12

         SECTION 3.1       NAME........................................................................12

         SECTION 3.2       OFFICE......................................................................12

         SECTION 3.3       PURPOSE.....................................................................12

         SECTION 3.4       AUTHORITY...................................................................13

         SECTION 3.5       TITLE TO PROPERTY OF THE TRUST..............................................13

         SECTION 3.6       POWERS AND DUTIES OF THE ADMINISTRATIVE TRUSTEES............................13

         SECTION 3.7       PROHIBITION OF ACTIONS BY THE TRUST AND THE TRUSTEES........................16

         SECTION 3.8       POWERS AND DUTIES OF THE PROPERTY TRUSTEE...................................17

         SECTION 3.9       CERTAIN DUTIES AND RESPONSIBILITIES OF THE PROPERTY TRUSTEE.................19

         SECTION 3.10      CERTAIN RIGHTS OF PROPERTY TRUSTEE..........................................21

         SECTION 3.11      DELAWARE TRUSTEE............................................................23

         SECTION 3.12      NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES......................23

         SECTION 3.13      DURATION OF TRUST...........................................................23

         SECTION 3.14      MERGERS.....................................................................23

ARTICLE IV SPONSOR.....................................................................................25

         SECTION 4.1       SPONSOR'S PURCHASE OF TRUST COMMON SECURITIES...............................25

         SECTION 4.2       RESPONSIBILITIES OF THE SPONSOR.............................................25

ARTICLE V TRUSTEES ................................................................................... 26

         SECTION 5.1       NUMBER OF TRUSTEES..........................................................26


                                                            i


         SECTION 5.2       DELAWARE TRUSTEE............................................................26

         SECTION 5.3       PROPERTY TRUSTEE; ELIGIBILITY...............................................26

         SECTION 5.4       QUALIFICATIONS OF ADMINISTRATIVE TRUSTEES AND DELAWARE TRUSTEE GENERALLY....27

         SECTION 5.5       INITIAL ADMINISTRATIVE TRUSTEES.............................................27

         SECTION 5.6       APPOINTMENT, REMOVAL AND RESIGNATION OF TRUSTEES............................28

         SECTION 5.7       VACANCIES AMONG TRUSTEES....................................................29

         SECTION 5.8       EFFECT OF VACANCIES.........................................................30

         SECTION 5.9       MEETINGS....................................................................30

         SECTION 5.10      DELEGATION OF POWER.........................................................30

         SECTION 5.11      MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.................31

ARTICLE VI DISTRIBUTIONS...............................................................................31

         SECTION 6.1       DISTRIBUTIONS...............................................................31

ARTICLE VII ISSUANCE OF SECURITIES.....................................................................31

         SECTION 7.1       GENERAL PROVISIONS REGARDING SECURITIES.....................................31

         SECTION 7.2       EXECUTION AND AUTHENTICATION................................................32

         SECTION 7.3       FORM AND DATING.............................................................33

         SECTION 7.4       PAYING AGENT................................................................33

         SECTION 7.5       PAYING AGENT TO HOLD MONEY IN TRUST.........................................33

         SECTION 7.6       REPLACEMENT CERTIFICATES....................................................34

         SECTION 7.7       OUTSTANDING TRUST PREFERRED SECURITIES......................................34

         SECTION 7.8       TRUST PREFERRED SECURITIES IN TREASURY......................................34

         SECTION 7.9       CANCELLATION................................................................35

ARTICLE VIII TERMINATION OF TRUST......................................................................35

         SECTION 8.1       TERMINATION OF TRUST........................................................35

ARTICLE IX TRANSFER AND EXCHANGE.......................................................................36

         SECTION 9.1       GENERAL.....................................................................36

         SECTION 9.2       TRANSFER PROCEDURES AND RESTRICTIONS........................................37

         SECTION 9.3       DEEMED SECURITY HOLDERS.....................................................39

ARTICLE X LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS.........................40

         SECTION 10.1      LIABILITY...................................................................40


                                                           ii


         SECTION 10.2      EXCULPATION.................................................................40

         SECTION 10.3      FIDUCIARY DUTY..............................................................41

         SECTION 10.4      INDEMNIFICATION.............................................................42

         SECTION 10.5      OUTSIDE BUSINESSES..........................................................44

         SECTION 10.6      COMPENSATION; FEES..........................................................45

ARTICLE XI ACCOUNTING..................................................................................45

         SECTION 11.1      FISCAL YEAR.................................................................45

         SECTION 11.2      CERTAIN ACCOUNTING MATTERS..................................................45

         SECTION 11.3      BANKING.....................................................................46

         SECTION 11.4      WITHHOLDING.................................................................46

ARTICLE XII AMENDMENTS AND MEETINGS....................................................................47

         SECTION 12.1      AMENDMENTS..................................................................47

         SECTION 12.2      MEETINGS OF THE HOLDERS OF SECURITIES; ACTION BY WRITTEN CONSENT............48

ARTICLE XIII REPRESENTATIONS OF PROPERTY TRUSTEE AND DELAWARE TRUSTEE..................................49

         SECTION 13.1      REPRESENTATIONS AND WARRANTIES OF PROPERTY TRUSTEE..........................49

         SECTION 13.2      REPRESENTATIONS AND WARRANTIES OF DELAWARE TRUSTEE..........................50

ARTICLE XIV MISCELLANEOUS..............................................................................51

         SECTION 14.1      NOTICES.....................................................................51

         SECTION 14.2      GOVERNING LAW...............................................................52

         SECTION 14.3      INTENTION OF THE PARTIES....................................................52

         SECTION 14.4      HEADINGS....................................................................52

         SECTION 14.5      SUCCESSORS AND ASSIGNS......................................................52

         SECTION 14.6      PARTIAL ENFORCEABILITY......................................................52

         SECTION 14.7      COUNTERPARTS................................................................53





                                                    iii



                              ANNEXES AND EXHIBITS


ANNEX I          TERMS OF TRUST PREFERRED SECURITIES AND TRUST COMMON SECURITIES

EXHIBIT A-1      FORM OF TRUST PREFERRED SECURITY

EXHIBIT A-2      FORM OF TRUST COMMON SECURITY

EXHIBIT B        SPECIMEN OF NOTE




                                           iv





                              AMENDED AND RESTATED
                              DECLARATION OF TRUST
                                       OF
                                CCC CAPITAL TRUST

                                February 23, 2001


         AMENDED AND RESTATED DECLARATION OF TRUST (this "Declaration"), dated
and effective as of February 23, 2001, by the undersigned trustees (together
with all other Persons from time to time duly appointed and serving as trustees
in accordance with the provisions of this Declaration, the "Trustees"), CCC
Information Services Group Inc., a Delaware corporation, as trust sponsor (the
"Sponsor"), and by the holders, from time to time, of undivided beneficial
interests in the Trust issued pursuant to this Declaration.

         WHEREAS, the Trustees and the Sponsor established CCC Capital Trust
(the "Trust"), a business trust under the Business Trust Act (as defined herein)
pursuant to a Declaration of Trust, dated as of February 12, 2001 (the "Original
Declaration"), and a Certificate of Trust filed with the Secretary of State of
the State of Delaware on February 12, 2001, for the sole purpose of issuing and
selling certain securities representing undivided beneficial interests in the
assets of the Trust and investing the proceeds thereof in certain Notes (as
defined herein) of the Note Issuer (as defined herein);

         WHEREAS, as of the date hereof, no interests in the Trust have been
issued;

         WHEREAS, it is the intention of the parties hereto that the Trust be
treated as a partnership for United States federal income tax purposes; and

         WHEREAS, all of the Trustees and the Sponsor, by this Declaration,
amend and restate each and every term and provision of the Original Declaration.

         NOW, THEREFORE, it being the intention of the parties hereto to
continue the Trust as a business trust under the Business Trust Act and that
this Declaration constitutes the governing instrument of such business trust,
the Trustees declare that all assets contributed to the Trust will be held in
trust for the benefit of the holders, from time to time, of the securities
representing undivided beneficial interests in the assets of the Trust issued
hereunder, subject to the provisions of this Declaration.

                                   ARTICLE I

                         INTERPRETATION AND DEFINITIONS

         Section 1.1 DEFINITIONS. Unless the context otherwise requires:

                (a) capitalized terms used in this Declaration but not defined
in the preamble above have the respective meanings assigned to them in this
Section 1.1;




                (b) a term defined anywhere in this Declaration has the same
meaning throughout;

                (c) all references to "the Declaration," "this Declaration" or
"herein" are to this Declaration as modified, supplemented or amended from time
to time and shall be deemed to include references to Annex I hereto to the
extent applicable;

                (d) all references in this Declaration to Articles, Sections,
Annexes and Exhibits are to Articles, Sections, Annexes and Exhibits to this
Declaration unless otherwise specified;

                (e) a term defined in the Trust Indenture Act has the same
meaning when used in this Declaration unless otherwise defined in this
Declaration or unless the context otherwise requires; and

                (f) a reference to the singular includes the plural and vice
versa.

"ADDITIONAL INTEREST" means, if the Trust or the Property Trustee is required to
pay any taxes, duties, assessments or governmental charges of whatever nature
(other than withholding taxes) imposed by the United States or any other taxing
authority, such amounts as shall be required so that the net amounts received
and retained by the Trust or the Property Trustee after paying such taxes,
duties, assessments and governmental charges will not be less than the amounts
the Trust or the Property Trustee would have received had no such taxes, duties,
assessments or governmental charges been imposed.

"ADMINISTRATIVE TRUSTEE" means any Trustee other than the Property Trustee and
the Delaware Trustee.

"AFFILIATE" has the same meaning as given to that term in Rule 405 of the
Securities Act or any successor rule thereunder.

"AUTHORIZED OFFICER" of a Person means any Person that is authorized to bind
such Person.

"BANKRUPTCY EVENT" means, with respect to any Person, under the relevant
jurisdiction:

         (a) the entry of a decree or order by a court having jurisdiction in
the premises judging such Person a bankrupt or insolvent, or approving as
properly filed a petition seeking reorganization, arrangement, adjudication or
composition of or in respect of such Person under any applicable U.S. federal or
state bankruptcy, insolvency, reorganization or other similar law, or appointing
a receiver, liquidator, assignee, trustee, sequestrator (or other similar
official) of such Person or of any substantial part of its property or ordering
the winding up or liquidation of its affairs, and the continuance of any such
decree or order unstayed and in effect for a period of 60 consecutive days; or

         (b) the institution by such Person of proceedings to be adjudicated a
bankrupt or insolvent, or the consent by it to the institution of bankruptcy or
insolvency proceedings


                                       2



against it, or the filing by it of a petition or answer or consent seeking
reorganization or relief under any applicable U.S. federal or state bankruptcy,
insolvency, reorganization or other similar law, or the consent by it to the
filing of any such petition or to the appointment of a receiver, liquidator,
assignee, trustee, sequestrator (or similar official) of such Person or of any
substantial part of its property, or the making by it of an assignment for the
benefit of creditors, or the admission by it in writing of its inability to pay
its debts as they become due and its willingness to be adjudicated a bankrupt,
or the taking of corporate action by such Person in furtherance of any such
action.

"BUSINESS DAY" means any day other than a Saturday, Sunday or day on which
banking institutions in Chicago, Illinois or in Wilmington, Delaware are
authorized or required by law to close.

"BUSINESS TRUST ACT" means Chapter 38 of Title 12 of the Delaware Code, 12 Del.
Code Section 3801 et seq., as it may be amended from time to time, or any
successor legislation.

"CERTIFICATE" means a certificate in definitive form representing a Trust Common
Security or a Trust Preferred Security.

"CHANGE IN 1940 ACT LAW" has the meaning set forth in the terms of the
Securities as set forth in Annex I hereto.

"CHANGE IN TAX LAW" has the meaning set forth in the terms of the Securities as
set forth in Annex I hereto.

"CLOSING DATE" means February 23, 2001.

"CODE" means the Internal Revenue Code of 1986, as amended from time to time, or
any successor legislation.

"COMMISSION" means the Securities and Exchange Commission.

"COMPANY INDEMNIFIED PERSON" means (a) any Administrative Trustee; (b) any
Affiliate of any Administrative Trustee; (c) any officers, directors,
shareholders, members, partners, employees, representatives or agents of any
Administrative Trustee; or (d) any officer, employee or agent of the Trust or
its Affiliates.

"COMPOUNDED INTEREST" means interest compounded quarterly at the rate specified
for the Notes to the extent permitted by applicable law upon interest accrued
and unpaid (including Additional Interest).

"COUPON RATE" has the meaning set forth in the terms of the Securities as set
forth in Annex I hereto.

"COVERED PERSON" means (a) any officer, director, shareholder, partner, member,
representative, employee or agent of (i) the Trust or (ii) the Trust's
Affiliates; and (b) any Holder of Securities.


                                       3



"DECLARATION" has the meaning set forth in the Preamble.

"DECLARATION EVENT OF DEFAULT" means, with respect to the Securities, that an
Indenture Event of Default has occurred and is continuing with respect to the
Notes.

"DELAWARE TRUSTEE" has the meaning set forth in Section 5.2.

"DIRECT ACTION" has the meaning set forth in the terms of the Securities as set
forth in Annex I hereto.

"DISSOLUTION TAX OPINION" has the meaning set forth in the terms of the
Securities as set forth in Annex I hereto.

"DISTRIBUTION" means a distribution payable to Holders of Securities in
accordance with Section 6.1.

"FIDUCIARY INDEMNIFIED PERSON" has the meaning set forth in Section 10.4(b).

"FISCAL YEAR" has the meaning set forth in Section 11.1.

"HOLDER" means a Person in whose name a Certificate representing a Security is
registered, such Person being a beneficial owner within the meaning of the
Business Trust Act.

"INDEMNIFIED PERSON" means a Company Indemnified Person or a Fiduciary
Indemnified Person.

"INDENTURE" means the Indenture, dated as of February 23, 2001, among the Note
Issuer and the Indenture Trustee and any indenture supplemental thereto pursuant
to which the Notes are to be issued.

"INDENTURE TRUSTEE" means Wilmington Trust Company, a Delaware banking
corporation, as trustee under the Indenture until a successor is appointed
thereunder, and thereafter means such successor trustee.

"INDENTURE EVENT OF DEFAULT" means an "Indenture Event of Default" as defined in
the Indenture.

"INITIAL NOTES" means the Notes issued by the Note Issuer in exchange for the
payment by the Trust to the Note Issuer of the proceeds received by the Trust
from the sale of Securities pursuant to the Securities Purchase Agreement.

"INVESTMENT COMPANY" means an investment company as defined in the Investment
Company Act.

"INVESTMENT COMPANY ACT" means the Investment Company Act of 1940, as amended
from time to time, or any successor legislation.


                                       4



"INVESTMENT COMPANY EVENT" has the meaning set forth in the terms of the
Securities as set forth in Annex I hereto.

"INVESTMENT COMPANY EVENT OPINION" has the meaning set forth in the terms of the
Securities as set forth in Annex I hereto.

"LEGAL ACTION" has the meaning set forth in Section 3.6(g).

"LIQUIDATION" has the meaning set forth in the terms of the Securities as set
forth in Annex I hereto.

"LIQUIDATION DISTRIBUTION" has the meaning set forth in the terms of the
Securities as set forth in Annex I hereto.

"LIST OF HOLDERS" has the meaning set forth in Section 2.2(a).

"MAJORITY IN LIQUIDATION AMOUNT OF THE SECURITIES" means, except as provided in
the terms of the Trust Preferred Securities or by the Trust Indenture Act,
Holder(s) of outstanding Securities voting together as a single class or, as the
context may require, Holders of outstanding Trust Preferred Securities or
Holders of outstanding Trust Common Securities voting separately as a class, who
are the record owners of more than 50% of the aggregate liquidation amount
(including the stated amount that would be paid on redemption, liquidation or
otherwise, plus accrued and unpaid Distributions to the date upon which the
voting percentages are determined) of all outstanding Securities of the relevant
class.

"MINISTERIAL ACTION" has the meaning set forth in the terms of the Securities as
set forth in Annex I hereto.

"90 DAY PERIOD" has the meaning set forth in the terms of the Securities as set
forth in Annex I hereto.

"NO RECOGNITION OPINION" has the meaning set forth in the terms of the
Securities as set forth in Annex I hereto.

"NOTE ISSUER" means the Sponsor in its capacity as issuer of the Notes.

"NOTES" means the series of Increasing Rate Notes due 2006 to be issued by the
Note Issuer under the Indenture to be held by the Property Trustee, a specimen
certificate for such series of Notes being Exhibit B. The Notes include both the
Initial Notes and the PIK Notes.

"OFFICERS' CERTIFICATE" means, with respect to any Person, a certificate signed
by two Authorized Officers of such Person. Any Officers' Certificate delivered
with respect to compliance with a condition or covenant provided for in this
Declaration shall include:

                (i) a statement that each officer signing the Certificate has
read the covenant or condition and the definitions relating thereto;


                                       5



                (ii) a brief statement of the nature and scope of the
examination or investigation undertaken by each officer in rendering the
Certificate;

                (iii) a statement that each such officer has made such
examination or investigation as, in such officer's opinion, is necessary to
enable such officer to express an informed opinion as to whether or not such
covenant or condition has been complied with; and

                (iv) a statement as to whether, in the opinion of each such
officer, such condition or covenant has been complied with.


"ORIGINAL DECLARATION" has the meaning set forth in the Recitals.

"PAYING AGENT" has the meaning specified in Section 7.4.

"PAYMENT AMOUNT" has the meaning set forth in Section 6.1.

"PERSON" means a legal person, including any individual, corporation, estate,
partnership, joint venture, association, joint stock company, limited liability
company, trust, unincorporated association, or government or any agency or
political subdivision thereof, or any other entity of whatever nature.

"PIK NOTES" means the Notes issued as interest paid-in-kind upon the Initial
Notes or any PIK Notes, in accordance with the terms of the Indenture.

"PROPERTY TRUSTEE" means the Trustee meeting the eligibility requirements set
forth in Section 5.3(a).

"PROPERTY TRUSTEE ACCOUNT" has the meaning set forth in Section 3.8(c).

"PRO RATA" has the meaning set forth in the terms of the Securities as set forth
in Annex I hereto.

"QUORUM" means a majority of the Administrative Trustees or, if there are only
two Administrative Trustees, both of them.

"REDEMPTION DISTRIBUTION NOTICE" has the meaning set forth in the terms of the
Securities as set forth in Annex I hereto.

"REDEMPTION PRICE" has the meaning set forth in the terms of the Securities as
set forth in Annex I hereto.

"REDEMPTION TAX EVENT" has the meaning set forth in the terms of the Securities
as set forth in Annex I hereto.

"REDEMPTION TAX OPINION" has the meaning set forth in the terms of the
Securities as set forth in Annex I hereto.


                                       6



"REGISTRAR" has the meaning specified in Section 9.1(a).

"RELATED PARTY" means, with respect to the Sponsor, any direct or indirect
wholly owned subsidiary of the Sponsor or any other Person that owns, directly
or indirectly, 100% of the outstanding voting securities of the Sponsor.

"RESPONSIBLE OFFICER" means, with respect to the Property Trustee, any
vice-president, any assistant vice-president, the treasurer, any assistant
treasurer, any trust officer or assistant trust officer or any other officer in
the Corporate Trust Department of the Property Trustee customarily performing
functions similar to those performed by any of the above designated officers and
also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of that officer's knowledge of
and familiarity with the particular subject.

"RESTRICTED SECURITIES LEGEND" has the meaning set forth in Section 9.2(c)(i).

"RESTRICTED TRUST PREFERRED SECURITY" has the meaning set forth in Section 7.3.

"RULE 3a-5" means Rule 3a-5 under the Investment Company Act.

"SECURITIES" means the Trust Common Securities and the Trust Preferred
Securities.

"SECURITIES ACT" means the Securities Act of 1933, as amended from time to time
or any successor legislation.

"SECURITIES PURCHASE AGREEMENT" means the Securities Purchase Agreement, dated
as of February 23, 2001, by and among the Sponsor, the Trust and Capricorn
Investors III, L.P.

"SPECIAL EVENT" has the meaning set forth in the terms of the Securities as set
forth in Annex I hereto.

"SPONSOR" means CCC Information Services Group Inc., a Delaware corporation, or
any successor entity in a merger, consolidation or amalgamation, in its capacity
as sponsor of the Trust.

"SUCCESSOR DELAWARE TRUSTEE" has the meaning set forth in Section 5.6(c).

"SUCCESSOR ENTITY" has the meaning set forth in Section 3.14(b)(i).

"SUCCESSOR PROPERTY TRUSTEE" has the meaning set forth in Section 5.6(d)(i).

"SUCCESSOR SECURITIES" has the meaning set forth in Section 3.14(b)(i)(B).

"SUPER MAJORITY" has the meaning set forth in Section 2.6(a)(ii).

"TAX EVENT" has the meaning set forth in the terms of the Securities as set
forth in Annex I hereto.


                                       7



"10% IN LIQUIDATION AMOUNT OF THE SECURITIES" means, except as provided in the
terms of the Trust Preferred Securities or by the Trust Indenture Act, Holders
of outstanding Securities voting together as a single class or, as the context
may require, Holders of outstanding Trust Preferred Securities or Holders of
outstanding Trust Common Securities, voting separately as a class, who are the
record owners of 10% or more of the aggregate liquidation amount (including the
stated amount that would be paid on redemption, liquidation or otherwise, plus
accrued and unpaid Distributions to the date upon which the voting percentages
are determined) of all outstanding Securities of the relevant class.

"TERMS" has the meaning set forth in Section 7.1(a).

"TREASURY REGULATIONS" means the income tax regulations, including temporary and
proposed regulations, promulgated under the Code by the United States Treasury,
as such regulations may be amended from time to time (including corresponding
provisions of succeeding regulations).

"TRUST" has the meaning set forth in the Recitals.

"TRUST COMMON SECURITIES" has the meaning specified in Section 7.1(a).

"TRUST COMMON SECURITIES GUARANTEE" means the guarantee, dated as of February
23, 2001, of the Sponsor with respect to the Trust Common Securities.

"TRUST INDENTURE ACT" means the Trust Indenture Act of 1939, as amended from
time to time, or any successor legislation.

"TRUST PREFERRED SECURITIES" has the meaning specified in Section 7.1(a).

"TRUST PREFERRED SECURITIES GUARANTEE" means the guarantee, dated as of February
23, 2001, of the Sponsor with respect to the Trust Preferred Securities.

"TRUSTEE" or "TRUSTEES" means each Person who has signed this Declaration as a
trustee, so long as such Person shall continue in office in accordance with the
terms hereof, and all other Persons who may from time to time be duly appointed,
qualified and serving as Trustees in accordance with the provisions hereof, and
references herein to a Trustee or the Trustees shall refer to such Person or
Persons solely in their capacity as trustees hereunder.


                                       8



                                   ARTICLE II

                               TRUST INDENTURE ACT

         Section 2.1 TRUST INDENTURE ACT; APPLICATION.(a) Certain provisions of
the Trust Indenture Act are incorporated by reference in and made part of this
Declaration, and this Declaration shall, to the extent applicable, be governed
by such provisions.

                (b) The Property Trustee shall be the only Trustee which is a
"trustee" for the purposes of the provisions of the Trust Indenture Act
incorporated by reference herein.

                (c) If and to the extent that any provision of this Declaration
limits, qualifies or conflicts with the duties imposed by any provisions of
Section 310 to 317, inclusive, of the Trust Indenture Act, such imposed duties
shall control.

                (d) The application of the provisions of the Trust Indenture Act
referred to above to this Declaration shall not affect the nature of the
Securities as equity securities representing undivided beneficial interests in
the assets of the Trust.

         Section 2.2 LISTS OF HOLDERS OF SECURITIES.

                (a) Each of the Sponsor and the Administrative Trustees on
behalf of the Trust shall provide the Property Trustee (i) within 14 days after
each record date for payment of Distributions, a list, in such form as the
Property Trustee may reasonably require, of the names and addresses of the
Holders of the Securities ("List of Holders") as of such record date, provided
that neither the Sponsor nor the Administrative Trustees on behalf of the Trust
shall be obligated to provide such List of Holders at any time the List of
Holders does not differ from the most recent List of Holders given to the
Property Trustee by the Sponsor and the Administrative Trustees on behalf of the
Trust, and (ii) at any other time, within 30 days of receipt by the Trust of a
written request for a List of Holders as of a date no more than 14 days before
such List of Holders is given to the Property Trustee. The Property Trustee
shall preserve, in as current a form as is reasonably practicable, all
information contained in Lists of Holders given to it or which it receives in
the capacity as Paying Agent (if acting in such capacity) provided that the
Property Trustee may destroy any List of Holders previously given to it on
receipt of a new List of Holders.

                (b) The Property Trustee shall comply with its obligations under
Section 311(a), 311(b) and 312(b) of the Trust Indenture Act.


                                       9



         Section 2.3 REPORTS BY THE PROPERTY TRUSTEE. Within 60 days after
December 31 of each year, commencing December 31, 2001 the Property Trustee
shall provide to the Holders of the Trust Preferred Securities such reports as
are required by Section 313 of the Trust Indenture Act, if any, in the form and
in the manner provided by Section 313 of the Trust Indenture Act. The Property
Trustee shall also comply with the requirements of Section 313(d) of the Trust
Indenture Act.

         Section 2.4 PERIODIC REPORTS TO PROPERTY TRUSTEE. Each of the Sponsor
and the Administrative Trustees on behalf of the Trust shall provide to the
Property Trustee such documents, reports and information as required by Section
314 of the Trust Indenture Act (if any) and the compliance certificate required
by Section 314 of the Trust Indenture Act in the form, in the manner and at the
times required by Section 314 of the Trust Indenture Act.

         Section 2.5 EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT. Each of
the Sponsor and the Administrative Trustees on behalf of the Trust shall provide
to the Property Trustee such evidence of compliance with any conditions
precedent, if any, provided for in this Declaration that relate to any of the
matters set forth in Section 314(c) of the Trust Indenture Act. Any certificate
or opinion required to be given by an officer pursuant to Section 314(c)(1) of
the Trust Indenture Act may be given in the form of an Officers' Certificate.

         Section 2.6 DECLARATION EVENTS OF DEFAULT; WAIVER. (a) An Indenture
Event of Default shall constitute a Declaration Event of Default hereunder.

                (b) The Holders of a Majority in liquidation amount of Trust
Preferred Securities may, by vote, on behalf of the Holders of all of the Trust
Preferred Securities, waive any past Declaration Event of Default with respect
to the Trust Preferred Securities and its consequences, provided that, if the
underlying Indenture Event of Default:

                    (i) is not waivable under the Indenture, the Declaration
         Event of Default shall also not be waivable; or

                    (ii) requires the consent or vote of greater than a majority
         in principal amount of the holders of the Notes (a "Super Majority") to
         be waived under the Indenture, the Declaration Event of Default may
         only be waived by the vote of the Holders of at least the proportion in
         liquidation amount of the Trust Preferred Securities that the relevant
         Super Majority represents of the aggregate principal amount of the
         Notes outstanding.

         The foregoing provisions of this Section 2.6(a) shall be in lieu of
Section 316(a)(1)(B) of the Trust Indenture Act, and such Section 316(a)(1)(B)
of the Trust Indenture Act is hereby expressly excluded from this Declaration
and the Securities, as permitted by the Trust Indenture Act. Upon such waiver,
any such default shall cease to exist, and any Declaration Event of Default with
respect to the Trust Preferred Securities arising therefrom shall be deemed to
have been cured, for every purpose of this Declaration, but no such waiver shall
extend to any subsequent or other default or a

                                       10



Declaration Event of Default with respect to the Trust Preferred Securities or
impair any right consequent thereon. Any waiver by the Holders of the Trust
Preferred Securities of a Declaration Event of Default with respect to the Trust
Preferred Securities shall also be deemed to constitute a waiver by the Holders
of the Trust Common Securities of any such Declaration Event of Default with
respect to the Trust Common Securities for all purposes of this Declaration
without any further act, vote or consent of the Holders of the Trust Common
Securities.

                (c) The Holders of a Majority in liquidation amount of the Trust
Common Securities may, by vote, on behalf of the Holders of all of the Trust
Common Securities, waive any past Declaration Event of Default with respect to
the Trust Common Securities and its consequences, provided that, if the
underlying Indenture Event of Default:

                    (i) is not waivable under the Indenture, except where the
         Holders of the Trust Common Securities are deemed to have waived such
         Declaration Event of Default as provided below in this Section 2.6(b),
         the Declaration Event of Default shall also not be waivable; or

                    (ii) requires the consent or vote of a Super Majority to be
         waived, except where the Holders of the Trust Common Securities are
         deemed to have waived such Declaration Event of Default as provided
         below in this Section 2.6(b), the Declaration Event of Default may only
         be waived by the vote of the Holders of at least the proportion in
         liquidation amount of the Trust Common Securities that the relevant
         Super Majority represents of the aggregate principal amount of the
         Notes outstanding; provided further, that each Holder of Trust Common
         Securities will be deemed to have waived any such Declaration Event of
         Default and all Declaration Events of Default with respect to the Trust
         Common Securities and their consequences until all Declaration Events
         of Default with respect to the Trust Preferred Securities have been
         cured, waived or otherwise eliminated, and until such Declaration
         Events of Default have been so cured, waived or otherwise eliminated,
         the Property Trustee will be deemed to be acting solely on behalf of
         the Holders of the Trust Preferred Securities and only the Holders of
         the Trust Preferred Securities will have the right to direct the
         Property Trustee in accordance with the terms of the Securities.

         The foregoing provisions of this Section 2.6(b) shall be in lieu of
Section 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act, and such
Section 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act are hereby
expressly excluded from this Declaration and the Securities, as permitted by the
Trust Indenture Act. Subject to the foregoing provisions of this Section 2.6(b),
upon such waiver, any such default shall cease to exist, and any Declaration
Event of Default with respect to the Trust Common Securities arising therefrom
shall be deemed to have been cured for every purpose of this Declaration, but no
such waiver shall extend to any subsequent or other default or Declaration Event
of Default with respect to the Trust Common Securities or impair any right
consequent thereon.

                                       11



                (d) A waiver of an Indenture Event of Default by the Property
Trustee at the direction of the Holders of the Trust Preferred Securities,
constitutes a waiver of the corresponding Declaration Event of Default. The
foregoing provisions of this Section 2.6(c) shall be in lieu of Section
316(a)(1)(B) of the Trust Indenture Act, and such Section 316(a)(1)(B) of the
Trust Indenture Act is hereby expressly excluded from this Declaration and the
Securities, as permitted by the Trust Indenture Act.

         Section 2.7 EVENT OF DEFAULT; NOTICE.(a) The Property Trustee shall,
within ten Business Days after the occurrence of a Declaration Event of Default,
transmit by mail, first class postage prepaid, to the Holders of the Securities,
notices of all defaults with respect to the Securities actually known to a
Responsible Officer of the Property Trustee, unless such defaults have been
cured before the giving of such notice (the term "defaults" for the purposes of
this Section 2.7(a) being hereby defined to be an Indenture Event of Default,
not including any periods of grace provided for therein and irrespective of the
giving of any notice provided therein).

                (b) The Property Trustee shall not be deemed to have knowledge
of any default except:

                    (i) a default under Sections 5.1(1) and 5.1(2) of the
         Indenture; or

                    (ii) any default as to which the Property Trustee shall have
         received written notice or of which a Responsible Officer of the
         Property Trustee charged with the administration of the Declaration
         shall have actual knowledge.

                                  ARTICLE III

                                  ORGANIZATION

         Section 3.1 NAME. The Trust is named "CCC Capital Trust," as such name
may be modified from time to time by the Administrative Trustees following
written notice to the Holders of Securities and the other Trustees. The Trust's
activities may be conducted under the name of the Trust or any other name deemed
advisable by the Administrative Trustees.

         Section 3.2 OFFICE. The address of the principal office of the Trust is
c/o CCC Information Services Group Inc., World Trade Center Chicago, 444
Merchandise Mart, Chicago, Illinois 60606 Attention: Chief Financial Officer. On
10 Business Days' written notice to the Holders of Securities and the other
Trustees, the Administrative Trustees may designate another principal office.

         Section 3.3 PURPOSE. The exclusive purposes and functions of the Trust
are (a) to issue and sell Securities and use the proceeds from such sale to
acquire the Initial Notes, (b) to receive and hold the PIK Notes and (c) except
as otherwise limited herein, to engage in only those other activities necessary
or incidental thereto. The Trust shall not borrow money, issue debt or reinvest
proceeds derived from investments, pledge any


                                       12



of its assets or otherwise undertake (or permit to be undertaken) any activity
that would cause the Trust to be classified for United States federal income tax
purposes as other than an entity which is not subject to United States federal
income tax at the entity level.

         Section 3.4 AUTHORITY.

                (a) Subject to the limitations provided in this Declaration and
to the specific duties of the Property Trustee, the Administrative Trustees
shall have exclusive and complete authority to carry out the purposes of the
Trust. An action taken by the Administrative Trustees in accordance with their
powers shall constitute the act of and serve to bind the Trust, and an action
taken by the Property Trustee on behalf of the Trust in accordance with its
powers shall constitute the act of and serve to bind the Trust. Persons dealing
with the Trust are entitled to rely conclusively on the power and authority of
the Trustees as set forth in this Declaration.

                (b) Except as expressly set forth in this Declaration and except
if a meeting of the Administrative Trustees is called with respect to any matter
over which the Administrative Trustees have power to act, any power of the
Administrative Trustees may be exercised by, or with the consent of, any one
such Administrative Trustee.

                (c) Unless otherwise determined by the Administrative Trustees
and except as expressly set forth in this Declaration or as otherwise required
by the Business Trust Act or applicable law, any Administrative Trustee is
authorized to execute on behalf of the Trust any documents which the
Administrative Trustees have the power and authority to cause the Trust to
execute.

                (d) An Administrative Trustee may, by power of attorney
consistent with applicable law, delegate to any other natural person over the
age of 21 his or her power for the purposes of signing any documents which the
Administrative Trustees have power and authority to cause the Trust to execute
pursuant to Section 3.6.

         Section 3.5 TITLE TO PROPERTY OF THE TRUST. Except as provided in
Section 3.8 with respect to the Notes and the Property Trustee Account or as
otherwise provided in this Declaration, legal title to all assets of the Trust
shall be vested in the Trust. The Holders shall not have legal title to any part
of the assets of the Trust but shall have an undivided beneficial interest in
the assets of the Trust.

         Section 3.6 POWERS AND DUTIES OF THE ADMINISTRATIVE TRUSTEES. The
Administrative Trustees shall have the exclusive power, duty and authority to
cause the Trust to engage in the following activities:

                (a) to issue and sell the Trust Preferred Securities and the
Trust Common Securities in accordance with this Declaration; provided, however,
that the Trust may issue no more than one series of Trust Preferred Securities
and no more than one series of Trust Common Securities, and, provided, further,
that there shall be no interests in the Trust other than the Securities, and the
issuance of Securities shall be limited to the simultaneous issuance of both
Trust Common Securities (as specified in


                                       13



Section 4.1) and Trust Preferred Securities (i) on the Closing Date and (ii)
concurrently with the receipt of PIK Notes;

                (b) in connection with the issue and sale of the Trust Preferred
Securities, at the direction of the Sponsor, to:

                    (i) prepare, execute and deliver the Securities Purchase
         Agreement, in final form prepared by the Sponsor, in relation to the
         offering and sale of Trust Preferred Securities to be issued on the
         Closing Date; and

                    (ii) execute and enter into other related agreements in
         connection with the issue and sale of the Trust Preferred Securities;

                (c) to acquire the Initial Notes with the proceeds of the sale
of the Trust Preferred Securities and the Trust Common Securities; provided,
however, that the Administrative Trustees shall cause legal title to the Notes
to be held of record in the name of the Property Trustee for the benefit of the
Holders of the Trust Preferred Securities and the Holders of the Trust Common
Securities;

                (d) to give the Sponsor and the Property Trustee prompt written
notice of the occurrence of a Special Event; provided that the Administrative
Trustees shall consult with the Sponsor and the Property Trustee before taking
or refraining from taking any Ministerial Action in relation to a Special Event;

                (e) to establish a record date with respect to all actions to be
taken hereunder that require a record date be established, including and with
respect to, for the purposes of Section 316(c) of the Trust Indenture Act,
Distributions, voting rights, redemptions and exchanges, and to issue relevant
notices to the Holders of the Trust Preferred Securities and the Holders of the
Trust Common Securities as to such actions and applicable record dates;

                (f) to take all actions and perform such duties as may be
required of the Administrative Trustees pursuant to the terms of the Securities;

                (g) to bring or defend, pay, collect, compromise, arbitrate,
resort to legal action, or otherwise adjust claims or demands of or against the
Trust ("Legal Action"), unless, pursuant to Section 3.8(e), the Property Trustee
has the power to bring such Legal Action;

                (h) to employ or otherwise engage employees and agents (who may
be designated as officers with titles) and managers, contractors, advisors and
consultants and pay reasonable compensation for such services;

                (i) to give the certificate required by Section 314(a)(4) of the
Trust Indenture Act to the Property Trustee, which certificate may be executed
by any Administrative Trustee;


                                       14



                (j) to incur expenses that are necessary or incidental to carry
out any of the purposes of the Trust;

                (k) to act as, or appoint another Person to act as, registrar
and transfer agent for the Securities;

                (l) to execute all documents or instruments, perform all duties
and powers, and do all things for and on behalf of the Trust in all matters
necessary or incidental to the foregoing;

                (m) to take all action that may be necessary or appropriate for
the preservation and the continuation of the Trust's valid existence, rights,
franchises and privileges as a statutory business trust under the laws of the
State of Delaware and of each other jurisdiction in which such existence is
necessary to protect the limited liability of the Holders of the Trust Preferred
Securities or to enable the Trust to effect the purposes for which the Trust was
created;

                (n) to take any action, not inconsistent with this Declaration
or with applicable law, that the Administrative Trustees determine in their
discretion to be necessary or desirable in carrying out the activities of the
Trust as set out in this Section 3.6, including, but not limited to:

                    (i) causing the Trust not to be deemed to be an Investment
         Company required to be registered under the Investment Company Act;

                    (ii) causing the Trust to be classified for United States
         federal income tax purposes as an entity which is not subject to United
         States federal income tax at the entity level; and

                    (iii) cooperating with the Note Issuer to ensure that the
         Notes will be treated as indebtedness of the Note Issuer for United
         States federal income tax purposes; provided that such action does not
         adversely affect the interests of Holders; and

                (o) to take all action necessary to cause all applicable tax
returns and tax information reports that are required to be filed with respect
to the Trust to be duly prepared and filed by the Administrative Trustees, on
behalf of the Trust.

         The Administrative Trustees must exercise the powers set forth in this
Section 3.6 in a manner that is consistent with the purposes and functions of
the Trust set out in Section 3.3, and the Administrative Trustees shall not take
any action that is inconsistent with the purposes and functions of the Trust set
forth in Section 3.3.

         Subject to this Section 3.6, the Administrative Trustees shall have
none of the powers or the authority of the Property Trustee set forth in Section
3.8.

                                       15



         Any and all expenses incurred by the Administrative Trustees pursuant
to this Section 3.6 (regardless of whether such expenses are expenses of such
Administrative Trustees or of the Trust) shall be reimbursed by the Note Issuer.

         Section 3.7 PROHIBITION OF ACTIONS BY THE TRUST AND THE TRUSTEES.

                (a) The Trust shall not, and the Trustees (including, without
limitation, the Property Trustee and the Delaware Trustee) shall not, engage in
any activity other than as required or authorized by this Declaration. In
particular, the Trust shall not and the Trustees (including, without limitation,
the Property Trustee and the Delaware Trustee) shall cause the Trust not to:

                    (i) invest any proceeds received by the Trust from holding
         the Notes, but shall distribute all such proceeds to Holders of
         Securities pursuant to the terms of this Declaration and of the
         Securities; provided, that the PIK Notes shall not be distributed to
         Holders of Securities except as otherwise specifically provided herein;

                    (ii) possess Trust property for other than a Trust purpose;

                    (iii) make any loans other than loans represented by the
         Initial Notes or incur any indebtedness;

                    (iv) possess any power or otherwise act in such a way as to
         vary the Trust assets or the terms of the Securities in any way
         whatsoever;

                    (v) issue any securities or other evidences of beneficial
         ownership of, or beneficial interest in, the Trust other than the
         Securities;

                    (vi) other than as provided in this Declaration, (A) direct
         the time, method and place of exercising any trust or power conferred
         upon the Indenture Trustee with respect to the Notes, (B) waive any
         past default that is waivable under the Indenture, (C) exercise any
         right to rescind or annul any declaration that the principal of all the
         Notes shall be due and payable, or (D) consent to any amendment,
         modification or termination of the Indenture or the Notes where such
         consent shall be required unless the Trust shall have received an
         opinion of counsel to the effect that such amendment, modification or
         termination will not cause more than an insubstantial risk that the
         Trust will be deemed an Investment Company required to be registered
         under the Investment Company Act;

                    (vii) consent to any amendment, modification or termination
         of the Indenture or the Notes where such consent shall be required
         unless the Trust shall have received an opinion of counsel to the
         effect that such amendment, modification or termination will not cause
         more than an insubstantial risk that the Trust will be classified for
         United States federal income tax purposes as other


                                       16



         than an entity which is not subject to United States federal income
         tax at the entity level;

                    (viii) sell, assign, transfer, exchange, mortgage, pledge,
         set-off or otherwise dispose of any of the assets of the Trust or
         interests therein, including to any Holder, except as expressly
         provided herein;

                    (ix) take any action that would cause the Trust to fail or
         cease to qualify for United States Federal income tax purposes as an
         entity which is not subject to United States federal income tax at the
         entity level; or

                    (x) take or consent to any action that would result in the
         placement of a lien, security interest, or other encumbrance on any of
         the assets of the Trust.

         Section 3.8 POWERS AND DUTIES OF THE PROPERTY TRUSTEE.

                (a) The legal title to the Notes shall be owned by and held of
record in the name of the Property Trustee in trust for the benefit of the
Holders of the Securities. The right, title and interest of the Property Trustee
to the Notes shall vest automatically in each Person who may hereafter be
appointed as Property Trustee in accordance with Section 5.6. Such vesting and
cessation of title shall be effective whether or not conveyancing documents with
regard to the Notes have been executed and delivered.

                (b) The Property Trustee shall not transfer its right, title and
interest in the Notes to the Administrative Trustees or to the Delaware Trustee
(if the Property Trustee does not also act as the Delaware Trustee).

                (c) The Property Trustee shall:

                    (i) establish and maintain a segregated non-interest bearing
         trust account (the "Property Trustee Account") in the name of and under
         the exclusive control of the Property Trustee on behalf of the Holders
         of the Securities and, upon the receipt of payments of funds made in
         respect of the Notes held by the Property Trustee, deposit such funds
         into the Property Trustee Account and make payments to the Holders of
         the Trust Preferred Securities and Holders of the Trust Common
         Securities from the Property Trustee Account in accordance with Section
         6.1. Funds in the Property Trustee Account shall be held uninvested
         until disbursed in accordance with this Declaration;

                    (ii) engage in such ministerial activities as so directed
         and as shall be necessary or appropriate to effect the redemption of
         the Trust Preferred Securities and the Trust Common Securities to the
         extent the Notes are redeemed or mature; and

                    (iii) upon written notice of distribution issued by the
         Administrative Trustees in accordance with the terms of the Securities,
         engage in


                                       17



         such ministerial activities as so directed and as shall be necessary
         or appropriate to effect the distribution of the Notes to Holders of
         Securities upon the occurrence of a Special Event arising from a
         change in law or a change in legal interpretation or other specified
         circumstances pursuant to the terms of the Securities.

                (d) The Property Trustee shall take all actions and perform such
duties as may be specifically required of the Property Trustee pursuant to the
terms of the Securities.

                (e) Subject to Section 3.9(a), the Property Trustee shall take
any Legal Action which arises out of or in connection with a Declaration Event
of Default of which a Responsible Officer of the Property Trustee has actual
knowledge or the Property Trustee's duties and obligations under this
Declaration or the provisions of the Trust Indenture Act which are incorporated
by reference herein.

                (f) The Property Trustee shall not resign as Property Trustee
unless either:

                    (i) the Trust has been completely liquidated and the
         proceeds of the liquidation distributed to the Holders of Securities
         pursuant to the terms of the Securities; or

                    (ii) a Successor Property Trustee has been appointed and has
         accepted that appointment in accordance with Section 5.6.

                (g) The Property Trustee shall have the legal power to exercise
all of the rights, powers and privileges of a holder of Notes under the
Indenture, and, if a Declaration Event of Default actually known to a
Responsible Officer of the Property Trustee occurs and is continuing, the
Property Trustee shall, for the benefit of Holders of the Securities, enforce
its rights as holder of the Notes subject to the rights of the Holders pursuant
to the terms of such Securities.

                (h) The Property Trustee will act as or appoint a Paying Agent
and Registrar to pay Distributions, redemption payments or liquidation payments
on behalf of the Trust with respect to all Securities, and such Paying Agent
shall comply with Section 317(b) of the Trust Indenture Act. Any Paying Agent so
appointed by the Property Trustee may be removed by the Property Trustee at any
time, and a successor Paying Agent or additional Paying Agents may be appointed
at any time by the Property Trustee.

                (i) Subject to this Section 3.8, the Property Trustee shall have
none of the duties, liabilities, powers or the authority of the Administrative
Trustees set forth in Section 3.6.

                (j) Notwithstanding anything expressed or implied to the
contrary in this Declaration or any Exhibit hereto, (i) the Property Trustee
must exercise the powers set forth in this Section 3.8 in a manner that is
consistent with the purposes and functions


                                       18



of the Trust set out in Section 3.3, and (ii) the Property Trustee shall not
take any action that is inconsistent with the purposes and functions of the
Trust set out in Section 3.3.

                (k) Notwithstanding any other provision of this Declaration, the
Property Trustee, with the written consent of a majority of the Holders of each
of the Trust Common Securities and the Trust Preferred Securities, voting
separately, shall have the power to reinvest Trust proceeds (including, without
limitation, proceeds attributable to the issuance of new Securities and the
receipt of interest on the Notes) in other securities issued by the Company
(including common stock, preferred stock, warrants to purchase either the common
stock or preferred stock of the Company and debt instruments convertible into
either the common stock or preferred stock of the Company) in order to enable
the Trust to take advantage of variations in the market and improve the
investment of the Holders of Securities.

         Section 3.9 CERTAIN DUTIES AND RESPONSIBILITIES OF THE PROPERTY
TRUSTEE.

                (a) The Property Trustee, before the occurrence of any
Declaration Event of Default and after the curing of all Declaration Events of
Default that may have occurred, shall undertake to perform only such duties as
are specifically set forth in this Declaration, and no implied covenants shall
be read into this Declaration against the Property Trustee. In case a
Declaration Event of Default has occurred (that has not been cured or waived
pursuant to Section 2.6) of which a Responsible Officer of the Property Trustee
has actual knowledge, the Property Trustee shall exercise such of the rights and
powers vested in it by this Declaration, and use the same degree of care and
skill in its exercise, as a prudent person would exercise or use under the
circumstances in the conduct of such person's own affairs.

                (b) No provision of this Declaration shall be construed to
relieve the Property Trustee from liability for its own negligent action, its
own negligent failure to act, or its own willful misconduct, except that:

                    (i) prior to the occurrence of a Declaration Event of
         Default and after the curing or waiving of all such Declaration Events
         of Default that may have occurred:

                          (A) duties and obligations of the Property Trustee
                shall be determined solely by the express provisions of this
                Declaration, and the Property Trustee shall not be liable except
                for the performance of such duties and obligations as are
                specifically set forth in this Declaration, and no implied
                covenants or obligations shall be read into this Declaration
                against the Property Trustee; and

                          (B) in the absence of bad faith on the part of the
                Property Trustee, the Property Trustee may conclusively rely, as
                to the truth of the statements and the correctness of the
                opinions expressed therein, upon any certificates or opinions
                furnished to the Property Trustee and conforming to the
                requirements of this Declaration; but in the case of


                                       19



                any such certificates or opinions that by any provision hereof
                are specifically required to be furnished to the Property
                Trustee, the Property Trustee shall be under a duty to examine
                the same to determine whether or not they conform to the
                requirements of this Declaration;

                    (ii) the Property Trustee shall not be liable for any error
         of judgment made in good faith by a Responsible Officer of the Property
         Trustee, unless it shall be proved that the Property Trustee or such
         Responsible Officer was negligent in ascertaining the pertinent facts;

                    (iii) the Property Trustee shall not be liable with respect
         to any action taken or omitted to be taken by it in good faith in
         accordance with the direction of the Holders of not less than a
         Majority in liquidation amount of the Trust Preferred Securities or
         Trust Common Securities (as applicable in accordance with paragraphs 5
         and 6 of Annex I hereto) relating to the time, method and place of
         conducting any proceeding for any remedy available to the Property
         Trustee, or exercising any trust or power conferred upon the Property
         Trustee under this Declaration;

                    (iv) no provision of this Declaration shall require the
         Property Trustee to expend or risk its own funds or otherwise incur
         personal financial liability in the performance of any of its duties or
         in the exercise of any of its rights or powers, if it shall have
         reasonable grounds for believing that the repayment of such funds or
         liability is not reasonably assured to it under the terms of this
         Declaration or indemnity reasonably satisfactory to the Property
         Trustee against such risk or liability is not reasonably assured to it;
         provided that nothing contained in this Section 3.9(b)(iv) shall be
         taken to relieve the Property Trustee, upon the occurrence of a
         Declaration Event of Default, of its obligation to exercise the rights
         and powers vested in it by this Declaration;

                    (v) the Property Trustee's sole duty with respect to the
         custody, safe keeping and physical preservation of the Notes and the
         Property Trustee Account shall be to deal with such property in a
         similar manner as the Property Trustee deals with similar property for
         its own account, subject to the protections and limitations on
         liability afforded to the Property Trustee under this Declaration and
         the Trust Indenture Act;

                    (vi) the Property Trustee shall have no duty or liability
         for or with respect to the value, genuineness, existence or sufficiency
         of the Notes or the payment of any taxes or assessments levied thereon
         or in connection therewith;

                    (vii) the Property Trustee shall not be liable for any
         interest on any money received by it except as it may otherwise agree
         in writing with the Sponsor. Money held by the Property Trustee need
         not be segregated from other funds held by it except in relation to the
         Property Trustee Account maintained by the Property Trustee pursuant to
         Section 3.8(c)(i) and except to the extent otherwise required by law;
         and

                                       20



                    (viii) the Property Trustee shall not be responsible for
         monitoring the compliance by the Administrative Trustees or the Sponsor
         with their respective duties under this Declaration, nor shall the
         Property Trustee be liable for any default or misconduct of the
         Administrative Trustees or the Sponsor.

         Section 3.10 CERTAIN RIGHTS OF PROPERTY TRUSTEE.

                (a) Subject to the provisions of Section 3.9:

                    (i) the Property Trustee may rely and shall be fully
         protected in acting or refraining from acting in good faith upon any
         resolution, certificate, statement, instrument, opinion, report,
         notice, request, direction, consent, order, bond, note, debenture,
         other evidence of indebtedness or other paper or document believed by
         it to be genuine and to have been signed, sent or presented by the
         proper party or parties;

                    (ii) any direction or act of the Sponsor or the
         Administrative Trustees contemplated by this Declaration shall be
         sufficiently evidenced by an Officers' Certificate;

                    (iii) whenever in the administration of this Declaration,
         the Property Trustee shall deem it desirable that a matter be proved or
         established before taking, suffering or omitting any action hereunder,
         the Property Trustee (unless other evidence is herein specifically
         prescribed) may, in the absence of bad faith on its part, request and
         rely upon an Officers' Certificate which, upon receipt of such request,
         shall be promptly delivered by the Sponsor or the Administrative
         Trustees;

                    (iv) the Property Trustee shall have no duty to see to any
         recording, filing or registration of any instrument (including any
         financing or continuation statement or any filing under tax or
         securities laws) or any rerecording, refiling or re-registration
         thereof;

                    (v) the Property Trustee may consult with counsel of its
         choice or other experts, and the opinion of such counsel with respect
         to legal matters and the advice of such experts within the scope of
         such experts' area of expertise shall be full and complete
         authorization and protection in respect of any action taken, suffered
         or omitted by it hereunder in good faith and in reliance thereon and in
         accordance with such opinion or advice;

                    (vi) the Property Trustee shall have the right at any time
         to seek instructions concerning the administration of this Declaration
         from any court of competent jurisdiction;

                    (vii) the Property Trustee shall be under no obligation to
         exercise any of the rights or powers vested in it by this Declaration
         at the request or direction of any Holder, unless such Holder shall
         have provided to the Property


                                       21



          Trustee reasonable security and indemnity against the costs, expenses
          (including reasonable attorneys' fees and expenses and the reasonable
          expenses of the Property Trustee's agents, nominees or custodians) and
          liabilities that might be incurred by it in complying with such
          request or direction, including such reasonable advances as may be
          requested by the Property Trustee; provided that, nothing contained in
          this Section 3.10(a)(vii) shall be taken to relieve the Property
          Trustee, upon the occurrence of a Declaration Event of Default, of its
          obligation to exercise the rights and powers vested in it by this
          Declaration;

                    (viii) the Property Trustee shall not be bound to make any
         investigation into the facts or matters stated in any resolution,
         certificate, statement, instrument, opinion, report, notice, request,
         direction, consent, order, security, bond, note, debenture, other
         evidence of indebtedness or other paper or document unless requested in
         writing to do so by one or more Holders, but the Property Trustee, in
         its discretion, may make such further inquiry or investigation into
         such facts or matters as it may see fit;

                    (ix) the Property Trustee may execute any of the trusts or
         powers hereunder or perform any duties hereunder either directly or by
         or through agents or attorneys; provided that the Property Trustee
         shall be responsible for its own negligence or recklessness with
         respect to selection of any agent or attorney appointed by it
         hereunder;

                    (x) any action taken by the Property Trustee or its agents
         hereunder shall bind the Trust and the Holders of the Securities, and
         the signature of the Property Trustee or its agents alone shall be
         sufficient and effective to perform any such action, and no third party
         shall be required to inquire as to the authority of the Property
         Trustee to so act or as to its compliance with any of the terms and
         provisions of this Declaration, both of which shall be conclusively
         evidenced by the Property Trustee's or its agent's taking such action;

                    (xi) whenever in the administration of this Declaration the
         Property Trustee shall deem it desirable to receive instructions with
         respect to enforcing any remedy or right or taking any other action
         hereunder the Property Trustee (i) may request instructions from the
         Holders of the Securities which instructions may only be given by the
         Holders of the same proportion in liquidation amount of the Securities
         as would be entitled to direct the Property Trustee under the terms of
         the Securities in respect of such remedy, right or action, (ii) may
         refrain from enforcing such remedy or right or taking such other action
         until such instructions are received, and (iii) shall be protected in
         acting in accordance with such instructions;

                    (xii) except as otherwise expressly provided by this
         Declaration, the Property Trustee shall not be under any obligation to
         take any action that is discretionary under the provisions of this
         Declaration; and


                                       22



                    (xiii) the Property Trustee shall not be liable for any
         action taken, suffered or omitted to be taken by it in good faith and
         reasonably believed by it to be authorized or within the discretion or
         rights or powers conferred upon it by this Declaration.

                (b) No provision of this Declaration shall be deemed to impose
any duty or obligation on the Property Trustee to perform any act or acts or
exercise any right, power, duty or obligation conferred or imposed on it, in any
jurisdiction in which it shall be illegal, or in which the Property Trustee
shall be unqualified or incompetent in accordance with applicable law, to
perform any such act or acts, or to exercise any such right, power, duty or
obligation. No permissive power or authority available to the Property Trustee
shall be construed to be a duty.

         Section 3.11 DELAWARE TRUSTEE. Notwithstanding any other provision of
this Declaration other than Section 5.2, the Delaware Trustee shall not be
entitled to exercise any powers, nor shall the Delaware Trustee have any of the
duties and responsibilities of the Administrative Trustees or the Property
Trustee described in this Declaration. Except as set forth in Section 5.2, the
Delaware Trustee shall be a Trustee for the sole and limited purpose of
fulfilling the requirements of Section 3807 of the Business Trust Act.

         Section 3.12 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.
The recitals contained in this Declaration and the Securities shall be taken as
the statements of the Sponsor, and the Trustees do not assume any responsibility
for their correctness. The Trustees make no representations as to the value or
condition of the property of the Trust or any part thereof. The Trustees make no
representations as to the validity or sufficiency of this Declaration or the
Securities.

         Section 3.13 DURATION OF TRUST. The Trust, unless terminated pursuant
to the provisions of Article VIII hereof, shall exist until December 31, 2006.

         Section 3.14 MERGERS.

                (a) The Trust may not consolidate, amalgamate, merge with or
into, or be replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety, to any Person, except as described in Section
3.14(b) and (c).

                (b) The Trust may, with the consent of the Administrative
Trustees or, if there are more than two, a majority of the Administrative
Trustees and without the consent of the Holders of the Securities, the Delaware
Trustee or the Property Trustee, consolidate, amalgamate, merge with or into, or
be replaced by a trust organized as such under the laws of any State of the
United States; provided that:

                    (i) if the Trust is not the survivor, such successor entity
         (the "Successor Entity") either:

                          (A) expressly assumes all of the obligations of the
                Trust with respect to the Securities; or


                                       23



                          (B) substitutes for the Trust Preferred Securities
                other securities having substantially the same terms as the
                Trust Preferred Securities (the "Successor Securities") so long
                as the Successor Securities rank the same as the Trust Preferred
                Securities with respect to Distributions, assets and payments
                upon liquidation, redemption and otherwise;

                    (ii) the Sponsor expressly appoints a trustee of the
         Successor Entity that possesses the same powers and duties as the
         Property Trustee as the Holder of the Notes;

                    (iii) such merger, consolidation, amalgamation or
         replacement does not cause the Trust Preferred Securities (including
         any Successor Securities) to be downgraded by any nationally recognized
         statistical rating organization, if applicable;

                    (iv) such merger, consolidation, amalgamation or replacement
         does not adversely affect the rights, preferences and privileges of the
         Holders of the Trust Preferred Securities (including any Successor
         Securities) in any material respect;

                    (v) such Successor Entity has a purpose substantially
         identical to that of the Trust;

                    (vi) the Sponsor guarantees the obligations of such
         Successor Entity under the Successor Securities at least to the extent
         provided by the Trust Preferred Securities Guarantee; and

                    (vii) prior to such merger, consolidation, amalgamation or
         replacement, the Sponsor has received an opinion of a nationally
         recognized independent counsel to the Trust reasonably acceptable to
         the Property Trustee experienced in such matters to the effect that:

                          (A) such merger, consolidation, amalgamation or
                replacement will not adversely affect the rights, preferences,
                privileges and limited liability of the Holders of the
                Securities (including any Successor Securities) in any material
                respect (other than with respect to any pro rata dilution of the
                Holders' interest in the new entity);

                          (B) following such merger, consolidation, amalgamation
                or replacement, neither the Trust nor the Successor Entity will
                be required to register as an Investment Company; and

                          (C) following such merger, consolidation, amalgamation
                or replacement, the Trust (or the Successor Entity) will be
                treated for United States income tax purposes as an entity which
                is not subject to United States federal income tax at the entity
                level, and the


                                       24



                merger will not result in a taxable event to the Holders of the
                Securities for United States federal income tax purposes.

                (c) Notwithstanding Section 3.14(b), the Trust shall not, except
with the consent of Holders of 100% in liquidation amount of the Trust Preferred
Securities, consolidate, amalgamate, merge with or into, or be replaced by, or
convey, transfer or lease its properties and assets substantially as an entity
to any other entity or permit any other entity to consolidate, amalgamate, merge
with or into, or replace it if such consolidation, amalgamation, merger,
replacement, conveyance, transfer or lease would cause the Trust or Successor
Entity to be classified for United Stated federal income tax purposes as other
than an entity which is not subject to United States federal income tax at the
entity level.

                                   ARTICLE IV

                                     SPONSOR

         Section 4.1 SPONSOR'S PURCHASE OF TRUST COMMON SECURITIES. On the
Closing Date, the Sponsor will purchase all of the Trust Common Securities
issued by the Trust on such date, in an amount that, when taken together with
all other Trust Common Securities then owned by the Sponsor, at least equals 3%
of the capital of the Trust, after giving effect to the issuance of Trust
Preferred Securities on such date.

         Section 4.2 RESPONSIBILITIES OF THE SPONSOR. In connection with the
issue and sale of the Trust Preferred Securities, the Sponsor shall have the
exclusive right and responsibility to engage in the following activities:

                (a) to prepare the Securities Purchase Agreement;

                (b) to determine the States and foreign jurisdictions, if any,
in which to take appropriate action to qualify or register for sale all or part
of the Trust Preferred Securities and to do any and all such acts, other than
actions that must be taken by the Trust, and advise the Trust of actions it must
take, and prepare for execution and filing any documents to be executed and
filed by the Trust, as the Sponsor deems necessary or advisable in order to
comply with the applicable laws of any such States and foreign jurisdictions;
and

                (c) to negotiate the terms of other related agreements in
connection with the sale of the Trust Preferred Securities.


                                       25



                                   ARTICLE V

                                    TRUSTEES

         Section 5.1 NUMBER OF TRUSTEES. The number of Trustees initially shall
be four (4), and:

                (a) at any time before the issuance of any Securities, the
Sponsor may, by written instrument, increase or decrease the number of Trustees;
and

                (b) after the issuance of any Securities, the number of Trustees
may be increased or decreased by vote of the Holders of a Majority in
liquidation amount of the Trust Common Securities voting as a class at a meeting
of the Holders of the Trust Common Securities; provided, however, that the
number of Trustees shall in no event be less than two; provided further that (1)
the Delaware Trustee, in the case of a natural person, shall be a person who is
a resident of the State of Delaware or that, if not a natural person, is an
entity which has its principal place of business in the State of Delaware; (2)
at least one Administrative Trustee is an employee or officer of, or is
affiliated with, the Sponsor; and (3) one Trustee shall be the Property Trustee,
and such Trustee may also serve as Delaware Trustee if it meets the applicable
requirements.

         Section 5.2 DELAWARE TRUSTEE. If required by the Business Trust Act,
one Trustee (the "Delaware Trustee") shall be:

                (a) a natural person who is resident of the State of Delaware;
or

                (b) if not a natural person, an entity which has its principal
place of business in the State of Delaware, and otherwise meets the requirements
of applicable law, provided that, if the Property Trustee has its principal
place of business in the State of Delaware and otherwise meets the requirements
of applicable law, then the Property Trustee shall also be the Delaware Trustee
and Section 3.11 shall have no application. The Delaware Trustee shall accept
service of process on the Trust in the State of Delaware and execute any
certificates presented to it in execution form and filed under the Business
Trust Act.

         Section 5.3 PROPERTY TRUSTEE; ELIGIBILITY.

                (a) There shall at all times be one Trustee which shall act as
Property Trustee (the "Property Trustee") which shall:

                    (i) not be an Affiliate of the Sponsor;

                    (ii) be a corporation organized and doing business under the
         laws of the United States of America or any State or Territory thereof
         or of the District of Columbia, or a corporation or Person permitted by
         the Commission to act as an institutional trustee under the Trust
         Indenture Act, in each case eligible under such laws and the Trust
         Indenture Act to exercise corporate trust powers,


                                       26



         having a combined capital and surplus of at least 50 million U.S.
         dollars ($50,000,000), and subject to supervision or examination by
         Federal, State, Territorial or District of Columbia authority. If such
         corporation or Person publishes reports of condition at least
         annually, pursuant to law or to the requirements of the supervising or
         examining authority referred to above, then for the purposes of this
         Section 5.3(a)(ii), the combined capital and surplus of such
         corporation or Person shall be deemed to be its combined capital and
         surplus as set forth in its most recent report of condition so
         published; and

                    (iii) if the Trust is excluded from the definition of an
         Investment Company solely by means of Rule 3a-5 and to the extent Rule
         3a-5 requires a trustee having certain qualifications to hold title to
         the "eligible assets" of the trust, the Property Trustee shall possess
         those qualifications.

                (b) If at any time the Property Trustee shall cease to be
eligible to so act under Section 5.3(a), the Property Trustee shall immediately
resign in the manner and with the effect set forth in Section 5.6(c).

                (c) If the Property Trustee has or shall acquire any
"conflicting interest" within the meaning of Section 310(b) of the Trust
Indenture Act, the Property Trustee and the Holder of the Trust Common
Securities (as if it were the obligor referred to in Section 310(b) of the Trust
Indenture Act) shall in all respects comply with the provisions of Section
310(b) of the Trust Indenture Act.

                (d) The Trust Preferred Securities Guarantee shall be deemed to
be specifically described in this Declaration for purposes of clause (i) of the
first provision contained in Section 310(b) of the Trust Indenture Act.

                (e) The initial Property Trustee shall be set forth in Section
5.5 hereof.

         Section 5.4 QUALIFICATIONS OF ADMINISTRATIVE TRUSTEES AND DELAWARE
TRUSTEE GENERALLY. Each Administrative Trustee and the Delaware Trustee (unless
the Property Trustee also acts as Delaware Trustee) shall be either a natural
person who is at least 21 years of age or a legal entity that shall act through
one or more Authorized Officers.

         Section 5.5 INITIAL ADMINISTRATIVE TRUSTEES.

                (a) The initial Administrative Trustees shall be:

                           Reid E. Simpson and Robert Guttman
                           c/o CCC Information Services Group Inc.
                           World Trade Center Chicago
                           444 Merchandise Mart
                           Chicago, Illinois 60606

                                       27



                (b) The initial Delaware Trustee shall be:

                           Wilmington Trust Company
                           Rodney Square North
                           1100 North Market Street
                           Wilmington, DE  19890-0001
                           Attn:  Corporate Trust Administration

                (c) The initial Property Trustee shall be:

                           Wilmington Trust Company
                           Rodney Square North
                           1100 North Market Street
                           Wilmington, DE  19890-0001
                           Attn:  Corporate Trust Administration

         Section 5.6 APPOINTMENT, REMOVAL AND RESIGNATION OF TRUSTEES.

                (a) Subject to Section 5.6(b), Trustees may be appointed or
removed without cause at any time:

                    (i) until the issuance of any Securities, by written
         instrument executed by the Sponsor; and

                    (ii) after the issuance of any Securities, by vote of the
         Holders of a Majority in liquidation amount of Trust Common Securities
         voting as a class at a meeting of the Holders of the Trust Common
         Securities; provided, that, in the case of the Property Trustee, such
         Holders have obtained prior approval (by vote or written consent) of
         the Holders of a Majority in liquidation amount of the Securities.

                (b) The Trustee that acts as Property Trustee shall not be
removed in accordance with Section 5.6(a) until a Successor Property Trustee has
been appointed and has accepted such appointment by written instrument executed
by such Successor Property Trustee and delivered to the Administrative Trustees
and the Sponsor.

                (c) The Trustee that acts as Delaware Trustee shall not be
removed in accordance with Section 5.6(a) until a successor trustee possessing
the qualifications to act as Delaware Trustee under Sections 5.2 and 5.4 (a
"Successor Delaware Trustee") has been appointed and has accepted such
appointment by written instrument executed by such Successor Delaware Trustee
and delivered to the Administrative Trustees and the Sponsor.

                (d) A Trustee appointed to office shall hold office until his
successor shall have been appointed or until his death, removal or resignation.
Any Trustee may resign from office (without need for prior or subsequent
accounting) by an instrument in writing signed by the Trustee and delivered to
the Sponsor and the Trust, which


                                       28



resignation shall take effect upon such delivery or upon such later date as is
specified therein; provided, however, that:

                    (i) No such resignation of the Trustee that acts as the
         Property Trustee shall be effective:

                          (A) until a successor trustee possessing the
                qualification to act as the Property Trustee under Section 5.3
                (the "Successor Property Trustee") has been appointed and has
                accepted such appointment by written instrument executed by such
                Successor Property Trustee and delivered to the Trust, the
                Sponsor and the resigning Property Trustee; or

                          (B) until the assets of the Trust have been completely
                liquidated and the proceeds thereof distributed to the holders
                of the Securities; and

                    (ii) no such resignation of the Trustee that acts as the
         Delaware Trustee shall be effective until a Successor Delaware Trustee
         has been appointed and has accepted such appointment by written
         instrument executed by such Successor Delaware Trustee and delivered to
         the Trust, the Sponsor and the resigning Delaware Trustee.

                (e) The Holders of the Trust Common Securities shall use their
best efforts to promptly appoint a Successor Property Trustee (subject to the
prior approval, by vote or written consent, of the Holders of a Majority in
liquidation amount of the Securities) or Successor Delaware Trustee, as the case
may be, if the Property Trustee or the Delaware Trustee delivers an instrument
of resignation or is removed in accordance with this Section 5.6.

                (f) If no Successor Property Trustee or Successor Delaware
Trustee shall have been appointed and accepted appointment as provided in this
Section 5.6 within 60 days after delivery pursuant to this Section 5.6 of an
instrument of resignation or removal, the Property Trustee or Delaware Trustee,
as applicable, may petition any court of competent jurisdiction for appointment
of a Successor Property Trustee or a Successor Delaware Trustee. Such court may
thereupon, after prescribing such notice, if any, as it may deem proper, appoint
a Successor Property Trustee or a Successor Delaware Trustee, as the case may
be.

                (g) No Property Trustee or Delaware Trustee shall be liable for
the acts or omissions to act of any Successor Property Trustee or Successor
Delaware Trustee, as the case may be.

         Section 5.7 VACANCIES AMONG TRUSTEES. If a Trustee ceases to hold
office for any reason and the number of Trustees is not reduced pursuant to
Section 5.1, or if the number of Trustees is increased pursuant to Section 5.1,
a vacancy shall occur. A resolution certifying the existence of such vacancy by
the Administrative Trustees or, if there are more than two, a majority of the
Administrative Trustees shall be conclusive

                                       29



evidence of the existence of such vacancy. The vacancy shall be filled with a
Trustee appointed in accordance with Section 5.6.

         Section 5.8 EFFECT OF VACANCIES. The death, resignation, retirement,
removal, bankruptcy, dissolution, liquidation, incompetence or incapacity to
perform the duties of a Trustee shall not operate to annul the Trust. Whenever a
vacancy in the number of Administrative Trustees shall occur, until such vacancy
is filled by the appointment of an Administrative Trustee in accordance with
Section 5.6, the Administrative Trustees in office, regardless of their number,
shall have all the powers granted to the Administrative Trustees and shall
discharge all the duties imposed upon the Administrative Trustees by this
Declaration.

         Section 5.9 MEETINGS. If there is more than one Administrative Trustee,
meetings of the Administrative Trustees shall be held from time to time upon the
call of any Administrative Trustee. Regular meetings of the Administrative
Trustees may be held at a time and place fixed by resolution of the
Administrative Trustees. Notice of any in-person meetings of the Administrative
Trustees shall be hand delivered or otherwise delivered in writing (including by
facsimile, with a hard copy by overnight courier) not less than 48 hours before
such meeting. Notice of any telephonic meetings of the Administrative Trustees
or any committee thereof shall be hand delivered or otherwise delivered in
writing (including by facsimile, with a hard copy by overnight courier) not less
than 24 hours before a meeting. Notices shall contain a brief statement of the
time, place and anticipated purposes of the meeting. The presence (whether in
person or by telephone) of an Administrative Trustee at a meeting shall
constitute a waiver of notice of such meeting except where an Administrative
Trustee attends a meeting for the express purpose of objecting to the
transaction of any activity on the ground that the meeting has not been lawfully
called or convened. Unless provided otherwise in this Declaration, any action of
the Administrative Trustees may be taken at a meeting by vote of a majority of
the Administrative Trustees present (whether in person or by telephone) and
eligible to vote with respect to such matter, provided that a Quorum is present,
or without a meeting by the unanimous written consent of the Administrative
Trustees. In the event there is only one Administrative Trustee, any and all
action of such Administrative Trustee shall be evidenced by a written consent of
such Administrative Trustee.

         Section 5.10 DELEGATION OF POWER. (a) Any Administrative Trustee may,
by power of attorney consistent with applicable law, delegate to any other
natural person over the age of 21 his or her power for the purpose of executing
any documents contemplated in Section 3.6, including any governmental filing.

                (b) The Administrative Trustees shall have power to delegate
from time to time to such of their number or to officers of the Trust the doing
of such things and the execution of such instruments either in the name of the
Trust or the names of the Administrative Trustees or otherwise as the
Administrative Trustees may deem expedient, to the extent such delegation is not
prohibited by applicable law or contrary to the provisions of the Trust, as set
forth herein.


                                       30



         Section 5.11 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS. Any corporation into which the Property Trustee or the Delaware
Trustee, as the case may be, may be merged or converted or with which either may
be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Property Trustee or the Delaware Trustee, as the case
may be, shall be a party, or any corporation succeeding to all or substantially
all the corporate trust business of the Property Trustee or the Delaware
Trustee, as the case may be, shall be the successor of the Property Trustee or
the Delaware Trustee, as the case may be, hereunder, provided such corporation
shall be otherwise qualified and eligible under this Article, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, except that such corporation shall file an amendment to the
Certificate of Trust of the Trust if required by the Business Trust Act.

                                   ARTICLE VI

                                  DISTRIBUTIONS

         Section 6.1 DISTRIBUTIONS. Holders shall receive Distributions (as
defined herein) in accordance with the applicable terms of the relevant Holder's
Securities set forth in the Terms (as defined herein). Distributions shall be
made on the Trust Preferred Securities and the Trust Common Securities in
accordance with the preferences set forth in the Terms. If and to the extent
that the Note Issuer makes a payment of interest (including Compounded Interest
and Additional Interest), other than a payment of interest in the form of PIK
Notes, premium and/or principal on the Notes held by the Property Trustee (the
amount of any such payment being a "Payment Amount"), the Property Trustee shall
and is directed, to the extent practicable and to the extent funds are available
for that purpose, to make a distribution (a "Distribution") of such Payment
Amount to Holders on the same day that it receives such Payment Amount. Such
distributions shall be made by wire transfer of immediately available funds to
the account specified in writing by the applicable Holder.

                                  ARTICLE VII

                             ISSUANCE OF SECURITIES

         Section 7.1 GENERAL PROVISIONS REGARDING SECURITIES.

                (a) The Administrative Trustees shall on behalf of the Trust
issue one class of trust preferred securities, representing undivided beneficial
interests in the assets of the Trust (the "Trust Preferred Securities"), having
such terms as are set forth in Annex I (the "Terms"), and one class of trust
common securities, representing undivided beneficial interests in the assets of
the Trust (the "Trust Common Securities"), having such terms as are set forth in
the Terms. The Trust shall not issue any securities or other interests in the
assets of the Trust other than the Trust Preferred Securities and the Trust
Common Securities. The Trust shall not issue any Securities in bearer form. The
Trust may issue fractions of Securities.


                                       31



                (b) The consideration received by the Trust for the issuance of
the Securities shall constitute a contribution to the capital of the Trust and
shall not constitute a loan to the Trust. In addition, the amount of any
interest that is paid to the Property Trustee in the form of PIK Notes in
accordance with the Indenture shall be deemed to constitute an additional
contribution to the capital of the Trust by the recipient of the additional
Securities that are issued on account of such PIK Notes in accordance with
paragraph 1 of the Terms.

                (c) Upon issuance of the Securities as provided in this
Declaration, the Securities so issued shall be deemed to be validly issued,
fully paid and nonassessable.

                (d) Every Holder, by virtue of having become a Holder in
accordance with the terms of this Declaration, shall be deemed to have expressly
assented and agreed to the terms of, and shall be bound by, this Declaration.

                (e) The Securities shall have no preemptive rights.

         Section 7.2 EXECUTION AND AUTHENTICATION.

                (a) The Certificates representing the Securities shall be signed
on behalf of the Trust by an Administrative Trustee. In case any Administrative
Trustee of the Trust who shall have signed any of the Certificates representing
the Securities shall cease to be such Administrative Trustee before the
Certificates so signed shall be delivered by the Trust, such Certificates
nevertheless may be delivered as though the person who signed such Certificates
had not ceased to be such Administrative Trustee; and any Certificates may be
signed on behalf of the Trust by such Persons who, at the actual date of
execution of such Certificate, shall be the Administrative Trustees of the
Trust, although at the date of the execution and delivery of the Declaration any
such Person was not such an Administrative Trustee.

                (b) One Administrative Trustee shall sign the Certificates
representing the Trust Preferred Securities for the Trust by manual or facsimile
signature. Unless otherwise determined by the Trust, one Administrative Trustee
shall sign the Certificates representing the Trust Common Securities for the
Trust by a manual signature.

         A Certificate representing a Trust Preferred Security shall not be
valid until authenticated by the manual signature of an authorized signatory of
the Property Trustee. The signature shall be conclusive evidence that the
Certificate has been authenticated under this Declaration.

         Upon a written order of the Trust signed by one Administrative Trustee,
the Property Trustee shall authenticate and make available for delivery the
Certificates. The aggregate number of Trust Preferred Securities outstanding at
any time shall not exceed the number set forth in paragraph 1 of the Terms
except as provided in Section 7.6.

         The Property Trustee may appoint an authenticating agent acceptable to
the Trust to authenticate Certificates representing the Trust Preferred
Securities. An authenticating


                                       32



agent may authenticate Certificates whenever the Property Trustee may do so.
Each reference in this Declaration to authentication by the Property Trustee
includes authentication by such agent. An authenticating agent has the same
rights as the Property Trustee to deal with the Sponsor or an Affiliate.

         Section 7.3 FORM AND DATING. The Certificates representing the Trust
Preferred Securities and the Property Trustee's certificate of authentication
shall be substantially in the form of Exhibit A-1, and the Certificates
representing the Trust Common Securities shall be substantially in the form of
Exhibit A-2, each of which is hereby incorporated in and expressly made a part
of this Declaration. Certificates may be printed, lithographed or engraved or
may be produced in any other manner as is reasonably acceptable to the
Administrative Trustees, as evidenced by their execution thereof. The
Certificates may have letters, numbers, notations or other marks of
identification or designation and such legends or endorsements required by law.
Each Certificate representing a Trust Preferred Security shall be dated the date
of its authentication. The terms and provisions of the Securities set forth in
the Terms and the forms of Securities set forth in Exhibits A-1 and A-2 are part
of the terms of this Declaration, and, to the extent applicable, the Property
Trustee and the Sponsor, by their execution and delivery of this Declaration,
expressly agree to such terms and provisions and to be bound thereby.

         The Trust Preferred Securities shall be issued in the form of
individual Certificates in definitive, fully registered form and shall bear the
Restricted Securities Legend set forth in Exhibit A-1 hereto (the "Restricted
Trust Preferred Securities"). Restricted Trust Preferred Securities will bear
the Restricted Securities Legend set forth on Exhibit A-1 unless removed in
accordance with this Section 7.3.

         Section 7.4 PAYING AGENT. The Trust shall maintain in Chicago, Illinois
(i) an office or agency where Trust Preferred Securities may be presented for
registration of transfer or exchange and (ii) an office or agency where Trust
Preferred Securities may be presented for payment (the agent responsible for
such office being referred to herein as the "Paying Agent"). The Trust may
appoint the Paying Agent and may appoint one or more additional paying agents in
such other locations as it shall determine. The term "Paying Agent" includes any
additional paying agent. The Trust may change any Paying Agent without prior
notice to any Holder. The Paying Agent shall be permitted to resign as Paying
Agent upon 30 days' written notice to the Administrative Trustees. The Trust
shall notify the Property Trustee of the name and address of any Paying Agent
not a party to this Declaration. If the Trust fails to appoint or maintain
another entity as Paying Agent, the Property Trustee shall act as such. Neither
the Trust, the Sponsor, nor any Affiliate of either the Trust or the Sponsor may
act as Paying Agent for the Trust Preferred Securities. The Trust shall act as
Paying Agent for the Trust Common Securities.

         The Trust initially appoints the Property Trustee as Paying Agent for
the Trust Preferred Securities.

         Section 7.5 PAYING AGENT TO HOLD MONEY IN TRUST. The Trust shall
require each Paying Agent other than the Property Trustee to agree in writing
that the Paying


                                       33


Agent will hold in trust for the benefit of Holders or the Property Trustee all
money held by the Paying Agent for the payment of principal or distribution on
the Securities, and will notify the Property Trustee if there are insufficient
funds. While any such insufficiency continues, the Property Trustee may require
a Paying Agent to pay all money held by it to the Property Trustee. The Trust at
any time may require a Paying Agent to pay all money held by it to the Property
Trustee and to account for any money disbursed by it. Upon payment over to the
Property Trustee, the Paying Agent (if other than the Trust or an Affiliate of
the Trust) shall have no further liability for the money.

         Section 7.6 REPLACEMENT CERTIFICATES. If the holder of a Security
claims that the Certificate evidencing such Security has been lost, destroyed or
wrongfully taken or if such Certificate is mutilated and is surrendered to the
Trust or in the case of the Trust Preferred Securities to the Property Trustee,
the Trust shall issue and the Property Trustee shall authenticate and make
available for delivery a replacement Certificate if the Property Trustee's and
the Trust's requirements, as the case may be, are met. If required by the
Property Trustee or the Trust, an indemnity bond must be sufficient in the
judgment of both to protect the Trustees, the Property Trustee, the Sponsor or
any authenticating agent from any loss which any of them may suffer if a
Certificate is replaced. The Trust may charge for its expenses in replacing a
Certificate.

         In case any Security evidenced by such mutilated, destroyed, lost or
stolen Certificate has become or is about to become due and payable, or is about
to be purchased by the Sponsor pursuant to Article III hereof, the Sponsor in
its discretion may, instead of issuing a new Certificate, pay or purchase such
Security, as the case may be.

         Every Security evidenced by a replacement Certificate is an additional
obligation of the Trust.

         Section 7.7 OUTSTANDING TRUST PREFERRED SECURITIES.The Trust Preferred
Securities outstanding at any time are all the Trust Preferred Securities
authenticated by the Property Trustee except for those canceled by it, those
delivered to it for cancellation, and those described in this Section as not
outstanding.

         If a Certificate evidencing a Trust Preferred Security is replaced,
paid or purchased pursuant to Section 7.6 hereof, it ceases to be outstanding
unless the Property Trustee receives proof satisfactory to it that the replaced,
paid or purchased Trust Preferred Security is held by a bona fide purchaser.

         If Trust Preferred Securities are considered paid in accordance with
the terms of this Declaration, they cease to be outstanding, and Distributions
on them shall cease.

         A Trust Preferred Security does not cease to be outstanding because one
of the Trust, the Sponsor or an Affiliate of the Sponsor holds the Security.

         Section 7.8 TRUST PREFERRED SECURITIES IN TREASURY. In determining
whether the Holders of the required amount of Securities have concurred in any
direction, waiver or consent, Trust Preferred Securities owned by the Trust, the
Sponsor or an Affiliate of the


                                       34



Sponsor, as the case may be, shall be disregarded and deemed not to be
outstanding, except that for the purposes of determining whether the Property
Trustee shall be fully protected in relying on any such direction, waiver or
consent, only Securities which the Property Trustee knows are so owned shall be
so disregarded.

         Section 7.9 CANCELLATION. The Trust at any time may deliver Trust
Preferred Securities to the Property Trustee for cancellation. The Paying Agent
shall forward to the Property Trustee any Trust Preferred Securities surrendered
to it for registration of transfer, redemption, exchange or payment. The
Property Trustee shall promptly cancel all Trust Preferred Securities
surrendered for registration of transfer, redemption, exchange, payment,
replacement or cancellation and shall dispose of canceled Certificates
representing Trust Preferred Securities as the Trust directs. The Property
Trustee may, but shall not be required to, destroy any such canceled
Certificates representing Trust Preferred Securities. The Trust may not issue
new Trust Preferred Securities to replace the Trust Preferred Securities that it
has paid or that have been delivered to the Property Trustee for cancellation.

                                  ARTICLE VIII

                              TERMINATION OF TRUST

         Section 8.1 TERMINATION OF TRUST.

                (a) The Trust shall dissolve:

                    (i) on December 31, 2006, the expiration date of the Trust;

                    (ii) upon the occurrence of a Bankruptcy Event in respect
         of, or the liquidation of, the Sponsor;

                    (iii) upon the filing of a certificate of dissolution or its
         equivalent with respect to the Sponsor, or the revocation of the
         charter of the Sponsor and the expiration of 90 days after the date of
         revocation without a reinstatement thereof, or the filing of a
         certificate of cancellation with respect to the Trust;

                    (iv) after having obtained the consent of at least a
         Majority in liquidation amount of the Securities, voting together as a
         single class, to dissolve;

                    (v) when all of the Securities shall have been called for
         redemption and the amounts necessary for redemption thereof, including
         any Additional Interest and Compounded Interest, shall have been paid
         to the Holders in accordance with the terms of the Securities;

                    (vi) upon the entry of a decree of judicial dissolution of
         the Sponsor or the Trust by a court of competent jurisdiction;


                                       35



                    (vii) upon the occurrence and continuation of a Special
         Event pursuant to which the Trust shall have been dissolved in
         accordance with the terms of the Securities and all of the Notes
         endorsed thereon shall have been distributed to the Holders of
         Securities in exchange for all of the Securities; provided, that if the
         Special Event is a Tax Event the dissolution of the Trust and the
         distribution of the Notes pursuant to this clause (vii) shall be
         conditioned upon the Administrative Trustees' receipt of a No
         Recognition Opinion; or

                    (viii) before the issuance of any Securities, with the
         consent of all the Administrative Trustees and the Sponsor.

                (b) Subject to the Terms of the Securities and clause (vii) of
paragraph (a) above, following dissolution of the Trust, the Trustees shall
liquidate any remaining Trust property and pay or provide for all claims of
creditors of the Trust.

                (c) As soon as is practicable after the occurrence of an event
referred to in Section 8.1(a), the Trustees shall file a certificate of
cancellation with the Secretary of State of the State of Delaware, and the Trust
shall terminate.

                (d) The provisions of Section 3.9 and Article X shall survive
the termination of the Trust.

                                   ARTICLE IX

                              TRANSFER AND EXCHANGE

         Section 9.1 GENERAL.

                (a) Where Trust Preferred Securities are presented to any
Administrative Trustee or any registrar appointed by the Administrative Trustees
(such Administrative Trustee or registrar, the "Registrar") with a request to
register a transfer or to exchange them for an equal number of Trust Preferred
Securities represented by different certificates, the Registrar shall register
the transfer or make the exchange if its requirements for such transactions are
met. To permit registrations of transfers and exchanges, the Trust shall issue
and the Property Trustee shall authenticate Trust Preferred Securities at the
Registrar's request.

                (b) Securities may only be transferred, in whole or in part, in
accordance with the terms and conditions set forth in this Declaration and in
the Terms of the Securities. Any transfer or purported transfer of any Security
not made in accordance with this Declaration and the Terms of the Securities
shall be null and void.

                (c) Subject to this Article IX, the Sponsor and any Related
Party may only transfer Trust Common Securities to the Sponsor or a Related
Party of the Sponsor; provided that, any such transfer is subject to the
condition precedent that the transferor obtain a written opinion of nationally
recognized independent counsel experienced in such matters that such transfer
would not cause more than an insubstantial risk that:


                                       36



                    (i) the Trust would be classified for United States federal
         income tax purposes as other than an entity which is not subject to
         United States federal income tax at the entity level; or

                    (ii) the Trust would be an Investment Company or the
         transferee would become an Investment Company.

                (d) For so long as the Securities remain outstanding, the
Sponsor will covenant (i) to use its reasonable efforts to cause the Trust (A)
to remain a statutory business trust, except in connection with a distribution
of Notes to the Holders of Securities in liquidation of the Trust, the
redemption of all Securities or certain mergers, consolidations or
amalgamations, each as permitted by this Declaration and (B) to continue to be
classified as an entity which is not subject to United States federal income tax
at the entity level, and not as an association taxable as a corporation, for
United States federal income tax purposes and (ii) to use its reasonable efforts
to cause each Holder of Securities to be treated as owning an undivided
beneficial interest in the Notes.

         Section 9.2 TRANSFER PROCEDURES AND RESTRICTIONS.

                (a) GENERAL. If Trust Preferred Securities are issued upon the
transfer, exchange or replacement of Trust Preferred Securities bearing the
Restricted Securities Legend set forth in Exhibit A-1 hereto, or if a request is
made to remove such Restricted Securities Legend on Trust Preferred Securities,
the Trust Preferred Securities so issued shall bear the Restricted Securities
Legend, or the Restricted Securities Legend shall not be removed, as the case
may be, unless there is delivered to the Trust and the Property Trustee such
satisfactory evidence, which may include an opinion of counsel, as may be
required by the Trust, that neither the legend nor the restrictions on transfer
set forth therein are required to ensure that transfers thereof comply with the
provisions of Rule 144 under the Securities Act or that such Securities are not
"restricted" within the meaning of Rule 144 under the Securities Act. Upon
provision of such satisfactory evidence, the Property Trustee, at the written
direction of the Trust, shall authenticate and deliver Trust Preferred
Securities that do not bear the legend.

                (b) TRANSFER AND EXCHANGE OF TRUST PREFERRED SECURITIES. When
Certificates representing Trust Preferred Securities are presented to the
Registrar:

                    (i) to register the transfer of such Trust Preferred
         Securities; or

                    (ii) to exchange such Certificates for one or more
         Certificates representing an equal number of Trust Preferred
         Securities,

the Registrar shall register the transfer or make the exchange as requested if
its reasonable requirements for such transaction are met; provided, however,
that the Certificates representing the Trust Preferred Securities surrendered
for transfer or exchange shall be duly endorsed or accompanied by a written
instrument of transfer in form reasonably satisfactory to the Trust and the
Registrar, duly executed by the Holder thereof or his attorney duly authorized
in writing.

                                       37



                (c) LEGEND. Except as permitted by the following paragraph (ii),
each Certificate representing a Trust Preferred Security shall bear a legend
(the "Restricted Securities Legend") in substantially the following form:

                  THIS SECURITY AND ANY NOTE ISSUED IN EXCHANGE FOR THIS
                  SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
                  1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
                  SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR
                  PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
                  TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN
                  THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
                  EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
                  OF THE SECURITIES ACT. BY THE ACQUISITION HEREOF, THE HOLDER
                  AGREES THAT SUCH HOLDER WILL GIVE EACH PERSON TO WHOM THIS
                  SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT
                  OF THIS LEGEND. IN THE CASE OF ANY TRANSFER OR OTHER
                  DISPOSITION MADE OTHERWISE THAN PURSUANT TO AN EFFECTIVE
                  REGISTRATION STATEMENT UNDER THE SECURITIES ACT, THE HOLDER
                  HEREOF SHALL BE REQUIRED TO PROVIDE TO THE TRUST AND THE
                  REGISTRAR, PRIOR TO SUCH TRANSFER, AN OPINION OF COUNSEL,
                  SATISFACTORY TO THE TRUST, THAT SUCH TRANSFER IS EXEMPT FROM,
                  OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT AND
                  IN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES LAWS.

                    (ii) Upon any sale or transfer of a Restricted Trust
         Preferred Security pursuant to an effective registration statement
         under the Securities Act or pursuant to Rule 144 under the Securities
         Act, the Registrar shall permit the Holder thereof to exchange the
         Certificate representing such Restricted Trust Preferred Security for a
         Certificate that does not bear the Restricted Securities Legend and
         rescind any restriction on the transfer of such Restricted Trust
         Preferred Security.

                (d) OBLIGATIONS WITH RESPECT TO TRANSFERS AND EXCHANGES OF TRUST
PREFERRED SECURITIES.

                    (i) To permit registrations of transfers and exchanges, the
         Trust shall execute and the Property Trustee shall authenticate Trust
         Preferred Securities at the Registrar's request.

                    (ii) Registrations of transfers or exchanges will be
         effected without charge, but only upon payment (with such indemnity as
         the Trust or the Sponsor may reasonably require) in respect of any tax
         or other governmental charge that may be imposed in relation to it.
         Upon surrender for registration of


                                       38



         transfer of any Securities, the Administrative Trustees shall cause
         one or more new Securities to be issued in the name of the designated
         transferee or transferees. Every Security surrendered for registration
         of transfer shall be accompanied by a written instrument of transfer
         in form satisfactory to the Administrative Trustees duly executed by
         the Holder or such Holder's attorney duly authorized in writing. Each
         Security surrendered for registration of transfer shall be canceled by
         the Administrative Trustees. A transferee of a Security shall be
         entitled to the rights and subject to the obligations of a Holder
         hereunder upon the receipt by such transferee of a Security. By
         acceptance of a Security, each transferee shall be deemed to have
         agreed to be bound by this Declaration.

                    (iii) Prior to the due presentation for registrations of
         transfer of any Trust Preferred Security, the Trust, the Property
         Trustee, the Paying Agent and the Registrar may deem and treat the
         person in whose name a Trust Preferred Security is registered as the
         absolute owner of such Trust Preferred Security for the purpose of
         receiving Distributions on such Trust Preferred Security and for all
         other purposes whatsoever, and none of the Trust, the Property Trustee,
         the Paying Agent and the Registrar shall be affected by notice to the
         contrary.

                    (iv) All Trust Preferred Securities issued upon any transfer
         or exchange pursuant to the terms of this Declaration shall evidence
         the same security and shall be entitled to the same benefits under this
         Declaration as the Trust Preferred Securities surrendered upon such
         transfer or exchange.

                (e) NO OBLIGATION OF THE PROPERTY TRUSTEE.

                    (i) All notices and communications to be given to the
         Holders and all payments to be made to Holders under the Trust
         Preferred Securities shall be given or made only to or upon the order
         of the registered Holders.

                    (ii) The Property Trustee and Registrar shall have no
         obligation or duty to monitor, determine or inquire as to compliance
         with any restrictions on transfer imposed under this Declaration or
         under applicable law with respect to any transfer of any interest in
         any Trust Preferred Security other than to require delivery of such
         certificates and other documentation or evidence as are expressly
         required by, and to do so if and when expressly required by, the terms
         of this Declaration, and to examine the same to determine substantial
         compliance as to form with the express requirements hereof.

         Section 9.3 DEEMED SECURITY HOLDERS. The Trustees may treat the Person
in whose name any Certificate shall be registered on the books and records of
the Trust as the sole holder of such Certificate and of the Securities
represented by such Certificate for purposes of receiving Distributions and for
all other purposes whatsoever and, accordingly, shall not be bound to recognize
any equitable or other claim to or interest in such Certificate or in the
Securities represented by such Certificate on the part of any Person, whether or
not the Trust shall have actual or other notice thereof.


                                       39



                                   ARTICLE X

                      LIMITATION OF LIABILITY OF HOLDERS OF
                         SECURITIES, TRUSTEES OR OTHERS

         Section 10.1 LIABILITY.

                (a) Except as expressly set forth in this Declaration, the Trust
Preferred Securities Guarantee and the Trust Common Securities Guarantee, the
Sponsor shall not be:

                    (i) personally liable for the return of any portion of the
         capital contributions (or any return thereon) of the Holders of the
         Securities which shall be made solely from assets of the Trust; or

                    (ii) required to pay to the Trust or to any Holder of
         Securities any deficit upon dissolution of the Trust or otherwise.

                (b) The Holder of the Trust Common Securities shall be liable
for all of the debts and obligations of the Trust (other than with respect to
the Securities) to the extent not satisfied out of the Trust's assets.

                (c) Pursuant to Section 3803(a) of the Business Trust Act, the
Holders of the Trust Preferred Securities shall be entitled to the same
limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the State
of Delaware.

         Section 10.2 EXCULPATION.

                (a) No Indemnified Person shall be liable, responsible or
accountable in damages or otherwise to the Trust or any Covered Person for any
loss, damage or claim incurred by reason of any act or omission performed or
omitted by such Indemnified Person in good faith on behalf of the Trust and in a
manner such Indemnified Person reasonably believed to be within the scope of the
authority conferred on such Indemnified Person by this Declaration or by law,
except that an Indemnified Person shall be liable for any such loss, damage or
claim incurred by reason of such Indemnified Person's gross negligence (or, in
the case of the Property Trustee, negligence) or willful misconduct with respect
to such acts or omissions.

                (b) An Indemnified Person shall be fully protected in relying in
good faith upon the records of the Trust and upon such information, opinions,
reports or statements presented to the Trust by any Person as to matters the
Indemnified Person reasonably believes are within such other Person's
professional or expert competence and who, if selected by such Indemnified
Person, has been selected with reasonable care by or on behalf of the Trust,
including information, opinions, reports or statements as to the value and
amount of the assets, liabilities, profits, losses or any other facts pertinent
to the

                                       40



existence and amount of assets from which Distributions to Holders of Securities
might properly be paid.

         Section 10.3 FIDUCIARY DUTY.

                (a) To the extent that, at law or in equity, an Indemnified
Person has duties (including fiduciary duties) and liabilities relating thereto
to the Trust or to any other Covered Person, an Indemnified Person acting under
this Declaration shall not be liable to the Trust or to any other Covered Person
for its good faith reliance on the provisions of this Declaration. The
provisions of this Declaration, to the extent that they restrict the duties and
liabilities of an Indemnified Person otherwise existing at law or in equity
(other than the duties imposed on the Property Trustee under the Trust Indenture
Act), are agreed by the parties hereto to replace such other duties and
liabilities of such Indemnified Person.

                (b) Unless otherwise expressly provided herein:

                    (i) whenever a conflict of interest exists or arises between
         an Indemnified Person and any Covered Person; or

                    (ii) whenever this Declaration or any other agreement
         contemplated herein or therein provides that an Indemnified Person
         shall act in a manner that is, or provides terms that are, fair and
         reasonable to the Trust or any Holder of Securities, the Indemnified
         Person shall resolve such conflict of interest, take such action or
         provide such terms, considering in each case the relative interest of
         each party (including its own interest) to such conflict, agreement,
         transaction or situation and the benefits and burdens relating to such
         interests, any customary or accepted industry practices, and any
         applicable generally accepted accounting practices or principles. In
         the absence of bad faith by the Indemnified Person, the resolution,
         action or term so made, taken or provided by the Indemnified Person
         shall not constitute a breach of this Declaration or any other
         agreement contemplated herein or of any duty or obligation of the
         Indemnified Person at law or in equity or otherwise.

                (c) Whenever in this Declaration an Indemnified Person is
permitted or required to make a decision:

                    (i) in its "discretion" or under a grant of similar
         authority, the Indemnified Person shall be entitled to consider such
         interests and factors as it desires, including its own interests, and
         shall have no duty or obligation to give any consideration to any
         interest of or factors affecting the Trust or any other Person; or

                    (ii) in its "good faith" or under another express standard,
         the Indemnified Person shall act under such express standard and shall
         not be subject to any other or different standard imposed by this
         Declaration or by applicable law.


                                       41



         Section 10.4 INDEMNIFICATION.

                (a) (i) The Note Issuer shall indemnify, to the full extent
permitted by law, any Company Indemnified Person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Trust) by reason of the fact
that he is or was a Company Indemnified Person against reasonable expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Trust, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the Company
Indemnified Person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the Trust, and, with
respect to any criminal action or proceeding, had reasonable cause to believe
that his conduct was unlawful.

                    (ii) The Note Issuer shall indemnify, to the full extent
         permitted by law, any Company Indemnified Person who was or is a party
         or is threatened to be made a party to any threatened, pending or
         completed action or suit by or in the right of the Trust to procure a
         judgment in its favor by reason of the fact that he is or was a Company
         Indemnified Person against expenses (including attorneys' fees)
         actually and reasonably incurred by him in connection with the defense
         or settlement of such action or suit if he acted in good faith and in a
         manner he reasonably believed to be in or not opposed to the best
         interests of the Trust and except that no such indemnification shall be
         made in respect of any claim, issue or matter as to which such Company
         Indemnified Person shall have been adjudged to be liable to the Trust
         unless and only to the extent that the Court of Chancery of Delaware or
         the court in which such action or suit was brought shall determine upon
         application that, despite the adjudication of liability but in view of
         all the circumstances of the case, such person is fairly and reasonably
         entitled to indemnity for such expenses which such Court of Chancery or
         such other court shall deem proper.

                    (iii) To the extent that a Company Indemnified Person shall
         be successful on the merits or otherwise (including dismissal of an
         action without prejudice or the settlement of an action without
         admission of liability) in defense of any action, suit or proceeding
         referred to in paragraphs (i) and (ii) of this Section 10.4(a), or in
         defense of any claim, issue or matter therein, he shall be indemnified,
         to the full extent permitted by law, against expenses (including
         attorneys' fees) actually and reasonably incurred by him in connection
         therewith.

                    (iv) Any indemnification under paragraphs (i) and (ii) of
         this Section 10.4(a) (unless ordered by a court) shall be made by the
         Note Issuer only


                                       42



         as authorized in the specific case upon a determination that
         indemnification of the Company Indemnified Person is proper in the
         circumstances because he has met the applicable standard of conduct
         set forth in paragraphs (i) and (ii). Such determination shall be made
         (1) by the Administrative Trustees by a majority vote of a quorum
         consisting of such Administrative Trustees who were not parties to
         such action, suit or proceeding, (2) if such a quorum is not
         obtainable, or, even if obtainable, if a quorum of disinterested
         Administrative Trustees so directs, by independent legal counsel in a
         written opinion, or (3) by the Holders of Trust Common Securities.

                    (v) Expenses (including attorneys' fees) incurred by a
         Company Indemnified Person in defending a civil, criminal,
         administrative or investigative action, suit or proceeding referred to
         in paragraphs (i) and (ii) of this Section 10.4(a) shall be paid by the
         Note Issuer in advance of the final disposition of such action, suit or
         proceeding upon receipt of an undertaking by or on behalf of such
         Company Indemnified Person to repay such amount if it shall ultimately
         be determined that he is not entitled to be indemnified by the Note
         Issuer as authorized in this Section 10.4(a). Notwithstanding the
         foregoing, no advance shall be made by the Note Issuer if a
         determination is reasonably and promptly made (i) by the Administrative
         Trustees by a majority vote of a quorum of disinterested Administrative
         Trustees, (ii) if such a quorum is not obtainable, or, even if
         obtainable, if a quorum of disinterested Administrative Trustees so
         directs, by independent legal counsel in a written opinion or (iii) the
         Holders of Trust Common Securities, that, based upon the facts known to
         the Administrative Trustees, counsel or the Holders of Trust Common
         Securities at the time such determination is made, such Company
         Indemnified Person acted in bad faith or in a manner that such person
         did not believe to be in or not opposed to the best interests of the
         Trust, or, with respect to any criminal proceeding, that such Company
         Indemnified Person believed or had reasonable cause to believe his
         conduct was unlawful. In no event shall any advance be made in
         instances where the Administrative Trustees, independent legal counsel
         or Holders of Trust Common Securities reasonably determine that such
         person deliberately breached his duty to the Trust, Holders of Trust
         Common Securities or Holders of Trust Preferred Securities.

                    (vi) The indemnification and advancement of expenses
         provided by, or granted pursuant to, the other paragraphs of this
         Section 10.4(a) shall not be deemed exclusive of any other rights to
         which those seeking indemnification and advancement of expenses may be
         entitled under any agreement, vote of stockholders or disinterested
         directors of the Note Issuer or Holders of Trust Preferred Securities
         of the Trust or otherwise, both as to action in his official capacity
         and as to action in another capacity while holding such office. All
         rights to indemnification under this Section 10.4(a) shall be deemed to
         be provided by a contract between the Note Issuer and each Company
         Indemnified Person who serves in such capacity at any time while this
         Section


                                       43



         10.4(a) is in effect. Any repeal or modification of this
         Section 10.4(a) shall not affect any rights or obligations then
         existing.

                    (vii) The Note Issuer or the Trust may purchase and maintain
         insurance on behalf of any person who is or was a Company Indemnified
         Person against any liability asserted against him and incurred by him
         in any such capacity, or arising out of his status as such, whether or
         not the Note Issuer would have the power to indemnify him against such
         liability under the provisions of this Section 10.4(a).

                    (viii) For purposes of this Section 10.4(a), references to
         "the Trust" shall include, in addition to the resulting or surviving
         entity, any constituent entity (including any constituent of a
         constituent) absorbed in a consolidation or merger, so that any person
         who is or was a director, trustee, officer or employee of such
         constituent entity, or is or was serving at the request of such
         constituent entity as a director, trustee, officer, employee or agent
         of another entity, shall stand in the same position under the
         provisions of this Section 10.4(a) with respect to the resulting or
         surviving entity as he would have with respect to such constituent
         entity if its separate existence had continued.

                    (ix) The indemnification and advancement of expenses
         provided by, or granted pursuant to, this Section 10.4(a) shall, unless
         otherwise provided when authorized or ratified, continue as to a person
         who has ceased to be a Company Indemnified Person and shall inure to
         the benefit of the heirs, executors and administrators of such a
         person.

                (b) The Note Issuer agrees to indemnify the (i) Property
Trustee, (ii) the Delaware Trustee, (iii) any Affiliate of the Property Trustee
and the Delaware Trustee, and (iv) any officers, directors, shareholders,
members, partners, employees, representatives, custodians, nominees or agents of
the Property Trustee and the Delaware Trustee (each of the Persons in (i)
through (iv), including the Property Trustee and the Delaware Trustee in their
respective individual capacities, being referred to as a "Fiduciary Indemnified
Person") for, and to hold each Fiduciary Indemnified Person harmless against,
any and all loss, liability, claim, action, suit, cost or expense including
taxes (other than taxes based on the income of such Fiduciary Indemnified
Person) of any kind or nature whatsoever incurred without negligence or bad
faith on its part, arising out of or in connection with the acceptance or
administration or the trust or trusts hereunder, including the costs and
expenses (including reasonable legal fees and expenses) of defending itself
against or investigating any claim or liability in connection with the exercise
or performance of any of its powers or duties hereunder. The obligation to
indemnify as set forth in this Section 10.4(b) shall survive the resignation or
removal of the Property Trustee or the Delaware Trustee and shall survive the
satisfaction and discharge of this Declaration.

         Section 10.5 OUTSIDE BUSINESSES. Any Covered Person, the Sponsor, the
Delaware Trustee and the Property Trustee may engage in or possess an interest
in other business ventures of any nature or description, independently or with
others, similar or

                                       44



dissimilar to the business of the Trust, and the Trust and the Holders of
Securities shall have no rights by virtue of this Declaration in and to such
independent ventures or the income or profits derived therefrom, and the pursuit
of any such venture, even if competitive with the business of the Trust, shall
not be deemed wrongful or improper. No Covered Person, the Sponsor, the Delaware
Trustee or the Property Trustee shall be obligated to present any particular
investment or other opportunity to the Trust even if such opportunity is of a
character that, if presented to the Trust, could be taken by the Trust, and any
Covered Person, the Sponsor, the Delaware Trustee and the Property Trustee shall
have the right to take for its own account (individually or as a partner or
fiduciary) or to recommend to others any such particular investment or other
opportunity. Any Covered Person, the Delaware Trustee and the Property Trustee
may engage or be interested in any financial or other transaction with the
Sponsor or any Affiliate of the Sponsor, or may act as depositary for, trustee
or agent for, or act on any committee or body of holders of, securities or other
obligations of the Sponsor or its Affiliates.

         Section 10.6 COMPENSATION; FEES. The Sponsor agrees to pay to each of
the Property Trustee and the Delaware Trustee such compensation (including, but
not limited to, the payment or reimbursement of any expenses), as may be agreed
separately to by the Sponsor in writing, for all services rendered by such
Trustee hereunder (which compensation shall not be limited by any provision of
law in regard to the compensation of a trustee of an express trust) including
compensation for services rendered up to the time of any removal or resignation
of such Trustee.

         To the fullest extent permitted by law, the parties intend that the
provisions of Section 3561 of Title 12 of the Delaware Code shall not apply to
the Trust and that the compensation payable hereby shall not be subject to
review by any court of competent jurisdiction, whether pursuant to Section 3560
of Title 12 of the Delaware Code or otherwise.

         The provisions of this Section 10.6 shall survive the termination of
the Trust and the satisfaction and discharge of this Declaration and the removal
or resignation of any Trustee.

                                   ARTICLE XI

                                   ACCOUNTING

         Section 11.1 FISCAL YEAR. The fiscal year ("Fiscal Year") of the Trust
shall be the calendar year, or such other year as is required by the Code.

         Section 11.2 CERTAIN ACCOUNTING MATTERS.

                (a) At all times during the existence of the Trust, the
Administrative Trustees shall keep, or cause to be kept, full books of account,
records and supporting documents, which shall reflect in reasonable detail, each
transaction of the Trust. The books of account shall be maintained on the
accrual method of accounting, in accordance with generally accepted accounting
principles, consistently applied. The Trust shall use


                                       45



the accrual method of accounting for United States federal income tax purposes.
The books of account and the records of the Trust shall be examined by and
reported upon as of the end of each Fiscal Year by a firm of independent
certified public accountants selected by the Administrative Trustees.

                (b) The Administrative Trustees shall cause to be prepared and
delivered to each of the Holders of Securities, within 90 days after the end of
each Fiscal Year of the Trust, annual financial statements of the Trust,
including a balance sheet of the Trust as of the end of such Fiscal Year, and
the related statements of income or loss.

                (c) The Administrative Trustees shall cause to be duly prepared
and delivered to each of the Holders of Securities, any annual United States
federal income tax information statement, required by the Code, containing such
information with regard to the Securities held by each Holder as is required by
the Code and the Treasury Regulations. Notwithstanding any right under the Code
to deliver any such statement at a later date, the Administrative Trustees shall
endeavor to deliver all such statements within 30 days after the end of each
Fiscal Year of the Trust.

                (d) The Administrative Trustees shall cause to be duly prepared
and filed with the appropriate taxing authority, an annual United States federal
income tax return, on a Form 1065 or such other form required by United States
federal income tax law, and any other annual income and information tax returns
required to be filed by the Administrative Trustees on behalf of the Trust with
any state or local taxing authority, in each case consistent with the position
that the Trust is classified for United States federal income tax purposes as an
entity which is not subject to United States federal income tax at the entity
level.

         Section 11.3 BANKING. The Trust shall maintain one or more bank
accounts in the name and for the sole benefit of the Trust; provided, however,
that all payments of funds in respect of the Notes held by the Property Trustee
shall be made directly to the Property Trustee Account and no other funds of the
Trust shall be deposited in the Property Trustee Account. The sole signatories
for such accounts shall be designated by the Administrative Trustees; provided,
however, that the Property Trustee shall designate the signatories for the
Property Trustee Account.

         Section 11.4 WITHHOLDING. The Trust and the Administrative Trustees
shall comply with all withholding requirements under United States federal,
state and local law. The Trust shall request, and the Holders shall provide to
the Trust, such forms or certificates as are necessary to establish an
exemption, if any, from withholding with respect to each Holder, and any
representations and forms as shall reasonably be requested by the Trust to
assist it in determining the extent of, and in fulfilling, its withholding
obligations. The Administrative Trustee shall file required forms with
applicable jurisdictions and, unless an exemption from withholding is properly
established by a Holder, shall remit amounts withheld with respect to the Holder
to applicable jurisdictions. To the extent that the Trust is required to
withhold and pay over any amounts to any authority with respect to distributions
or allocations to any Holder, the amount withheld shall be deemed to be a
distribution in the amount of the


                                       46



withholding to the Holder. In the event of any claimed overwithholding, Holders
shall be limited to an action against the applicable jurisdiction. If the amount
required to be withheld was not withheld from actual Distributions made, the
Trust may reduce subsequent Distributions by the amount of such withholding.

                                  ARTICLE XII

                             AMENDMENTS AND MEETINGS

         Section 12.1 AMENDMENTS.

                (a) This Declaration may be amended from time to time by the
Sponsor, the Property Trustee and the Administrative Trustees, without the
consent of the Holders of Securities, (i) to cure any ambiguity, correct or
supplement any provision in this Declaration that may be inconsistent with any
other provision of this Declaration, or to make any other provisions with
respect to ministerial matters or questions arising under the Declaration, which
shall not be inconsistent with the other provisions of the Declaration, (ii) to
conform to any change in Rule 3a-5 or written change in interpretation or
application of Rule 3a-5 by any legislative body, court, government agency or
regulatory authority which amendment does not have a material adverse effect on
the rights, preferences or privileges of the Holders of the Securities, or (iii)
to modify, eliminate or add to any provisions of the Declaration to such extent
as shall be necessary to ensure that the Trust will not be taxable as a
corporation or will be classified for United States federal income tax purposes
as an entity which is not subject to United States federal income tax at the
entity level at all times that any Securities are outstanding or to ensure that
the Trust will not be required to register as an "investment company" under the
Investment Company Act; provided, that in the case of clause (i) above such
actions shall not adversely affect in any material respect the interests of any
Holder of Securities, and any amendments of the Declaration shall become
effective when notice thereof is given to the Holders of Securities.

                (b) Except as provided in (a) above and (c) below, this
Declaration may be amended by the Trustees and the Trust with (i) the consent of
Holders representing not less than a Majority in liquidation amount of the
outstanding Securities, and (ii) receipt by the Trustees of an opinion of
counsel to the effect that such amendment or the exercise of any power granted
to the Trustees in accordance with such amendment will not affect the Trust's
status for United States federal income tax purposes as an entity which is not
subject to United States federal income tax at the entity level or the Trust's
exemption from status as an "investment company" under the Investment Company
Act.

                (c) Without the consent of each Holder of Securities, the
Declaration may not be amended to (i) change the amount or timing of any
Distribution on the Securities or otherwise adversely affect the amount of any
Distribution required to be made in respect of the Securities on a specified
date or (ii) restrict the right of a Holder of Securities to institute suit for
the enforcement of any such payment on or after such date.


                                       47



         Section 12.2 MEETINGS OF THE HOLDERS OF SECURITIES; ACTION BY WRITTEN
CONSENT.
                (a) Meetings of the Holders of any class of Securities may be
called at any time by the Administrative Trustees (or as provided in the terms
of the Securities) to consider and act on any matter on which Holders of such
class of Securities are entitled to act under the terms of this Declaration or
the terms of the Securities. The Administrative Trustees shall call a meeting of
the Holders of such class if directed to do so by the Holders of at least 10% in
liquidation amount of such class of Securities. Such direction shall be given by
delivering to the Administrative Trustees one or more calls in a writing stating
that the signing Holders of Securities wish to call a meeting and indicating the
general or specific purpose for which the meeting is to be called. Any Holders
of Securities calling a meeting shall specify in writing the Certificates held
by the Holders of Securities exercising the right to call a meeting and only
those Securities represented by the Certificates so specified shall be counted
for purposes of determining whether the required percentage set forth in the
second sentence of this paragraph has been met.

                (b) Except to the extent otherwise provided in the terms of the
Securities, the following provisions shall apply to meetings of Holders of
Securities:

                    (i) notice of any such meeting shall be given to all the
         Holders of Securities having a right to vote thereat at least seven
         days and not more than 60 days before the date of such meeting.
         Whenever a vote, consent or approval of the Holders of Securities is
         permitted or required under this Declaration or the rules of any stock
         exchange or over the counter market on which the Trust Preferred
         Securities are listed or admitted for trading, such vote, consent or
         approval may be given at a meeting of the Holders of Securities. Any
         action that may be taken at a meeting of the Holders of Securities may
         be taken without a meeting if a consent in writing setting forth the
         action so taken is signed by the Holders of Securities owning not less
         than the minimum amount of Securities in liquidation amount that would
         be necessary to authorize or take such action at a meeting at which all
         Holders of Securities having a right to vote thereon were present and
         voting. Prompt notice of the taking of action without a meeting shall
         be given to the Holders of Securities entitled to vote who have not
         consented in writing. The Administrative Trustees may specify that any
         written ballot submitted to the Security Holders for the purpose of
         taking any action without a meeting shall be returned to the Trust
         within the time specified by the Administrative Trustees;

                    (ii) each Holder of a Security may authorize any Person to
         act for it by proxy on all matters in which a Holder of Securities is
         entitled to participate, including waiving notice of any meeting, or
         voting or participating at a meeting. No proxy shall be valid after the
         expiration of 11 months from the date thereof unless otherwise provided
         in the proxy. Every proxy shall be revocable at the pleasure of the
         Holder of Securities executing it. Except as otherwise provided herein,
         all matters relating to the giving, voting or validity of proxies shall
         be governed by the General Corporation Law of the State of


                                       48



         Delaware relating to proxies, and judicial interpretations thereunder,
         as if the Trust were a Delaware corporation and the Holders of the
         Securities were stockholders of a Delaware corporation;

                    (iii) each meeting of the Holders of the Securities shall be
         conducted by the Administrative Trustees or by such other Person that
         the Administrative Trustees may designate; and

                    (iv) unless the Business Trust Act, this Declaration, the
         Terms of the Securities or the Trust Indenture Act provide otherwise,
         the Administrative Trustees, in their sole discretion, shall establish
         all other provisions relating to meetings of Holders of Securities,
         including notice of the time, place or purpose of any meeting at which
         any matter is to be voted on by any Holders of Securities, waiver of
         any such notice, action by consent without a meeting, the establishment
         of a record date, quorum requirements, voting in person or by proxy or
         any other matter with respect to the exercise of any such right to
         vote.

                                  ARTICLE XIII

                       REPRESENTATIONS OF PROPERTY TRUSTEE
                              AND DELAWARE TRUSTEE

         Section 13.1 REPRESENTATIONS AND WARRANTIES OF PROPERTY TRUSTEE. The
Property Trustee that acts as initial Property Trustee represents and warrants
to the Trust, the Sponsor and the Holders at the date of this Declaration, and
each Successor Property Trustee represents and warrants to the Trust, the
Sponsor and the Holders at the time of the Successor Property Trustee's
acceptance of its appointment as Property Trustee that:

                (a) The Property Trustee is a banking corporation with trust
powers, duly organized, validly existing and in good standing under the laws of
the State of Delaware, with full corporate power and authority to execute and
deliver, and to carry out and perform its obligations under the terms of, this
Declaration.

                (b) The execution, delivery and performance by the Property
Trustee of the Declaration has been duly authorized by all necessary corporate
action on the part of the Property Trustee. The Declaration has been duly
executed and delivered by the Property Trustee, and constitutes a legal, valid
and binding obligation of the Property Trustee, enforceable against it in
accordance with its terms, subject to applicable bankruptcy, reorganization,
moratorium, insolvency, and other similar laws affecting creditors' rights
generally and to general principles of equity and the discretion of the court
(regardless of whether the enforcement of such remedies is considered in a
proceeding in equity or at law).

                (c) The execution, delivery and performance of the Declaration
by the Property Trustee does not violate, conflict with or constitute a breach
of (i) the certificate of incorporation or By-laws of the Property Trustee, (ii)
any law, rule, regulation, order, judgment or decree applicable to the Property
Trustee, or (iii) any indenture, mortgage,


                                       49



license, agreement or other instrument to which the Property Trustee is a party
or by which it is bound.

                (d) At the Closing Date, the Property Trustee will be the record
holder of the Notes, and the Property Trustee has not created any liens or
encumbrances on such Notes.

                (e) No consent, approval or authorization of, or registration
with or notice to, any State or Federal banking authority is required for the
execution, delivery or performance by the Property Trustee of the Declaration.

         Section 13.2 REPRESENTATIONS AND WARRANTIES OF DELAWARE TRUSTEE. The
Trustee that acts as initial Delaware Trustee represents and warrants to the
Trust, the Sponsor and the Holders at the date of this Declaration and at the
time of Closing, and each Successor Delaware Trustee represents and warrants to
the Trust, the Sponsor and the Holders at the time of the Successor Delaware
Trustee's acceptance of its appointment as Delaware Trustee that:

                (a) The Delaware Trustee is duly organized, validly existing and
in good standing as a banking corporation under the laws of the State of
Delaware, with
trust power and authority to execute and deliver, and to carry out and perform
its obligations under the terms of, this Declaration.

                (b) The execution, delivery and performance by the Delaware
Trustee of the Declaration has been duly authorized by all necessary corporate
action on the part of the Delaware Trustee. The Declaration has been duly
executed and delivered by the Delaware Trustee and constitutes a legal, valid
and binding obligation of the Delaware Trustee, enforceable against it in
accordance with its terms, subject to applicable bankruptcy, reorganization,
moratorium, insolvency, and other similar laws affecting creditors' rights
generally and to general principles of equity and the discretion of the court
(regardless of whether the enforcement of such remedies is considered in a
proceeding in equity or at law).

                (c) The execution, delivery and performance of the Declaration
by the Delaware Trustee does not violate, conflict with or constitute a breach
of (i) the certificate of incorporation or by-laws of the Delaware Trustee, (ii)
any law, rule, regulation, order, judgment or decree applicable to the Delaware
Trustee, or (iii) any indenture, mortgage, license, agreement or other
instrument to which the Delaware Trustee is a party or by which it is bound.

                (d) No consent, approval or authorization of, or registration
with or notice to, any State of Delaware or Federal banking authority is
required to be made, obtained or given, as the case may be, by the Delaware
Trustee for the execution, delivery or performance by the Delaware Trustee of
this Declaration.

                (e) The Delaware Trustee is an entity which has its principal
place of business in the State of Delaware.



                                       50



                (f) The Delaware Trustee has been authorized to perform its
obligations under the Certificate of Trust and the Declaration.

                                   ARTICLE XIV

                                  MISCELLANEOUS

         Section 14.1 NOTICES. All notices provided for in this Declaration
shall be in writing, duly signed by the party giving such notice, and shall be
delivered, sent by facsimile or mailed by first class mail, as follows:

                (a) if given to the Trust, in care of the Administrative
Trustees at the Trust's mailing address set forth below (or such other address
as the Trust may give notice of to the Holders of the Securities):

                           CCC Capital Trust
                           World Trade Center Chicago
                           444 Merchandise Mart
                           Chicago, Illinois 60654
                           Phone: 312-222-4636
                           Fax: 312-527-2298

                (b) if given to the Property Trustee, at the mailing address set
forth below (or such other address as the Property Trustee may give notice of to
the Holders of the Securities):

                           Wilmington Trust Company
                           Rodney Square North
                           1100 North Market Street
                           Wilmington, DE  19890-0001
                           Attn:  Corporate Trust Administration
                           Phone:  302-651-1118
                           Fax:  302-651-1576

                (c) if given to the Delaware Trustee, at the mailing address set
forth below (or such other address as the Delaware Trustee may give notice of to
the Holders of the Securities):

                           Wilmington Trust Company
                           Rodney Square North
                           1100 North Market Street
                           Wilmington, DE  19890-0001
                           Attn:  Corporate Trust Administration
                           Phone:  302-651-1118
                           Fax:  302-651-1576


                                       51



                (d) if given to the Holder of the Trust Common Securities, at
the mailing address of the Sponsor set forth below (or such other address as the
Holder of the Trust Common Securities may give notice to the Trust):

                           CCC Information Services Group Inc.
                           World Trade Center Chicago
                           444 Merchandise Mart
                           Chicago, Illinois 60654
                           Attn: Chief Financial Officer
                           Phone: 312-222-4636
                           Fax: 312-527-2298

                (e) if given to any other Holder, at the address set forth on
the books and records of the Trust or the Registrar, as applicable.

         All such notices shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or three (3) Business Days after the
same has been mailed by United States certified or registered mail, postage
prepaid, except that if a notice or other document is refused delivery or cannot
be delivered because of a changed address of which no notice was given, such
notice or other document shall be deemed to have been delivered on the date of
such refusal or inability to deliver.

         Section 14.2 GOVERNING LAW. This Declaration and the rights of the
parties hereunder shall be governed by and interpreted in accordance with the
laws of the State of Delaware, and all rights and remedies shall be governed by
such laws without regard to its principles of conflict of laws.

         Section 14.3 INTENTION OF THE PARTIES. It is the intention of the
parties hereto that the Trust be classified for United States federal income tax
purposes as a partnership. The provisions of this Declaration shall be
interpreted to further this intention of the parties. The parties hereto further
agree that the Holder of a majority of the Trust Common Securities shall be the
Tax Matters Partner (as defined in Section 6231 of the Code).

         Section 14.4 HEADINGS. Headings contained in this Declaration are
inserted for convenience of reference only and do not affect the interpretation
of this Declaration or any provision hereof.

         Section 14.5 SUCCESSORS AND ASSIGNS. Whenever in this Declaration any
of the parties hereto is named or referred to, the successors and assigns of
such party shall be deemed to be included, and all covenants and agreements in
this Declaration by the Sponsor and the Trustees shall bind and inure to the
benefit of their respective successors and assigns, whether so expressed.

         Section 14.6 PARTIAL ENFORCEABILITY. If any provision of this
Declaration, or the application of such provision to any Person or circumstance,
shall be held invalid, the


                                       52



remainder of this Declaration, or the application of such provision to persons
or circumstances other than those to which it is held invalid, shall not be
affected thereby.

         Section 14.7 COUNTERPARTS. This Declaration may contain more than one
counterpart of the signature page, and this Declaration may be executed by the
affixing of the signature of each of the Trustees to one of such counterpart
signature pages. All of such counterpart signature pages shall be read as though
one, and they shall have the same force and effect as though all of the signers
had signed a single signature page.





                                       53






         IN WITNESS WHEREOF, the undersigned has caused these presents to be
executed as of the day and year first above written.



                               Reid E. Simpson,
                               as Administrative Trustee



                               By: /s/ Reid E. Simpson
                                   -------------------------------------------
                               Name:  Reid E. Simpson
                                     -----------------------------------------
                               Title: Administrative Trustee
                                      ----------------------------------------



                               Robert Guttman,
                               as Administrative Trustee


                               By: /s/ Robert Guttman
                                   -------------------------------------------
                               Name:  Robert Guttman
                                     -----------------------------------------
                               Title: Administrative Trustee
                                      ----------------------------------------



                               WILMINGTON TRUST COMPANY,
                               as Property Trustee and Delaware Trustee



                               By: /s/ Jill K. Morrison
                                   -------------------------------------------
                               Name:  Jill K. Morrison
                                     -----------------------------------------
                               Title: Financial Services Officer
                                      ----------------------------------------


                               CCC INFORMATION SERVICES GROUP INC.,
                               as Sponsor


                               By: /s/ Reid E. Simpson
                                   -------------------------------------------
                               Name:  Reid E. Simpson
                                     -----------------------------------------
                               Title: Executive Vice President and Chief
                                        Financial Officer
                                      ----------------------------------------




                                        54





                                                                         ANNEX I


                                    TERMS OF
                           TRUST PREFERRED SECURITIES
                                       AND
                             TRUST COMMON SECURITIES

         Pursuant to Section 7.1 of the Amended and Restated Declaration of
Trust, dated as of February 23, 2001 (as amended from time to time, the
"Declaration"), the designation, rights, privileges, restrictions, preferences
and other terms and provisions of the Trust Preferred Securities and the Trust
Common Securities are set out below (each capitalized term used herein but not
defined herein has the meaning set forth in the Declaration or, if not defined
in such Declaration, as defined in the Securities Purchase Agreement):

         1. DESIGNATION AND NUMBER.

                (a) "TRUST PREFERRED SECURITIES." (i) 15,000 Trust Preferred
Securities to be issued on the Closing Date for the consideration therefore as
provided in the Securities Purchase Agreement and (ii) such number of Trust
Preferred Securities as shall be equal to the quotient of (x) 97% of the amount
of any interest payments on Notes that, pursuant to the Indenture, are paid in
the form of PIK Notes (with the amount of such interest payments being equal to
the principal amount of such PIK Notes), divided by (y) 1,000. Any Trust
Preferred Securities provided for in clause (ii) of the immediately preceding
sentence shall be issued to the holders of Trust Preferred Securities
outstanding immediately prior to the issuance of such new Trust Preferred
Securities in amounts proportionate to the respective ownership percentage of
each Holder with respect to such existing Trust Preferred Securities and shall
be deemed to be issued and outstanding immediately upon the issuance to the
Property Trustee of the applicable PIK Notes. The Trust Preferred Securities
shall have a liquidation amount with respect to the assets of the Trust of
$1,000 per Trust Preferred Security. The Certificates evidencing the Trust
Preferred Securities shall be substantially in the form of Exhibit A-1 to the
Declaration, with such changes and additions thereto or deletions therefrom as
may be required by ordinary usage, custom or practice.

                (b) "TRUST COMMON SECURITIES." (i) 463.918 Trust Common
Securities to be issued on the Closing Date for the consideration therefor as
provided in the Common Securities Subscription Agreement of even date herewith,
between the Trust and Sponsor and (ii) such number of Trust Common Securities as
shall be equal to the quotient of (x) 3% of the amount of any interest payments
on Notes that, pursuant to the Indenture, are paid in the form of PIK Notes
(with the amount of such interest payments being equal to the principal amount
of such PIK Notes), divided by (y) 1,000. Any Trust Common Securities provided
for in clause (ii) of the immediately preceding sentence shall be issued to the
holders of Trust Common Securities outstanding immediately prior to the issuance
of such new Trust Common Securities in amounts proportionate to the respective
ownership percentages of each Holder with respect to such existing Trust


                                ANNEX 1-PAGE 1



Common Securities and shall be deemed to be issued and outstanding immediately
upon the issuance to the Property Trustee of the applicable PIK Notes. The Trust
Common Securities shall have a liquidation amount with respect to the assets of
the Trust of $1,000 per Trust Common Security. The Certificates evidencing the
Trust Common Securities shall be substantially in the form of Exhibit A-2 to the
Declaration, with such changes and additions thereto or deletions therefrom as
may be required by ordinary usage, custom or practice.

         2. DISTRIBUTIONS.

                (a) Distributions payable on each Security will be (i) for the
first three years from the date of the Closing Date, fixed at a rate per annum
of 9% of the stated liquidation amount of $1,000 per Security, payable in cash
except as set forth below, and (ii) thereafter, fixed at a rate per annum of 11%
of the stated liquidation amount of $1,000 per Security (plus any Additional
Payments, as defined in the Indenture, payable by the Note Issuer in respect of
any $1,000 principal amount of Notes), payable in cash (the rate referred to in
clause (i) or (ii), as applicable, referred to herein as the "Coupon Rate"). The
Coupon Rate corresponds to the rate of interest payable on the Notes to be held
by the Property Trustee. Distributions in arrears will bear interest thereon
compounded quarterly at the Coupon Rate (to the extent permitted by applicable
law). The term "Distributions" as used herein includes any such interest
including any Additional Interest and Compounded Interest payable unless
otherwise stated. A Distribution is payable only to the extent that cash
payments are made in respect of the Notes held by the Property Trustee and to
the extent the Property Trustee has funds available therefore. The amount of
Distributions payable for any period will be computed for any full quarterly
Distribution period on the basis of a 360-day year of twelve 30-day months, and
for any period shorter than a full quarterly Distribution period for which
Distributions are computed, Distributions will be computed on the basis of the
actual number of days elapsed.

                (b) Distributions on the Securities will be cumulative and will
accumulate whether or not there are funds of the Trust available for payment of
Distributions. Distributions will accrue from February 23, 2001 and will be
payable quarterly and in arrears, on the following Distribution dates, which
dates correspond to the interest payment dates on the Notes: March 31, June 30,
September 30 and December 31 of each year, commencing on February 23, 2001,
when, as and if available for payment by the Property Trustee, except as
otherwise described below. The Note Issuer has the right under the Indenture,
subject to certain limitations, to pay interest on the Notes in the form of PIK
Notes for the first three years following the Closing Date. In the event that
interest payable on the Notes on any interest payment date during such term is
paid in the form of PIK Notes, then (i) no Distribution will be paid on such
date (except to the extent that any portion of such interest is paid in cash),
and no interest in arrears will accrue on such Distribution, and (ii) additional
Trust Preferred Securities and Trust Common Securities will be issued on such
date in accordance with paragraphs 1(a) and 1(b) above.


                                ANNEX 1-PAGE 2



                (c) Distributions on the Securities will be payable to the
Holders thereof as they appear on the books and records of the Trust on the
relevant record dates. The relevant record dates shall be 15 days prior to the
relevant payment dates, except as otherwise described in this Annex I to the
Declaration. The relevant record dates for the Trust Common Securities shall be
the same record dates as for the Trust Preferred Securities. Distributions
payable on any Securities that are not punctually paid on any Distribution
payment date, as a result of the Note Issuer having failed to make a payment
under the Notes, will cease to be payable to the Person in whose name such
Securities are registered on the relevant record date, and such defaulted
Distribution will instead be payable to the Person in whose name such Securities
are registered on the special record date or other specified date determined in
accordance with the Indenture. If any date on which Distributions are payable on
the Securities is not a Business Day, then payment of the Distribution payable
on such date will be made on the next succeeding day that is a Business Day (and
without any distribution or other payment in respect of any such delay) except
that, if such Business Day is in the next succeeding calendar year, such payment
shall be made on the immediately preceding Business Day, in each case with the
same force and effect as if made on such date.

                (d) In the event that there is any money or other property held
by or for the Trust that is not accounted for hereunder, such property shall be
distributed Pro Rata (as defined herein) among the Holders of the Securities.

         3. LIQUIDATION DISTRIBUTION UPON DISSOLUTION. In the event of any
voluntary or involuntary dissolution, winding-up or termination of the Trust
(each, a "Liquidation"), the Administrative Trustees, after satisfaction of
creditors of the Trust, if any, shall, at the election of, and at the time
directed by, a Majority in liquidation amount of the Securities, either (i)
cause Notes held by the Property Trustee, having a principal amount equal to the
aggregate stated liquidation amount of the Securities, to be distributed to the
Holders of the Securities in liquidation of such Holders' interest in the Trust
on a Pro Rata basis or (ii) make distributions out of the assets of the Trust in
an amount equal to the aggregate of the stated liquidation amount of $1,000 per
Security plus accrued and unpaid Distributions thereon to the date of payment
(such amount being the "Liquidation Distribution"), provided that, if the
Liquidation is related to a Special Event, distribution shall be made in
accordance with Section 4(c) below. Such payments will be made my wire transfer
of immediately available funds to the account specified in writing by the
applicable Holder.

         If, upon any such Liquidation (other than a Liquidation related to a
Special Event), the Liquidation Distribution can be paid only in part because
the Trust has insufficient assets available to pay in full the aggregate
Liquidation Distribution, then the amounts payable directly by the Trust on the
Securities shall be paid on a Pro Rata basis in accordance with paragraph 8
below, as if a Declaration Event of Default shall have occurred and be
continuing.


                                ANNEX 1-PAGE 3



         4. REDEMPTION AND DISTRIBUTION.

                (a) Upon the repayment or redemption of the Notes in whole or in
part, whether at maturity, upon acceleration, earlier redemption or otherwise,
the proceeds from such repayment or payment shall be simultaneously applied to
redeem, in cash, Securities having an aggregate liquidation amount equal to the
aggregate principal amount of the Notes so repaid or redeemed at a redemption
price equal to the redemption price of such repaid or redeemed Notes (as
specified in the Indenture), together with accrued and unpaid Distributions
thereon through the date of the redemption (the "Redemption Price"). To the
extent practicable, Holders will be given not less than 30 nor more than 60
days' notice of such redemption. Such payments will be made by wire transfer of
immediately available funds to the account specified in writing by the
applicable Holder.

                (b) If fewer than all of the outstanding Securities are to be so
redeemed, the Trust Common Securities and the Trust Preferred Securities will be
redeemed Pro Rata, and the Trust Preferred Securities to be redeemed will be as
described in paragraph 4(f)(ii) below.

                (c) If, at any time, a Tax Event or an Investment Company Event
(each as defined below and each a "Special Event") shall occur and be
continuing, the Administrative Trustees shall, unless the Notes are redeemed in
the limited circumstances involving a Redemption Tax Event (as defined below),
dissolve the Trust and, after satisfaction of creditors of the Trust, if any,
cause Notes held by the Property Trustee, having a principal amount equal to the
aggregate stated liquidation amount of the Securities, to be distributed to the
Holders of the Securities in liquidation of such Holders' interest in the Trust
on a Pro Rata basis, within 90 days following the occurrence of such Special
Event (the "90 Day Period"); provided, however, that in the case of a Tax Event,
such dissolution and distribution shall be conditioned on the Administrative
Trustees' receipt of an opinion of a nationally recognized independent tax
counsel experienced in such matters (a "No Recognition Opinion"), which opinion
may rely on published revenue rulings of the Internal Revenue Service, to the
effect that the Holders of the Trust Preferred Securities will not recognize any
income, gain or loss for United States federal income tax purposes as a result
of such dissolution and distribution of Notes, and provided, further, that if at
the time there is available to the Trust the opportunity to eliminate, within
the 90 Day Period, the Special Event by taking some ministerial action, such as
filing a form or making an election, or pursuing some other similar reasonable
measure which in the sole judgment of the Sponsor, has or will cause no material
adverse effect on the Trust, the Sponsor or the Holders of the Securities and
will involve no material cost ("Ministerial Action"), the Trust will pursue such
Ministerial Action in lieu of dissolution.

         If in the event of a Tax Event, (i) the Administrative Trustees have
received an opinion (a "Redemption Tax Opinion") of a nationally recognized
independent tax counsel experienced in such matters that, as a result of such
Tax Event, there is more than an insubstantial risk that the Note Issuer would
be precluded from deducting the interest


                                ANNEX 1-PAGE 4



on the Notes for United States federal income tax purposes even if the Notes
were distributed to the Holders of Securities in liquidation of such Holders'
interest in the Trust as described in this paragraph 4(c), or (ii) the
Administrative Trustees shall have been informed by such tax counsel that a No
Recognition Opinion cannot be delivered to the Trust (each such case, a
"Redemption Tax Event"), the Note Issuer shall have the right, upon not less
than 30 nor more than 60 days' notice, to redeem the Notes in whole (but not in
part) for cash within 90 days following the occurrence of such Redemption Tax
Event at a Redemption Price equal to 100% of the principal amount of the Notes
so redeemed, plus any accrued and unpaid interest thereon to the date fixed for
redemption and promptly following such redemption, the Securities shall be
redeemed at the Redemption Price on a Pro Rata basis at $1,000 per Security plus
accrued and unpaid distributions thereon to the date fixed for redemption;
provided, however, that if at the time there is available to the Note Issuer or
the Trust the opportunity to eliminate, within such 90 Day Period, the
Redemption Tax Event by taking some Ministerial Action which has no adverse
effect on the Trust, the Holders of Securities or the Note Issuer, the Trust or
the Note Issuer will pursue such Ministerial Action in lieu of redemption.

         "Tax Event" means that the Administrative Trustees shall have received
an opinion of a nationally recognized independent tax counsel experienced in
such matters (a "Dissolution Tax Opinion") to the effect that, as a result of
(a) any amendment to, or change (including any announced prospective change) in,
the laws (or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein, (b) any amendment to, or
change in, an interpretation or application of any such laws or regulations by
any legislative body, court, governmental agency or regulatory authority
(including the enactment of any legislation and the publication of any judicial
decision or regulatory determination), (c) any interpretation or pronouncement
that provides for a position with respect to such laws or regulations that
differs from the theretofore generally accepted position or (d) any action taken
by any governmental agency or regulatory authority, which amendment or change is
enacted, promulgated, issued or announced or which interpretation or
pronouncement is issued or announced or which action is taken, in each case on
or after the date hereof (collectively, a "Change in Tax Law"), there is more
than an insubstantial risk that (i) the Trust is, or will be within 90 days of
the date of such Dissolution Tax Opinion, subject to United States federal
income tax with respect to interest accrued or received on the Notes, (ii) the
Trust is, or will be within 90 days of the date of such Dissolution Tax Opinion,
subject to more than a de minimis amount of other taxes, duties or other
governmental charges, or (iii) interest payable by the Note Issuer to the Trust
on the Notes is not, or within 90 days of the date of such Dissolution Tax
Opinion will not be, deductible by the Note Issuer for United States federal
income tax purposes. Notwithstanding anything in the previous sentence to the
contrary, a Tax Event shall not include any Change in Tax Law that requires the
Note Issuer for United States federal income tax purposes to defer taking a
deduction for any original issue discount ("OID") that accrues with respect to
the Notes until the interest payment related to such OID is paid by the Note
Issuer in money; provided, that such Change in Tax Law does not create more than
an insubstantial risk that the Note Issuer will be prevented from taking a
deduction for OID accruing with respect to the Notes at a


                                ANNEX 1-PAGE 5



date that is no later than the date the interest payment related to such OID is
actually paid by the Note Issuer in money.

         "Investment Company Event" means that the Administrative Trustees shall
have received an opinion of a nationally recognized independent counsel
experienced in practice under the Investment Company Act (an "Investment Company
Event Opinion") that, as a result of a change in law or regulation or a change
in interpretation or application of law or regulation by any legislative body,
court, governmental agency or regulatory authority (a "Change in 1940 Act Law"),
there is more than an insubstantial risk that the Trust is or will be considered
an Investment Company which is required to be registered under the Investment
Company Act, which Change in 1940 Act Law becomes effective on or after the date
of the Securities Purchase Agreement.

         On the date fixed for any distribution of Notes, upon dissolution of
the Trust: (i) the Securities will no longer be deemed to be outstanding and
(ii) certificates representing Securities will be deemed to represent beneficial
interests in Notes having an aggregate principal amount equal to the stated
liquidation amount, and bearing accrued and unpaid interest equal to accrued and
unpaid Distributions, on such Securities until such certificates are presented
to the Note Issuer or its agent for transfer or reissuance.

                (d) The Trust may not redeem fewer than all of the outstanding
Securities unless all accrued and unpaid Distributions have been paid on all
Securities for all quarterly Distribution periods terminating on or before the
date of redemption.

                (e) Redemption or Distribution Procedures.

                           (i) Notice of any redemption of, or notice of
         distribution of Notes in exchange for, the Securities (a
         "Redemption/Distribution Notice") will be given by the Trust by mail to
         each Holder of Securities to be redeemed or exchanged not fewer than 30
         nor more than 60 days before the date fixed for redemption or exchange
         thereof which, in the case of a redemption, will be the date fixed for
         redemption of the Notes. For purposes of the calculation of the date of
         redemption or exchange and the dates on which notices are given
         pursuant to this paragraph 4(f)(i), a Redemption/Distribution Notice
         shall be deemed to be given on the day such notice is first mailed by
         first-class mail, postage pre-paid, to Holders of Securities. Each
         Redemption/Distribution Notice shall be addressed to the Holders of
         Securities at the address of each such Holder appearing in the books
         and records of the Trust. No defect in the Redemption/Distribution
         Notice or in the mailing of either thereof with respect to any Holder
         shall affect the validity of the redemption or exchange proceedings
         with respect to any other Holder.

                           (ii) In the event that fewer than all the outstanding
         Securities are to be redeemed, the Securities to be redeemed shall be
         redeemed Pro Rata from each Holder of Trust Preferred Securities.


                                ANNEX 1-PAGE 6



                           (iii) If Securities are to be redeemed and the Trust
         gives a Redemption/Distribution Notice, which notice shall be
         irrevocable and may only be issued if the Notes are redeemed as set out
         in this Section 4, then by 12:00 noon, Central time, on the redemption
         date, provided that the Note Issuer has paid the Property Trustee a
         sufficient amount of cash in connection with the related redemption or
         maturity or otherwise of the Notes, the Trust will irrevocably deposit
         with the Paying Agent funds sufficient to pay the amount payable on
         redemption or maturity or otherwise to the Holders of such Securities
         upon surrender of their certificates. If a Redemption/Distribution
         Notice shall have been given and funds deposited as required, then on
         the date of such deposit, all rights of Holders of such Securities so
         called for redemption will cease, except the right of the Holders of
         such Securities to receive the Redemption Price, but without interest
         on such Redemption Price. Neither the Administrative Trustees nor the
         Trust shall be required to register or cause to be registered the
         transfer of any Securities that have been so called for redemption. If
         any date fixed for redemption of Securities is not a Business Day, then
         payment of the amount payable on such date will be made on the next
         succeeding day that is a Business Day (without any interest or other
         payment in respect of any such delay) except that, if such Business Day
         falls in the next calendar year, such payment will be made on the
         immediately preceding Business Day, in each case with the same force
         and effect as if made on such date fixed for redemption. If payment of
         the Redemption Price in respect of any Securities is improperly
         withheld or refused and not paid either by the Trust or by the Sponsor
         as guarantor pursuant to the Trust Preferred Securities Guarantee or
         the Trust Common Securities Guarantee, as applicable, Distributions on
         such Securities will continue to accrue at the then applicable rate,
         from the original redemption date to the date of payment, in which case
         the actual payment date will be considered the date fixed for
         redemption for purposes of calculating the amount payable upon
         redemption (other than for purposes of calculating any premium).

                           (iv) Redemption/Distribution Notices shall be sent by
         the Administrative Trustees on behalf of the Trust to (A) in the case
         of Trust Preferred Securities, the Holders of such Securities and (B)
         in respect of the Trust Common Securities, the Holder thereof.

                           (v) Subject to the foregoing and applicable law
         (including, without limitation, United States federal securities laws),
         the Sponsor or any of its subsidiaries may at any time and from time to
         time purchase outstanding Trust Preferred Securities by tender, in the
         open market or by private agreement.


                                ANNEX 1-PAGE 7



         5. VOTING RIGHTS - TRUST PREFERRED SECURITIES.

                (a) Except as provided under paragraphs 5(b) and 7, in the
Business Trust Act and as otherwise required by law or the Declaration, the
Holders of the Trust Preferred Securities will have no voting rights on account
of their ownership of Trust Preferred Securities.

                (b) Subject to the requirements set forth in this paragraph, the
Holders of a majority in liquidation amount of the Trust Preferred Securities,
voting separately as a class, may direct the time, method and place of
conducting any proceeding for any remedy available to the Property Trustee, or
direct the exercise of any trust or power conferred upon the Property Trustee
under the Declaration, including the right to direct the Property Trustee, as
holder of the Notes, to (i) exercise the remedies available to it under the
Indenture as a holder of the Notes, (ii) waive any past default and its
consequences that is waivable under the Indenture, or (iii) exercise any right
to rescind or annul a declaration that the principal of all the Notes shall be
due and payable. The Property Trustee shall be under no obligation to revoke any
action previously authorized or approved by a vote of the Holders of the Trust
Preferred Securities. Other than with respect to directing the time, method and
place of conducting any remedy available to the Property Trustee or the
Indenture Trustee as set forth above, the Property Trustee shall be under no
obligation to take any action in accordance with the directions of the Holders
of the Trust Preferred Securities under this paragraph unless the Property
Trustee has obtained an opinion of independent tax counsel to the effect that
the Trust will not be classified for United States federal income tax purposes
as other than an entity which is not subject to United States federal income tax
at the entity level on account of such action. If the Property Trustee fails to
enforce its rights under the Notes after the Holders of 25% in liquidation
amount of the Trust Preferred Securities have made a written request, the
Holders of a Majority in liquidation amount of the Trust Preferred Securities
may, to the extent permitted by applicable law, institute a legal proceeding
against the Note Issuer to enforce the Property Trustee's rights under the Notes
without first instituting any legal proceeding against the Property Trustee or
any other Person. Notwithstanding the foregoing, if a Declaration Event of
Default has occurred and is continuing and such event is attributable to the
failure of the Note Issuer to pay interest or principal on the Notes on the date
such interest or principal is otherwise payable (or in the case of redemption on
the redemption date), then a Holder of Trust Preferred Securities may directly
institute a proceeding for enforcement of payment to such holder (a "Direct
Action") of the principal of, premium, if any, or interest on the Notes having
an aggregate principal amount equal to the aggregate liquidation amount of the
Trust Preferred Securities of such Holder on or after the respective due date
specified in the Notes. Except as provided above, the holders of Trust Preferred
Securities will not be able to exercise directly any other remedy available to
the holders of the Notes. In connection with such Direct Action, the Note Issuer
will be subrogated to the rights of such Holder of Trust Preferred Securities
under the Declaration to the extent of any payment made by the Note Issuer to
such Holder of Trust Preferred Securities in such Direct Action.


                                ANNEX 1-PAGE 8



         Any required approval or direction of Holders of Trust Preferred
Securities may be given at a separate meeting of Holders of Trust Preferred
Securities convened for such purpose, at a meeting of all of the Holders of
Securities in the Trust or pursuant to written consent. The Administrative
Trustees will cause a notice of any meeting at which Holders of Trust Preferred
Securities are entitled to vote, or of any matter upon which action by written
consent of such Holders is to be taken, to be mailed to each Holder of record of
Trust Preferred Securities. Each such notice will include a statement setting
forth the following information (i) the date of such meeting or the date by
which such action is to be taken, (ii) a description of any resolution proposed
for adoption at such meeting on which such Holders are entitled to vote or of
such matter upon which written consent is sought and (iii) instructions for the
delivery of proxies or consents. No vote or consent of the Holders of the Trust
Preferred Securities will be required for the Trust to redeem and cancel Trust
Preferred Securities or to distribute the Notes in accordance with the
Declaration and the terms of the Securities.

         Notwithstanding that Holders of Trust Preferred Securities are entitled
to vote or consent under any of the circumstances described above, any of the
Trust Preferred Securities that are owned by the Sponsor or any Affiliate of the
Sponsor (other than Capricorn Investors III, L.P. or any of its Affiliates, if
applicable) shall not be entitled to vote or consent and shall, for purposes of
such vote or consent, be treated as if such Trust Preferred Securities were not
outstanding.

         6. VOTING RIGHTS - TRUST COMMON SECURITIES.

                (a) Except as provided under paragraphs 6(b), 6(c) and 7, in the
Business Trust Act and as otherwise required by law or the Declaration, the
Holders of the Trust Common Securities will have no voting rights on account of
their ownership of Trust Common Securities.

                (b) The Holders of the Trust Common Securities are entitled, in
accordance with Article V of the Declaration, to vote to appoint, remove or
replace any Property Trustee (subject to consent by the Holders of a Majority in
liquidation amount of the Securities) or to increase or decrease the number of
Trustees.

                (c) No vote or consent of the Holders of the Trust Common
Securities will be required for the Trust to redeem and cancel Trust Common
Securities or to distribute the Notes in accordance with the Declaration and the
terms of the Securities.

         7. AMENDMENTS TO DECLARATION AND INDENTURE; REPURCHASE BY NOTE ISSUER.

                (a) In addition to any requirements under Section 12.1 of the
Declaration, if any proposed amendment to the Declaration provides for, or the
Administrative Trustees otherwise propose to effect, (i) any action that would
adversely affect the powers, preferences or special rights of the Securities,
whether by way of amendment to the Declaration or otherwise, or (ii) the
dissolution, winding-up or termination of the Trust, other than as described in
Section 8.1 of the Declaration, then the Holders of Securities as a class, will
be entitled to vote on such amendment or


                                ANNEX 1-PAGE 9



proposal (but not on any other amendment or proposal) and such amendment or
proposal shall not be effective except with the approval of the Holders of at
least a Majority in liquidation amount of the Securities affected thereby,
voting together as a single class; provided, however, if any amendment or
proposal referred to in clause (i) above would adversely affect only the Trust
Preferred Securities or only the Trust Common Securities, then only the affected
class will be entitled to vote on such amendment or proposal and such amendment
or proposal shall not be effective except with the approval of a Majority in
liquidation amount of such class of Securities; provided, further, that no
amendment or proposal approved pursuant to this paragraph 7(a) shall become
effective unless the Administrative Trustees have received an opinion of counsel
to the effect that such amendment or proposal, or the exercise of any power
granted to the Trustees in accordance with such amendment or proposal, will not
adversely affect the Trust's status for United States federal income tax
purposes as an entity which is not subject to United States federal income tax
at the entity level or the Trust's exemption from status as an Investment
Company under the Investment Company Act.

                (b) In the event the consent of the Property Trustee as the
holder of the Notes is required under the Indenture with respect to any
amendment, modification or termination of the Indenture or the Notes, the
Property Trustee shall request the written direction of the Holders of the
Securities with respect to such amendment, modification or termination and shall
vote with respect to such amendment, modification or termination as directed by
a Majority in liquidation amount of the Securities voting together as a single
class; provided, however, that where a consent under the Indenture would require
the consent of the holders of each outstanding Note affected thereby, the
Property Trustee may only give such consent at the written direction of the
Holders of all of the outstanding Securities; provided, further, that the
Property Trustee shall not take any action in accordance with the directions of
the Holders of the Securities under this paragraph 7(b) unless the Property
Trustee has obtained an opinion of tax counsel to the effect that the Trust will
not be classified for United States federal income tax purposes as other than an
entity which is not subject to United States federal income tax at the entity
level on account of such action.

                (c) The Holders of a Majority in liquidation amount of the
Securities may direct the Property Trustee to exercise (or to refrain from
exercising) the right to require the Note Issuer to repurchase the Notes as
provided for in Section 10.16 of the Indenture.

         8. PRO RATA. A reference in these Terms of the Securities to any
payment, distribution or treatment as being "Pro Rata" shall mean pro rata to
each Holder of Securities according to the aggregate liquidation amount of the
Securities held by the relevant Holder in relation to the aggregate liquidation
amount of all Securities outstanding unless a Declaration Event of Default has
occurred and is continuing, in which case any funds available to make such
payment shall be paid first to each Holder of the Trust Preferred Securities pro
rata according to the aggregate liquidation amount of Trust Preferred Securities
held by the relevant Holder relative to the aggregate liquidation amount of all
Trust Preferred Securities outstanding, and only after satisfaction of all


                                ANNEX 1-PAGE 10



amounts owed to the Holders of the Trust Preferred Securities, to each Holder of
Trust Common Securities pro rata according to the aggregate liquidation amount
of Trust Common Securities held by the relevant Holder relative to the aggregate
liquidation amount of all Trust Common Securities outstanding.

         9. RANKING. The Trust Preferred Securities rank PARI PASSU and payment
thereon shall be made Pro Rata with the Trust Common Securities except that,
where an Indenture Event of Default occurs and is continuing with respect to the
Notes held by the Property Trustee, the rights of Holders of the Trust Common
Securities to receive payments of Distributions and payments upon liquidation,
redemption and otherwise are subordinated to the rights of the Holders of the
Trust Preferred Securities to receive payment in full in cash of all accumulated
and unpaid Distributions on the Trust Preferred Securities and all payments upon
liquidation, redemption or otherwise payable with respect to the Trust Preferred
Securities.

         10. ACCEPTANCE OF SECURITIES GUARANTEE AND INDENTURE. Each Holder of
Trust Preferred Securities and Trust Common Securities, by the acceptance
thereof, agrees to the provisions of the Trust Preferred Securities Guarantee
and the Trust Common Securities Guarantee, respectively, including the
subordination provisions therein, and to the provisions of the Indenture.

         11. NO PREEMPTIVE RIGHTS. The Holders of the Securities shall have no
preemptive rights to subscribe for any additional securities.

         12. MISCELLANEOUS. These Terms constitute a part of the Declaration.
The Sponsor will provide a copy of the Declaration, the Trust Preferred
Securities Guarantee or the Trust Common Securities Guarantee (as may be
appropriate), and the Indenture to a Holder without charge on written request to
the Sponsor at its principal place of business.




                                ANNEX 1-PAGE 11




                                                                     EXHIBIT A-1


                        FORM OF TRUST PREFERRED SECURITY

                           [FORM OF FACE OF SECURITY]

         THIS SECURITY AND ANY NOTE ISSUED IN EXCHANGE FOR THIS SECURITY HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY
INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION
OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. BY THE ACQUISITION HEREOF, THE HOLDER AGREES
THAT SUCH HOLDER WILL GIVE EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A
NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN THE CASE OF ANY TRANSFER
OR OTHER DISPOSITION MADE OTHERWISE THAN PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, THE HOLDER HEREOF SHALL BE REQUIRED TO
PROVIDE TO THE TRUST AND THE REGISTRAR, PRIOR TO SUCH TRANSFER, AN OPINION OF
COUNSEL, SATISFACTORY TO THE TRUST, THAT SUCH TRANSFER IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS.



                               Certificate Number

                      Number of Trust Preferred Securities

                           Trust Preferred Securities

                                       of

                                CCC Capital Trust

                           Trust Preferred Securities
            (liquidation amount $1,000 per Trust Preferred Security)

         CCC Capital Trust, a statutory business trust formed under the laws of
the State of Delaware (the "Trust"), hereby certifies that _______________ (the
"Holder") is the registered owner of preferred securities of the Trust
representing undivided beneficial interests in the assets of the Trust
designated the Trust Preferred Securities (liquidation amount $1,000 per Trust
Preferred Security) (the "Trust Preferred Securities"). The Trust Preferred
Securities are transferable on the books and records of the Trust, in person or
by a duly authorized attorney, upon surrender of this certificate duly endorsed
and in proper form for transfer. The designation, rights, privileges,
restrictions, preferences


                                EXHIBIT A-1 - PAGE 1



and other terms and provisions of the Trust Preferred Securities represented
hereby are issued and shall in all respects be subject to the provisions of the
Amended and Restated Declaration of Trust of the Trust, dated as of February 23,
2001, as the same may be amended from time to time (the "Declaration"),
including the designation of the terms of the Trust Preferred Securities as set
forth in Annex I to the Declaration. Capitalized terms used herein but not
defined herein shall have the meaning given them in the Declaration. The Holder
is entitled to the benefits of the Trust Preferred Securities Guarantee to the
extent provided therein. The Sponsor will provide a copy of the Declaration, the
Trust Preferred Securities Guarantee and the Indenture to a Holder without
charge upon written request to the Trust at its principal place of business.

         Reference is hereby made to select provisions of the Trust Preferred
Securities set forth on the reverse hereof, which select provisions shall for
all purposes have the same effect as if set forth at this place.

         Upon receipt of this certificate, the Holder is bound by the
Declaration and is entitled to the benefits thereunder.

         By acceptance, the Holder agrees to treat, for United States federal
income tax purposes, the Notes as indebtedness and the Trust Preferred
Securities as an equity interest in a partnership that owns the Notes.

         Unless the Property Trustee's Certificate of Authentication hereon has
been properly executed, these Trust Preferred Securities shall not be entitled
to any benefit under the Declaration or be valid or obligatory for any purpose.



                                EXHIBIT A-1 - PAGE 2





         IN WITNESS WHEREOF, the Trust has executed this certificate this ___
day of ______, 2001.


                                CCC CAPITAL TRUST


                                By:
                                     ------------------------------------------
                                Name:
                                     ------------------------------------------
                                Title:
                                      -----------------------------------------



                PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the Trust Preferred Securities referred to in the
within-mentioned Declaration.

Dated: _______________, ____


                               WILMINGTON TRUST COMPANY,
                               as Property Trustee



                               By:
                                   ------------------------------------------
                                    Authorized Signatory





                                EXHIBIT A-1 - PAGE 3





                          [FORM OF REVERSE OF SECURITY]


         Distributions payable on each Trust Preferred Security will be (i) for
the first three years from the date of the Closing Date, fixed at a rate per
annum of 9% of the stated liquidation amount of $1,000 per Trust Preferred
Security, payable in cash except as set forth below, and (ii) thereafter, fixed
at a rate per annum of 11% of the stated liquidation amount of $1,000 per Trust
Preferred Security (plus any Additional Payments, as defined in the Indenture,
payable by the Note Issuer in respect of any $1,000 principal amount of Notes),
payable in cash (the rate referred to in clause (i) or (ii), as applicable,
referred to herein as the "Coupon Rate"). The Coupon Rate corresponds to the
rate of interest payable on the Notes to be held by the Property Trustee.
Distributions in arrears will bear interest thereon compounded quarterly at the
Coupon Rate (to the extent permitted by applicable law). The term
"Distributions" as used herein includes any such interest including any
Additional Interest and Compounded Interest payable unless otherwise stated. A
Distribution is payable only to the extent that cash payments are made in
respect of the Notes held by the Property Trustee and to the extent the Property
Trustee has funds available therefore. The amount of Distributions payable for
any period will be computed for any full quarterly Distribution period on the
basis of a 360-day year of twelve 30-day months, and for any period shorter than
a full quarterly Distribution period for which Distributions are computed,
Distributions will be computed on the basis of the actual number of days
elapsed.

         Except as otherwise described below, Distributions on the Trust
Preferred Securities will be cumulative and will accumulate whether or not there
are funds of the Trust available for payment of Distributions. Distributions
will accrue from February 23, 2001 and will be payable quarterly and in arrears,
on the following Distribution dates, which dates correspond to the interest
payment dates on the Notes: March 31, June 30, September 30 and December 31 of
each year, commencing on March 31, 2001, when, as and if available for payment
by the Property Trustee. The Note Issuer has the right under the Indenture,
subject to certain limitations, to pay interest on the Notes in the form of PIK
Notes for the first three years following the Closing Date. In the event that
interest payable on the Notes on any interest payment date during such term is
paid in the form of PIK Notes, then (i) no Distribution will be paid on such
date (except to the extent that any portion of such interest is paid in cash),
and no interest in arrears will accrue on such Distribution, and (ii) additional
Trust Preferred Securities will be issued on such date as provided in the
Declaration.

         Distributions on the Trust Preferred Securities will be payable to the
Holders thereof as they appear on the books and records of the Trust on the
relevant record dates. The relevant record dates shall be 15 days prior to the
relevant payment dates, except as otherwise described in the Declaration.

         The Trust Preferred Securities shall be redeemable as provided in the
Declaration.


                                EXHIBIT A-1 - PAGE 4





                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned assigns and transfers this Trust
Preferred Security Certificate to:


- ------------------------------------------------------------------------

- ------------------------------------------------------------------------

- ------------------------------------------------------------------------
       (Insert assignee's social security or tax identification number)

- ------------------------------------------------------------------------

- ------------------------------------------------------------------------

- ------------------------------------------------------------------------
               (Insert address and zip code of assignee)

and irrevocably appoints

- ------------------------------------------------------------------------

- ------------------------------------------------------------------------

- ------------------------------------------------------------------------

agent to transfer this Trust Preferred Security Certificate on the books of the
Trust. The agent may substitute another to act for him or her.

Date:_______________


Signature:_______________________________________________________________
(Sign exactly as your name appears on the other side of this Trust Preferred
Security Certificate)

Signature Guarantee:*


________________________

* (Signature must be guaranteed by an "eligible guarantor institution" that is,
a bank, stockbroker, savings and loan association or credit union meeting the
requirements of the Registrar, which requirements include membership or
participation in the Securities Transfer Agents Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.)



                                EXHIBIT A-1 - PAGE 5





                                                                     EXHIBIT A-2


                          FORM OF TRUST COMMON SECURITY

                           [FORM OF FACE OF SECURITY]



         THIS TRUST COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN EFFECTIVE
REGISTRATION STATEMENT.

         OTHER THAN AS PROVIDED IN THE DECLARATION (AS DEFINED HEREIN), THIS
SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO A
RELATED PARTY (AS DEFINED IN THE DECLARATION) OF CCC INFORMATION SERVICES GROUP
INC.

                               Certificate Number
                        Number of Trust Common Securities

                             Trust Common Securities

                                       of

                                CCC Capital Trust

                             Trust Common Securities
              (liquidation amount $1,000 per Trust Common Security)

         CCC Capital Trust, a statutory business trust formed under the laws of
the State of Delaware (the "Trust"), hereby certifies that ____________ (the
"Holder") is the registered owner of common securities of the Trust representing
undivided beneficial interests in the assets of the Trust designated the Trust
Common Securities (liquidation amount $1,000 per Trust Common Security) (the
"Trust Common Securities"). The Trust Common Securities are transferable on the
books and records of the Trust, in person or by a duly authorized attorney, upon
surrender of this certificate duly endorsed and in proper form for transfer. The
designation, rights, privileges, restrictions, preferences and other terms and
provisions of the Trust Common Securities represented hereby are issued and
shall in all respects be subject to the provisions of the Amended and Restated
Declaration of Trust of the Trust, dated as of February 23, 2001, as the same
may be amended from time to time (the "Declaration"), including the designation
of the terms of the Trust Common Securities as set forth in Annex I to the
Declaration. Capitalized terms used herein but not defined herein shall have the
meaning given them in the Declaration. The Holder is entitled to the benefits of
the Trust Common Securities Guarantee to the extent provided therein. The
Sponsor will provide a copy



                              EXHIBIT A-2 - PAGE 1


of the Declaration, the Trust Common Securities Guarantee and the Indenture to a
Holder without charge upon written request to the Sponsor at its principal place
of business.

         Reference is hereby made to select provisions of the Trust Common
Securities set forth on the reverse hereof, which select provisions shall for
all purposes have the same effect as if set forth at this place.

         Upon receipt of this certificate, the Sponsor is bound by the
Declaration and is entitled to the benefits thereunder.

         By acceptance, the Holder agrees to treat for United States federal
income tax purposes the Notes as indebtedness and the Trust Common Securities as
an equity interest in a partnership that owns the Notes.




                              EXHIBIT A-2 - PAGE 2



         IN WITNESS WHEREOF, the Trust has executed this certificate this ____
day of ________, 2001.

                                CCC CAPITAL TRUST


                                By:
                                     ------------------------------------------
                                Name:
                                     ------------------------------------------
                                Title:
                                      -----------------------------------------







                              EXHIBIT A-2 - PAGE 3



                          [FORM OF REVERSE OF SECURITY]

         Distributions payable on each Trust Common Security will be (i) for the
first three years from the date of the Closing Date, fixed at a rate per annum
of 9% of the stated liquidation amount of $1,000 per Trust Common Security,
payable in cash except as set forth below, and (ii) thereafter, fixed at a rate
per annum of 11% of the stated liquidation amount of $1,000 per Trust Common
Security (plus any Additional Payments payable by the Note Issuer in respect of
any $1,000 principal amount of Notes), payable in cash (the rate referred to in
clause (i) or (ii), as applicable, referred to herein as the "Coupon Rate"). The
Coupon Rate corresponds to the rate of interest payable on the Notes to be held
by the Property Trustee. Distributions in arrears will bear interest thereon
compounded quarterly at the Coupon Rate (to the extent permitted by applicable
law). The term "Distributions" as used herein includes any such interest
including any Additional Interest and Compounded Interest payable unless
otherwise stated. A Distribution is payable only to the extent that cash
payments are made in respect of the Notes held by the Property Trustee and to
the extent the Property Trustee has funds available therefore. The amount of
Distributions payable for any period will be computed for any full quarterly
Distribution period on the basis of a 360-day year of twelve 30-day months, and
for any period shorter than a full quarterly Distribution period for which
Distributions are computed, Distributions will be computed on the basis of the
actual number of days elapsed.

         Except as otherwise described below, Distributions on the Trust Common
Securities will be cumulative and will accumulate whether or not there are funds
of the Trust available for payment of Distributions. Distributions will accrue
from February 23, 2001 and will be payable quarterly and in arrears, on the
following Distribution dates, which dates correspond to the interest payment
dates on the Notes: March 31, June 30, September 30 and December 31 of each
year, commencing on March 31, 2001, when, as and if available for payment by the
Property Trustee. The Note Issuer has the right under the Indenture, subject to
certain limitations, to pay interest on the Notes in the form of PIK Notes for
the first three years following the Closing Date. In the event that interest
payable on the Notes on any interest payment date during such term is paid in
the form of PIK Notes, then (i) no Distribution will be paid on such date
(except to the extent that any portion of such interest is paid in cash), and no
interest in arrears will accrue on such Distribution, and (ii) additional Trust
Common Securities will be issued on such date as provided in the Declaration.

         Distributions on the Trust Common Securities will be payable to the
Holders thereof as they appear on the books and records of the Trust on the
relevant record dates. The relevant record dates shall be 15 days prior to the
relevant payment dates, except as otherwise described in the Declaration.

         The Trust Common Securities shall be redeemable as provided in the
Declaration.

         Where an Indenture Event of Default occurs and is continuing with
respect to the Notes held by the Property Trustee, the rights of Holders of the
Trust Common Securities


                              EXHIBIT A-2 - PAGE 4


to receive payments of Distributions and payments upon liquidation, redemption
and otherwise are subordinated to the rights of the Holders of the Trust
Preferred Securities to receive payment in full in cash of all accumulated and
unpaid Distributions on the Trust Preferred Securities and all payments upon
liquidation, redemption or otherwise payable with respect to the Trust Preferred
Securities.





                              EXHIBIT A-2 - PAGE 5




                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned assigns and transfers this Trust
Common Security Certificate to:

- ------------------------------------------------------------------------

- ------------------------------------------------------------------------

- ------------------------------------------------------------------------
     (Insert assignee's social security or tax identification number)


- ------------------------------------------------------------------------

- ------------------------------------------------------------------------

- ------------------------------------------------------------------------
             (Insert address and zip code of assignee)

and irrevocably appoints

- ------------------------------------------------------------------------

- ------------------------------------------------------------------------

- ------------------------------------------------------------------------

agent to transfer this Trust Common Security Certificate on the books of the
Trust. The agent may substitute another to act for him or her.

Date:_______________


Signature:_______________________________________________________________
(Sign exactly as your name appears on the other side of this Trust Common
Security Certificate)

Signature Guarantee:*


_____________________

* (Signature must be guaranteed by an "eligible guarantor institution" that is,
a bank, stockbroker, savings and loan association or credit union meeting the
requirements of the Registrar, which requirements include membership or
participation in the Securities Transfer Agents Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.)




                               EXHIBIT A-2 - PAGE 6



                                                                       EXHIBIT B



                                SPECIMEN OF NOTE


      See Exhibit A of Indenture







                                EXHIBIT B - PAGE 1

EX-4.22

                                                                    Exhibit 4.22


                      CCC INFORMATION SERVICES GROUP INC.,
                                   AS ISSUER,

                                       AND

                            WILMINGTON TRUST COMPANY,
                                   AS TRUSTEE


                                    INDENTURE


                          DATED AS OF FEBRUARY 23, 2001


                         INCREASING RATE NOTES DUE 2006



                                TABLE OF CONTENTS



                                                                                                     PAGE
                                                                                                  
ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION.......................................2
         SECTION 1.1.      DEFINITIONS..................................................................2
         SECTION 1.2.      COMPLIANCE CERTIFICATES AND OPINIONS........................................27
         SECTION 1.3.      FORM OF DOCUMENTS DELIVERED TO TRUSTEE......................................27
         SECTION 1.4.      ACTS OF HOLDERS; RECORD DATES...............................................28
         SECTION 1.5.      NOTICES, ETC., TO TRUSTEE AND THE COMPANY...................................28
         SECTION 1.6.      NOTICE TO HOLDERS; WAIVER...................................................29
         SECTION 1.7.      CONFLICT WITH TRUST INDENTURE ACT...........................................29
         SECTION 1.8.      EFFECT OF HEADINGS AND TABLE OF CONTENTS....................................29
         SECTION 1.9.      SUCCESSORS AND ASSIGNS......................................................29
         SECTION 1.10.     SEPARABILITY CLAUSE.........................................................30
         SECTION 1.11.     BENEFITS OF INDENTURE.......................................................30
         SECTION 1.12.     GOVERNING LAW...............................................................30
         SECTION 1.13.     LEGAL HOLIDAYS..............................................................30
ARTICLE II NOTE FORMS..................................................................................30
         SECTION 2.1.      FORMS GENERALLY.............................................................30
         SECTION 2.2.      INITIAL ISSUANCE TO PROPERTY TRUSTEE........................................30
ARTICLE III THE NOTES..................................................................................31
         SECTION 3.1.      TITLE AND TERMS.............................................................31
         SECTION 3.2.      DENOMINATIONS...............................................................32
         SECTION 3.3.      EXECUTION, AUTHENTICATION, DELIVERY AND DATING..............................32
         SECTION 3.4.      TEMPORARY NOTES.............................................................33
         SECTION 3.5.      REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.........................33
         SECTION 3.6.      MUTILATED, DESTROYED, LOST AND STOLEN NOTES.................................34
         SECTION 3.7.      PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED..............................35
         SECTION 3.8.      PERSONS DEEMED OWNERS.......................................................35
         SECTION 3.9.      CANCELLATION................................................................36
         SECTION 3.10.     RIGHT OF SET OFF............................................................36
         SECTION 3.11.     CUSIP NUMBERS...............................................................36
         SECTION 3.12.     PAYING AGENT AND REGISTRAR..................................................36
         SECTION 3.13.     CALCULATION OF ORIGINAL ISSUE DISCOUNT......................................36
ARTICLE IV SATISFACTION AND DISCHARGE..................................................................36
         SECTION 4.1.      SATISFACTION AND DISCHARGE OF INDENTURE.....................................36


                                       i


         SECTION 4.2.      APPLICATION OF TRUST MONEY..................................................37
ARTICLE V REMEDIES.....................................................................................37
         SECTION 5.1.      INDENTURE EVENTS OF DEFAULT.................................................37
         SECTION 5.2.      ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT..........................38
         SECTION 5.3.      COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.............39
         SECTION 5.4.      TRUSTEE MAY FILE PROOFS OF CLAIM............................................40
         SECTION 5.5.      TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF NOTES......................40
         SECTION 5.6.      APPLICATION OF MONEY COLLECTED..............................................40
         SECTION 5.7.      LIMITATION ON SUITS.........................................................40
         SECTION 5.8.      UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL AND INTEREST............41
         SECTION 5.9.      RESTORATION OF RIGHTS AND REMEDIES..........................................41
         SECTION 5.10.     RIGHTS AND REMEDIES CUMULATIVE..............................................41
         SECTION 5.11.     DELAY OR OMISSION NOT WAIVER................................................42
         SECTION 5.12.     CONTROL BY HOLDERS..........................................................42
         SECTION 5.13.     WAIVER OF PAST DEFAULTS.....................................................42
         SECTION 5.14.     UNDERTAKING FOR COSTS.......................................................42
         SECTION 5.15.     ENFORCEMENT BY HOLDERS OF TRUST PREFERRED SECURITIES........................42
ARTICLE VI THE TRUSTEE.................................................................................43
         SECTION 6.1.      CERTAIN DUTIES AND RESPONSIBILITIES.........................................43
         SECTION 6.2.      NOTICE OF DEFAULTS..........................................................44
         SECTION 6.3.      CERTAIN RIGHTS OF TRUSTEE...................................................44
         SECTION 6.4.      NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF NOTES...........................45
         SECTION 6.5.      MAY HOLD NOTES..............................................................45
         SECTION 6.6.      MONEY HELD IN TRUST.........................................................45
         SECTION 6.7.      COMPENSATION AND REIMBURSEMENT..............................................45
         SECTION 6.8.      DISQUALIFICATION; CONFLICTING INTERESTS.....................................46
         SECTION 6.9.      CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.....................................46
         SECTION 6.10.     RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR...........................46
         SECTION 6.11.     ACCEPTANCE OF APPOINTMENT BY SUCCESSOR......................................47
         SECTION 6.12.     MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.................47
         SECTION 6.13.     PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY...........................47
ARTICLE VII HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY..........................................48
         SECTION 7.1.      COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS...................48
         SECTION 7.2.      PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS......................48


                                       ii


         SECTION 7.3.      REPORTS BY TRUSTEE..........................................................48
         SECTION 7.4.      REPORTS BY COMPANY..........................................................48
ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE......................................49
         SECTION 8.1.      COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS........................49
         SECTION 8.2.      SUCCESSOR CORPORATION SUBSTITUTED...........................................50
ARTICLE IX SUPPLEMENTAL INDENTURES.....................................................................51
         SECTION 9.1.      SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS..........................51
         SECTION 9.2.      SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.............................51
         SECTION 9.3.      EXECUTION OF SUPPLEMENTAL INDENTURES........................................52
         SECTION 9.4.      EFFECT OF SUPPLEMENTAL INDENTURES...........................................52
         SECTION 9.5.      REFERENCE IN NOTES TO SUPPLEMENTAL INDENTURES...............................53
ARTICLE X COVENANTS; REPRESENTATIONS AND WARRANTIES....................................................53
         SECTION 10.1.     PAYMENT OF PRINCIPAL AND INTEREST...........................................53
         SECTION 10.2.     MAINTENANCE OF OFFICE OR AGENCY.............................................53
         SECTION 10.3.     MONEY FOR NOTE PAYMENTS TO BE HELD IN TRUST.................................53
         SECTION 10.4.     STATEMENT BY OFFICERS AS TO DEFAULT.........................................54
         SECTION 10.5.     PAYMENT OF EXPENSES OF THE TRUST............................................54
         SECTION 10.6.     LIMITATION ON INDEBTEDNESS..................................................55
         SECTION 10.7.     LIMITATION ON RESTRICTED PAYMENTS...........................................57
         SECTION 10.8.     LIMITATION ON RESTRICTIONS ON DISTRIBUTIONS FROM RESTRICTED SUBSIDIARIES....58
         SECTION 10.9.     LIMITATION ON SALES OF ASSETS AND SUBSIDIARY STOCK..........................59
         SECTION 10.10.    LIMITATION ON AFFILIATE TRANSACTIONS........................................61
         SECTION 10.11.    LIMITATION ON THE SALE OR ISSUANCE OF CAPITAL STOCK OF RESTRICTED
                           SUBSIDIARIES................................................................62
         SECTION 10.12.    LIMITATION ON LIENS.........................................................62
         SECTION 10.13.    LIMITATION ON SALE/LEASEBACK TRANSACTIONS...................................62
         SECTION 10.14.    DESIGNATION OF RESTRICTED AND UNRESTRICTED SUBSIDIARIES.....................63
         SECTION 10.15.    OFFER TO REPURCHASE UPON CHANGE OF CONTROL..................................63
ARTICLE XI REDEMPTION AND PREPAYMENT...................................................................64
         SECTION 11.1.     OPTIONAL REDEMPTION.........................................................64
         SECTION 11.2.     TAX EVENT REDEMPTION........................................................64
         SECTION 11.3.     SELECTION OF NOTES TO BE REDEEMED...........................................65
         SECTION 11.4.     NOTICE OF REDEMPTION........................................................65


                                       iii


         SECTION 11.5.     EFFECT OF NOTICE OF REDEMPTION..............................................66
         SECTION 11.6.     DEPOSIT OF REDEMPTION PRICE.................................................66
         SECTION 11.7.     NOTES REDEEMED IN PART......................................................67
         SECTION 11.8.     MANDATORY REDEMPTION........................................................67
         SECTION 11.9.     OFFER TO PURCHASE...........................................................67
ARTICLE XII SUBORDINATION OF NOTES.....................................................................68
         SECTION 12.1.     AGREEMENT TO SUBORDINATE....................................................68
         SECTION 12.2.     DEFAULT ON SENIOR DEBT......................................................69
         SECTION 12.3.     LIQUIDATION; DISSOLUTION; BANKRUPTCY........................................69
         SECTION 12.4.     SUBROGATION.................................................................70
         SECTION 12.5.     TRUSTEE TO EFFECTUATE SUBORDINATION.........................................71
         SECTION 12.6.     NOTICE BY THE COMPANY.......................................................71
         SECTION 12.7.     RIGHTS OF THE TRUSTEE; HOLDERS OF SENIOR DEBT...............................71
         SECTION 12.8.     SUBORDINATION MAY NOT BE IMPAIRED...........................................72
         SECTION 12.9.     SUBORDINATION PROVISIONS NOT APPLICABLE TO MONEY HELD IN TRUST FOR HOLDERS..72
ARTICLE XIII IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS...........................72
         SECTION 13.1.     NO RECOURSE.................................................................72
ARTICLE XIV LEGAL DEFEASANCE AND COVENANT DEFEASANCE...................................................73
         SECTION 14.1.     OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE....................73
         SECTION 14.2.     LEGAL DEFEASANCE AND DISCHARGE..............................................73
         SECTION 14.3.     COVENANT DEFEASANCE.........................................................73
         SECTION 14.4.     CONDITIONS TO LEGAL OR COVENANT DEFEASANCE..................................74
         SECTION 14.5.     DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST; OTHER
                           MISCELLANEOUS PROVISIONS....................................................75
         SECTION 14.6.     REPAYMENT TO COMPANY........................................................75
         SECTION 14.7.     REINSTATEMENT...............................................................76



                                       iv


          INDENTURE, dated as of February 23, 2001, between CCC Information
Services Group Inc., a corporation duly organized and existing under the laws of
the State of Delaware (the "Company"), having its principal office at World
Trade Center Chicago, 444 Merchandise Mart, Chicago, Illinois 60654, and
Wilmington Trust Company, a Delaware banking corporation, as trustee (the
"Trustee").

                             RECITALS OF THE COMPANY

          WHEREAS, CCC Capital Trust, a Delaware business trust (the "Trust")
governed by the Amended and Restated Declaration of Trust, dated as of February
23, 2001 (the "Declaration"), by and among the Company, as sponsor, Wilmington
Trust Company, as property trustee and Delaware Trustee (the "Property Trustee"
and the "Delaware Trustee"), and Reid E. Simpson and Robert Guttman, as
Administrative Trustees, will issue and sell 15,000 Trust Preferred Securities
(the "Trust Preferred Securities") representing undivided beneficial interests
in the assets of the Trust, with a liquidation amount of $1,000 per Trust
Preferred Security, or $15,000,000 in the aggregate; and

          WHEREAS, the Trust will issue and sell to the Company 463.918 Trust
Common Securities (the "Trust Common Securities" and, together with the Trust
Preferred Securities, the "Trust Securities") representing undivided beneficial
interests in the assets of the Trust with a liquidation amount of $1,000 per
Trust Common Security, or $15,463,918 in the aggregate; and

          WHEREAS, pursuant to the Declaration, the Trust will use the proceeds
from the sale of the Trust Securities to purchase from the Company the
Increasing Rate Notes Due 2006 described in this Indenture in an aggregate
principal amount of $15,463,918 (the "Initial Notes"); and

          WHEREAS, in connection with the issuance and sale by the Trust of the
Trust Securities and the issuance and sale of the Initial Notes by the Company
to the Trust, the Company has agreed to irrevocably guarantee the payment in
full of the distributions on the Trust Securities, the amount payable upon
redemption of the Trust Securities and, generally, the liquidation preference of
the Trust Securities, to the extent the Trust has funds available therefor,
pursuant to the Trust Preferred Securities Guarantee of even date herewith by
the Company in favor of the holders of the Trust Preferred Securities and the
Trust Common Securities Guarantee of even date herewith by the Company in favor
of the holders of the Trust Common Securities (collectively, the "Company
Guarantee"); and

          WHEREAS, in accordance with this Indenture, interest on the Notes (as
defined herein) may be paid by the Company during certain periods and subject to
certain conditions, in the form of PIK Notes (as defined herein); and

          WHEREAS, the Company has duly authorized the creation of the Notes
this Indenture sets forth the terms and conditions thereof, and all things
necessary to make this Indenture a valid agreement of the Company, subject to
execution and delivery of this Indenture by the Company and the Trustee, have
been done.

          NOW, THEREFORE, THIS INDENTURE WITNESSETH:

          For and in consideration of the premises and the purchase of the
Initial Notes by the Holders (as defined herein) as provided for herein, it is
mutually agreed, for the equal and proportionate benefit of the Holders, as
follows:


                                       1


                                    ARTICLE I

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

          SECTION 1.1.   DEFINITIONS.

          For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

               (1)  the terms defined in this Article have the meanings assigned
to them in this Article and include the plural as well as the singular;

               (2)  all other terms used herein which are defined in the Trust
Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;

               (3)  all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with GAAP; and

               (4)  the words "herein," "hereof" and "hereunder" and other words
of similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision.

          "Act," when used with respect to any Holder, has the meaning specified
in Section 1.4.

          "Additional Assets" means:

          (1)  any property, plant or equipment, licenses or other intellectual
               property used or useful in a Related Business;

          (2)  the Capital Stock of a Person primarily engaged in a Related
               Business that becomes a Restricted Subsidiary as a result of the
               acquisition of such Capital Stock by the Company or another
               Restricted Subsidiary; or

          (3)  Capital Stock constituting a minority interest in any Person
               primarily engaged in a Related Business that at such time is a
               Restricted Subsidiary.

          "Additional Interest" has the meaning specified in Section 3.1.

          "Additional Payments" means Compounded Interest and Additional
Interest, if any.

          "Affiliate" of any specified Person means:

          (1)  any other Person, directly or indirectly, controlling or
               controlled by; or

          (2)  under direct or indirect common control with such specified
               Person.

For the purposes of this definition, "control" when used with respect to any
Person means the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing. For purposes of the covenants set forth
in Sections 10.7, 10.9 and 10.10 only, "Affiliate" shall also mean any
beneficial owner of Capital Stock representing 5% or more of the total


                                       2


voting power of the Voting Stock (on a fully diluted basis) of the Company or of
rights or warrants to purchase such Capital Stock (whether or not currently
exercisable) and any Person who would be an Affiliate of any such beneficial
owner pursuant to the first sentence hereof.

          "Agent" means any Registrar, Paying Agent or co-registrar.

          "Asset Disposition" means any sale, lease, transfer or other
disposition (or series of related sales, leases, transfers or dispositions) by
the Company or any Restricted Subsidiary, including any disposition by means of
a merger, consolidation or similar transaction (each referred to for the
purposes of this definition as a "DISPOSITION"), of:

          (1)  any shares of Capital Stock of a Subsidiary by the Company or by
               any Restricted Subsidiary (other than directors' qualifying
               shares or shares required by applicable law to be held by a
               Person other than the Company or a Restricted Subsidiary);

          (2)  all or substantially all the assets of any division or line of
               business of the Company or any Restricted Subsidiary; or

          (3)  any other assets of the Company or any Restricted Subsidiary
               outside of the ordinary course of business;

Notwithstanding the preceding, the following items shall not be deemed to be
Asset Dispositions:

          (1)  a disposition by a Restricted Subsidiary to the Company or by the
               Company or a Restricted Subsidiary to a Wholly-Owned Subsidiary;

          (2)  a disposition the making of which constitutes either a Restricted
               Payment permitted by Section 10.7 or a Permitted Investment;

          (3)  a disposition of assets with a fair market value of less than
               $2,500,000;

          (4)  a direct or indirect disposition of shares of the capital stock
               of (i) ChannelPoint or ChoiceParts or (ii) of any Person whose
               sole assets consist of Capital Stock of ChannelPoint or
               ChoiceParts;

          (5)  an issuance of Capital Stock by a Wholly-Owned Subsidiary to the
               Company or another Wholly-Owned Subsidiary;

          (6)  the sale, lease or other disposition of software, equipment,
               inventory, accounts receivable or other assets in the ordinary
               course of business;

          (7)  the sale or other disposition of cash or cash equivalents; or;

          (8)  the sale, lease or other disposition of property or equipment
               that has become worn out, damaged or otherwise unsuitable for use
               in the business of the Company or any of its Restricted
               Subsidiaries.

          "Attributable Debt" in respect of a Sale/Leaseback Transaction means,
as at the time of determination, the present value of the total obligations of
the lessee for rental payments (excluding, however, any amounts required to be
paid by such lessee, whether or not designated as rent or additional rent, on
account of maintenance and repairs, insurance, taxes, assessments, water rates
or similar charges or


                                       3


any amounts required to be paid by such lessee thereunder contingent upon the
amount of sales, maintenance and repairs, insurance, taxes, assessments, water
rates or similar charges) during the remaining term of the lease included in
such Sale/Leaseback Transaction (including any period for which such lease has
been extended). Such present value shall be calculated using a discount rate
equal to the rate of interest implicit in such transaction, determined in good
faith by the Board of Directors.

          "Board of Directors" means either the board of directors of the
Company or any duly authorized committee of that board.

          "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

          "Borrowing Base" means, as of any date, an amount equal to the sum of
(i) 85% of the face amount of all accounts receivable owned by the Company and
its Restricted Subsidiaries as of such date that are not more than 60 days past
due, and (ii) 50% of the book value of all fixed assets owned by the Company and
its Restricted Subsidiaries as of such date, calculated on a consolidated basis
and in accordance with GAAP. To the extent that information is not available as
to the amount of accounts receivable or fixed assets as of a specific date, the
Company may utilize the most recent available information for purposes of
calculating the Borrowing Base.

          "Business Day" means any day other than a Saturday, Sunday or day on
which banking institutions in Chicago, Illinois or in Wilmington, Delaware are
authorized or required by law to close.

          "Capital Lease Obligation" means an obligation that is required to be
classified and accounted for as a capital lease for financial reporting purposes
in accordance with GAAP, and the amount of Indebtedness represented by such
obligation shall be the capitalized amount of such obligation determined in
accordance with GAAP; and the Stated Maturity thereof shall be the date of the
last payment of rent or any other amount due under such lease prior to the first
date upon which such lease may be terminated by the lessee without payment of a
penalty.

          "Capital Stock" of any Person means any and all shares, interests,
rights to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) equity of such Person, including any Preferred
Stock, but excluding any debt securities convertible into such equity.

          "Change of Control" means the occurrence of any of the following: (a)
the sale, lease, transfer, conveyance or other disposition (other than by way of
merger or consolidation), in one or a series of related transactions, of all or
substantially all of the assets of the Company and its Subsidiaries taken as a
whole to any "person" or "group" (as such terms are used in Section 13(d)(3) of
the Exchange Act) (whether or not otherwise in compliance with this Indenture);
(b) the adoption of a plan relating to the liquidation or dissolution of the
Company; (c) the consummation of any transaction (including, without limitation,
any merger or consolidation) the result of which is that any "person" or "group"
(as such terms are used in Section 13(d)(3) of the Exchange Act), other than the
Principals and their Related Parties, becomes the "beneficial owner" (as such
term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), except
that a person or group shall be deemed to have "beneficial ownership" of all
securities that the person or group has the right to acquire, whether the right
is currently exercisable or is exercisable only upon the occurrence of a
subsequent condition, directly or indirectly, of more than 50% of the Voting
Stock of the Company (measured by voting power rather than the number of
shares); or (d) the merger or consolidation of the Company or any of its
Subsidiaries with or into another Person or the merger of another Person with or
into the Company or any of its Subsidiaries, other than a transaction following
which in the case of a merger or consolidation transaction, securities that
represented 100% of the Voting Stock of the Company immediately prior to such
transaction (or other securities into which such securities


                                       4


are converted as part of such merger or consolidation transaction) constitute at
least a majority of the voting power of the Voting Stock of the surviving Person
in such merger or consolidation transaction; or (e) the first day on which more
than a majority of the members of the Board of Directors of the Company are not
Continuing Directors.

          "Change of Control Offer" has the meaning specified in Section 10.15.

          "Change of Control Payment" has the meaning specified in Section
10.15.

          "Change of Control Payment Date" has the meaning specified in Section
10.15.

          "ChannelPoint" means ChannelPoint, Inc., a Delaware corporation.

          "ChoiceParts" means ChoiceParts, LLC, a Delaware limited liability
company.

          "Closing Date" has the meaning specified in the Declaration.

          "Commission" means the United States Securities and Exchange
Commission.

          "Common Stock" includes any stock of any class of the Company which
has no preference with respect to dividends or to amounts payable in the event
of any voluntary or involuntary liquidation, dissolution or winding up of the
Company and which is not subject to redemption by the Company.

          "Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor Person.

          "Company Guarantee" has the meaning specified in the Recitals to this
instrument.

          "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman of the Board, its President,
its Chief Financial Officer or a Vice President, and by its Treasurer, an
Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to
the Trustee.

          "Compounded Interest" has the meaning specified in Section 3.1.

          "Consolidated Interest Expense" means, for any period, the total
interest expense of the Company and its Restricted Subsidiaries (calculated on a
consolidated basis, without duplication) for such period determined in
accordance with GAAP, plus, to the extent not included in such total interest
expense, and to the extent Incurred by the Company or its Restricted
Subsidiaries, the following (calculated on a consolidated basis), without
duplication:

          (1)  interest expense attributable to Capital Leases and the interest
               expense imputed to Attributable Debt constituting part of a
               Sale/Leaseback Transaction;

          (2)  amortization of debt discount and debt issuance cost;

          (3)  capitalized interest;

          (4)  non-cash interest expenses;


                                       5


          (5)  commissions, discounts and other fees and charges owed with
               respect to letters of credit and bankers' acceptance financing;

          (6)  net payments pursuant to Hedging Obligations;

          (7)  Preferred Stock dividends in respect of all Preferred Stock held
               by Persons other than the Company or a Wholly-Owned Subsidiary
               (other than dividends payable solely in Capital Stock (other than
               Disqualified Stock) of the issuer of such Preferred Stock);

          (8)  interest accruing on any Indebtedness of any other Person to the
               extent such Indebtedness is Guaranteed by (or secured by the
               assets of) the Company or any Restricted Subsidiary; and

          (9)  the cash contributions to any employee stock ownership plan or
               similar trust to the extent such contributions are used by such
               plan or trust to pay interest or fees to any Person (other than
               the Company) in connection with Indebtedness Incurred by such
               plan or trust.

          Notwithstanding anything in this definition to the contrary,
"Consolidated Interest Expense" shall not include any expense or other item to
the extent that the Incurrence or payment of such expense or other item resulted
in an increase in EBITDA as a result of any Investment Entity being the
recipient thereof.

          "Consolidated Leverage Ratio" as of any date of determination means
the ratio of (x) the aggregate amount of Indebtedness of the Company and its
Restricted Subsidiaries (calculated on a consolidated basis) as of such date of
determination to (y) EBITDA for the most recent four consecutive fiscal quarters
for which financial information is available preceding such date of
determination ending at least 45 days prior to such date of determination (the
"Reference Period"); PROVIDED, HOWEVER, that:

          (1)  if the Company or any Restricted Subsidiary has Incurred any
               Indebtedness since the end of the Reference Period that remains
               outstanding or if the transaction giving rise to the need to
               calculate the Consolidated Leverage Ratio is or involves an
               Incurrence of Indebtedness, or both, the amount of such
               Indebtedness shall be calculated after giving effect on a pro
               forma basis to (i) such Indebtedness as if such Indebtedness had
               been Incurred as of the end of the Reference Period and (ii) the
               discharge of any other Indebtedness repaid, repurchased, defeased
               or otherwise discharged with the proceeds of such new
               Indebtedness as if such discharge had occurred as of the end of
               the Reference Period;

          (2)  if since the end of the Reference Period any Indebtedness of the
               Company or any Restricted Subsidiary has been repaid,
               repurchased, defeased or otherwise discharged (other than
               Indebtedness under a revolving credit or similar arrangement
               unless such revolving credit Indebtedness has been permanently
               repaid and has not been replaced), Indebtedness as of the end of
               the Reference Period shall be calculated after giving effect on a
               pro forma basis as if such Indebtedness had been repaid,
               repurchased, defeased or otherwise discharged as of the end of
               the Reference Period;

          (3)  if the Company or any Restricted Subsidiary (or Investment
               Entity, if applicable) has repaid, repurchased, defeased or
               otherwise discharged any


                                       6


               Indebtedness that was outstanding as of the end of the fiscal
               quarter immediately prior to the commencement of the Reference
               Period or if any Indebtedness is to be repaid, repurchased,
               defeased or otherwise discharged on the date of the transaction
               giving rise to the need to calculate the Consolidated Leverage
               Ratio, the aggregate amount of Indebtedness shall be calculated
               on a PRO FORMA basis and EBITDA shall be calculated (A) as if the
               Company or such Restricted Subsidiary (or Investment Entity, if
               applicable) had not earned the interest income, if any, actually
               earned during the Reference Period in respect of cash or
               Temporary Cash Investments used to repay, repurchase, defease or
               otherwise discharge such Indebtedness and (B) as if the
               Investment Entity, if applicable, had not Incurred interest
               expense during the Reference Period in respect of such
               Indebtedness;

          (4)  if since the beginning of the Reference Period the Company, any
               Restricted Subsidiary shall have made any Asset Disposition (or
               any Investment Entity has made any disposition that would
               constitute an Asset Disposition if such Investment Entity were a
               Restricted Subsidiary), EBITDA for the Reference Period shall be
               (a) reduced, if applicable, by the amount that EBITDA for the
               Reference Period (but for this adjustment) was increased as a
               result of the assets which are the subject of such Asset
               Disposition or (b) increased, if applicable, by the amount that
               EBITDA for the Reference Period (but for this adjustment) was
               decreased as a result of the assets which are the subject of such
               Asset Disposition (or other applicable disposition);

          (5)  if since the beginning of the Reference Period the Company or any
               Restricted Subsidiary (by merger or otherwise) shall have made an
               Investment in any Restricted Subsidiary (or any Person which
               becomes a Restricted Subsidiary) or the Company, any Restricted
               Subsidiary or, if applicable, any Investment Entity shall have
               made an acquisition of assets which, in any case, constitutes all
               or substantially all of an operating unit of a business (or if
               any such Investment or acquisition is the transaction giving rise
               to the need to calculate the Consolidated Leverage Ratio), EBITDA
               for the Reference Period shall be calculated after giving PRO
               FORMA effect thereto as if such Investment or acquisition
               occurred on the first day of the Reference Period, including the
               Incurrence of any Indebtedness and cost savings resulting from
               employee termination, facilities consolidations and closings,
               standardization of employee benefits and compensation practices,
               consolidation of property, casualty and other insurance coverage
               and policies, standardization of sales representation commissions
               and other contract rates, and reductions in taxes other than
               income taxes or other cost saving measures (collectively, "Cost
               Savings Measures"), which cost savings the Company reasonably
               believes in good faith could have been achieved during the
               Reference Period as a result of such transaction (provided that
               all such cost savings could then be reflected in pro forma
               financial statements prepared in accordance with Regulation S-X
               promulgated by the Commission), less the amount of any additional
               expenses that the Company reasonably estimates would result from
               anticipated replacement of any items constituting Cost Savings
               Measures in connection with such transaction; and

          (6)  if since the beginning of the Reference Period any Person (that
               subsequently became a Restricted Subsidiary or Investment Entity
               or was merged with or into the Company, any Restricted Subsidiary
               or any Investment Entity since the beginning of such Reference
               Period) shall have made any Asset Disposition (or in the case of
               any Investment Entity, a disposition that would constitute an
               Asset


                                       7


               Disposition if such Investment Entity were a Restricted
               Subsidiary), any Investment or acquisition of assets that
               would have required an adjustment pursuant to clause (4) or
               (5) above if made by the Company, a Restricted Subsidiary or
               an Investment Entity, as applicable, during the Reference
               Period, EBITDA for the Reference Period shall be calculated
               after giving PRO FORMA effect thereto as if such Asset
               Disposition (or other applicable disposition), Investment or
               acquisition occurred on the first day of the Reference Period,
               including the Incurrence of any Indebtedness and cost savings
               resulting from Cost Savings Measures, which cost savings the
               Company reasonably believes in good faith could have been
               achieved during the Reference Period as a result of such
               transaction (provided that all such cost savings could then be
               reflected in pro forma financial statements prepared in
               accordance with Regulation S-X promulgated by the Commission),
               less the amount of any additional expenses that the Company
               reasonably estimates would result from anticipated replacement
               of any items constituting Cost Savings Measures in connection
               with such transaction.

          "Consolidated Net Income" means, for any period, the net income of the
Company and its Restricted Subsidiaries (calculated on a consolidated basis)
(and, only to the extent specifically described below, the net income of the
Investment Entities); PROVIDED, HOWEVER, that there shall not be included in
such Consolidated Net Income:

          (1)  any net income of any Person who at the time of such calculation
               is an Investment Entity, except that:

               (A)  subject to the exclusion contained in clause (4) below, the
                    Company's equity in the net income of any such Investment
                    Entity for such period shall be included in such
                    Consolidated Net Income up to the aggregate amount of cash
                    actually distributed by such Investment Entity during such
                    period to the Company or a Restricted Subsidiary as a
                    dividend or other distribution (subject, in the case of a
                    dividend or other distribution paid to a Restricted
                    Subsidiary, to the limitations contained in clause (3)
                    below); and

               (B)  the Company's equity in a net loss attributable to the
                    Company's actual percentage equity ownership interest in
                    any such Investment Entity for such period shall be
                    included in determining such Consolidated Net Income;
                    provided, HOWEVER, that the Company's equity in a net
                    loss of any such Investment Entity in excess of the net
                    loss attributable to the Company's actual percentage
                    equity ownership interest in such Investment Entity
                    (without giving effect to any conversion rights, options
                    or other rights to acquire additional equity in such
                    Investment Entity) for such period shall not be included
                    in determining such Consolidated Net Income;

          (2)  any net income (or loss) of any Person acquired by the Company or
               by a Person who at the time of such calculation is a Restricted
               Subsidiary (or to the extent relevant for any calculation
               pursuant to clauses (1)(A) or (1)(B) above, any Person acquired
               by any Investment Entity) in a pooling of interests transaction
               for any period prior to the date of such acquisition;


                                       8


          (3)  any net income of any Person who at the time of such calculation
               is a Restricted Subsidiary if such Restricted Subsidiary is
               subject to restrictions, directly or indirectly, on the payment
               of dividends or the making of distributions by such Restricted
               Subsidiary, directly or indirectly, to the Company, except that:

               (A)  subject to the exclusion contained in clause (4) below, the
                    Company's equity in the net income of any such Restricted
                    Subsidiary for such period shall be included in such
                    Consolidated Net Income up to the aggregate amount of cash
                    actually distributed by such Restricted Subsidiary during
                    such period to the Company or another Restricted Subsidiary
                    as a dividend or other distribution (subject, in the case of
                    a dividend or other distribution paid to another Restricted
                    Subsidiary, to the limitation contained in this clause); and

               (B)  the Company's equity in a net loss of any Restricted
                    Subsidiary for such period shall be included in determining
                    such Consolidated Net Income;

          (4)  any gain (but not loss) realized upon the sale or other
               disposition of any assets of the Company or its Restricted
               Subsidiaries (or to the extent relevant for any calculation
               pursuant to clauses (1)(A) or (1)(B) above, any assets of any
               Investment Entity) (including pursuant to any sale-and-leaseback
               arrangement) which is not sold or otherwise disposed of in the
               ordinary course of business and any gain (but not loss) realized
               upon the sale or other disposition of any Capital Stock of any
               Person;

          (5)  extraordinary gains or losses; and

          (6)  the cumulative effect of a change in accounting principles.

Notwithstanding the foregoing, for the purposes of Section 10.7 only, there
shall be excluded from Consolidated Net Income any repurchases, repayments or
redemptions of Investments, proceeds realized on the sale of Investments or
return of capital to the Company or a Restricted Subsidiary to the extent such
repurchases, repayments, redemptions, proceeds or returns increase the amount of
Restricted Payments permitted under Section 10.7(a)(3)(D).

          "Continuing Directors" means, as of any date of determination, any
member of the Board of Directors who (a) was a member of the Board of Directors
on the date of this Indenture, or (b) was nominated for election or elected to
the Board of Directors with the approval of a majority of the Continuing
Directors who were members of the Board of Directors at the time of such
nomination or election.

          "Corporate Trust Office" means the principal office of the Trustee in
Wilmington, Delaware, at which at any particular time its corporate trust
business shall be administered and which at the date of this Indenture is Rodney
Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001.

          "Credit Facilities" means one or more debt facilities (including,
without limitation, the Senior Credit Facility) or commercial paper facilities,
in each case with banks, institutional lenders or other lenders providing for
revolving credit loans, term loans, receivables financing (including through the
sale of receivables to such lenders or to special purpose entities formed to
borrow from such lenders against


                                       9


such receivables) or letters of credit, in each case, as amended, restated,
modified, renewed, refunded, replaced or refinanced with other such debt
facilities in whole or in part from time to time.

          "Currency Agreement" means in respect of a Person any foreign exchange
contract, currency swap agreement or other similar agreement designed to protect
such Person against fluctuations in currency values.

          "Declaration" has the meaning specified in the Recitals to this
instrument.

          "Declaration Event of Default" means a "Declaration Event of Default"
as defined in the Declaration.

          "Default" means any event which is, or after notice or passage of time
or both would be, an Indenture Event of Default.

          "Defaulted Interest" has the meaning specified in Section 3.7.

          "Delaware Trustee" has the meaning specified in the Recitals to this
instrument.

          "Direct Action" means a proceeding directly instituted by a holder of
Trust Preferred Securities for enforcement of payment to such holder of the
principal of or interest on the Notes having a principal amount equal to the
aggregate liquidation amount of the Trust Preferred Securities of such holder on
or after the respective due date specified in the Notes, if a Declaration Event
of Default has occurred and is continuing and such event is attributable to the
failure of the Company to pay interest or principal on the Notes on the date
such interest or principal is otherwise payable (or in the case of redemption,
on the redemption date.)

          "Disqualified Stock" means, with respect to any Person, any Capital
Stock which by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable at the option of the holder) or upon
the happening of any event:

          (1)  matures or is mandatorily redeemable pursuant to a sinking fund
               obligation or otherwise;

          (2)  is convertible or exchangeable at the option of the holder for
               Indebtedness or Disqualified Stock; or

          (3)  is mandatorily redeemable or must be purchased upon the
               occurrence of certain events or otherwise, in whole or in part;

in each case on or prior to 90 days following the Stated Maturity of the Notes;
PROVIDED, HOWEVER, that any Capital Stock that would not constitute Disqualified
Stock but for provisions thereof giving holders thereof the right to require
such Person to purchase or redeem such Capital Stock upon the occurrence of an
"asset sale" or "change of control" occurring prior to the Stated Maturity of
the Notes shall not constitute Disqualified Stock if any such requirement (i)
only becomes operative after compliance with such terms applicable to the Notes,
including the purchase of any Notes tendered pursuant thereto or (ii) provides
that the Company may not repurchase or redeem any such Disqualified Stock
pursuant to such provisions unless such repurchase or redemption complies with
Section 10.7.

          "Dissolution Event" means that, as a result of the occurrence and
continuation of a Special Event, the Trust is to be dissolved in accordance with
the Declaration, and the Notes held by the


                                       10


Property Trustee are to be distributed to the holders of Trust Securities pro
rata in accordance with the Declaration.

          "Dissolution Tax Opinion" has the meaning specified in the
Declaration.

          "DriveLogic Business" means the Company's e-commerce business
conducted under the trade name DriveLogic, Inc.

          "EBITDA" for any period means the sum of Consolidated Net Income, plus
the following to the extent deducted in calculating such Consolidated Net
Income:

          (1)  income tax expense of the Company and its consolidated Restricted
               Subsidiaries (and any Investment Entity to the extent such
               contributed to any net loss of such Investment Entity);

          (2)  Consolidated Interest Expense;

          (3)  depreciation and amortization expense of the Company and its
               consolidated Restricted Subsidiaries (and any Investment Entity
               to the extent such contributed to any net loss of such Investment
               Entity);

          (4)  other non-cash charges of the Company and its consolidated
               Restricted Subsidiaries (and any Investment Entity to the extent
               such contributed to any net loss of such Investment Entity),
               excluding any such non-cash charge to the extent that it
               represents an accrual of or reserve for cash expenditures in any
               future period;

          (5)  with respect to any calculation for any of the first three fiscal
               quarters of the Company's fiscal year 2000, the Specified
               DriveLogic Operating Losses and the Specified International
               Business Operating Losses Incurred during any such fiscal
               quarter;

          (6)  with respect to any calculation for the fourth fiscal quarter of
               the Company's fiscal year 2000, up to an aggregate of $15,000,000
               of (i) the Specified DriveLogic Operating Losses and (ii) the
               Specified International Business Operating Losses Incurred during
               such fiscal quarter; and

          (7)  with respect to any calculation for any fiscal quarter of the
               Company's fiscal year 2001 or the first two fiscal quarters of
               the Company's fiscal year 2002, up to an aggregate of $25,000,000
               of (i) the Specified DriveLogic Operating Losses and (ii) the
               Specified International Business Operating Losses Incurred during
               any such fiscal quarters (it being understood and agreed that
               once such $25,000,000 threshold has been reached, this clause
               will have no further effect with respect to any fiscal quarter
               thereafter);

in each case for such period. Notwithstanding the foregoing, the provision for
taxes based on the income or profits of, and the depreciation and amortization
and non-cash charges of, a Restricted Subsidiary shall be added to Consolidated
Net Income to compute EBITDA only to the extent (and in the same proportion)
that the net income of such Restricted Subsidiary was included in calculating
Consolidated Net Income and only if a corresponding amount would be permitted at
the date of determination to be dividended to the Company by such Restricted
Subsidiary without prior approval (that has not been obtained), pursuant to the


                                       11


terms of its charter and all agreements, instruments, judgments, decrees,
orders, statutes, rules and governmental regulations applicable to such
Restricted Subsidiary or its stockholders.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor legislation.

          "GAAP" means generally accepted accounting principles in the United
States of America as in effect as of the Issue Date, including those set forth
in:

          (1)  the opinions and pronouncements of the Accounting Principles
               Board of the American Institute of Certified Public Accountants;

          (2)  statements and pronouncements of the Financial Accounting
               Standards Board;

          (3)  such other statements by such other entity as approved by a
               significant segment of the accounting profession; and

          (4)  the rules and regulations of the SEC governing the inclusion of
               financial statements (including PRO FORMA financial statements)
               in periodic reports required to be filed pursuant to Section 13
               of the Exchange Act, including opinions and pronouncements in
               staff accounting bulletins and similar written statements from
               the accounting staff of the SEC.

          "Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America, and the payment for which the
United States pledges its full faith and credit.

          "Guarantee" means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Indebtedness of any Person and
any obligation, direct or indirect, contingent or otherwise, of such Person:

          (1)  to purchase or pay (or advance or supply funds for the purchase
               or payment of) such Indebtedness of such Person (whether arising
               by virtue of partnership arrangements, or by agreements to
               keep-well, to purchase assets, goods, securities or services, to
               take-or-pay or to maintain financial statement conditions or
               otherwise); or

          (2)  entered into for the purpose of assuring in any other manner the
               obligee of such Indebtedness of the payment thereof or to protect
               such obligee against loss in respect thereof (in whole or in
               part);

PROVIDED, HOWEVER, that the term "Guarantee" shall not include endorsements for
collection or deposit in the ordinary course of business. The term "Guarantee"
used as a verb has a corresponding meaning. The term "Guarantor" shall mean any
Person Guaranteeing any obligation.

          "Hedging Obligations" of any Person means the obligations of such
Person pursuant to any Interest Rate Agreement or Currency Agreement.

          "Holder" means a Person in whose name a Note is registered in the
Register.

          "Incur" means issue, assume, Guarantee, incur or otherwise become
liable for; PROVIDED, HOWEVER, that any Indebtedness or Capital Stock of a
Person existing at the time such Person becomes a Restricted Subsidiary (whether
by merger, consolidation, acquisition or otherwise) shall be deemed to be


                                       12


Incurred by such Person at the time it becomes a Restricted Subsidiary. The term
"Incurrence" when used as a noun shall have a correlative meaning. The accretion
of principal of a non-interest bearing or other discount security shall not be
deemed the Incurrence of Indebtedness.

          "Indebtedness" means, with respect to any Person on any date of
determination (without duplication):

          (1)  the principal in respect of (A) indebtedness of such Person for
               money borrowed and (B) indebtedness evidenced by notes,
               debentures, bonds or other similar instruments for the payment of
               which such Person is responsible or liable, including, in each
               case, any premium on such indebtedness to the extent such premium
               has become due and payable;

          (2)  all Capital Lease Obligations of such Person and all Attributable
               Debt in respect of Sale/Leaseback Transactions entered into by
               such Person;

          (3)  all obligations of such Person issued or assumed as the deferred
               purchase price of property, all conditional sale obligations of
               such Person and all obligations of such Person under any title
               retention agreement (but excluding trade accounts payable arising
               in the ordinary course of business);

          (4)  all obligations of such Person for the reimbursement of any
               obligor on any letter of credit, banker's acceptance or similar
               credit transaction (other than obligations with respect to
               letters of credit securing obligations (other than obligations
               described in clauses (1) through (3) above) entered into in the
               ordinary course of business of such Person to the extent such
               letters of credit are not drawn upon or, if and to the extent
               drawn upon, such drawing is reimbursed no later than the tenth
               Business Day following payment on the letter of credit);

          (5)  the amount of all obligations of such Person with respect to the
               redemption, repayment or other repurchase of any Disqualified
               Stock of such Person or, with respect to any Preferred Stock of
               any Subsidiary of such Person, the principal amount of such
               Preferred Stock to be determined in accordance with the Indenture
               (but excluding, in each case, any accrued dividends);

          (6)  all obligations of the type referred to in clauses (1) through
               (5) of other Persons and all dividends of other Persons for the
               payment of which, in either case, such Person is responsible or
               liable, directly or indirectly, as obligor, guarantor or
               otherwise, including by means of any Guarantee;

          (7)  all obligations of the type referred to in clauses (1) through
               (6) of other Persons secured by any Lien on any property or asset
               of such Person (whether or not such obligation is assumed by such
               Person), the amount of such obligation being deemed to be the
               lesser of the value of such property or assets and the amount of
               the obligation so secured; and

          (8)  to the extent not otherwise included in this definition, Hedging
               Obligations of such Person.

Notwithstanding the foregoing, in connection with the purchase by the Company or
any Restricted Subsidiary of any business, the term "Indebtedness" will exclude
post-closing payment adjustments to which the seller may become entitled to the
extent such payment is determined by a final closing balance


                                       13


sheet or such payment depends on the performance of such business after the
closing; PROVIDED, HOWEVER, that, at the time of closing, the amount of any such
payment is not determinable; PROVIDED, FURTHER, if such payment thereafter
becomes fixed and determined and the amount is not paid within 30 days
thereafter, such amount will be deemed to constitute "Indebtedness" upon the
expiration of such 30 day period. Notwithstanding anything in this Indenture to
the contrary, "Indebtedness" of the Company will be deemed to include the
aggregate principal amount of the Notes.

          The amount of Indebtedness of any Person at any date shall be the
outstanding balance at such date of all unconditional obligations as described
above and the maximum liability, upon the occurrence of the contingency giving
rise to the obligation, of any contingent obligations at such date.

          "Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively.

          "Indenture Event of Default" has the meaning specified in Section 5.1.

          "Initial Notes" has the meaning specified in the Recitals to this
instrument.

          "Interest Payment Date" has the meaning specified in Section 3.1.

          "Interest Rate Agreement" means in respect of a Person any interest
rate swap agreement, interest rate cap agreement or other financial agreement or
arrangement designed to protect such Person against fluctuations in interest
rates.

          "International Business" means the businesses conducted as of the date
of this Indenture by or through CCC International Holdings, Subsidiaries of CCC
International Holdings and Investment Entities in which CCC International
Holdings has any direct or indirect interest.

          "Investment" in any Person means any direct or indirect advance, loan
(other than advances to customers in the ordinary course of business that are
recorded as accounts receivable on the balance sheet of the lender) or other
extensions of credit (including by way of Guarantee or similar arrangement) or
capital contribution to (by means of any transfer of cash or other property to
others or any payment for property or services for the account or use of
others), or any purchase or acquisition of Capital Stock, Indebtedness or other
similar instruments issued by such Person; PROVIDED that, reasonable commission,
travel, moving and similar advances to officers and employees made in the
ordinary course of business shall not constitute Investments. Except as
otherwise provided for herein, the amount of an Investment shall be its fair
value at the time the Investment is made and without giving effect to subsequent
changes in value.

          For purposes of the definition of "Unrestricted Subsidiary," the
definition of "Restricted Payment," Section 10.7 and Section 10.14:

          (1)  In the case of an Investment deemed to be made at the time a
               Restricted Subsidiary is designated as an Unrestricted Subsidiary
               in accordance with Section 10.14, all outstanding Investments in
               any such Subsidiary will be valued at the greater of (i) their
               fair market value at the time of such designation or (ii) the
               aggregate cash or other property contributed to such Subsidiary
               by the Company and any Restricted Subsidiaries (in the case of
               non-cash property, valued at the time of the applicable
               contribution);


                                       14


          (2)  any property transferred to or from an Unrestricted Subsidiary
               shall be valued at its fair market value at the time of such
               transfer, in each case as determined by the Board of Directors.

          "Investment Company Event" has the meaning specified in the
Declaration.

          "Investment Entity" means any Unrestricted Subsidiary and any other
Person (other than a Restricted Subsidiary) if the Company or any of its
Restricted Subsidiaries, directly or indirectly, has any equity in the net
income or net losses of such Person.

          "Issue Date" means the date on which the Initial Notes are originally
issued.

          "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law,
including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (other than precautionary filings made with respect
to operating leases and sales of receivables), or equivalent statutes, of any
jurisdiction, other than any lease properly classified as an operating lease
under GAAP or intellectual property licensing agreements.

          "Maturity," when used with respect to any Note, means the date on
which the principal of such Note becomes due and payable as therein or herein
provided, whether at the Stated Maturity or by declaration of acceleration, call
for redemption or otherwise.

          "Ministerial Action" means a ministerial action such as filing a form
or making an election, or pursuing some other reasonable measure which, in the
reasonable judgment of the Company, has or will cause no adverse effect on the
Company, the Trust or the Holders of the Trust Securities and will involve no
material cost.

          "Net Available Cash" from an Asset Disposition means cash payments
received therefrom (including any cash payments received by way of deferred
payment of principal pursuant to a note or installment receivable or otherwise
and proceeds from the sale or other disposition of any securities received as
consideration, but only as and when received, but excluding any other
consideration received in the form of assumption by the acquiring Person of
Indebtedness or other obligations relating to such properties or assets or
received in any other noncash form), in each case net of:

          (1)  all legal, title and recording tax expenses, commissions and
               other fees and expenses Incurred, and all Federal, state,
               provincial, foreign and local taxes required to be accrued as a
               liability under GAAP, as a consequence of such Asset Disposition;

          (2)  all payments made on any Indebtedness which is secured by any
               assets subject to such Asset Disposition, in accordance with the
               terms of any Lien upon or other security agreement of any kind
               with respect to such assets, or which must by its terms, or in
               order to obtain a necessary consent to such Asset Disposition, or
               by applicable law, be repaid out of the proceeds from such Asset
               Disposition;

          (3)  all distributions and other payments required to be made to
               minority interest holders in Restricted Subsidiaries or joint
               ventures as a result of such Asset Disposition; and


                                       15


          (4)  the deduction of appropriate amounts provided by the seller as a
               reserve, in accordance with GAAP, against any liabilities
               associated with the property or other assets disposed in such
               Asset Disposition and retained by the Company or any Restricted
               Subsidiary after such Asset Disposition.

          "Net Cash Proceeds," with respect to any issuance or sale of Capital
Stock or sale of assets, means the cash proceeds of such issuance or sale net of
attorneys' fees, accountants' fees, underwriters' or placement agents' fees,
discounts or commissions and brokerage, consultant and other fees actually
Incurred in connection with such issuance or sale and net of taxes paid or
payable as a result thereof.

          "90-Day Period" has the meaning specified in Section 11.2.

          "Notes" means the Initial Notes, the PIK Notes and any other notes
issued pursuant to the terms of this Indenture.

          "No Recognition Opinion" has the meaning specified in the Declaration.

          "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

          "Officers' Certificate" means a certificate signed by the Chairman of
the Board, the President or a Vice President, and by the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary, of the Company, and
delivered to the Trustee. One of the officers signing an Officers' Certificate
given pursuant to Section 10.4 shall be the principal executive, financial or
accounting officer of the Company.

          "Opinion of Counsel" means a written opinion of counsel, who may be
internal or outside counsel for the Company, and who shall be acceptable to the
Trustee.

          "Outstanding," when used with respect to Notes, means, as of the date
of determination, all Notes theretofore authenticated and delivered under this
Indenture, except: (i) Notes theretofore canceled by the Trustee or delivered to
the Trustee for cancellation; (ii) with respect to a determination made as of a
Redemption Date or as of the Stated Maturity with respect to any particular
Notes, Notes to be redeemed or paid, as applicable, on such date for whose
redemption or payment money in the necessary amount has been theretofore
deposited with the Trustee or any Paying Agent (other than the Company) in trust
or set aside and segregated in trust by the Company (if the Company shall act as
its own Paying Agent) for the Holders of such Notes; and (iii) Notes that have
been paid pursuant to Section 3.6 or in exchange for or in lieu of which other
Notes have been authenticated and delivered pursuant to this Indenture, other
than any such Notes with respect to which there shall have been presented to the
Trustee proof satisfactory to it that such Notes are held by a bona fide
purchaser in whose hands such Notes are valid obligations of the Company,
PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of the Outstanding Notes have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Notes owned by
the Company or any other obligor upon the Notes shall be disregarded and deemed
not to be outstanding, except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Notes which the Trustee knows to be so owned
shall be so disregarded. Notes so owned which have been pledged in good faith
may be regarded as Outstanding if the pledgee establishes to the satisfaction of
the Trustee the pledgee's right so to act with respect to such Notes and that
the pledgee is not the Company or any other obligor upon the Notes or any
Affiliate of the Company or of such other obligor.


                                       16


          "Paying Agent" means any Person authorized by the Company to pay the
principal of or interest on any Notes on behalf of the Company.

          "Permitted Investment" means an Investment by the Company or any
Restricted Subsidiary in:

          (1)  the Company, a Restricted Subsidiary or a Person that will, upon
               the making of such Investment, become a Restricted Subsidiary
               primarily engaged in a Related Business;

          (2)  another Person if as a result of such Investment such other
               Person is merged or consolidated with or into, or transfers or
               conveys all or substantially all its assets to, the Company or a
               Restricted Subsidiary; PROVIDED such Person is primarily engaged
               in a Related Business;

          (3)  cash and Temporary Cash Investments;

          (4)  receivables owing to the Company or any Restricted Subsidiary if
               created or acquired in the ordinary course of business and
               payable or dischargeable in accordance with customary trade
               terms; PROVIDED, HOWEVER, that such trade terms may include such
               concessionary trade terms as the Company or any such Restricted
               Subsidiary deems reasonable under the circumstances;

          (5)  payroll, travel and similar advances to cover matters that are
               expected at the time of such advances ultimately to be treated as
               expenses for accounting purposes and that are made in the
               ordinary course of business;

          (6)  loans or advances to employees made in the ordinary course of
               business consistent with past practices of the Company or such
               Restricted Subsidiary;

          (7)  stock, obligations or securities received in settlement of debts
               created in the ordinary course of business and owing to the
               Company or any Restricted Subsidiary or in satisfaction of
               judgments;

          (8)  any Person to the extent such Investment represents the non-cash
               portion of the consideration received for an Asset Disposition as
               permitted pursuant to Section 10.9;

          (9)  any Investment acquired by the Company or any of its Restricted
               Subsidiaries (a) in exchange for any other Investment or accounts
               receivable held by the Company or any such Restricted Subsidiary
               in connection with or as a result of a bankruptcy, workout,
               reorganization or recapitalization of the issuer of such other
               Investment or accounts receivable or (b) as a result of a
               foreclosure by the Company or any of its Restricted Subsidiaries
               with respect to any secured Investment or other transfer of title
               with respect to any secured Investment in default;

          (10) any Investment in the International Business in an amount not to
               exceed $10.0 million in the aggregate;

          (11) any Investment in ChoiceParts in an amount not to exceed $10.0
               million in the aggregate;


                                       17


          (12) any Investment made or deemed made as a result of an Investment
               existing as of the Issue Date, and any amendment, modification,
               extension or renewal of an Investment to the extent such
               amendment, modification, extension or renewal does not require
               the Company or any Restricted Subsidiary to make any additional
               cash or non-cash payments in connection therewith;

          (13) any Investment consisting of a Guarantee permitted under clause
               (3) Section 10.6(b) hereof;

          (14) any acquisition of assets solely in exchange for the issuance of
               Capital Stock of the Company;

          (15) Hedging Obligations; and

          (16) other Investments, in addition to those in clauses (1) through
               (15) of this definition, in any Person, having an aggregate fair
               market value, when taken together with all other Investments made
               pursuant to this clause (16) since the date of this Indenture,
               not to exceed $10.0 million at any one time outstanding.

          "Permitted Liens" means, with respect to any Person:

          (1)  Liens securing any Senior Debt or Indebtedness of a Restricted
               Subsidiary;

          (2)  pledges or deposits by such Person under worker's compensation
               laws, unemployment insurance laws or similar legislation, or good
               faith deposits in connection with bids, tenders, contracts (other
               than for the payment of Indebtedness) or leases to which such
               Person is a party, or deposits to secure public or statutory
               obligations of such Person or deposits of cash or United States
               government bonds to secure surety or appeal bonds to which such
               Person is a party, or deposits as security for contested taxes or
               import duties or for the payment of rent, in each case Incurred
               in the ordinary course of business;

          (3)  Liens imposed by law, such as carriers', warehousemen's and
               mechanics' Liens, in each case for sums not yet due or being
               contested in good faith by appropriate proceedings or other Liens
               arising out of judgments or awards against such Person with
               respect to which such Person shall then be proceeding with an
               appeal or other proceedings for review and Liens arising solely
               by virtue of any statutory or common law provision relating to
               banker's Liens, rights of set-off or similar rights and remedies
               as to deposit accounts or other funds maintained with a creditor
               depository institution;

          (4)  Liens for taxes, assessments or governmental charges or claims
               that are not yet delinquent or that are being contested in good
               faith by appropriate proceedings promptly instituted and
               diligently conducted and for which an appropriate reserve or
               provision shall have been made in accordance with generally
               accepted accounting principles consistent applied;

          (5)  Liens in favor of issuers of surety bonds or letters of credit
               issued pursuant to the request of and for the account of such
               Person in the ordinary course of its business;


                                       18


          (6)  minor survey exceptions, minor encumbrances, easements or
               reservations of, or rights of others for, licenses,
               rights-of-way, sewers, electric lines, telegraph and telephone
               lines and other similar purposes, or zoning or other restrictions
               as to the use of real property or Liens incidental to the conduct
               of the business of such Person or to the ownership of its
               properties which were not Incurred in connection with
               Indebtedness and which do not in the aggregate materially
               adversely affect the value of said properties or materially
               impair their use in the operation of the business of such Person;

          (7)  Liens securing Indebtedness Incurred to finance the construction,
               purchase or lease of, or repairs, improvements or additions to,
               property, plant or equipment of such Person; PROVIDED, HOWEVER,
               that the Lien may not extend to any other property owned by such
               Person or any of its Restricted Subsidiaries at the time the Lien
               is Incurred (other than assets and property affixed or
               appurtenant thereto), and the Indebtedness (other than any
               interest thereon) secured by the Lien may not be Incurred more
               than 365 days after the later of the acquisition, completion of
               construction, repair, improvement, addition or commencement of
               full operation of the property subject to the Lien;

          (8)  Liens existing on the Issue Date;

          (9)  Liens on property or shares of Capital Stock of another Person at
               the time such other Person becomes a Subsidiary of such Person;
               PROVIDED, HOWEVER, that the Liens may not extend to any other
               property owned by such Person or any of its Restricted
               Subsidiaries (other than assets and property affixed or
               appurtenant thereto);

          (10) Liens on property at the time such Person or any of its
               Subsidiaries acquires the property, including any acquisition by
               means of a merger or consolidation with or into such Person or a
               Subsidiary of such Person; PROVIDED, HOWEVER, that the Liens may
               not extend to any other property owned by such Person or any of
               its Restricted Subsidiaries (other than assets and property
               affixed or appurtenant thereto);

          (11) Liens securing Indebtedness or other obligations of a Subsidiary
               of such Person owing to such Person or a wholly-owned Subsidiary
               of such Person;

          (12) Liens securing Hedging Obligations so long as such Hedging
               Obligations relate to Indebtedness that is, and is permitted to
               be under the Indenture, secured by a Lien on the same property
               securing such Hedging Obligations; and

          (13) Liens resulting from the pledge by the Company of Capital Stock
               in a Restricted Subsidiary in connection with a Credit Facility
               or in an Unrestricted Subsidiary in an circumstance, where
               recourse to the Company is limited to the value of the Capital
               Stock so pledged;

          (14) leases or subleases granted to third Persons;

          (15) deposits made in the ordinary course of business to secure
               liability to insurance carriers;


                                       19


          (16) attachment or judgment Liens not giving rise to a Default or an
               Event of Default;

          (17) any interest or title of a lessor under any capital lease or
               operating lease;

          (18) other Liens, in addition to those described in this definition,
               securing Indebtedness of the Company in an amount not to exceed
               $5.0 million at any time outstanding;

          (19) Liens to secure any Refinancing (or successive Refinancings) as a
               whole, or in part, of any Indebtedness secured by any Lien
               referred to in the foregoing clause (1) through (18).

          "Person" means any individual, corporation, company, partnership,
limited liability company, joint venture, trust, unincorporated organization or
government or any agency or political subdivision thereof or any other entity.

          "PIK Notes" have the meaning specified in Section 3.1.

          "Preferred Stock," as applied to the Capital Stock of any Person,
means Capital Stock of any class or classes (however designated) which is
preferred as to the payment of dividends or distributions, or as to the
distribution of assets upon any voluntary or involuntary liquidation or
dissolution of such Person, over shares of Capital Stock of any other class of
such Person.

          "Principals" means White River Ventures, Inc. and Capricorn Investors
II, L.P.

          "Property Trustee" has the meaning specified in the Declaration.

          "pro rata," when used with respect to any payment, distribution or
treatment of the Notes, shall mean pro rata to each Holder of Notes according to
the aggregate principal amount of the Notes Outstanding, provided that in the
event any Notes are held by the Company and an Indenture Event of Default has
occurred and is continuing, any funds available for such payment shall first be
paid to each Holder of the Notes (other than the Company) pro rata according to
the aggregate principal amount of the Notes held by each such Holder relative to
the aggregate principal amount of all Notes Outstanding and held by such
Holders, and only after satisfaction of all amounts owed to such Holders of the
Notes (other than the Company), any additional funds available for such payment
shall be made to the Company thereof pro rata according to the aggregate
principal amount of Notes held by them.

          "Redemption Date," when used with respect to any Note to be redeemed,
means the date fixed for such redemption by or pursuant to this Indenture.

          "Redemption Price," when used with respect to any Note to be redeemed,
means 100% of the principal amount of such Note.

          "Redemption Tax Event" has the meaning specified in Section 11.2.

          "Redemption Tax Opinion" has the meaning set forth in the Declaration.

          "Refinance" means, in respect of any Indebtedness, to refinance,
extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue
other Indebtedness in exchange or replacement for, such indebtedness.
"Refinanced" and "Refinancing" shall have correlative meanings.


                                       20


          "Refinancing Indebtedness" means Indebtedness that Refinances any
Indebtedness of the Company or any Restricted Subsidiary existing on the Issue
Date or Incurred in compliance with the Indenture, including Indebtedness that
Refinances Refinancing Indebtedness; PROVIDED, HOWEVER, that:

          (1)  such Refinancing Indebtedness has a Stated Maturity no earlier
               than the Stated Maturity of the Indebtedness being Refinanced;

          (2)  such Refinancing Indebtedness has a Weighted Average Life to
               Maturity at the time such Refinancing Indebtedness is Incurred
               that is equal to or greater than the Weighted Average Life to
               Maturity of the Indebtedness being Refinanced; and

          (3)  such Refinancing Indebtedness has an aggregate principal amount
               (or if Incurred with original issue discount, an aggregate issue
               price) that is equal to or less than the aggregate principal
               amount (or if Incurred with original issue discount, the
               aggregate accreted value) then outstanding or committed (plus
               fees and expenses, including any premium and defeasance costs)
               under the Indebtedness being Refinanced;

PROVIDED FURTHER, HOWEVER, that Refinancing Indebtedness shall not include
Indebtedness of a Subsidiary that Refinances Indebtedness of the Company.

          "Register" and "Registrar" have the respective meanings specified in
Section 3.5.

          "Regular Record Date" has the meaning specified in Section 3.1.

          "Related Business" means:

          (1)  any business in which the Company, any of its Subsidiaries or any
               of its Investment Entities is engaged, or has publicly announced
               its intention to engage in, on or prior to the date of this
               Indenture;

          (2)  any business similar or related to the businesses described in
               (1) above, including, but not limited to, any business which
               utilizes the Internet, wireless technology and/or other mode of
               communication in connection with the exchange or sale of
               products, service or data relating to (i) the maintenance or
               repair of motorized vehicles and other products in the
               transportation industry and (ii) the insurance industries'
               involvement in the activities described in subsection (i) above;
               or

          (3)  any reasonable extension of such businesses.

          "Related Party" means:

          (1)  any controlling stockholder, 80% (or more) owned Subsidiary, or
               immediate family member (in the case of an individual) or any
               Principal; or

          (2)  any trust, corporation, partnership or other entity, whose
               beneficiaries, stockholders, partners, owners or Persons
               beneficially holding an 80% or more controlling interest of such
               entity consist of any one or more Principals and/or such other
               Persons referred to in the immediately preceding clause (1).


                                       21


          "Responsible Officer," when used with respect to the Trustee, means
the chairman or any vice-chairman of the board of directors, the chairman or any
vice-chairman of the executive committee of the board of directors, the chairman
of the trust committee, the president, any vice president, any assistant vice
president, the treasurer, any assistant treasurer, any trust officer or
assistant trust officer, the controller or any assistant controller or any other
officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect
to a particular corporate trust matter, any other officer to whom such matter is
referred because of his knowledge of and familiarity with the particular
subject.

          "Restricted Payment" with respect to any Person means:

          (1)  the declaration or payment of any dividends or any other
               distributions of any sort in respect of its Capital Stock
               (including any payment in connection with any merger or
               consolidation involving such Person) or similar payment to the
               direct or indirect holders of its Capital Stock (other than (a)
               dividends or distributions payable solely in its Capital Stock
               (other than Disqualified Stock), (b) dividends or distributions
               payable solely to the Company or a Wholly-Owned Subsidiary and
               (c) dividends or distributions payable solely in Capital Stock
               of, or options to acquire Capital Stock of, ChannelPoint or
               ChoiceParts or any person whose sole assets consist of Capital
               Stock of ChannelPoint or ChoiceParts);

          (2)  the purchase, redemption or other acquisition or retirement for
               value of any Capital Stock of the Company or of a Restricted
               Subsidiary held by any Affiliate of the Company (other than a
               Restricted Subsidiary), including the exercise of any option to
               exchange any Capital Stock (other than into Capital Stock of the
               Company that is not Disqualified Stock);

          (3)  the purchase, repurchase, redemption, defeasance or other
               acquisition or retirement for value, prior to scheduled maturity,
               scheduled repayment or scheduled sinking fund payment of any
               Subordinated Obligations of such Person (other than the purchase,
               repurchase or other acquisition of Subordinated Obligations
               purchased in anticipation of satisfying a sinking fund
               obligation, principal installment or final maturity, in each case
               due within one year of the date of such purchase, repurchase or
               other acquisition); or

          (4)  the making of any Investment (other than a Permitted Investment)
               in any Person.

          "Restricted Securities Legend" has the meaning specified in Section
2.2.

          "Restricted Subsidiary" means any Subsidiary of the Company that is
not an Unrestricted Subsidiary.

          "Sale/Leaseback Transaction" means an arrangement relating to property
owned by the Company or a Restricted Subsidiary on the Issue Date or thereafter
acquired by the Company or a Restricted Subsidiary whereby the Company or a
Restricted Subsidiary transfers such property to a Person and the Company or a
Restricted Subsidiary leases it from such Person (except for temporary leases of
a term of not more than four years).

          "Securities Act" means the Securities Act of 1933, as amended.


                                       22


          "Securities Purchase Agreement" means the Securities Purchase
Agreement of even date herewith by and among the Company, the Trust and the
purchaser listed therein.

          "Senior Credit Facility" means the Amended and Restated Credit
Facility Agreement, dated as of October 29, 1998, by and among the Company and
lenders that are parties thereto and LaSalle National Bank (as administrative
agent and issuing bank).

          "Senior Debt" means:

          (1)  all Indebtedness of the Company or any Restricted Subsidiary
               outstanding under Credit Facilities and all Hedging Obligation
               with respect thereto (including without limitation Indebtedness
               Incurred pursuant to the Senior Credit Facility); and

          (2)  all principal, interest, penalties, fees, indemnifications,
               reimbursements, damages and other liabilities payable under the
               documentation governing any Indebtedness described in clause (1)
               above.

          "Significant Subsidiary" means any Subsidiary that would be a
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such Regulation is in effect on
the date of this Indenture.

          "Specified DriveLogic Operating Losses" for any period means the sum
of the operating losses allocated to the DriveLogic Business consistent with the
Company's internal accounting policies, plus, to the extent deducted in
calculating such operating losses, other non-cash charges of the Company and its
consolidated Restricted Subsidiaries (and any Investment Entity to the extent
such contributed to any net loss of such Investment Entity) allocated to the
DriveLogic Business consistent with the Company's internal accounting policies,
excluding any such non-cash charge to the extent that it represents an accrual
of or reserve for cash expenditures in any future period.

          "Specified International Operating Losses" for any period means the
sum of operating losses allocated to the International Business consistent with
the Company's internal accounting policies, plus the following to the extent
deducted in calculating operating losses:

          (1)  the Company's equity in a net loss of any Investment Entity in
               excess of the net loss attributable to the Company's actual
               percentage equity ownership interest in such Investment Entity
               (without giving effect to any conversion rights, options or other
               rights to acquire additional equity in such Investment Entity)
               allocated to the International Business consistent with the
               Company's internal accounting policies; and

          (2)  other non-cash charges of the Company and its consolidated
               Restricted Subsidiaries (and any Investment Entity to the extent
               such contributed to any net loss of such Investment Entity)
               allocated to the International Business consistent with the
               Company's internal accounting policies, excluding any such
               non-cash charge to the extent that it represents an accrual of or
               reserve for cash expenditures in any future period;

in each case for such period.

          "Special Event" has the meaning specified in the Declaration.


                                       23


          "Special Record Date" for the payment of any Defaulted Interest means
a date fixed by the Trustee pursuant to Section 3.7.

          "Stated Maturity," when used with respect to any security or any
installment of interest thereon, means the date specified in such security as
the fixed date on which the principal, together with any accrued and unpaid
interest (including Compounded Interest), of such security or such installment
of interest is due and payable.

          "Subordinated Obligation" means any Indebtedness of the Company
(whether outstanding on the Issue Date or thereafter Incurred) which is
subordinate or junior in right of payment to the Notes pursuant to a written
agreement to that effect.

          "Subsidiary" of any Person means (i) a corporation more than 50% of
the outstanding Voting Stock of which is owned, directly or indirectly, by such
Person or by one or more other Subsidiaries of such Person or by such Person and
one or more Subsidiaries thereof or (ii) any other Person (other than a
corporation) in which such Person, or one or more other Subsidiaries of such
Person or such Person and one or more other Subsidiaries thereof, directly or
indirectly, has at least a majority ownership and power to direct the policies,
management and affairs thereof.

          "Surviving Entity" has the meaning specified in Section 8.1.

          "Tax Event" has the meaning specified in the Declaration.

          "Temporary Cash Investments" means any of the following:

          (1)  any investment in direct obligations of the United States of
               America or any agency thereof or obligations guaranteed by the
               United States of America or any agency thereof;

          (2)  investments in time deposit accounts, certificates of deposit and
               money market deposits maturing within 180 days of the date of
               acquisition thereof issued by a bank or trust company which is
               organized under the laws of the United States of America, any
               state thereof or any foreign country recognized by the United
               States of America, and which bank or trust company has capital,
               surplus and undivided profits aggregating in excess of $50.0
               million (or the foreign currency equivalent thereof) and has
               outstanding debt which is rated "A" (or such similar equivalent
               rating) or higher by at least one nationally recognized
               statistical rating organization (as defined in Rule 436 under the
               Securities Act) or any money-market fund sponsored by a
               registered broker dealer or mutual fund distributor;

          (3)  repurchase obligations with a term of not more than 30 days for
               underlying securities of the types described in clause (1) above
               entered into with a bank meeting the qualifications described in
               clause (2) above;

          (4)  investments in commercial paper, maturing not more than 90 days
               after the date of acquisition, issued by a corporation (other
               than an Affiliate of the Company) organized and in existence
               under the laws of the United States of America or any foreign
               country recognized by the United States of America with a rating
               at the time as of which any investment therein is made of "P-1"
               (or higher) according to Moody's Investors Service, Inc. or "A-1"
               (or higher) according to Standard and Poor's Ratings Group; and


                                       24


          (5)  investments in securities with maturities of six months or less
               from the date of acquisition issued or fully guaranteed by any
               state, commonwealth or territory of the United States of America,
               or by any political subdivision or taxing authority thereof, and
               rated at least "A" by Standard & Poor's Ratings Group or "A" by
               Moody's Investors Service, Inc.

          "Trust" has the meaning specified in the Recitals to this instrument.

          "Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean such successor Trustee.

          "Trust Common Securities" has the meaning specified in the Recitals to
this Instrument.

          "Trust Common Securities Guarantee" means any guarantee that the
Company may enter into that operates directly or indirectly for the benefit of
holders of Trust Common Securities of the Trust.

          "Trust Indenture Act" means the Trust Indenture Act of 1939 as in
force at the date as of which this instrument was executed; PROVIDED, HOWEVER,
that in the event the Trust Indenture Act of 1939 is amended after such date,
"Trust Indenture Act" means, to the extent required by any such amendment, the
Trust Indenture Act of 1939 as so amended.

          "Trust Preferred Securities" has the meaning specified in the Recitals
to this instrument.

          "Trust Preferred Securities Guarantee" means any guarantee that the
Company may enter into that operates directly or indirectly for the benefit of
holders of Trust Preferred Securities of the Trust.

          "Trust Securities" has the meaning specified in the Recitals to this
instrument.

          "Unrestricted Subsidiary" means:

          (1)  any Subsidiary of the Company that at the time of determination
               shall be designated an Unrestricted Subsidiary by the Board of
               Directors in the manner provided below; and

          (2)  any Subsidiary of an Unrestricted Subsidiary.

          Subject to Section 10.14, the Board of Directors may designate any
Subsidiary of the Company (including any newly acquired or newly formed
Subsidiary) to be an Unrestricted Subsidiary PROVIDED:

          (1)  such Subsidiary or any of its Subsidiaries does not own any
               Capital Stock or Indebtedness of, or hold any Lien on any
               property of, the Company or any other Subsidiary of the Company
               that is not a Subsidiary of the Subsidiary to be so designated;

          (2)  such Subsidiary has no Indebtedness other than Indebtedness that
               is not guaranteed by the Company or any Restricted Subsidiary;

          (3)  such Subsidiary is not party to any agreement, contract,
               arrangement or understanding with the Company or any Restricted
               Subsidiary of the Company unless the terms of any such agreement,
               contract, arrangement or understanding


                                       25


               are no less favorable to the Company or such Restricted
               Subsidiary than those that might be obtained at the time from
               Persons who are not Affiliates of the Company;

          (4)  such Subsidiary is a Person with respect to which neither the
               Company nor any of its Restricted Subsidiaries has any direct or
               indirect obligation to (a) subscribe for additional Capital Stock
               or equity interests or (b) maintain or preserve such Person's
               financial condition or to cause such Person to achieve any
               specified levels of operating results; and

          (5)  has not guaranteed or otherwise directly or indirectly provided
               credit support of any Indebtedness of the Company or any of its
               Restricted Subsidiaries, PROVIDED, FURTHER, that either (A) the
               Subsidiary to be so designated has total assets of $1,000 or less
               or (B) if such Subsidiary has assets greater than $1,000, such
               designation would be permitted under Section 10.7.

          Subject to Section 10.14, the Board of Directors may designate any
Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such
designation shall be deemed to be an incurrence of Indebtedness by a Restricted
Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted
Subsidiary and such designation shall only be permitted if (1) such Indebtedness
is permitted under Section 10.6, calculated on a pro forma basis as if such
designation had occurred at the beginning of the applicable four-quarter
Reference Period; and (2) no Default or Event of Default would be in existence
immediately following such designation. Any such designation by the Board of
Directors shall be evidenced to the Trustee by promptly filing with the Trustee
a copy of the resolution of the Board of Directors giving effect to such
designation and an Officers' Certificate certifying that such designation
complied with the foregoing provisions.

          "U.S. Dollar Equivalent" means with respect to any monetary amount in
a currency other than U.S. dollars, at any time for determination thereof, the
amount of U.S. dollars obtained by converting such foreign currency involved in
such computation into U.S. dollars at the spot rate for the purchase of U.S.
dollars with the applicable foreign currency as published in THE WALL STREET
JOURNAL in the "Exchange Rates" column under the heading "Currency Trading" on
the date two Business Days prior to such determination.

          "Vice President," when used with respect to the Company or the
Trustee, means any vice president, whether or not designated by a number or a
word or words added before or after the title "vice president."

          "Voting Stock" of any Person means capital stock of such Person which
ordinarily has voting power for the election of directors (or Persons performing
similar functions) of such Person, whether at all times or only so long as no
senior class of securities has such voting power by reason of any contingency.

          "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (1) the sum
of the products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof, by (b) the
number of years (calculated to the nearest one-twelfth) that will elapse between
such date and the making of such payment, by (2) the then outstanding principal
amount of such Indebtedness.


                                       26


          "Wholly-Owned Subsidiary" means a Restricted Subsidiary all the
Capital Stock of which (other than directors' qualifying shares) is owned by the
Company or one or more Wholly-Owned Subsidiaries.

          SECTION 1.2.   COMPLIANCE CERTIFICATES AND OPINIONS.

          Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall furnish to
the Trustee such certificates and opinions as may be required under the Trust
Indenture Act or reasonably requested by the Trustee in connection with such
application or request. Each such certificate or opinion shall be given in the
form of an Officers' Certificate, if to be given by an officer of the Company,
or an Opinion of Counsel, if to be given by counsel, and shall comply with the
applicable provisions of the Trust Indenture Act and any other applicable
requirement set forth in this Indenture.

          Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include

          (a)  a statement that each individual signing such certificate or
opinion has read such covenant or condition and the definitions herein relating
thereto;

          (b)  a brief statement as to the nature and scope of the examination
or investigation upon which the statements or opinions contained in such
certificate or opinion are based;

          (c)  a statement that, in the opinion of each such individual, he has
made such examination or investigation as is necessary to enable him to express
an informed opinion as to whether or not such covenant or condition has been
complied with; and

          (d)  a statement as to whether, in the opinion of each such
individual, such condition or covenant has been complied with.

          SECTION 1.3.   FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

          In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

          Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or opinion of counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

          Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.


                                       27


          SECTION 1.4.   ACTS OF HOLDERS; RECORD DATES.

          (a)  Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 6.1) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.

          (b)  The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee or the Company, as the case may be, deems
sufficient.

          (c)  The Company may, in the circumstances permitted by the Trust
Indenture Act, fix any day as the record date for the purpose of determining the
Holders of Outstanding Notes entitled to give, make or take any request, demand,
authorization, direction, notice, consent, waiver or other action, or to vote on
any action, authorized or permitted to be given or taken by Holders. If not set
by the Company prior to the first solicitation of a Holder made by any Person in
respect of any such action, or, in the case of any such vote, prior to such
vote, the record date for any such action or vote shall be the 30th day (or, if
later, the date of the most recent list of Holders required to be provided
pursuant to Section 7.1) prior to such first solicitation or vote, as the case
may be. With regard to any record date, only the Holders on such date (or their
duly designated proxies) shall be entitled to give or take, or vote on, the
relevant action.

          (d)  The ownership of Notes shall be proved by the Register.

          (e)  Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Note shall bind every future Holder of
the same Note, and the Holder of every Note issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such Note.

          (f)  Without limiting the foregoing, a Holder entitled hereunder to
give or take any such action with regard to any particular Note may do so with
regard to all or any part of the principal amount of such Note or by one or more
duly appointed agents each of which may do so pursuant to such appointment with
regard to all or any different part of such principal amount.

          SECTION 1.5.   NOTICES, ETC., TO TRUSTEE AND THE COMPANY.

          Any request, demand, authorization, direction, notice, consent, waiver
or Act of Holders or other document provided or permitted by this Indenture to
be made upon, given or furnished to, or filed with,


                                       28


          (a)  the Trustee by any Holder or by the Company shall be sufficient
for every purpose hereunder if made, given, furnished or filed in writing to or
with the Trustee at its Corporate Trust Office, Attention: Corporate Trust
Administration, or

          (b)  the Company by the Trustee or by any Holder shall be sufficient
for every purpose hereunder (unless otherwise herein expressly provided) if in
writing and mailed, first-class postage prepaid (registered or certified, return
receipt requested) or overnight air courier guaranteeing next day delivery, to
the Company, attention: Chief Financial Officer, addressed to it at the address
of its principal office specified in the first paragraph of this instrument or
at any other address previously furnished in writing to the Trustee by the
Company, with a copy to Skadden, Arps, Slate, Meagher & Flom (Illinois), 333
West Wacker Drive, Chicago, Illinois 60606-1285, Attention: Peter C. Krupp.

          SECTION 1.6.   NOTICE TO HOLDERS; WAIVER.

          Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at such Holder's address as it appears in the Register, not later
than the latest date (if any), and not earlier than the earliest date (if any),
prescribed for the giving of such notice. In any case where notice to Holders is
given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders. Any notice when mailed to a Holder in the
aforesaid manner shall be conclusively deemed to have been received by such
Holder whether or not actually received by such Holder. Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and
such waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.

          In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

          SECTION 1.7.   CONFLICT WITH TRUST INDENTURE ACT.

          If any provision hereof limits, qualifies or conflicts with a
provision of the Trust Indenture Act that would be required under such Act to be
a part of and govern this Indenture, were this Indenture qualified under such
Act, the latter provision shall control. If any provision of this Indenture
modifies or excludes any such provision of the Trust Indenture Act that may be
so modified or excluded, the latter provision shall be deemed to apply to this
Indenture as so modified or to be excluded, as the case may be.

          SECTION 1.8.   EFFECT OF HEADINGS AND TABLE OF CONTENTS.

          The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.

          SECTION 1.9.   SUCCESSORS AND ASSIGNS.

          All covenants and agreements in this Indenture by the Company shall
bind its successors and assigns, whether so expressed or not.


                                       29


          SECTION 1.10.  SEPARABILITY CLAUSE.

          In case any provision in this Indenture or in the Notes shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

          SECTION 1.11.  BENEFITS OF INDENTURE.

          Nothing in this Indenture or in the Notes, express or implied, shall
give to any Person, other than the parties hereto and their successors
hereunder, the holders of Senior Debt, the holders of Trust Preferred Securities
(to the extent provided herein) and the Holders of Notes, any benefit or any
legal or equitable right, remedy or claim under this Indenture.

          SECTION 1.12.  GOVERNING LAW.

          THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

          SECTION 1.13.  LEGAL HOLIDAYS.

          In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Note shall not be a Business Day, then (notwithstanding any
other provision of this Indenture or of the Notes) payment of interest or
principal of the Notes need not be made on such date, but may be made on the
next succeeding Business Day (except that, if such Business Day is in the next
succeeding calendar year, such Interest Payment Date, Redemption Date or Stated
Maturity, as the case may be, shall be the immediately preceding Business Day)
with the same force and effect as if made on the Interest Payment Date or
Redemption Date, or at the Stated Maturity.

                                   ARTICLE II

                                   NOTE FORMS

          SECTION 2.1.   FORMS GENERALLY.

          The Notes and the Trustee's certificates of authentication shall be
substantially in the form of EXHIBIT A which is hereby incorporated in and
expressly made a part of this Indenture. The Notes may have notations, legends
or endorsements required by law or agreements to which the Company is subject,
if any. The Company shall furnish any such legend not contained in EXHIBIT A to
the Trustee in writing. Each Note shall be dated the date of its authentication.
The terms and provisions of the Notes set forth in EXHIBIT A are part of the
terms of this Indenture, and to the extent applicable, the Company and the
Trustee, by their execution and delivery of this Indenture, expressly agree to
such terms and provisions and to be bound thereby.

          The definitive Notes shall be typewritten or printed, lithographed or
engraved or produced by any combination of these methods on steel engraved
borders or may be produced in any other manner, all as determined by the
officers executing such Notes, as evidenced by their execution of such Notes.

          SECTION 2.2.   INITIAL ISSUANCE TO PROPERTY TRUSTEE.

          The Notes initially issued to the Property Trustee of the Trust shall
be in the form of one or more individual certificates in definitive, fully
registered form without distribution coupons and shall


                                       30


bear the following legend (the "Restricted Securities Legend") unless the
Company determines otherwise in accordance with applicable law:

          THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. BY THE
ACQUISITION HEREOF, THE HOLDER AGREES THAT SUCH HOLDER WILL GIVE EACH PERSON TO
WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
LEGEND.

                                   Article III

                                    THE NOTES

          SECTION 3.1.   TITLE AND TERMS.

          The aggregate principal amount of Notes that may be authenticated and
delivered under this Indenture is limited to the sum of $67,010,310, except for
Notes authenticated and delivered upon transfer of, or in exchange for, or in
lieu of, other Notes pursuant to Sections 3.4, 3.5, 3.6, 9.5 or 11.7, and except
for the issuance of any PIK Notes as described below. Notwithstanding the
foregoing, any additional Notes, other than the Initial Notes, the PIK Notes or
Notes issued pursuant to Sections 3.4, 3.5, 3.6, 9.5 or 11.7, issued hereunder,
may only be issued by the Company until the later of (i) January 1, 2002 or (ii)
if the Company shall have, prior to January 1, 2002, entered into a letter of
intent to issue such additional Notes and such Notes shall have been issued no
later than February 28, 2002; PROVIDED, HOWEVER, that the issuance of such
additional Notes shall be subject to Section 10.6(a) of this Indenture; and
FURTHER PROVIDED, that no such additional Notes shall be issued to any Person,
other than pursuant to Project Condor, without the consent of Capricorn
Investors III, L.P., such consent not to be unreasonably withheld.

          The Notes shall be known and designated as the "Increasing Rate Notes
Due 2006" of the Company. Their Stated Maturity shall be February 23, 2006, and
they shall bear interest at the rate of (a) 9% per annum, from February 23, 2001
or, in the case of PIK Notes, from the date of original issuance thereof (or
from the most recent Interest Payment Date (as defined below) to which interest
has been paid or duly provided for, as the case may be) through and including
February 22, 2004 (such three-year period from February 23, 2001 through and
including February 22, 2004, is referred to herein as the "Initial Three Year
Period") and (b) 11% per annum from and following February 23, 2004, payable
quarterly, in arrears, on March 31, June 30, September 30 and December 31 (each
an "Interest Payment Date") of each year, commencing March 31, 2001 (or, in the
case of PIK Notes, on the first Interest Payment Date following the date of
original issuance thereof) until the principal thereof is paid or made available
for payment, and they shall be paid to the Person in whose name the Note is
registered at the close of business on the regular record date for such interest
installment, which shall be the close of business on the date which is 15 days
prior to each Interest Payment Date (the "Regular Record Date"). On any Interest
Payment Date occurring during the Initial Three Year Period, so long as no
Default has occurred and is continuing, interest on the Notes may be paid in
cash, or at the election of the Company, in the form of additional Notes of like
tenor in the aggregate principal amount of such interest payable on such
Interest Payment Date (together with Notes authenticated and delivered upon the
transfer of, or in exchange for, or in lieu of, other PIK Notes pursuant to
Sections 3.4, 3.5, 3.6, 9.5 or 11.7, the "PIK Notes"). Notwithstanding the
foregoing, PIK Notes may be issued only in denominations of $1,000 and integral
multiples thereof, and the Company will pay in cash such amount of interest as
shall be necessary to cause the PIK Notes to conform to the requirements of this
sentence. After the Initial Three Year Period, interest on the Notes shall be
paid in cash. The Initial Notes and the PIK Notes, if any, will be treated as a
single class for all purposes of this Indenture, including


                                       31


waivers, amendments, redemptions and offers to purchase. Interest will compound
quarterly and will accrue at the rate of 9% or 11%, as applicable, per annum on
any interest installment in arrears (with interest that accrues as a result of
such compounding being referred to herein as "Compounded Interest").

          The amount of interest payable for any period will be computed on the
basis of a 360-day year of twelve 30-day months. Except as provided in the
following sentence, the amount of interest payable for any period shorter than a
full quarterly period for which interest is computed will be computed on the
basis of the actual number of days elapsed. In the event that any date on which
interest is payable on the Notes is not a Business Day, then payment of interest
payable on such date will be made on the next succeeding day which is a Business
Day (and without any interest or other payment in respect of any such delay),
except that, if such Business Day is in the next succeeding calendar year, such
payment shall be made on the immediately preceding Business Day, in each case
with the same force and effect as if made on such date.

          If at any time (including upon the occurrence of a Tax Event) while
the Property Trustee is the Holder of any Notes, the Trust or the Property
Trustee is required to pay any taxes, duties, assessments or governmental
charges of whatever nature (other than withholding taxes) imposed by the United
States, or any other taxing authority, then, in any such case, the Company will
pay as additional interest ("Additional Interest") on the Notes held by the
Property Trustee, such amounts as shall be required so that the net amounts
received and retained by the Trust and the Property Trustee after paying any
such taxes, duties, assessments or other governmental charges will be not less
than the amounts the Trust and the Property Trustee would have received had no
such taxes, duties, assessments or other governmental charges been imposed.

          The principal of and interest on the Notes shall be payable by wire
transfer of immediately available funds to an account designated in writing by
the applicable Holder. Notwithstanding the foregoing, the principal of and
interest on the Notes held by any Holder that (together with its Affiliates)
holds less than $5,000,000 aggregate principal amount of Notes shall be payable
at the office or agency of the Company in the United States maintained for such
purpose and at any other office or agency maintained by the Company for such
purpose in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts; PROVIDED,
HOWEVER, that at the option of the Company payment of interest to a Holder
described in this sentence may be made by check mailed to the address of the
Person entitled thereto as such address shall appear in the Register.

          The Notes shall be redeemable as provided in Article XI hereof.

          The Notes shall be subordinated in right of payment to Senior Debt as
provided in Article XII hereof.

          SECTION 3.2.   DENOMINATIONS.

          The Notes shall be issuable only in registered form without coupons
and only in denominations of $1,000 and integral multiples thereof.

          SECTION 3.3.   EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

          The Notes shall be executed on behalf of the Company by its Chairman
of the Board, its President or one of its Vice Presidents, under its corporate
seal reproduced thereon attested by its Secretary or one of its Assistant
Secretaries. The signature of any of these officers on the Notes may be manual
or facsimile.


                                       32


          Notes bearing the manual or facsimile signatures of individuals who
were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Notes or did not hold
such offices at the date of such Notes.

          At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Notes executed by the Company to the
Trustee for authentication, together with a Company Order for the authentication
and delivery of such Notes; and the Trustee in accordance with such Company
Order shall authenticate and make available for delivery such Notes as in this
Indenture provided and not otherwise.

          No Note shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Note a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any Note
shall be conclusive evidence, and the only evidence, that such Note has been
duly authenticated and delivered hereunder.

          SECTION 3.4.   TEMPORARY NOTES.

          Pending the preparation of definitive Notes, the Company may execute,
and upon Company Order the Trustee shall authenticate and deliver, temporary
Notes which are printed, lithographed, typewritten, mimeographed or otherwise
produced, in any authorized denomination, substantially of the tenor of the
definitive Notes in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Notes may determine, as evidenced by their execution of such
Notes.

          If temporary Notes are issued, the Company will cause definitive Notes
to be prepared without unreasonable delay. After the preparation of definitive
Notes, the temporary Notes shall be exchangeable for definitive Notes upon
surrender of the temporary Notes at any office or agency of the Company
designated pursuant to Section 10.2, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Notes, the Company shall
execute and the Trustee shall authenticate and make available for delivery in
exchange therefor a like principal amount of definitive Notes of authorized
denominations. Until so exchanged, the temporary Notes shall in all respects be
entitled to the same benefits under this Indenture as definitive Notes.

          SECTION 3.5. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

          (a)  GENERAL.

          The Company shall cause to be kept at the Corporate Trust Office of
the Trustee a register (the register maintained in such office and in any other
office or agency designated pursuant to Section 10.2 being herein sometimes
collectively referred to as the "Register") in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of Notes and of transfers of Notes. The Trustee is hereby appointed "Registrar"
for the purpose of registering Notes and transfers of Notes as herein provided.

          Upon surrender for registration of transfer of any Note at an office
or agency of the Company designated pursuant to Section 10.2 for such purpose,
the Company shall execute, and the Trustee shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new Notes of
any authorized denominations and of a like aggregate principal amount.


                                       33


          At the option of the Holder, Notes may be exchanged for other Notes of
any authorized denominations and of a like aggregate principal amount, upon
surrender of the Notes to be exchanged at such office or agency. Whenever any
Notes are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and make available for delivery, the Notes which the
Holder making the exchange is entitled to receive.

          All Notes issued upon any registration of transfer or exchange of
Notes shall be the valid obligations of the Company, evidencing the same debt,
and entitled to the same benefits under this Indenture, as the Notes surrendered
upon such registration of transfer or exchange.

          Every Note presented or surrendered for registration of transfer or
for exchange shall (if so required by the Company or the Trustee) be duly
endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Registrar duly executed, by the Holder
thereof or his attorney duly authorized in writing.

          No service charge shall be made for any registration of transfer or
exchange of Notes, but the Company or the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Notes, other than
exchanges pursuant to Sections 3.4, 3.5, 3.6, 9.5 or 11.7 not involving any
transfer.

          (b)  TRANSFER PROCEDURES AND RESTRICTIONS.

          The Notes may not be transferred except in compliance with the
Restricted Securities Legend unless otherwise determined by the Company in
accordance with applicable law.

          SECTION 3.6.   MUTILATED, DESTROYED, LOST AND STOLEN NOTES.

          If any mutilated Note is surrendered to the Trustee, the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
new Note of like tenor and principal amount and bearing a number not
contemporaneously outstanding.

          If there shall be delivered to the Company and the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any Note and
(ii) such security or indemnity as may be reasonably required by them to save
each of them and any agent of either of them harmless, then, in the absence of
notice to the Company or the Trustee that such Note has been acquired by a bona
fide purchaser, the Company shall execute and the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Note, a new Note of like
tenor and principal amount and bearing a number not contemporaneously
outstanding.

          In case any such mutilated, destroyed, lost or stolen Note has become
or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Note, pay such Note.

          Upon the issuance of any new Note under this Section, the Company or
the Trustee may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

          Every new Note issued pursuant to this Section in lieu of any
destroyed, lost or stolen Note shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Note shall be at any time enforceable by anyone, and shall be entitled to
all the benefits of this Indenture equally and proportionately with any and all
other Notes duly issued hereunder.


                                       34


          The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Notes.

          SECTION 3.7.   PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

          Interest on any Note which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name that Note is registered at the close of business on the Regular Record
Date.

          Any interest on any Note which is payable, but is not punctually paid
or duly provided for, on any Interest Payment Date (herein called "Defaulted
Interest") shall forthwith cease to be payable to the Holder on the relevant
Regular Record Date by virtue of having been such Holder, and such Defaulted
Interest may be paid by the Company, at its election in each case, as provided
in clause (1) or (2) below:

               (1)  The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names the Notes are registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest,
which shall be fixed in the following manner. The Company shall notify the
Trustee in writing of the amount of Defaulted Interest proposed to be paid on
each Note and the date of the proposed payment, and at the same time the Company
shall deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of
the proposed payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this clause
provided. Thereupon the Trustee shall fix a Special Record Date for the payment
of such Defaulted Interest which shall be not more than 15 days and not less
than 10 days prior to the date of the proposed payment and not less than 10 days
after the receipt by the Trustee of the notice of the proposed payment. The
Trustee shall promptly notify the Company of such Special Record Date and, in
the name and at the expense of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor to be
mailed, first-class postage prepaid, to each Holder at his address as it appears
in the Register, not less than 10 days prior to such Special Record Date. Notice
of the proposed payment of such Defaulted Interest and the Special Record Date
therefor having been so mailed, such Defaulted Interest shall be paid to the
Persons in whose names the Notes are registered at the close of business on such
Special Record Date and shall no longer be payable pursuant to the following
clause (2).

               (2)  The Company may make payment of any Defaulted Interest in
any other lawful manner, if, after notice given by the Company to the Trustee of
the proposed payment pursuant to this clause, such manner of payment shall be
deemed practicable by the Trustee, provided that any such payment will be made
in coin or currency of the United States of America which at the time of payment
is a legal tender for payment of public and private debt.

          Subject to the foregoing provisions of this Section, each Note
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Note shall carry the rights to interest accrued and
unpaid, and to accrue (including in each such case Compounded Interest), which
were carried by such other Note.

          SECTION 3.8.   PERSONS DEEMED OWNERS.

          Prior to due presentment of a Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Note is registered as the owner of such Note for the
purpose of receiving payment of principal of and (subject to Section 3.7)
interest (including Additional Payments) on such Note and for all other purposes
whatsoever, whether or


                                       35


not such Note be overdue, and neither the Company, the Trustee nor any agent of
the Company or the Trustee shall be affected by notice to the contrary.

          SECTION 3.9.   CANCELLATION.

          All Notes surrendered for payment, redemption, registration of
transfer or exchange shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee and shall be promptly canceled by it. The Company
may at any time deliver to the Trustee for cancellation any Notes previously
authenticated and delivered hereunder which the Company may have acquired in any
manner whatsoever, and all Notes so delivered shall be promptly canceled by the
Trustee. No Notes shall be authenticated in lieu of or in exchange for any Notes
canceled as provided in this Section, except as expressly permitted by this
Indenture. All canceled Notes held by the Trustee shall be disposed of as
directed by a Company Order; PROVIDED, HOWEVER, that the Trustee shall not be
required to destroy the certificates representing such canceled Notes.

          SECTION 3.10.  RIGHT OF SET OFF.

          Notwithstanding anything to the contrary in this Indenture, the
Company shall have the right to set off any payment it is otherwise required to
make hereunder to the extent the Company has theretofore made, or is
concurrently on the date of such payment making, a payment under the Company
Guarantee.

          SECTION 3.11.  CUSIP NUMBERS.

          The Company in issuing the Notes may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption as a convenience to Holders; provided, that any such notice may
state that no representation is made as to the correctness of such numbers
either as printed on the Notes or as contained in any notice of a redemption and
that reliance may be placed only on the other identification numbers printed on
the Notes, and any such redemption shall not be affected by any defect in or
omission of such numbers.

          SECTION 3.12.  PAYING AGENT AND REGISTRAR.

          The Trustee will initially act as Paying Agent and Registrar. The
Company may change any Paying Agent, Registrar or co-registrar without prior
notice. The Company or any of its Affiliates may act in any such capacity.

          SECTION 3.13.  CALCULATION OF ORIGINAL ISSUE DISCOUNT.

          The Company shall file with the Trustee promptly at the end of each
calendar year a written notice specifying the amount of original issue discount,
if any (including daily rates and accrual periods), accrued on Outstanding Notes
as of the end of such year.

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

          SECTION 4.1.   SATISFACTION AND DISCHARGE OF INDENTURE.

          This Indenture shall be discharged and shall cease to be of further
effect (except as to any surviving rights of registration of transfer or
exchange of Notes herein expressly provided for), and the Trustee, on demand of
and at the expense of the Company, shall execute proper instruments
acknowledging


                                       36


satisfaction and discharge of this Indenture, when (1) either (A) all Notes
theretofore authenticated and delivered (other than (i) Notes which have been
destroyed, lost or stolen and which have been replaced or paid as provided in
Section 3.6 and (ii) Notes for whose payment money has theretofore been
deposited in trust or segregated and held in trust by the Company and thereafter
repaid to the Company or discharged from such trust, as provided in Section
10.3) have been delivered to the Trustee for cancellation; or (B) all Notes that
have not been delivered to the Trustee for cancellation have become due and
payable by reason of the making of a notice of redemption or otherwise or will
become due and payable within one year and the Company has irrevocably deposited
or caused to be deposited with the Trustee as trust funds in trust solely for
the benefit of the Holders, cash in U.S. dollars, non-callable Government
Securities, or a combination thereof, in such amounts as will be sufficient
without consideration of any reinvestment of interest, to pay and discharge the
entire indebtedness on the Notes not delivered to the Trustee for cancellation
for principal and accrued interest to the date of maturity or redemption; (2)
the Company has paid or caused to be paid all other sums payable hereunder by
the Company; and (3) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for or relating to the satisfaction and discharge of
this Indenture have been satisfied. Notwithstanding the satisfaction and
discharge of this Indenture, the obligations of the Company to the Trustee under
Section 6.7 and, if money shall have been deposited with the Trustee pursuant to
subclause (B) of clause (1) of this Section, the obligations of the Trustee
under Section 4.2, the last paragraphs of Section 10.3 and Section 14.6 shall
survive.

          SECTION 4.2.   APPLICATION OF TRUST MONEY.

          Subject to the provisions of the last paragraph of Section 10.3, all
money deposited with the Trustee pursuant to Section 4.1 shall be held in trust
and applied by it, in accordance with the provisions of the Notes and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and interest for
whose payment such money has been deposited with the Trustee.

                                    ARTICLE V

                                    REMEDIES

          SECTION 5.1.   INDENTURE EVENTS OF DEFAULT.

          "Indenture Event of Default," wherever used herein, means any one of
the following events that has occurred and is continuing (whatever the reason
for such Indenture Event of Default and whether it shall be occasioned by the
provisions of Article XII or be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

               (1)  failure for 30 days to pay interest on the Notes, including
any Additional Payments in respect thereof, when due;

               (2)  failure to pay principal on the Notes when due whether at
maturity, upon redemption, upon required purchase, by declaration of
acceleration or otherwise;

               (3)  failure to observe or perform any other covenant contained
in this Indenture for 60 days after notice to the Company by the Trustee, or by
the Holders of not less than a majority in aggregate principal amount of
Outstanding Notes; PROVIDED that, if the Property Trustee is the sole Holder of
the Notes and the Trustee and the Holders of not less than a majority in
aggregate principal amount of Outstanding Notes fail to provide such notice to
the Company, any holder of Trust Preferred Securities then outstanding may
provide such notice to the Company;


                                       37


               (4)  entry by a court having jurisdiction in the premises of (A)
a decree or order for relief in respect of the Company or any Significant
Subsidiary in an involuntary case or proceeding under any applicable Federal,
State or foreign bankruptcy, insolvency, reorganization or other similar law or
(B) a decree or order adjudging the Company or any Significant Subsidiary a
bankrupt or insolvent, or approving as properly filed a petition seeking
reorganization, arrangement, adjustment or composition of or in respect of the
Company or any Significant Subsidiary under any applicable Federal, State or
foreign law, or appointing a custodian, receiver, liquidator, assignee, trustee,
sequestrator or other similar official of the Company or any Significant
Subsidiary or of substantially all of the property of the Company or any
Significant Subsidiary, or ordering the winding up or liquidation of its
affairs, and the continuance of any such decree or order for relief or any such
other decree or order unstayed and in effect for a period of 60 consecutive
days;

               (5)  the commencement by the Company or any Significant
Subsidiary of a voluntary case or proceeding under any applicable Federal, State
or foreign bankruptcy, insolvency, reorganization or other similar law or of any
other case or proceeding to be adjudicated a bankrupt or insolvent, or the
consent by the Company or any Significant Subsidiary to the entry of a decree or
order for relief in respect of itself in an involuntary case or proceeding under
any applicable Federal, State or foreign bankruptcy, insolvency, reorganization
or other similar law or to the commencement of any bankruptcy or insolvency case
or proceeding against the Company or any Significant Subsidiary, or the filing
by the Company or any Significant Subsidiary of a petition or answer or consent
seeking reorganization or relief under any applicable Federal, State or foreign
law, or the consent by the Company or any Significant Subsidiary to the filing
of such petition or to the appointment of or taking possession by a custodian,
receiver, liquidator, assignee, trustee, sequestrator or other similar official
of the Company or any Significant Subsidiary or of substantially all of the
property of the Company or any Significant Subsidiary, or the making by the
Company or any Significant Subsidiary of an assignment for the benefit of
creditors, or the admission by the Company or any Significant Subsidiary in
writing of its inability to pay its debts generally as they become due;

               (6)  the default under any mortgage, indenture or instrument
under which there may be issued or by which there may be secured or evidenced
any Indebtedness for money borrowed by the Company or any of its Restricted
Subsidiaries, or the payment of which is guaranteed by the Company or any of its
Restricted Subsidiaries, whether such Indebtedness or Guarantee now exists, or
is created after the date of this Indenture, if that default (i) is caused by a
failure to pay principal at final stated maturity of such Indebtedness (a
"Payment Default") or (ii) results in the acceleration of such Indebtedness
prior to its stated maturity and, in each case, the principal amount of any such
Indebtedness, together with the principal amount of any other such Indebtedness
under which there is then a Payment Default or the maturity of which has then
been so accelerated, aggregates $10.0 million or more;

               (7)  failure by the Company or any of its Restricted Subsidiaries
to pay final judgments aggregating in excess of $10.0 million, which judgments
are not paid, discharged or stayed for a period of 60 consecutive days; or

               (8)  the voluntary or involuntary dissolution, winding up or
termination of the Trust, except in connection with (i) the distribution of
Notes to holders of Trust Preferred Securities in liquidation of the Trust upon
the occurrence of a Dissolution Event, or (ii) certain mergers, consolidations
or amalgamations, each as permitted by the Declaration.

          SECTION 5.2.   ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

          If an Indenture Event of Default occurs and is continuing, then, and
in every such case, the Trustee or the Holders of not less than 25% in principal
amount of the Outstanding Notes may declare the principal of all the Notes and
any other amounts payable hereunder to be due and payable immediately,


                                       38


by a notice in writing to the Company (and to the Trustee if given by Holders);
provided that, if the Property Trustee is the sole Holder of the Notes and if
upon an Indenture Event of Default, the Trustee fails to declare the principal
of all the Notes to be immediately due and payable, holders of 25% of the
aggregate liquidation amount of Trust Preferred Securities then outstanding
shall have such right by a notice in writing to the Company and the Trustee, and
upon any such declaration such principal and all accrued interest shall become
immediately due and payable.

          At any time after such a declaration of acceleration has been made and
before a judgment or decree for payment of the money due has been obtained by
the Trustee as provided in this Article hereinafter, the Holders of a majority
in aggregate principal amount of the Outstanding Notes, by written notice to the
Company and the Trustee, may rescind and annul such declaration and its
consequences if:

               (1)  the Company has paid or deposited with the Trustee a sum
sufficient to pay

                    (A)  all overdue interest (including any Additional
Payments) on all Notes,

                    (B)  the principal of any Notes which have become due
otherwise than by such declaration of acceleration and interest thereon at the
rate borne by the Notes, and

                    (C)  all sums paid or advanced by the Trustee hereunder and
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel; and

               (2)  all Indenture Events of Default, other than the non-payment
of the principal of Notes which have become due solely by such declaration of
acceleration, have been cured or waived as provided in Section 5.13. No such
rescission shall affect any subsequent default or impair any right consequent
thereon.

          SECTION 5.3.   COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
                         TRUSTEE.

          The Company covenants that if:

               (1)  default is made in the payment of any interest (including
any Additional Payments) on any Note when such interest becomes due and payable
and such default continues for a period of 30 days, or

               (2)  default is made in the payment of the principal of any Note
at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Notes, the whole amount then due and payable on such Notes for
principal and interest (including any Additional Payments) and, to the extent
that payment thereof shall be legally enforceable, interest on any overdue
principal and on any overdue interest (including any Additional Payments), at
the rate borne by the Notes, and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

          If an Indenture Event of Default occurs and is continuing, the Trustee
may in its discretion proceed to protect and enforce its rights and the rights
of the Holders by such appropriate judicial proceedings as the Trustee shall
deem most effectual to protect and enforce any such rights, whether for the


                                       39


specific enforcement of any covenant or agreement in this Indenture or in aid of
the exercise of any power granted herein, or to enforce any other proper remedy.

          SECTION 5.4.   TRUSTEE MAY FILE PROOFS OF CLAIM.

          In case of any judicial proceeding relative to the Company (or any
other obligor upon the Notes), its property or its creditors, the Trustee shall
be entitled and empowered, by intervention in such proceeding or otherwise, to
take any and all actions authorized under the Trust Indenture Act in order to
have claims of the Holders and the Trustee allowed in any such proceeding. In
particular, the Trustee shall be authorized to collect and receive any moneys or
other property payable or deliverable on any such claims and to distribute the
same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator
or other similar official in any such judicial proceeding is hereby authorized
by each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 6.7.

          No provision of this Indenture shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Notes or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

          SECTION 5.5.   TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF NOTES.

          All rights of action and claims under this Indenture or the Notes may
be prosecuted and enforced by the Trustee without the possession of any of the
Notes or the production thereof in any proceeding relating thereto, and any such
proceeding instituted by the Trustee shall be brought in its own name as trustee
of an express trust, and any recovery of judgment shall, after provision for the
payment of the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, be for the ratable benefit of the Holders
of the Notes in respect of which such judgment has been recovered.

          SECTION 5.6.   APPLICATION OF MONEY COLLECTED.

          Subject to Article XII, any money collected by the Trustee pursuant to
this Article shall be applied in the following order, at the date or dates fixed
by the Trustee and, in case of the distribution of such money on account of
principal or interest (including any Additional Payments), upon presentation of
the Notes and the notation thereon of the payment if only partially paid and
upon surrender thereof if fully paid:

          FIRST: To the payment of all amounts due the Trustee under Section
6.7; and

          SECOND: To the payment of the amounts then due and unpaid for
principal of and interest (including any Additional Payments) on the Notes in
respect of which or for the benefit of which such money has been collected,
ratably, without preference or priority of any kind, according to the amounts
due and payable on such Notes for principal and interest (including any
Additional Payments), respectively.

          SECTION 5.7.   LIMITATION ON SUITS.

          Subject to Section 5.8, no Holder of any Note shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless


                                       40


               (1)  such Holder has previously given written notice to the
Trustee of a continuing Indenture Event of Default;

               (2)  the Holders of not less than a majority in aggregate
principal amount of the Outstanding Notes shall have made written request to the
Trustee to institute proceedings in respect of such Indenture Event of Default
in its own name as Trustee hereunder;

               (3)  such Holder or Holders have offered to the Trustee
reasonable indemnity against the costs, expenses and liabilities to be Incurred
in compliance with such request;

               (4)  the Trustee for sixty days after its receipt of such notice
has failed to institute any such proceeding; and

               (5)  no direction inconsistent with such written request has been
given to the Trustee during such sixty-day period by the Holders of a majority
in principal amount of the Outstanding Notes;

it being understood and intended that no one or more Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Indenture to affect, disturb or prejudice the rights of any other Holders,
or to obtain or to seek to obtain priority or preference over any other Holders
or to enforce any right under this Indenture, except in the manner herein
provided and for the equal and ratable benefit of all the Holders. The
limitations specified in (1) through (5) above shall not apply to a suit
initiated by a Holder of a Note for enforcement of payment of interest or
principal on such Note on or after the respective due dates of such payments
expressed in such Note.

          SECTION 5.8.   UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL AND
                         INTEREST.

          Notwithstanding any other provision in this Indenture, the Holder of
any Note shall have the right, which is absolute and unconditional, to receive
payment of the principal of and interest (including any Additional Payments) on
such Note on the respective Stated Maturities expressed in such Note (or, in the
case of redemption, on the Redemption Date) and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without
the consent of such Holder. If the Property Trustee is the sole Holder of the
Notes, any holder of the Trust Preferred Securities shall have the right to
institute suit on behalf of the Trust for the enforcement of any such payment.

          SECTION 5.9.   RESTORATION OF RIGHTS AND REMEDIES.

          If the Trustee or any Holder has instituted any proceeding to enforce
any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Company, the Trustee and the Holders shall
be restored severally and respectively to their former positions hereunder, and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.

          SECTION 5.10.  RIGHTS AND REMEDIES CUMULATIVE.

          Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Notes in the last paragraph of
Section 3.6, no right or remedy herein conferred upon or reserved to the Trustee
or to the Holders is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative and
in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The


                                       41


assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other appropriate
right or remedy.

          SECTION 5.11.  DELAY OR OMISSION NOT WAIVER.

          No delay or omission of the Trustee or of any Holder of any Note to
exercise any right or remedy accruing upon any Indenture Event of Default shall
impair any such right or remedy or constitute a waiver of any such Indenture
Event of Default or an acquiescence therein. Every right and remedy given by
this Article or by law to the Trustee or to the Holders may be exercised from
time to time, and as often as may be deemed expedient, by the Trustee or by the
Holders, as the case may be.

          SECTION 5.12.  CONTROL BY HOLDERS.

          The Holders of a majority in principal amount of the Outstanding Notes
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee; provided, that (1) such direction shall not be
in conflict with any rule of law or with this Indenture; and (2) the Trustee may
take any other action deemed proper by the Trustee which is not inconsistent
with such direction.

          SECTION 5.13.  WAIVER OF PAST DEFAULTS.

          Subject to Section 9.2 hereof, the Holders of not less than a majority
in principal amount of the Outstanding Notes may on behalf of the Holders of all
the Notes waive any past default hereunder and its consequences, except a
default (1) in the payment of the principal of, or interest (including any
Additional Payments) on any Note (unless such default has been cured and a sum
sufficient to pay all matured installments of interest and principal due
otherwise than by acceleration has been deposited with the Trustee); or (2) in
respect of a covenant or provision hereof which under Article IX cannot be
modified or amended without the consent of the Holder of each Outstanding Note
affected; PROVIDED, HOWEVER, that if all of the Outstanding Notes are held by
the Trust or a trustee of the Trust, such waiver shall not be effective until
the holders of a majority in liquidation amount of Trust Securities shall have
consented to such waiver.

          Upon any such waiver, such default shall cease to exist, and any
Indenture Event of Default arising therefrom shall be deemed to have been cured,
for every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon.

          SECTION 5.14.  UNDERTAKING FOR COSTS.

          In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess costs against
any such party litigant, in the manner and to the extent provided in the Trust
Indenture Act; PROVIDED that neither this Section nor the Trust Indenture Act
shall be deemed to authorize any court to require such an undertaking or to make
such an assessment in any suit instituted by the Company or the Trustee or in
any suit for the enforcement of the right to receive the principal of and
interest (including any Additional Payments) on any Note.

          SECTION 5.15.  ENFORCEMENT BY HOLDERS OF TRUST PREFERRED SECURITIES.

          Notwithstanding anything to the contrary contained herein, (i) if a
Declaration Event of Default has occurred and is continuing and the Property
Trustee fails to enforce its rights under the Indenture within sixty days after
the holders of 25% in liquidation amount of the Trust Preferred Securities


                                       42


have made a written request, the Company acknowledges that, in such event, the
holders of a majority in liquidation amount of the Trust Preferred Securities
may institute a legal proceeding against the Company to enforce the Property
Trustee's rights under the Indenture without first instituting a legal
proceeding against the Property Trustee or any other Person, and (ii) if a
Declaration Event of Default has occurred and is continuing and such event is
attributable to the failure of the Company to pay interest or principal on the
Notes on the date such interest or principal is otherwise payable, the Company
acknowledges that, in such event, a holder of Trust Preferred Securities may
institute a Direct Action for payment on or after the respective due date
specified in the Notes. The Company may not amend the Indenture to remove the
rights of the holders of Trust Preferred Securities described in the immediately
preceding sentence without the prior written consent of all the holders of Trust
Preferred Securities. Notwithstanding any payment made to any holder of Trust
Preferred Securities by the Company in connection with a Direct Action, the
Company shall remain obligated to pay the principal of and interest on the Notes
held by the Trust or the Property Trustee, and the Company shall be subrogated
to the rights of the holder of such Trust Preferred Securities with respect to
payments on the Trust Preferred Securities to the extent of any payments made by
the Company to such holder in any Direct Action. The holders of Trust Preferred
Securities will not be able to exercise directly any other remedy available to
the Holders of the Notes.

                                   ARTICLE VI

                                   THE TRUSTEE

          SECTION 6.1.   CERTAIN DUTIES AND RESPONSIBILITIES.

          (a)  If an Indenture Event of Default has occurred and is continuing,
the Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in its exercise, as a
prudent Person would exercise or use under the circumstances in the conduct of
its own affairs.

          (b)  Except during the continuance of an Indenture Event of Default:

               (i)  the duties of the Trustee shall be determined solely by the
express provisions of this Indenture and the Trustee need perform only those
duties that are specifically set forth in this Indenture and no others, and no
implied covenants or obligations shall be read into this Indenture against the
Trustee; and

               (ii) in the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture. However, the
Trustee shall examine the certificates and opinions to determine whether or not
they conform to the requirements of this Indenture.

          (c)  The Trustee may not be relieved from liabilities for its own
negligent action, its own negligent failure to act or its own willful
misconduct, except that:

               (i)  this paragraph does not limit the effect of paragraph (b) of
this Section; and

               (ii) the Trustee shall not be liable for any error of judgment
made in good faith by a Responsible Officer, unless it is proved that the
Trustee was negligent in ascertaining the pertinent facts.


                                       43


          (d)  Whether or not therein expressly so provided, every provision of
this Indenture that in any way relates to the Trustee is subject to paragraphs
(a), (b), (c), (e) and (f) of this Section and Section 6.2.

          (e)  No provision of this Indenture shall require the Trustee to
expend or risk its own funds or Incur any liability. The Trustee shall be under
no obligation to exercise any of its rights and powers under this Indenture at
the request of any Holders, unless such Holder shall have offered to the Trustee
security and indemnity satisfactory to it against any loss, liability or
expense.

          (f)  The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company.
Money held in trust by the Trustee need not be segregated from other funds
except to the extent required by law.

          SECTION 6.2.   NOTICE OF DEFAULTS.

          The Trustee shall promptly give the Holders notice of any Default
hereunder as and to the extent provided by the Trust Indenture Act; PROVIDED,
HOWEVER, that in the case of any Default of the character specified in Section
5.1(3), no such notice to the Holders shall be given until at least 30 days
after the occurrence thereof.

          SECTION 6.3.   CERTAIN RIGHTS OF TRUSTEE.

          Subject to the provisions of Section 6.1:

          (a)  the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document believed by it
to be genuine and to have been signed or presented by the proper party or
parties;

          (b)  any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order, and any resolution
of the Board of Directors may be sufficiently evidenced by a Board Resolution;

          (c)  whenever in the administration of this Indenture the Trustee
shall deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its part,
rely upon an Officers' Certificate;

          (d)  the Trustee may consult with counsel of its choice and the advice
of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon;

          (e)  the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document, but the
Trustee, in its discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit, and, if the Trustee shall determine to
make such further inquiry or investigation, it shall be entitled to reasonable
examination of the books, records and premises of the Company, personally or by
agent or attorney;

          (f)  the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys, and the Trustee shall not be


                                       44


responsible for any misconduct or negligence on the part of any agent or
attorney appointed with due care by it hereunder; and

          (g)  the Trustee shall not be liable for any action taken, suffered or
omitted to be taken by it in good faith, without negligence or willful
misconduct, and reasonably believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Indenture.

          SECTION 6.4.   NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF NOTES.

          The Recitals contained herein and in the Notes, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and the Trustee assumes no responsibility for their correctness. The Trustee
makes no representations as to the validity or sufficiency of this Indenture or
of the Notes. The Trustee shall not be accountable for the use or application by
the Company of the Notes or the proceeds thereof.

          SECTION 6.5.   MAY HOLD NOTES.

          The Trustee, any Paying Agent, any Registrar or any other agent of the
Company, in its individual or any other capacity, may become the owner or
pledgee of Notes and, subject to Sections 6.8 and 6.13, may otherwise deal with
the Company with the same rights it would have if it were not Trustee, Paying
Agent, Registrar or such other agent.

          SECTION 6.6.   MONEY HELD IN TRUST.

          Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder except as
otherwise agreed with the Company.

          SECTION 6.7.   COMPENSATION AND REIMBURSEMENT.

          The Company agrees:

               (1)  to pay to the Trustee from time to time such reasonable
compensation as the Company and the Trustee shall from time to time agree in
writing for all services rendered by it hereunder;

               (2)  except as otherwise expressly provided herein, to reimburse
the Trustee upon its request for all reasonable expenses, fees, disbursements
and advances Incurred or made by the Trustee in accordance with any provision of
this Indenture (including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such expense, disbursement
or advance as may be attributable to its negligence or bad faith; and

               (3)  to indemnify the Trustee and any predecessor Trustee for,
and to hold it harmless against, any loss, liability, claim, action, suit, cost
or expense of any kind and nature whatsoever Incurred without negligence or bad
faith on its part, arising out of or in connection with the acceptance or
administration of this trust, including the costs and expenses of defending
itself against any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder.

          When the Trustee Incurs expenses or renders services in connection
with an Indenture Event of Default specified in Section 5.1(4) or Section
5.1(5), the expenses (including the reasonable charges and expenses of its
counsel) and the compensation for the services are intended to constitute


                                       45


expenses of administration under any applicable Federal or state bankruptcy,
insolvency or other similar law.

          The provisions of this Section shall survive the termination of this
Indenture and the resignation or removal of the Trustee.

          SECTION 6.8.   DISQUALIFICATION; CONFLICTING INTERESTS.

          If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture.

          SECTION 6.9.   CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

          There shall at all times be a Trustee hereunder which shall be a
Person that is eligible pursuant to the Trust Indenture Act to act as such and
has a combined capital and surplus of at least $50,000,000 and has its Corporate
Trust Office in New York, New York or Wilmington, Delaware. If such Person
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such Person shall be deemed
to be its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.

          SECTION 6.10.  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

          (a)  No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee under Section 6.11.

          (b)  The Trustee may resign at any time by giving written notice
thereof to the Company. If an instrument of acceptance by a successor Trustee
shall not have been delivered to the Trustee within 30 days after the giving of
such notice of removal, the Trustee to be removed may petition any court of
competent jurisdiction for the appointment of a successor Trustee.

          (c)  The Trustee may be removed at any time by Act of the Holders of a
majority in principal amount of the Outstanding Notes delivered to the Trustee
and to the Company. If an instrument of acceptance by a successor Trustee shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the removed Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

          (d)  If at any time: (1) the Trustee shall fail to comply with Section
6.8 after written request therefor by the Company or by any Holder who has been
a bona fide Holder of a Note for at least six months, or (2) the Trustee shall
cease to be eligible under Section 6.9 and shall fail to resign after written
request therefor by the Company or by any such Holder, or (3) the Trustee shall
become incapable of acting or shall be adjudged a bankrupt or insolvent or a
receiver of the Trustee or of its property shall be appointed or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then, in
any such case, (i) the Company by Board Resolution may remove the Trustee, or
(ii) subject to Section 5.14, any Holder who has been a bona fide Holder of a
Note for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee.


                                       46


          (e)  If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, the
Company, by a Board Resolution, shall promptly appoint a successor Trustee. If,
within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Notes delivered to
the Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment, become the successor Trustee
and supersede the successor Trustee appointed by the Company. If no successor
Trustee shall have been so appointed by the Company or the Holders and accepted
appointment in the manner hereinafter provided, any Holder who has been a bona
fide Holder of a Note for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee.

          (f)  The Company shall give notice of each resignation and each
removal of the Trustee and each appointment of a successor Trustee to all
Holders in the manner provided in Section 1.6. Each notice shall include the
name of the successor Trustee and the address of its Corporate Trust Office.

          SECTION 6.11.  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

          Every successor Trustee appointed hereunder shall execute, acknowledge
and deliver to the Company and to the retiring Trustee an instrument accepting
such appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee; provided, that on request of the Company or
the successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder. Upon request of any such successor Trustee, the
Company shall execute any and all instruments required to more fully and
certainly vest in and confirm to such successor Trustee all such rights, powers
and trusts.

          No successor Trustee shall accept its appointment unless at the time
of such acceptance such successor Trustee shall be qualified and eligible under
this Article.

          SECTION 6.12.  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
                         BUSINESS.

          Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Notes shall have been authenticated, but
not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Notes so authenticated with the same effect as if
such successor Trustee had itself authenticated such Notes.

          SECTION 6.13.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

          If and when the Trustee shall be or become a creditor of the Company
(or any other obligor under the Notes), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such other obligor).


                                       47


                                   ARTICLE VII

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

          SECTION 7.1.   COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
                         HOLDERS.

          The Company will furnish or cause to be furnished to the Trustee (a)
within 14 days after each record date for payment of interest, a list, in such
form as the Trustee may reasonably require, of the names and addresses of the
Holders, as of such record date, and (b) at any other time, within 30 days of
receipt by the Trust of a written request for a list of Holders as of a date no
more than 14 days before such list of Holders is given to the Trustee; excluding
from any such list names and addresses received by the Trustee in its capacity
as Registrar.

          SECTION 7.2.   PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

          (a)  The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 7.1 and the names and
addresses of Holders received by the Trustee in its capacity as Registrar. The
Trustee may destroy any list furnished to it as provided in Section 7.1 upon
receipt of a new list so furnished.

          (b)  The rights of Holders to communicate with other Holders with
respect to their rights under this Indenture or under the Notes, and the
corresponding rights and duties of the Trustee, shall be as provided by the
Trust Indenture Act.

          (c)  Every Holder of Notes, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee nor
any agent of either of them shall be held accountable by reason of any
disclosure of information as to names and addresses of Holders made pursuant to
the Trust Indenture Act.

          SECTION 7.3.   REPORTS BY TRUSTEE.

          (a)  Within 60 days after December 31 of each year, commencing
December 31, 2001, the Trustee shall transmit by mail to Holders such reports
concerning the Trustee and its actions under this Indenture as may be required
pursuant to the Trust Indenture Act in the manner provided pursuant thereto.

          (b)  A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each stock exchange upon
which the Notes are listed, if applicable, with the Commission, if required, and
with the Company. The Company will notify the Trustee when the Notes are listed
on any stock exchange.

          SECTION 7.4.   REPORTS BY COMPANY.

          The Company shall file with the Trustee and the Commission, and
transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided pursuant to such Act; provided, that any such
information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 shall be
filed with the Trustee within 15 days after the same is so required to be filed
with the Commission.


                                       48


          Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

          The Company shall also provide to the Trustee on a timely basis such
information as the Trustee requires to enable the Trustee to prepare and file
any form required to be submitted by the Company with the Internal Revenue
Service and the Holders of the Notes relating to original issue discount,
including, without limitation, Form 1099-OID or any successor form.

                                  ARTICLE VIII

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

          SECTION 8.1.   COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

          (a)  The Company shall not, in any transaction or series of related
transactions, merge or consolidate with or into, or sell, assign, convey,
transfer or otherwise dispose of its properties and assets substantially as an
entirety to, any Person, and shall not permit any of its Restricted Subsidiaries
to enter into any such transaction or series of transactions if such transaction
or series of transactions, in the aggregate, would result in a sale, assignment,
conveyance, transfer or other disposition of the properties and assets of the
Company and its Restricted Subsidiaries, taken as a whole, substantially as an
entirety to any Person, unless, at the time and after giving effect thereto:

               (i)  either: (A) if the transaction or series of transactions is
a consolidation of the Company with or a merger of the Company with or into any
other Person, the Company shall be the surviving Person of such merger or
consolidation, or (B) the Person formed by any consolidation with or merger with
or into the Company, or to which the Company's properties and assets or the
properties and assets of the Company and its Restricted Subsidiaries, taken as a
whole, as the case may be, substantially as an entirety are sold, assigned,
conveyed or otherwise transferred (any such surviving Person or transferee
Person referred to in this clause (B) being the "Surviving Entity"), shall be a
corporation, partnership or limited liability company organized and existing
under the laws of the United States of America, any state thereof or the
District of Columbia and shall expressly assume by a supplemental Indenture
executed and delivered to the Trustee, in form reasonably satisfactory to the
Trustee, all the Company's obligations under the Notes and this Indenture and,
in each case, this Indenture, as so supplemented, shall remain in full force and
effect;

               (ii) immediately after giving effect to such transaction or
series of transactions on a pro forma basis including any Indebtedness Incurred
or anticipated to be Incurred in connection with or in respect of such
transaction or series of transactions, no Default or Indenture Event of Default
shall have occurred and be continuing;

               (iii) the Company or the Surviving Entity will, at the time of
such transaction and after giving pro forma effect thereto as if such
transaction had occurred at the beginning of the applicable period, be permitted
to Incur at least $1.00 of additional Indebtedness pursuant to Section 10.6(a);
PROVIDED, HOWEVER, that the foregoing requirements of this clause (iii) shall
not apply to any transaction or series of transactions involving the sale,
assignment, conveyance, transfer or other disposition of the properties and
assets by any Wholly-Owned Subsidiary to the Company or any other Wholly-Owned
Subsidiary, or the merger or consolidation of any Wholly-Owned Subsidiary with
or into the Company or any other Wholly-Owned Subsidiary PROVIDED that clause
(iii) above will not be applicable with regard to the Surf transaction
previously disclosed to Capricorn Investors III, L.P.;


                                       49


               (iv) such transaction is permitted under the Declaration and the
Company Guarantee and does not give rise to any breach or violation of the
Declaration or the Company Guarantee; and

               (v)  the Company shall have delivered to the Trustee an Opinion
of Counsel to the effect that the Holders will not recognize income, gain or
loss for Federal income tax purposes as a result of such transaction and will be
subject to Federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such transaction had not occurred.

          (b)  For purposes of the foregoing, the transfer (by lease,
assignment, sale or otherwise, in a single transaction or series of related
transactions) of all or substantially all of the properties or assets of one or
more Subsidiaries, the Capital Stock of which constitutes all or substantially
all of the properties and assets of the Company, shall be deemed to be the
transfer of all or substantially all of the properties and assets of the
Company.

          (c)  In connection with any consolidation, merger, sale, assignment,
conveyance, transfer or other disposition contemplated by the foregoing
provisions of this Section 8.1, the Company shall deliver, or cause to be
delivered to the Trustee, in form and substance reasonably satisfactory to the
Trustee, an Officers' Certificate stating that such consolidation, merger, sale,
assignment, conveyance, transfer or other disposition and the supplemental
Indenture in respect thereof, required under clause (a)(i)(B) of this Section
8.1, comply with the requirements of the Indenture. Each such Officers'
Certificate shall set forth the manner of determination of the Company's
compliance with clause (a)(iii) of this Section 8.1.

          (d)  For all purposes under this Indenture and the Notes, any
Subsidiaries of the Surviving Entity will, upon such transaction or series of
transactions, become Restricted Subsidiaries or Unrestricted Subsidiaries as
provided pursuant to Section 10.14, and all Indebtedness of the Surviving Entity
and its Subsidiaries that was not Indebtedness of the Company and its
Subsidiaries immediately prior to such transaction or series of transactions
shall be deemed to have been Incurred upon such transaction or series of
transactions.

          SECTION 8.2.   SUCCESSOR CORPORATION SUBSTITUTED.

          Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the assets
of the Company in accordance with Section 8.1 hereof, the successor corporation
formed by such consolidation or into or with which the Company is merged or to
which such sale, assignment, transfer, lease, conveyance or other disposition is
made shall succeed to, and be substituted for (so that from and after the date
of such consolidation, merger, sale, lease, conveyance or other disposition, the
provisions of this Indenture referring to the "Company" shall refer instead to
the successor corporation and not to the Company), and may exercise every right
and power of the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein; PROVIDED, HOWEVER, that
the predecessor Company shall not be relieved from the obligation to pay the
principal of and interest on the Notes except in the case of a sale of all of
the Company's assets that meets the requirements of Section 8.1 hereof.


                                       50


                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

          SECTION 9.1.   SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

          Without the consent of any Holders, the Company, when authorized by a
Board Resolution, and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental hereto, in form satisfactory to the
Trustee, for any of the following purposes:

               (1)  to evidence the succession of another Person to the Company
and the assumption by any such successor of the covenants of the Company herein
and in the Notes;

               (2)  to add to the covenants of the Company for the benefit of
the Holders, or to surrender any right or power herein conferred upon the
Company;

               (3)  to cure any ambiguity, to correct or supplement any
provision herein which may be inconsistent with any other provision herein, or
to make any other provisions with respect to matters or questions arising under
this Indenture which shall not be inconsistent with the provisions of this
Indenture; provided, that such action pursuant to this clause shall not
adversely affect the interests of the Holders of the Notes or, so long as any of
the Trust Preferred Securities shall remain outstanding, the holders of the
Trust Preferred Securities; or

               (4)  subject to the limitations of Section 3.1, to provide for
the issuance of one additional series of Notes (the "Series B Notes") having
terms different than the terms of the Notes originally issued hereunder (the
"Series A Notes"); provided, however, the Holders of the Series A Notes and the
Trust Preferred Securities shall be given 15 days prior written notice of the
definitive terms of any Series B Notes to be issued and upon notice in writing
to the Company by at least a majority of the aggregate liquidation amount of the
Trust Preferred Securities, such holders will have the right to cause the terms
designated by them of all the Series A Notes to be amended on or immediately
prior to the issuance of the Series B Notes to conform in all material respects
(including, without limitation, terms relating to interest rate, redemption and
redemption premium, if any) to the corresponding terms in the Series B Notes;
PROVIDED, FURTHER, the Series A Notes and the Series B Notes shall be treated as
a single series of Notes for all purposes of this Indenture.

          SECTION 9.2.   SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

          With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Notes, by Act of said Holders delivered to
the Company and the Trustee, the Company, when authorized by a Board Resolution,
and the Trustee may enter into an indenture or indentures supplemental hereto
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of modifying in any
manner the rights of the Holders under this Indenture; PROVIDED, HOWEVER, that
no such supplemental indenture shall, without the consent of the Holder of each
Outstanding Note affected thereby:

               (1)  extend the Stated Maturity of the principal of, or any
installment of interest on, any Note, or reduce the principal amount thereof, or
reduce the rate or extend the time for payment of interest thereon, or change
the coin or currency in which any Note or interest thereon is payable, or impair
the right to institute suit for the enforcement of any such payment on or after
the Stated Maturity thereof (or, in the case of redemption, on or after the
Redemption Date), or modify the provisions of this Indenture with respect to the
subordination of the Notes in a manner adverse to the Holders,


                                       51


               (2)  reduce the percentage in principal amount of the Outstanding
Notes, the consent of whose Holders is required for any such supplemental
indenture, or the consent of whose Holders is required for any waiver of
compliance with certain provisions of this Indenture or certain defaults
hereunder and their consequences provided for in this Indenture,

               (3)  modify any of the provisions of this Section or Section
5.13, except to increase any such percentage or to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent of
the Holder of each Outstanding Note affected thereby, or

               (4)  modify the provisions of this Indenture relating to the
subordination of Outstanding Notes in a manner adverse to the Holders.

          Notwithstanding anything to the contrary in this Indenture or the
Declaration, if all of the Outstanding Notes are held by the Trust or a trustee
of the Trust, such supplemental indenture shall not be effective until the
holders of a majority in liquidation amount of Trust Securities shall have
consented to such supplemental indenture; PROVIDED, FURTHER, that if the consent
of the Holder of each Outstanding Note is required, such supplemental indenture
shall not be effective until each holder of the Trust Securities shall have
consented to such supplemental indenture.

          It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.

          The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Persons entitled to consent to any indenture
supplemental hereto. If a record date is fixed, the Holders on such record date,
or their duly designated proxies, and only such Persons, shall be entitled to
consent to such supplemental indenture, whether or not such Holders remain
Holders after such record date; provided that unless such consent shall have
become effective by virtue of the requisite percentage having been obtained
prior to the date which is 90 days after such record date, any such consent
previously given shall automatically and without further action by any Holder be
canceled and of no further effect.

          SECTION 9.3.   EXECUTION OF SUPPLEMENTAL INDENTURES.

          In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 6.1) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

          SECTION 9.4.   EFFECT OF SUPPLEMENTAL INDENTURES.

          Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Notes theretofore or thereafter authenticated and delivered hereunder shall
be bound thereby. No such supplemental indenture shall directly or indirectly
modify the provisions of Article XII in any manner which might terminate or
impair the rights of the Senior Debt pursuant to such subordination provisions.


                                       52


          SECTION 9.5.   REFERENCE IN NOTES TO SUPPLEMENTAL INDENTURES.

          Notes authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Notes so modified as to conform, in the opinion of the Trustee and the
Company, to any such supplemental indenture may be prepared and executed by the
Company and authenticated and delivered by the Trustee in exchange for
Outstanding Notes.

                                    ARTICLE X

                    COVENANTS; REPRESENTATIONS AND WARRANTIES

          SECTION 10.1.  PAYMENT OF PRINCIPAL AND INTEREST.

          The Company will duly and punctually pay the principal of and interest
on the Notes in accordance with the terms of the Notes and this Indenture.

          SECTION 10.2.  MAINTENANCE OF OFFICE OR AGENCY.

          The Company will maintain in the United States an office or agency
where Notes may be presented or surrendered for payment, where Notes may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Notes and this Indenture may be
served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands.

          The Company may also from time to time designate one or more other
offices or agencies (in the United States) where the Notes may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; PROVIDED, HOWEVER, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency
in the United States for such purposes. The Company will give prompt written
notice to the Trustee of any such designation or rescission and of any change in
the location of any such other office or agency.

          SECTION 10.3.  MONEY FOR NOTE PAYMENTS TO BE HELD IN TRUST.

          If the Company shall at any time act as its own Paying Agent, it will,
on or before each due date of the principal of or interest on any of the Notes,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal or interest so becoming due until such sums
shall be paid to such Persons or otherwise disposed of as herein provided and
will promptly notify the Trustee of its action or failure so to act.

          Whenever the Company shall have one or more Paying Agents, it will,
prior to each due date of the principal of or interest on any Notes, deposit
with a Paying Agent a sum sufficient to pay such amount, such sum to be held as
provided by the Trust Indenture Act, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its action or failure
so to act.

          The Company will cause each Paying Agent other than the Trustee to
execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the


                                       53


provisions of this Section, that such Paying Agent will (i) comply with the
provisions of the Trust Indenture Act applicable to it as a Paying Agent and
(ii) during the continuance of any default by the Company (or any other obligor
upon the Notes) in the making of any payment in respect of the Notes, upon the
written request of the Trustee, forthwith pay to the Trustee all sums held in
trust by such Paying Agent as such.

          The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same terms as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

          Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of or interest on any
Note and remaining unclaimed for two years after such principal or interest has
become due and payable shall be paid to the Company on Company Request, or (if
then held by the Company) shall be discharged from such trust; and the Holder of
any such Note shall thereafter, as an unsecured general creditor, look only to
the Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease.

          SECTION 10.4.  STATEMENT BY OFFICERS AS TO DEFAULT.

          The Company will deliver to the Trustee, within 120 days after the end
of each fiscal year of the Company ending after the date hereof, an Officers'
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the
material terms, provisions and conditions of this Indenture (without regard to
any period of grace or requirement of notice provided hereunder) and, if the
Company shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge.

          SECTION 10.5.  PAYMENT OF EXPENSES OF THE TRUST.

          In connection with the offering, sale and issuance of the Notes to the
Property Trustee in connection with the sale of the Trust Securities by the
Trust, the Company shall:

          (a)  pay for all reasonable costs, fees and expenses relating to the
offering, sale and issuance of the Notes, including compensation of the Trustee
under the Indenture in accordance with the provisions of Section 6.7;

          (b)  be responsible for and pay for all debts and obligations (other
than with respect to the Trust Securities) of the Trust, pay for all costs and
reasonable expenses of the Trust (including, but not limited to, reasonable
costs and expenses relating to the organization of the Trust, the offering, sale
and issuance of the Trust Securities, the fees and expenses of the Property
Trustee, Administrative Trustees and the Delaware Trustee, the costs and
expenses relating to the operation of the Trust, including, without limitation,
reasonable costs and expenses of accountants, attorneys, statistical or
bookkeeping services, expenses for printing and engraving and computing or
accounting equipment, paying agent(s), registrar(s), transfer agent(s),
duplicating, travel and telephone and other telecommunications expenses and
costs and expenses Incurred in connection with the acquisition, financing, and
disposition of Trust assets); and

          (c)  pay any and all taxes (other than United States withholding taxes
attributable to the Trust or its assets) and all liabilities, costs and expenses
with respect to such taxes of the Trust.


                                       54


          SECTION 10.6.  LIMITATION ON INDEBTEDNESS

          (a)  The Company will not, and will not permit any Restricted
Subsidiary to, Incur, directly or indirectly, any Indebtedness; PROVIDED,
HOWEVER, that the Company and its Restricted Subsidiaries will be entitled to
Incur Indebtedness if, on the date of such Incurrence and after giving effect
thereto on a PRO FORMA basis, no Default has occurred and is continuing and the
Consolidated Leverage Ratio would be less than or equal to 3.5 to 1.

          (b)  Notwithstanding the foregoing paragraph (a), the Company and the
Restricted Subsidiaries will be entitled to Incur any or all of the following
Indebtedness:

               (1)  Indebtedness owed to and held by the Company or a Restricted
Subsidiary; PROVIDED, HOWEVER, that (A) any subsequent issuance or transfer of
any Capital Stock which results in any such Indebtedness being held by a Person
other than the Company or a Restricted Subsidiary or any subsequent transfer of
such Indebtedness (other than to the Company or a Restricted Subsidiary) shall
be deemed, in each case, to constitute the Incurrence of such Indebtedness by
the obligor thereon and (B) if the Company is the obligor on such Indebtedness,
such Indebtedness is expressly subordinated to the prior payment in full in cash
of all obligations with respect to the Notes;

               (2)  the Incurrence by the Company or any Restricted Subsidiary
of additional Indebtedness and letters of credit under Credit Facilities in an
aggregate principal amount at any one time outstanding under this clause (2) not
to exceed the greater of (A) $90,000,000 or (B) the Borrowing Base;

               (3)  Indebtedness outstanding on the Issue Date (other than
Indebtedness described in clause (1) or (2) of this Section 10.6(b));

               (4)  the Incurrence by the Company or any of its Restricted
Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage
financings or purchase money obligations or letters of credit, in each case,
Incurred for the purpose of financing all or any part of the purchase price or
cost of construction or improvement of property, plant or equipment used in the
business of the Company or such Restricted Subsidiary, in an aggregate principal
amount not to exceed $5,000,000 outstanding at any one time;

               (5)  Indebtedness Incurred in connection with the Surf
transaction previously disclosed to Capricorn Investors III, L.P.;

               (6)  Refinancing Indebtedness in respect of Indebtedness Incurred
pursuant to paragraph (a) or pursuant to clauses (2), (3), (4), (5) or this
clause (6);

               (7)  Hedging Obligations consisting of Interest Rate Agreements
directly related to Indebtedness permitted to be Incurred by the Company or any
Restricted Subsidiary pursuant to the Indenture; PROVIDED such agreements are
entered into for bona fide hedging purposes and substantially correspond in
terms of notional amount, duration, currencies and interest rates, as
applicable, to such Indebtedness;

               (8)  Obligations in respect of performance, bid and surety bonds
and completion guarantees provided by the Company or any Restricted Subsidiary
in the ordinary course of business;

               (9)  Indebtedness arising from the honoring by a bank or other
financial institution of a check, draft or similar instrument drawn against
insufficient funds in the ordinary course of


                                       55


business; PROVIDED, HOWEVER, that such Indebtedness is extinguished within two
Business Days of its Incurrence;

               (10) the Guarantee by the Company of Indebtedness (other than any
Subordinated Obligation) of a Restricted Subsidiary that was permitted to be
Incurred by another provision of this Section 10.6;

               (11) the accrual of interest, the accretion or amortization of
original issue discount and the payment of any Indebtedness in the form of
additional Indebtedness with the same terms shall not be deemed to be an
Incurrence of Indebtedness for purposes of this Section 10.6;

               (12) Indebtedness of a Restricted Subsidiary Incurred and
outstanding on the date on which such Restricted Subsidiary was acquired by the
Company (other than Indebtedness Incurred (a) to provide all or any portion of
the funds utilized to consummate the transaction or series of related
transactions pursuant to which such Restricted Subsidiary became a Restricted
Subsidiary or was otherwise acquired by the Company or (b) otherwise in
connection with, or in contemplation of, such acquisition); PROVIDED, HOWEVER,
that at the time such Restricted Subsidiary is acquired by the Company, the
Company would have been able to Incur $1.00 of additional Indebtedness pursuant
to the first paragraph of this covenant after giving effect to the Incurrence of
such Indebtedness pursuant to this clause (12); or

               (13) the Incurrence by the Company or any Restricted Subsidiary
in addition to any Indebtedness described in clauses (1) through (12) of this
Section 10.6 in an aggregate principal amount (or accreted value, as applicable)
at any time outstanding not to exceed $10.0 million.

          (c)  For purposes of determining compliance with this covenant, in the
event that an item of Indebtedness meets the criteria of more than one of the
types of Indebtedness described above, the Company, in its sole discretion, will
classify such item of Indebtedness at the time of Incurrence (1) and only be
required to include the amount and type of such Indebtedness in one of the above
clauses and (2) will be entitled to divide and classify an item of Indebtedness
in more than one of the types of Indebtedness described above.

          (d)  For purposes of determining compliance with any U.S. dollar
restriction on the Incurrence of Indebtedness where the Indebtedness Incurred is
denominated in a different currency, the amount of such Indebtedness will be the
U.S. Dollar Equivalent, determined on the date of the Incurrence of such
Indebtedness, PROVIDED, HOWEVER, that if any such Indebtedness denominated in a
different currency is subject to a Currency Agreement with respect to U.S.
dollars covering all principal, and interest payable on such Indebtedness, the
amount of such Indebtedness expressed in U.S. dollars will be as provided in
such Currency Agreement. The principal amount of any Refinancing Indebtedness
Incurred in the same currency as the Indebtedness being Refinanced will be the
U.S. Dollar Equivalent, as appropriate, of the Indebtedness Refinanced, except
to the extent that (i) such U.S. Dollar Equivalent was determined based on a
Currency Agreement, in which case the Refinancing Indebtedness will be
determined in accordance with the preceding sentence, and (ii) the principal
amount of the Refinancing Indebtedness exceeds the principal amount of the
Indebtedness being Refinanced, in which case the U.S. Dollar Equivalent of such
excess, as appropriate, will be determined on the date such Refinancing
Indebtedness is Incurred.

          (e)  The Company shall not Incur any Indebtedness if such Indebtedness
is subordinate or junior in ranking in any respect to any Senior Debt, unless
such Indebtedness specifically provides it ranks PARI PASSU with the Notes in
right of payment or is expressly subordinated in right of payment to the Notes.


                                       56


          SECTION 10.7.  LIMITATION ON RESTRICTED PAYMENTS.

          (a)  The Company will not, and will not permit any Restricted
Subsidiary, directly or indirectly, to make a Restricted Payment if at the time
the Company or such Restricted Subsidiary makes such Restricted Payment:

               (1)  a Default shall have occurred and be continuing (or would
result therefrom);

               (2)  the Company is not entitled to Incur an additional $1.00 of
Indebtedness pursuant to paragraph (a) of Section 10.6; or

               (3)  the aggregate amount of such Restricted Payment and all
other Restricted Payments since the Issue Date would exceed the sum of (without
duplication):

                    (A)  50% of the Consolidated Net Income accrued during the
period (treated as one accounting period) from the beginning of the fiscal
quarter immediately following the fiscal quarter during which the Issue Date
occurs to the end of the most recent fiscal quarter ending at least 45 days
prior to the date of such Restricted Payment (or, in case such Consolidated Net
Income shall be a deficit, minus 100% of such deficit); PLUS

                    (B)  100% of the aggregate Net Cash Proceeds received by the
Company from the issuance or sale of its Capital Stock (other than Disqualified
Stock) subsequent to the Issue Date (other than an issuance or sale to a Person
with respect to whom the Company or a Restricted Subsidiary owns 5% or more of
the Voting Stock and other than an issuance or sale to an employee stock
ownership plan or to a trust established by the Company or any of its
Subsidiaries for the benefit of their employees) and 100% of any cash capital
contribution received by the Company from its stockholders subsequent to the
Issue Date; PLUS

                    (C)  the amount by which Indebtedness of the Company is
reduced on the Company's balance sheet upon the conversion or exchange (other
than by a Subsidiary of the Company) subsequent to the Issue Date of any
Indebtedness of the Company convertible or exchangeable for Capital Stock (other
than Disqualified Stock) of the Company (less the amount of any cash, or the
fair value of any other property, distributed by the Company upon such
conversion or exchange); PLUS

                    (D)  an amount equal to the sum of (x) the net reduction in
the Investments (other than Permitted Investments) made by the Company or any
Restricted Subsidiary in any Person resulting from repurchases, repayments or
redemptions of such Investments by such Person, proceeds realized on the sale of
such Investment and proceeds representing the return of capital (excluding
dividends and distributions), in each case received by the Company or any
Restricted Subsidiary (net of any taxes required to be paid by the Company or
any Restricted Subsidiary as a result thereof), and (y) to the extent such
Person is an Unrestricted Subsidiary, the portion (proportionate to the
Company's equity interest in such Subsidiary) of the fair market value of the
net assets of such Unrestricted Subsidiary at the time such Unrestricted
Subsidiary is designated a Restricted Subsidiary; PROVIDED, HOWEVER, that the
foregoing sum shall not exceed, in the case of any such Person or Unrestricted
Subsidiary, the amount of Investments (excluding Permitted Investments)
previously made (and treated as a Restricted Payment) by the Company or any
Restricted Subsidiary in such Person or Unrestricted Subsidiary.

          (b)  The preceding provisions will not prohibit:

               (1)  so long as no Default shall have occurred and be continuing
(or result therefrom), any Restricted Payment made out of the Net Cash Proceeds
of the substantially concurrent sale


                                       57


of, or made by exchange for, Capital Stock of the Company (other than
Disqualified Stock and other than Capital Stock issued or sold to a Person with
respect to whom the Company or a Restricted Subsidiary owns 5% or more of the
Voting Stock or an employee stock ownership plan or to a trust established by
the Company or any of its Subsidiaries for the benefit of their employees) or a
substantially concurrent cash capital contribution received by the Company from
its stockholders; PROVIDED, HOWEVER, that (A) such Restricted Payment shall be
excluded in the calculation of the amount of Restricted Payments and (B) the Net
Cash Proceeds from such sale or such cash capital contribution (to the extent so
used for such Restricted Payment) shall be excluded from the calculation of
amounts under clause (3)(B) of paragraph (a) above;

               (2)  dividends or distributions paid within 60 days after the
date of declaration thereof if at such date of declaration or distributions such
dividend would have complied with this covenant;

               (3)  so long as no Default has occurred and is continuing, the
repurchase or other acquisition of shares of Capital Stock of the Company or any
of its Restricted Subsidiaries from employees, former employees, directors or
former directors of the Company or any of its Subsidiaries (or permitted
transferees of such employees, former employees, directors or former directors),
pursuant to the terms of the agreements (including employment agreements) or
plans (or amendments thereto) approved by the Board of Directors under which
such individuals purchase or sell or are granted the option to purchase or sell,
shares of such Capital Stock; PROVIDED, HOWEVER, that such repurchases and other
acquisitions shall not exceed $5.0 million (excluding the repurchase or other
acquisition described in clause (4) below);

               (4)  so long as no Default has occurred and is continuing, the
repurchase or other acquisition of shares of Capital Stock of Rayfield Limited
from the individual previously disclosed to Capricorn Investors III, L.P. and/or
its Affiliates; PROVIDED, HOWEVER, that such repurchase or acquisition shall not
exceed L3.0 million;

               (5)  the defeasance, redemption, repurchase or other acquisition
of Subordinated Obligations of the Company or any Restricted Subsidiary with the
net cash proceeds from an Incurrence of Refinancing Indebtedness; or;

               (6)  the payment of any dividend or distribution by a Restricted
Subsidiary of the Company to holders of its Capital Stock on a PRO RATA basis.

          The amount of all Restricted Payments (other than cash) shall be the
fair market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued to or by the Company or any
Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.
The fair market value of any assets or securities that are required to be valued
by this Section 10.7 will be determined by the Company's Board of Directors.

          SECTION 10.8.  LIMITATION ON RESTRICTIONS ON DISTRIBUTIONS FROM
                         RESTRICTED SUBSIDIARIES.

          The Company will not, and will not permit any Restricted Subsidiary
to, create or otherwise cause or permit to exist or become effective any
consensual encumbrance or restriction on the ability of any Restricted
Subsidiary to (a) pay dividends or make any other distributions on its Capital
Stock to the Company or a Restricted Subsidiary or pay any Indebtedness owed to
the Company, (b) make any loans or advances to the Company or (c) transfer any
of its property or assets to the Company, except:


                                       58


               (1)  any encumbrance or restriction pursuant to an agreement in
effect at or entered into on the Issue Date, and any amendments, modifications,
restatements, renewals, increases, supplements, refundings, replacements or
refinancings thereof;

               (2)  any encumbrance or restriction with respect to a Restricted
Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by
such Restricted Subsidiary on or prior to the date on which such Restricted
Subsidiary was acquired by the Company (other than Indebtedness Incurred as
consideration in, or to provide all or any portion of the funds or credit
support utilized to consummate, the transaction or series of related
transactions pursuant to which such Restricted Subsidiary became a Restricted
Subsidiary or was acquired by the Company) and outstanding on such date;

               (3)  this Indenture and the Notes;

               (4)  any encumbrance or restriction pursuant to an agreement
effecting a Refinancing of Indebtedness Incurred pursuant to an agreement
referred to in clause (1), (2) or (3) of this covenant or this clause (4) or
contained in any amendment to an agreement referred to in clause (1), (2) or (3)
of this covenant or this clause (4); PROVIDED, HOWEVER, that the encumbrances
and restrictions with respect to such Restricted Subsidiary contained in any
such refinancing agreement or amendment are no less favorable to the Holders
than encumbrances and restrictions with respect to such Restricted Subsidiary
contained in such predecessor agreements;

               (5)  any such encumbrance or restriction consisting of customary
nonassignment provisions in contracts;

               (6)  in the case of clause (c) above, restrictions contained in
security agreements or mortgages securing Indebtedness of a Restricted
Subsidiary to the extent such restrictions restrict the transfer of the property
subject to such security agreements or mortgages;

               (7)  any restriction with respect to a Restricted Subsidiary
imposed pursuant to an agreement entered into for the sale or disposition of all
or substantially all the Capital Stock or assets of such Restricted Subsidiary
pending the closing of such sale or disposition;

               (8)  applicable law;

               (9)  restrictions on cash or other deposits or net worth imposed
by customers under contracts entered into in the ordinary course of business;
and

               (10) restrictions contained in Indebtedness under Credit
Facilities permitted to be Incurred under Section 10.6.

          SECTION 10.9.  LIMITATION ON SALES OF ASSETS AND SUBSIDIARY STOCK.

          (a)  The Company will not, and will not permit any Restricted
Subsidiary to, directly or indirectly, consummate any Asset Disposition unless:

               (1)  the Company or such Restricted Subsidiary receives
consideration at the time of such Asset Disposition at least equal to the fair
market value (including as to the value of all non-cash consideration), as
determined in good faith by the Board of Directors, of the shares and assets
subject to such Asset Disposition;

               (2)  at least 75% of the consideration thereof received by the
Company or such Restricted Subsidiary is in the form of cash or cash
equivalents; and


                                       59


               (3)  an amount equal to 100% of the Net Available Cash from such
Asset Disposition is applied by the Company (or such Restricted Subsidiary, as
the case may be)

                    (A)  FIRST, to the extent the Company elects (or is required
by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior
Debt of the Company within one year from the later of the date of such Asset
Disposition or the receipt of such Net Available Cash;

                    (B)  SECOND, to the extent of the balance of such Net
Available Cash after application in accordance with clause (A), to the extent
the Company elects, to acquire Additional Assets within one year from the later
of the date of such Asset Disposition or the receipt of such Net Available Cash;
and

                    (C)  THIRD, to the extent of the balance of such Net
Available Cash after application in accordance with clauses (A) and (B), to make
an offer to the holders of the Notes to purchase Notes pursuant to and subject
to the conditions contained in the Indenture;

PROVIDED, HOWEVER, that in connection with any prepayment, repayment or purchase
of Indebtedness pursuant to clause (A) above, the Company or such Restricted
Subsidiary shall permanently retire such Indebtedness and shall cause the
related loan commitment (if any) to be permanently reduced in an amount equal to
the principal amount so prepaid, repaid or purchased.

          Notwithstanding the foregoing provisions of this covenant, the Company
and the Restricted Subsidiaries will not be required to apply any Net Available
Cash in accordance with this covenant except to the extent that the aggregate
Net Available Cash from all Asset Dispositions which are not applied in
accordance with this covenant exceeds $10.0 million. Pending application of Net
Available Cash pursuant to this covenant, such Net Available Cash shall be
invested in Temporary Cash Investments.

          Notwithstanding the foregoing provisions of this covenant, if the
Company or any of its Restricted Subsidiaries sells, in whole or in part, the
Capital Stock or assets of CCC Consumer Services Inc. or any of its
Subsidiaries, the Company shall not be required to comply with the provisions of
clause (a)(1) above.

          For the purposes of this covenant, the following are deemed to be cash
or cash equivalents:

               (1)  the assumption of Indebtedness of the Company or any
Restricted Subsidiary and the release of the Company or such Restricted
Subsidiary from all liability on such Indebtedness in connection with such Asset
Disposition; and

               (2)  securities received by the Company or any Restricted
Subsidiary from the transferee that are promptly converted by the Company or
such Restricted Subsidiary into cash.

          (b)  In the event of an Asset Disposition that requires the purchase
of Notes pursuant to clause (a)(3)(C) above, the Company will purchase Notes
tendered pursuant to an offer by the Company (an "Asset Sale Offer") for the
Notes at a purchase price of 100% of their principal amount, without premium,
plus accrued but unpaid interest, in accordance with the procedures (including
prorating in the event of oversubscription) set forth in Article XI. If the
aggregate purchase price of the securities tendered exceeds the Net Available
Cash allotted to their purchase, the Company will select the securities to be
purchased on a pro rata basis but in round denominations, which in the case of
the Notes will be denominations of $1,000 principal amount or multiples thereof.
The Company shall not be required to make such an offer to purchase Notes
pursuant to this covenant if the Net Available Cash available therefor


                                       60


is less than $5.0 million (which lesser amount shall be carried forward for
purposes of determining whether such an offer is required with respect to the
Net Available Cash from any subsequent Asset Disposition).

          (c)  The Company will comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
or regulations in connection with the repurchase of Notes pursuant to this
covenant. To the extent that the provisions of any securities laws or
regulations conflict with provisions of this covenant, the Company will comply
with the applicable securities laws and regulations and will not be deemed to
have breached its obligations under this clause by virtue of its compliance with
such securities laws or regulations.

          SECTION 10.10.      LIMITATION ON AFFILIATE TRANSACTIONS.

          (a)  The Company will not, and will not permit any Restricted
Subsidiary to, enter into or permit to exist any transaction (including the
purchase, sale, lease or exchange of any property, employee compensation
arrangements or the rendering of any service) with, or for the benefit of, any
Affiliate of the Company (an "Affiliate Transaction") unless:

               (1)  the terms of the Affiliate Transaction, as determined by the
Board of Directors in good faith, are no less favorable to the Company or such
Restricted Subsidiary than those that could be obtained at the time of the
Affiliate Transaction in arm's-length dealings with a Person who is not an
Affiliate;

               (2)  if such Affiliate Transaction involves an amount in excess
of $1.0 million, the terms of the Affiliate Transaction are set forth in writing
and a majority of the non-employee directors of the Company disinterested with
respect to such Affiliate Transactions have approved the relevant Affiliate
Transaction as evidenced by a Board resolution; and

               (3)  if such Affiliate Transaction involves an amount in excess
of $10.0 million, the Board of Directors shall also have received a written
opinion from an investment banking firm of national standing that is not an
Affiliate of the Company to the effect that such Affiliate Transaction is fair,
from a financial point of view, to the Company and its Restricted Subsidiaries.

          (b)  The provisions of the preceding paragraph (a) will not prohibit:

               (1)  any Restricted Payment permitted to be made pursuant to
Section 10.7 or any Permitted Investment; (2) any issuance of securities, or
other payments, awards or grants in cash, securities or otherwise pursuant to,
or the funding of, employment arrangements, stock options and stock ownership
plans approved by the Board of Directors in the ordinary course of business;

               (3)  the payment of reasonable fees to directors of the Company
who are not employees of the Company or its Restricted Subsidiaries and
customary indemnification and insurance arrangements in favor of any director,
officer, employer or consultant to the Company and any subs;

               (4)  any transaction with a Restricted Subsidiary or joint
venture or similar entity which would constitute an Affiliate Transaction solely
because the Company or a Restricted Subsidiary owns an equity interest in or
otherwise controls such Restricted Subsidiary, joint venture or similar entity;

               (5)  the issuance or sale of any Capital Stock (other than
Disqualified Stock) of the Company;


                                       61


               (6) employment agreements entered into by the Company or any of
its Subsidiaries on or prior to the Issue Date and any employment agreement
entered into by the Company or its Restricted Subsidiaries in the ordinary
course of business of the Company or such Restricted Subsidiary; and

               (7) loans or advances, not to exceed $5.0 million in the
aggregate at any time outstanding, to employees in the ordinary course of
business.

          SECTION 10.11. LIMITATION ON THE SALE OR ISSUANCE OF CAPITAL STOCK OF
RESTRICTED SUBSIDIARIES.

          The Company

               (1) will not, and will not permit any Restricted Subsidiary to,
sell, lease, transfer or otherwise dispose of any Capital Stock of any
Wholly-Owned Restricted Subsidiary to any Person (other than the Company or a
Wholly-Owned Subsidiary), and

               (2) will not permit any Wholly-Owned Restricted Subsidiary to
issue any of its Capital Stock (other than, if necessary, shares of its Capital
Stock constituting directors' or other legally required qualifying shares) to
any Person (other than to the Company or a Wholly-Owned Subsidiary), unless

                    (A) immediately after giving effect to such issuance, sale
or other disposition, neither the Company nor any of its Subsidiaries owns 10%
or more of any Capital Stock of such Wholly-Owned Subsidiary; or

                    (B) immediately after giving effect to such issuance, sale
or other disposition, such Restricted Subsidiary would not longer constitute a
Restricted Subsidiary and any Investment in such Person remaining after giving
effect thereto would have been permitted to be made under Section 10.7 if made
on the date of such issuance, sale or other disposition.

          SECTION 10.12. LIMITATION ON LIENS.

          The Company will not, and will not permit any Restricted Subsidiary
to, directly or indirectly, Incur or permit to exist any Lien (the "Initial
Lien") of any nature whatsoever on any of its properties (including Capital
Stock of a Restricted Subsidiary), whether owned at the Issue Date or thereafter
acquired, other than Permitted Liens, without effectively providing that the
Notes shall be secured equally and ratably with (or prior to) the obligations so
secured for so long as such obligations are so secured.

          Any Lien created for the benefit of the Holders of the Notes pursuant
to the preceding sentence shall provide by its terms that such Lien shall be
automatically and unconditionally released and discharged upon the release and
discharge of the Initial Lien.

          SECTION 10.13. LIMITATION ON SALE/LEASEBACK TRANSACTIONS.


          The Company will not, and will not permit any Restricted Subsidiary
to, enter into any Sale/Leaseback Transaction with respect to any property
unless:


                                       62


               (1) the Company or such Restricted Subsidiary would be entitled
to (A) Incur Indebtedness in an amount equal to the Attributable Debt with
respect to such Sale/Leaseback Transaction pursuant to Section 10.6 and (B)
create a Lien on such property securing such Attributable Debt without equally
and ratably securing the Notes pursuant to Section 10.12;

               (2) the net proceeds received by the Company or any Restricted
Subsidiary in connection with such Sale/Leaseback Transaction are at least equal
to the fair value (as determined by the Board of Directors) of such property;
and

               (3) the Sale/Leaseback Transaction is treated as an Asset
Disposition and all of the conditions of the Indenture described under
"--Limitation on Sales of Assets and Subsidiary Stock" (including the provisions
concerning the application of Net Available Cash) are satisfied with respect to
such Sale/Leaseback Transaction, treating all of the Net Cash Proceeds received
in such Sale/Leaseback Transaction as Net Available Cash for purposes of such
covenant.

          SECTION 10.14. DESIGNATION OF RESTRICTED AND UNRESTRICTED
SUBSIDIARIES.

          Any Subsidiary not designated as an Unrestricted Subsidiary in
accordance with Section 10.14 shall be a Restricted Subsidiary. The Board of
Directors may designate any Restricted Subsidiary as an Unrestricted Subsidiary
if the requirements set forth in the definition of "Unrestricted Subsidiary" are
satisfied and if that designation would not cause a Default. If a Restricted
Subsidiary is designated as an Unrestricted Subsidiary, all outstanding
Investments owned by the Company and its Restricted Subsidiaries in the
Subsidiary so designated will be deemed to be an Investment made as of the time
of such designation and will reduce the amount available for Restricted Payments
under Section 10.7(a)(3). That designation will only be permitted if such
Restricted Payment would be permitted at that time and if such Restricted
Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The
Board of Directors may redesignate any Unrestricted Subsidiary to be a
Restricted Subsidiary if the requirements set forth in the definition of
"Unrestricted Subsidiary" are satisfied and if the redesignation would not cause
a Default.

          SECTION 10.15. OFFER TO REPURCHASE UPON CHANGE OF CONTROL.

          (a) If a Change of Control occurs, the Company shall make an offer (a
"Change of Control Offer") to each Holder to repurchase all or any part, equal
to $1,000 or an integral multiple of $1,000, of the Holder's Notes at an offer
price in cash equal to 100% of the aggregate principal amount of the Notes, plus
accrued and unpaid interest, thereon to the date fixed for repurchase (the
"Change of Control Payment").

          (b) Within 30 business days following a Change of Control, the Company
shall mail a notice to each Holder describing the transaction or transactions
that constitute the Change of Control and offering to repurchase the Notes on
the date specified in the notice, which date shall be no earlier than 30 days
and no later than 60 days from the date the notice is mailed (the "Change of
Control Payment Date") pursuant to the procedures set forth in this Section
10.15 and described in the notice.

          (c) The Company will comply with the requirements of Rule 14e-1 under
the Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with their
purchase of Notes pursuant to a Change of Control Offer. To the extent the
provisions of any such rule conflict with the provisions of this Indenture
relating to an Change of Control Offer, the Company shall comply with the
provisions of such rule and be deemed not to have breached its obligations
relating to such Change of Control Offer.


                                       63


          (d) On the Change of Control Payment Date, the Company shall, to the
extent lawful, (1) accept for payment all Notes or portions of Notes properly
tendered under the Change of Control Offer; (2) deposit with the Paying Agent an
amount equal to the Change of Control Payment in respect of all Notes or
portions of the Notes so tendered; and (3) deliver or cause to be delivered to
the Trustee the Notes so accepted together with an Officers' Certificate stating
the aggregate principal amount of Notes or portions of the Notes being purchased
by the Company.

          (e) The Paying Agent shall mail promptly to each holder of Notes so
tendered the Change of Control Payment for the Notes, and the Trustee shall
promptly authenticate and mail, or cause to be transferred by book entry, to
each holder a new Note equal in principal amount to any unpurchased portion of
the Notes surrendered, PROVIDED, HOWEVER, that each new Note shall be in a
principal amount of $1,000 or an integral multiple of $1,000.

          (f) Prior to a Change of Control Payment Date, the Company shall
either repay all outstanding Senior Debt or obtain the requisite consents, if
any, under the agreements governing outstanding Senior Debt to permit the
repurchase of Notes required by this Section 10.15.

          (g) The Change of Control provisions described in this Section 10.15
shall be applicable notwithstanding any other provisions of this Indenture.

          (h) The Company shall not be required to make a Change of Control
Offer following a Change of Control if a third party makes the Change of Control
Offer in the manner, at the times and otherwise in compliance with the
requirements set forth in this Section 10.15 and purchases all Notes validly
tendered and not withdrawn under the Change of Control Offer.

          The Company shall continue (i) to directly or indirectly maintain 100%
ownership of the Trust Common Securities; PROVIDED, HOWEVER, that any permitted
successor of the Company hereunder may succeed to the Company's ownership of the
Trust Common Securities and (ii) to use its reasonable efforts to cause the
Trust (x) to remain a statutory business trust, except in connection with the
distribution of Securities to the holders of Trust Securities in liquidation of
the Trust, the redemption of all of the Trust Securities, or certain mergers,
consolidations or amalgamations, each as permitted by the Declaration, and (y)
to otherwise continue to be classified for United States Federal income tax
purposes as an entity which is not subject to United States Federal income tax
at the entity level and the income of which is treated for United States Federal
income tax purposes as derived by holders of interests in the entity.

                                   ARTICLE XI

                            REDEMPTION AND PREPAYMENT

          SECTION 11.1. OPTIONAL REDEMPTION. The Company shall have the right to
redeem the Notes (an "Optional Redemption") in whole or in part, at any time or
from time to time on or after February 23, 2004, in cash at the Redemption
Price, plus any accrued and unpaid interest, including Additional Payments, if
any, to the Redemption Date.

          SECTION 11.2. TAX EVENT REDEMPTION. (a) If a Tax Event has occurred
and is continuing and:

               (1) the Company has received a Redemption Tax Opinion; or

               (2) after receiving a Dissolution Tax Opinion, the Administrative
Trustee shall have been informed by tax counsel rendering the Dissolution Tax
Opinion that a No Recognition Opinion cannot be delivered (each such a case, a
"Redemption Tax Event"),


                                       64


then the Company shall have the right upon not less than 30 days, nor more than
60 days, notice to the Holders of the Notes to redeem the Notes in whole, but
not in part, for cash at the Redemption Price, plus accrued and unpaid interest,
including Additional Payments, if any, to the Redemption Date, within 90 days
following the occurrence of such Redemption Tax Event (the "90-Day Period");
PROVIDED, HOWEVER, that if, at the time there is available to the Company or the
Trust the opportunity to eliminate, within the 90-Day Period, the Tax Event by
taking some Ministerial Action, then the Company or the Trust shall pursue such
measure in lieu of redemption; and PROVIDED FURTHER that the Company shall have
no right to redeem the Notes while the Trust is pursuing any Ministerial Action
or other similar measure pursuant to its obligations under the Declaration.

          (b) If the Company opts not to redeem the Notes pursuant to this
Section 11.2, the Company shall be required to pay Additional Interest in
respect of the Notes pursuant to Section 3.1 for so long as (i) a Tax Event has
occurred and is continuing, (ii) the Property Trustee is the sole Holder of the
Securities and (iii) the Trust becomes subject to tax as a result of such Tax
Event.

          SECTION 11.3. SELECTION OF NOTES TO BE REDEEMED.If less than all of
the Notes are to be redeemed or purchased in an offer to purchase at any time,
the Trustee shall select the Notes to be redeemed or purchased among the Holders
of the Notes, on a PRO RATA basis, by lot or in accordance with any other method
the Trustee considers fair and appropriate. In the event of partial redemption
by lot, the particular Notes to be redeemed shall be selected, unless otherwise
provided herein, not less than 30 nor more than 60 days prior to the Redemption
Date by the Trustee from the Outstanding Notes not previously called for
redemption.

          The Trustee shall promptly notify the Company in writing of the Notes
selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount thereof to be redeemed. Notes and portions of
Notes selected shall be in amounts of $1,000 or whole multiples of $1,000;
except that if all of the Notes of a Holder are to be redeemed, the entire
outstanding amount of Notes held by such Holder, even if not a multiple of
$1,000, shall be redeemed. Except as provided in the preceding sentence,
provisions of this Indenture that apply to Notes called for redemption also
apply to portions of Notes called for redemption.

          SECTION 11.4. NOTICE OF REDEMPTION.

          Subject to the provisions of Section 11.9 hereof, at least 30 days but
not more than 60 days before a redemption date, the Company shall mail or cause
to be mailed, by first class mail, a notice of redemption to each Holder whose
Notes are to be redeemed at its registered address.

          The notice shall identify the Notes to be redeemed and shall state:

          (a) the Redemption Date;

          (b) the Redemption Price (plus all accrued and unpaid interest,
including Additional Payments, if any, to the Redemption Date);

          (c) if any Note is being redeemed in part, the portion of the
principal amount of such Note to be redeemed and that, after the Redemption Date
upon surrender of such Note, a new Note or Notes in principal amount equal to
the unredeemed portion shall be issued upon cancellation of the original Note;

          (d) the name and address of the Paying Agent;


                                       65


          (e) that Notes called for redemption must be surrendered to the Paying
Agent to collect the Redemption Price;

          (f) that, unless the Company defaults in making such redemption
payment, interest on Notes called for redemption ceases to accrue on and after
the Redemption Date;

          (g) the paragraph of the Notes or Section of this Indenture pursuant
to which the Notes called for redemption are being redeemed; and

          (h) that no representation is made as to the correctness or accuracy
of the CUSIP number, if any, listed in such notice or printed on the Notes.

          At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; PROVIDED, HOWEVER, that the
Company shall have delivered to the Trustee, at least 30 days, or such shorter
period allowed by the Trustee, prior to the Redemption Date, an Officers'
Certificate requesting that the Trustee give such notice and setting forth the
information to be stated in such notice as provided in the preceding paragraph.

          SECTION 11.5. EFFECT OF NOTICE OF REDEMPTION.

          Once notice of redemption is mailed in accordance with Section 11.4
hereof, Notes called for redemption become irrevocably due and payable on the
Redemption Date at the Redemption Price. A notice of redemption may not be
conditional.

          SECTION 11.6. DEPOSIT OF REDEMPTION PRICE.

          On or one Business Day prior to the Redemption Date, the Company shall
deposit with the Trustee or with the Paying Agent money sufficient to pay the
Redemption Price of and accrued interest (including Additional Payments) on all
Notes to be redeemed on that date. The Trustee or the Paying Agent shall
promptly return to the Company any money deposited with the Trustee or the
Paying Agent by the Company in excess of the amounts necessary to pay the
Redemption Price of, and accrued interest on, all Notes to be redeemed.

          If the Company complies with the provisions of the preceding
paragraph, on and after the Redemption Date, interest shall cease to accrue on
the Notes or the portions of Notes called for redemption. If a Note is redeemed
on or after an interest record date but on or prior to the related interest
payment date, then any accrued and unpaid interest shall be paid to the Person
in whose name such Note was registered at the close of business on such record
date according to the terms and provision of Section 3.8. If any Note called for
redemption shall not be so paid upon surrender for redemption because of the
failure of the Company to comply with the preceding paragraph, interest shall be
paid on the unpaid principal from the Redemption Date until such principal is
paid, and to the extent lawful on any interest not paid on such unpaid
principal, in each case at the rate provided in the Notes and in Section 3.1
hereof.

          SECTION 11.7. NOTES REDEEMED IN PART.

          Upon surrender of a Note that is redeemed in part, the Company shall
issue and, upon the Company's written request, the Trustee shall authenticate
for the Holder at the expense of the Company a new Note equal in principal
amount to the unredeemed portion of the Note surrendered.


                                       66


          SECTION 11.8. MANDATORY REDEMPTION.

          The Company shall not be required to make sinking fund payments with
respect to the Notes.

          SECTION 11.9. OFFER TO PURCHASE.

          In the event that, pursuant to Section 10.9 or Section 10.15 hereof,
the Company shall be required to commence an offer to all Holders to purchase
Notes (a "Repurchase Offer"), it shall follow the procedures specified below.

          The Repurchase Offer shall remain open for a period of 20 Business
Days following its commencement and no longer, except to the extent that a
longer period is required by applicable law (the "Offer Period"). No later than
five Business Days after the termination of the Offer Period (the "Purchase
Date"), the Company shall purchase the principal amount of Notes required to be
purchased pursuant to Sections 10.9 or 10.15 hereof (the "Offer Amount") or, if
less than the Offer Amount has been tendered, all Notes tendered in response to
the Asset Sale Offer or Change of Control Offer, as applicable. Payment for any
Notes so purchased shall be made in the same manner as interest payments are
made.

          If the Purchase Date is on or after an interest record date and on or
before the related interest payment date, any accrued and unpaid interest shall
be paid to the Person in whose name a Note is registered at the close of
business on such record date, and no additional interest shall be payable to
Holders who tender Notes pursuant to the Repurchase Offer.

          Upon the commencement of a Repurchase Offer, the Company shall send,
by first class mail, a notice to the Trustee and each of the Holders, with a
copy to the Trustee. The notice shall contain all instructions and materials
necessary to enable such Holders to tender Notes pursuant to the Repurchase
Offer. The Repurchase Offer shall be made to all Holders. The notice, which
shall govern the terms of the Repurchase Offer, shall state:

          (a) that the Repurchase Offer is being made pursuant to this Section
11.9 and Sections 10.9 or 10.15 hereof and the length of time the Repurchase
Offer shall remain open;

          (b) the Offer Amount, the purchase price and the Purchase Date;

          (c) that any Note not tendered or accepted for payment shall continue
to accrue interest;

          (d) that, unless the Company defaults in making such payment, any Note
accepted for payment pursuant to the Repurchase Offer shall cease to accrue
interest after the Purchase Date;

          (e) that Holders electing to have a Note purchased pursuant to a
Repurchase Offer may elect to have Notes purchased in integral multiples of
$1,000 only;

          (f) that Holders electing to have a Note purchased pursuant to any
Repurchase Offer shall be required to surrender the Note, with the form entitled
"Option of Holder to Elect Purchase" on the reverse of the Note completed, or
transfer by book-entry transfer, to the Company, a depositary, if appointed by
the Company, or a Paying Agent at the address specified in the notice at least
three days before the Purchase Date;

          (g) that Holders shall be entitled to withdraw their election if the
Company or the Paying Agent, as the case may be, receives, not later than the
expiration of the Offer Period, a telegram,


                                       67


telex, facsimile transmission or letter setting forth the name of the Holder,
the principal amount of the Note the Holder delivered for purchase and a
statement that such Holder is withdrawing his election to have such Note
purchased;

          (h) that, if the aggregate principal amount of Notes surrendered by
Holders exceeds the Offer Amount, the Company shall select the Notes to be
purchased on a pro rata basis (with such adjustments as may be deemed
appropriate by the Company so that only Notes in denominations of $1,000, or
integral multiples thereof, shall be purchased); and

          (i) that Holders whose Notes were purchased only in part shall be
issued new Notes equal in principal amount to the unpurchased portion of the
Notes surrendered (or transferred by book-entry transfer).

          On or before the Purchase Date, the Company shall, to the extent
lawful, accept for payment, on a pro rata basis to the extent necessary, the
Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale
Offer or Change of Control Offer, as applicable, or if less than the Offer
Amount has been tendered, all Notes tendered, and shall deliver to the Trustee
an Officers' Certificate stating that such Notes or portions thereof were
accepted for payment by the Company in accordance with the terms of this Section
11.9. The Company or the Paying Agent, as the case may be, shall promptly (but
in any case not later than five days after the Purchase Date) mail or deliver to
each tendering Holder an amount equal to the purchase price of the Notes
tendered by such Holder and accepted by the Company for purchase, and the
Company shall promptly issue a new Note, and the Trustee, upon written request
from the Company shall authenticate and mail or deliver such new Note to such
Holder, in a principal amount equal to any unpurchased portion of the Note
surrendered. Any Note not so accepted shall be promptly mailed or delivered by
the Company to the Holder thereof.

          Other than as specifically provided in this Section 11.9, any purchase
pursuant to this Section 11.9 shall be made pursuant to the provisions of
Sections 11.1 through 11.7 hereof.

                                   ARTICLE XII

                             SUBORDINATION OF NOTES

          SECTION 12.1. AGREEMENT TO SUBORDINATE.

          The Company covenants and agrees, and each Holder of Notes by such
Holder's acceptance thereof likewise covenants and agrees, that all Notes shall
be issued subject to the provisions of this Article XII; and each Holder of a
Note, whether upon original issue or upon transfer or assignment thereof,
accepts and agrees to be bound by such provisions. The payment by the Company of
the principal of, and interest (including Additional Payments) on all Notes
issued hereunder shall, to the extent and in the manner hereinafter set forth,
be subordinated and junior in right of payment to the prior payment in full of
all Senior Debt, whether outstanding at the date of this Indenture or thereafter
Incurred; PROVIDED HOWEVER, that no provision of this Article XII shall prevent
the occurrence of any Default or Indenture Event of Default hereunder.

          SECTION 12.2. DEFAULT ON SENIOR DEBT.

          In the event (i) of any default by the Company in the payment of
principal, interest or any other payment due on any Senior Debt continuing
beyond the period of grace, if any, specified in the instrument evidencing such
Senior Debt and during the continuation of such default, unless and until such
default shall have been cured or waived or shall have ceased to exist, or (ii)
the maturity of any Senior Debt has been accelerated because of a default, then
no payment shall be made by the Company with respect to




the principal of (including redemption payments, if any), or interest on the
Notes (except that holders of the Notes may receive and retain Permitted Junior
Securities and payments from a trust described under Article XIV so long as, on
the date or dates the respective amounts were paid into the trust, such payments
were made with respect to the Notes in accordance with the provisions of Article
XIV and without violating the provisions of Article XII of this Indenture (a
"Defeasance Trust Payment")). Notwithstanding the foregoing, the prohibition set
forth in this paragraph in the case of clause (i) above shall not extend beyond
the period that is 179 days following the date of occurrence of the initial
payment default that commenced such prohibition unless the maturity of the
applicable Senior Debt has been accelerated.

          In the event that, notwithstanding the foregoing, any payment shall be
received by the Trustee when such payment is prohibited by the preceding
paragraph of this Section 12.2, such payment shall be held in trust for the
benefit of, and shall be paid over or delivered to, the holders of Senior Debt
or their respective representatives, or to the trustee or trustees under any
indenture pursuant to which any of such Senior Debt may have been issued, as
their respective interests may appear, but only to the extent that the holders
of the Senior Debt (or their representative or representatives or a trustee)
notify the Trustee in writing within 90 days of such payment of the amounts then
due and owing on the Senior Debt and only the amounts specified in such notice
to the Trustee shall be paid to the holders of Senior Debt.

          SECTION 12.3. LIQUIDATION; DISSOLUTION; BANKRUPTCY.

          Upon any payment by the Company or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, to
creditors upon any dissolution or winding up or liquidation or reorganization of
the Company, whether voluntary or involuntary, or in bankruptcy, insolvency,
receivership or other proceedings, all principal of, and interest due or to
become due on, all Senior Debt must be paid in full before any payment is made
on account of the principal or interest on the Notes (except that holders of the
Notes may receive and retain Permitted Junior Securities and Defeasance Trust
Payments); and upon any such dissolution or winding up or liquidation or
reorganization, any payment by the Company, or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, to
which the Holders of the Notes or the Trustee would be entitled, except for the
provisions of this Article XII, shall be paid by the Company or by any receiver,
trustee in bankruptcy, liquidating trustee, agent or other Person making such
payment or distribution, or by the Holders of the Notes or by the Trustee under
this Indenture if received by them or it, directly to the holders of Senior Debt
(pro rata to such holders on the basis of the respective amounts of Senior Debt
held by such holders, as calculated by the Company) or their representative or
representatives, as their respective interests may appear, to the extent
necessary to pay such Senior Debt in full, in money or money's worth, after
giving effect to any concurrent payment or distribution to or for the holders of
such Senior Debt, before any payment or distribution is made to the Holders of
Notes or to the Trustee (except that holders of the Notes may receive and retain
Permitted Junior Securities and Defeasance Trust Payments).

          In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, prohibited by the foregoing, shall be received by the
Trustee or the Holders of the Notes before all Senior Debt is paid in full, or
provision is made for such payment in money in accordance with its terms, such
payment or distribution shall be held in trust for the benefit of and shall be
paid over or delivered to the holders of Senior Debt or their representative or
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing such Senior Debt may have been issued, and
their respective interests may appear, as calculated by the Company, for
application to the payment of all Senior Debt remaining unpaid to the extent
necessary to pay such Senior Debt in full in money in accordance with its terms,
after giving effect to any concurrent payment or distribution to or for the
holders of such Senior Debt.

          For purposes of this Article XII, the words "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or other securities or Indebtedness of the Company or
any other corporation provided for by a plan of reorganization or readjustment
the payment of which is subordinated at least to the extent provided in this
Article XII with respect to the Notes to the payment of all Senior Debt which
may at the time be outstanding; provided, that (i) such Senior Debt is assumed
by the new corporation, if any, resulting from any such reorganization or


                                       69


readjustment, and (ii) the rights of the holders of such Senior Debt are not,
without the consent of such holders, altered by such reorganization or
readjustment. "Permitted Junior Securities" means: (1) Capital Stock or other
equity interests in the Company; or (2) debt securities of the Company that are
subordinated to all Senior Debt and any debt securities issued in exchange for
Senior Debt to the same extent as, or to a greater extent than, the Notes are
subordinated to Senior Debt pursuant to Article XII, that have a final maturity
date and a Weighted Average Life to Maturity which is the same as or greater
than the Notes and that are not secured by a Lien on any assets. The
consolidation of the Company with, or the merger of the Company with or into,
another Person or the liquidation or dissolution of the Company following the
conveyance, transfer or lease of all or substantially all its properties and
assets on a consolidated basis to another Person upon the terms and conditions
provided for in Article VIII hereof shall not be deemed a dissolution, winding
up, liquidation or reorganization for the purposes of this Section 12.3 if such
other Person shall, as a part of such consolidation, merger, conveyance,
transfer or lease, comply with the conditions stated in Article VIII hereof.
Nothing in Section 12.2 or in this Section 12.3 shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 6.7 hereof.

          SECTION 12.4. SUBROGATION.

          Subject to the payment in full of all Senior Debt, the rights of the
Holders of the Notes shall be subrogated to the rights of the holders of such
Senior Debt to receive payments or distributions of cash, property or securities
of the Company, as the case may be, applicable to such Notes until the principal
of and interest on the Senior Debt shall be paid in full; and, for the purposes
of such subrogation, no payments or distributions to the holders of such Senior
Debt of any cash, property or securities to which the Holders of the Notes or
the Trustee would be entitled except for the provisions of this Article XII, and
no payment pursuant to the provisions of this Article XII, to or for the benefit
of the holders of such Senior Debt by Holders of the Notes or the Trustee,
shall, as between the Company, its creditors other than holders of Senior Debt,
and the Holders of the Notes, be deemed to be a payment by the Company to or on
account of such Notes. It is understood that the provisions of this Article XII
are and are intended solely for the purposes of defining the relative rights of
the Holders of the Notes, on the one hand, and the holders of such Senior Debt
on the other hand.

          Nothing contained in this Article XII or elsewhere in this Indenture
or in the Notes is intended to or shall impair, as between the Company, its
creditors, other than the holders of Senior Debt, and the Holders of the Notes,
the obligation of the Company, which is absolute and unconditional, to pay to
the Holders of the Notes the principal of and interest on the Notes as and when
the same shall become due and payable in accordance with their terms, or is
intended to or shall affect the relative rights of the Holders of the Notes and
creditors of the Company, as the case may be, other than the holders of Senior
Debt, nor shall anything herein or therein prevent the Trustee or the Holder of
any Note from exercising all remedies otherwise permitted by applicable law upon
default under this Indenture, subject to the rights, if any, under this Article
XII of the holders of such Senior Debt in respect of cash, property or
securities of the Company, as the case may be, received upon the exercise of any
such remedy.

          Upon any payment or distribution of assets of the Company referred to
in this Article XII, the Trustee, subject to the provisions of Section 6.3, and
the Holders of the Notes, shall be entitled to rely upon any order or decree
made by any court of competent jurisdiction in which such dissolution, winding
up, liquidation or reorganization proceedings are pending, or a certificate of
the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person
making such payment or distribution, delivered to the Trustee or to the Holders
of the Notes, for the purposes of ascertaining the Persons entitled to
participate in such distribution, the holders of the Senior Debt and other
indebtedness of the Company, as the case may be, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article XII.


                                       70


          SECTION 12.5. TRUSTEE TO EFFECTUATE SUBORDINATION.

          Each Holder of Notes by such Holder's acceptance thereof authorizes
and directs the Trustee on such Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination provided in this
Article XII and appoints the Trustee as such Holder's attorney-in-fact for any
and all such purposes.

          SECTION 12.6. NOTICE BY THE COMPANY.

          The Company shall give prompt written notice to a Responsible Officer
of the Trustee of any fact known to the Company which would prohibit the making
of any payment of monies to or by the Trustee in respect of the Notes pursuant
to the provisions of this Article XII. Notwithstanding the provisions of this
Article XII or any other provision of this Indenture, the Trustee shall not be
charged with knowledge of the existence of any facts which would prohibit the
making of any payment of monies to or by the Trustee in respect of the Notes
pursuant to the provision of this Article XII, unless and until a Responsible
Officer of the Trustee shall have received written notice thereof at the
Corporate Trust Office of the Trustee from the Company or a holder or holders of
Senior Debt or from any trustee therefor; and before the receipt of any such
written notice, the Trustee, subject to the provisions of Section 6.3 hereof,
shall be entitled in all respects to assume that no such facts exist; PROVIDED,
HOWEVER, that if the Trustee shall not have received the notice provided for in
this Section 12.6 at least three Business Days prior to the date upon which by
the terms hereof any money may become payable for any purpose (including,
without limitation, the payment of the principal of or interest on any Note),
then, anything herein contained to the contrary notwithstanding, the Trustee
shall have full power and authority to receive such money and to apply the same
to the purposes for which they were received, and shall not be affected by any
notice to the contrary which may be received by it within three Business Days
prior to such date.

          The Trustee, subject to the provisions of Section 6.3, shall be
entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Debt (or a trustee on behalf of
such holder) to establish that such notice has been given by a holder of such
Senior Debt or a trustee on behalf of any such holder or holders. In the event
that the Trustee determines in good faith that further evidence is required with
respect to the right of any Person as a holder of Senior Debt to participate in
any payment or distribution pursuant to this Article XII, the Trustee may
request such Person to furnish evidence to the reasonable satisfaction of the
Trustee as to the amount of Senior Debt held by such Person, the extent to which
such Person is entitled to participate in such payment or distribution and any
other facts pertinent to the right of such Person under this Article XII, and,
if such evidence is not furnished, the Trustee may defer any payment to such
Person pending judicial determination as to the right of such Person to receive
such payment.

          SECTION 12.7. RIGHTS OF THE TRUSTEE; HOLDERS OF SENIOR DEBT.

          The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article XII in respect of any Senior Debt at any time
held by it, to the same extent as any other holder of Senior Debt, and nothing
in this Indenture shall deprive the Trustee of any of its rights as such holder.

          With respect to the holders of Senior Debt of the Company, the Trustee
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article XII, and no implied covenants or
obligations with respect to the holders of such Senior Debt shall be read into
this Indenture against the Trustee. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of such Senior Debt, and, subject to the
provisions of Section 6.3, the Trustee shall not be liable to any holder of such
Senior Debt if it shall pay over or deliver to Holders of Notes, the Company or
any other Person money or assets to which any holder of such Senior Debt shall
be entitled by virtue of this Article XII or otherwise.


                                       71


          SECTION 12.8. SUBORDINATION MAY NOT BE IMPAIRED.

          No right of any present or future holder of any Senior Debt to enforce
subordination as herein provided shall at any time in any way be prejudiced or
impaired by any act or failure to act on the part of the Company or by any act
or failure to act, in good faith, by any such holder, or by any noncompliance by
the Company with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof which any such holder may have or otherwise
be charged with.

          Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Debt may, at any time and from time to time, without the
consent of or notice to the Trustee or the Holders of the Notes, without
Incurring responsibility to the holders of the Notes and without impairing or
releasing the subordination provided in this Article XII or the obligations
hereunder of the Holders of the Notes to the holders of Senior Debt, do any one
or more of the following: (i) change the manner, place or terms of payment or
extend the time of payment of, or renew or alter, such Senior Debt, or otherwise
amend or supplement in any manner such Senior Debt or any instrument evidencing
the same or any agreement under which such Senior Debt is outstanding; (ii)
sell, exchange, release or otherwise deal with any property pledged, mortgaged
or otherwise securing such Senior Debt; (iii) release any Person liable in any
manner for the collection of such Senior Debt; and (iv) exercise or refrain from
exercising any rights against the Company and any other Person.

          SECTION 12.9. SUBORDINATION PROVISIONS NOT APPLICABLE TO MONEY HELD IN
TRUST FOR HOLDERS.All money and United States Government Obligations deposited
in trust with the Trustee pursuant to and in accordance with Article XIV shall
be for the sole benefit of the Holders and shall not be subject to this Article
XII.

                                  ARTICLE XIII

                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS

          SECTION 13.1. NO RECOURSE.

          No recourse under or upon any obligation, covenant or agreement of
this Indenture, or of any Note, or for any claim based thereon or otherwise in
respect thereof, shall be had against any incorporator, stockholder, officer or
director, past, present or future as such, of the Company or the Trustee or of
any predecessor or successor corporations, either directly or through the
Company or the Trustee or any such predecessor or successor corporations,
whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise; it being expressly
understood that this Indenture and the obligations issued hereunder are solely
corporate obligations, and that no such personal liability whatever shall attach
to, or is or shall be Incurred by, the incorporators, stockholders, officers or
directors as such, of the Company or the Trustee or of any predecessor or
successor corporation, or any of them, because of the creation of the
indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any of the Notes or
implied therefrom; and that any and all such personal liability of every name
and nature, either at common law or in equity or by constitution or statute, of,
and any and all such rights and claims against every such incorporator,
stockholder, officer or director as such, because of the creation of the
indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any of the Notes or
implied therefrom, are hereby expressly waived and released as a condition of,
and as a consideration for, the execution of this Indenture and the issuance of
such Notes.

                                       72


          This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

                                   ARTICLE XIV

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

          SECTION 14.1. OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT
DEFEASANCE.

          The Company may, at its option and at any time, elect to have either
Section 14.2 or 14.3 hereof be applied to all outstanding Notes upon compliance
with the conditions set forth below in this Article XIV.

          SECTION 14.2. LEGAL DEFEASANCE AND DISCHARGE.

          Upon the Company's exercise under Section 14.1 hereof of the option
applicable to this Section 14.2, the Company shall, subject to the satisfaction
of the conditions set forth in Section 14.4 hereof, be deemed to have been
discharged from its obligations with respect to all outstanding Notes on the
date the conditions set forth below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, Legal Defeasance means that the Company shall be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes, which shall thereafter be deemed to be "outstanding" only for
the purposes of Section 14.5 hereof and the other Sections of this Indenture
referred to in (a) and (b) below, and the Company shall be deemed to have
satisfied all its other obligations under such Notes and this Indenture (and the
Trustee, on demand of and at the expense of the Company, shall execute proper
instruments acknowledging the same), except for the following provisions which
shall survive until otherwise terminated or discharged hereunder: (a) the rights
of Holders of outstanding Notes to receive solely from the trust fund described
in Section 14.4 hereof, and as more fully set forth in such Section, payments in
respect of the principal of, premium, if any, and interest on such Notes when
such payments are due, (b) the Company's obligations with respect to such Notes
under Section 10.2 hereof, (c) the rights, powers, trusts, duties and immunities
of the Trustee hereunder and the Company's obligations in connection therewith
and (d) this Article XIV. Subject to compliance with this Article XIV, the
Company may exercise its option under this Section 14.2 notwithstanding the
prior exercise of its option under Section 14.3 hereof.

          SECTION 14.3. COVENANT DEFEASANCE.

          Upon the Company's exercise under Section 14.1 hereof of the option
applicable to this Section 14.3, the Company, subject to the satisfaction of the
conditions set forth in Section 14.4 hereof, be released from its obligations
under the covenants contained in Sections 10.6, 10.7, 10.8, 10.9, 10.10, 10.11,
10.12, 10.13, 10.14 and 10.15 and Article VIII with respect to the outstanding
Notes on and after the date the conditions set forth in Section 14.4 are
satisfied (hereinafter, "Covenant Defeasance"), and the Notes shall thereafter
be deemed not "outstanding" for the purposes of any direction, waiver, consent
or declaration or act of Holders (and the consequences of any thereof) in
connection with such covenants, but shall continue to be deemed "outstanding"
for all other purposes hereunder (it being understood that such Notes shall not
be deemed outstanding for accounting purposes). For this purpose, Covenant
Defeasance means that, with respect to the outstanding Notes, the Company may
omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such covenant or
by reason of any reference in any such covenant to any other provision herein or
in any other document and such omission to comply shall not constitute a Default
or an Event of Default, but, except as specified above, the remainder of this
Indenture and such Notes shall be unaffected thereby. In addition, upon the
Company's exercise under


                                       73


Section 14.1 hereof of the option applicable to this Section 14.3 hereof,
subject to the satisfaction of the conditions set forth in Section 14.4 hereof,
Sections 5.1(3), 5.1(6), 5.1(7) and 5.1(8) shall not constitute Events of
Default.

          SECTION 14.4. CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.

          The following shall be the conditions to the application of either
Section 14.2 or 14.3 hereof to the outstanding Notes:

          In order to exercise either Legal Defeasance or Covenant Defeasance:

          (a) the Company must irrevocably deposit with the Trustee, in trust,
for the benefit of the Holders, cash in United States dollars, non-callable
Government Securities, or a combination thereof, in such amounts as will be
sufficient, in the opinion of a nationally recognized firm of independent public
accountants, to pay the principal of, and interest on, the outstanding Notes on
the stated date for payment thereof or on the applicable redemption date, as the
case may be and the Company shall specify whether the Notes are being defeased
to maturity or to a particular redemption date;

          (b) in the case of Legal Defeasance, the Company shall have delivered
to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee
confirming that (i) the Company has received from, or there has been published
by, the Internal Revenue Service a ruling or (ii) since the Issue Date, there
has been a change in the applicable Federal income tax law, in either case to
the effect that, and based thereon such opinion of counsel shall confirm that,
the Holders of the outstanding Notes will not recognize income, gain or loss for
Federal income tax purposes as a result of such Legal Defeasance and will be
subject to Federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such Legal Defeasance had not
occurred;

          (c) in the case of Covenant Defeasance, the Company shall have
delivered to the Trustee an Opinion of Counsel reasonably acceptable to the
Trustee confirming that the Holders of the outstanding Notes will not recognize
income, gain or loss for Federal income tax purposes as a result of such
Covenant Defeasance and will be subject to the federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such Covenant Defeasance had not occurred;

          (d) no Default or Event of Default shall have occurred and be
continuing on the date of such deposit (other than a Default or Event of Default
resulting from the Incurrence of Indebtedness all or a portion of the proceeds
of which will be used to defease the Notes pursuant to this Article XIV
concurrently with such Incurrence) at any time in the period ending on the 91st
day after the date of deposit;

          (e) such Legal Defeasance or Covenant Defeasance shall not result in a
breach or violation of, or constitute a default under, any material agreement or
instrument (other than this Indenture) to which the Company is a party or by
which the Company is bound;

          (f) the Company shall have delivered to the Trustee an Opinion of
Counsel (which may be subject to customary exceptions) to the effect that on the
91st day following the deposit, the trust funds will not be subject to the
effect of any applicable bankruptcy, insolvency, reorganization or similar laws
affecting creditors' rights generally;

          (g) the Company shall have delivered to the Trustee an Officers'
Certificate stating that the deposit was not made by the Company with the intent
of preferring the Holders over any other creditors of the Company or with the
intent of defeating, hindering, delaying or defrauding any other creditors of
the Company; and


                                       74


          (h) the Company shall have delivered to the Trustee an Officers'
Certificate, stating that all conditions precedent provided for or relating to
the Legal Defeasance or the Covenant Defeasance have been complied with.

          SECTION 14.5. DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN
TRUST; OTHER MISCELLANEOUS PROVISIONS.

          Subject to Section 14.6 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 14.5, the
"Trustee") pursuant to Section 14.4 hereof in respect of the outstanding Notes
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium, if any, and interest, but
such money need not be segregated from other funds except to the extent required
by law.

          The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the cash or non-callable
Government Securities deposited pursuant to Section 14.4 hereof or the principal
and interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

          Anything in this Article XIV to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon the request
of the Company any money or non-callable Government Securities held by it as
provided in Section 14.4 hereof which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, are in excess of the amount thereof that would
then be required to be deposited to effect an equivalent Legal Defeasance or
Covenant Defeasance.

          SECTION 14.6. REPAYMENT TO COMPANY.

          Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of, premium, if any,
or interest on any Note and remaining unclaimed for two years after such
principal, and premium, if any, or interest has become due and payable shall be
paid to the Company on its request or (if then held by the Company) shall be
discharged from such trust. The Holder of such Note shall thereafter look only
to the Company for payment thereof, and all liability of the Trustee or such
Paying Agent with respect to such trust money, and all liability of the Company
as trustee thereof, shall thereupon cease; PROVIDED, HOWEVER, that the Trustee
or such Paying Agent, before being required to make any such repayment, may at
the expense of the Company cause to be published once, in the New York Times and
The Wall Street Journal (national edition), notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less than
30 days from the date of such notification or publication, any unclaimed balance
of such money then remaining will be repaid to the Company.

          SECTION 14.7. REINSTATEMENT.

          If the Trustee or Paying Agent is unable to apply any United States
dollars or non-callable Government Securities in accordance with Section 14.2 or
14.3 hereof, as the case may be, by reason of any order or judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 14.2 or 14.3 hereof until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 14.2 or 14.3
hereof, as the case may be; PROVIDED, HOWEVER, that, if the Company makes any
payment of


                                       75


principal of, premium, if any, or interest on any Note following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money held by the
Trustee or Paying Agent.


                                       76



     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.

                                    CCC INFORMATION SERVICES GROUP INC.



                                    By: /s/ Reid E. Simpson
                                       -------------------------------------
                                    Name:  Reid E. Simpson
                                    Title: Executive Vice President and
                                           Chief Financial Officer



                                    WILMINGTON TRUST COMPANY, as trustee



                                    By: /s/ Jill K. Morrison
                                       -------------------------------------
                                    Name:  Jill K. Morrison
                                    Title: Financial Services Officer


                                    EXHIBIT A
                                  FORM OF NOTE

                             [FORM OF FACE OF NOTE]


          THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. BY THE
ACQUISITION HEREOF, THE HOLDER AGREES THAT SUCH HOLDER WILL GIVE EACH PERSON TO
WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
LEGEND.

                       -----------------------------------

                          Increasing Rate Note due 2006

No. _________                                                   $___________

          CCC Information Services Group Inc., a corporation duly organized and
existing under the laws of the State of Delaware (herein called "the Company,"
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to CCC Capital Trust,
or registered assigns, the principal sum of ___________________________ Dollars
($____________) on February 23, 2006.

          Interest Payment Dates: March 31, June 30, September 30 and December
31, commencing March 31, 2001.

          Regular Record Dates: the close of business on the 15th day
immediately preceding each Interest Payment Date, commencing March 31, 2001.

          Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place. Capitalized terms used
herein but not defined herein shall have the meanings ascribed to such terms in
the Indenture.

          Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Note
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

          IN WITNESS WHEREOF, the Company has caused this instrument to be
signed manually or by facsimile by its duly authorized officers and a facsimile
of its corporate seal to be affixed hereto or imprinted hereon.

Dated: _________________, ____.


                                      B-1


                                       CCC INFORMATION SERVICES GROUP INC.


                                       By:
                                          --------------------------------
                                          Name:
                                          Title:

[SEAL]


Attest:
       -------------------------------------


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

     This is one of the Notes referred to in the within-mentioned Indenture.

Dated: _______________, ____.




                                       WILMINGTON TRUST COMPANY, as Trustee



                                       By:
                                          --------------------------------
                                          Authorized Signatory


                                      B-2


                            [FORM OF REVERSE OF NOTE]

                       -----------------------------------

                          Increasing Rate Note due 2006

          (1) INTEREST. CCC Information Services Group Inc., a Delaware
corporation (the "Company"), is the issuer of this Increasing Rate Note due 2006
(the "Note") in the aggregate principal amount of $__________ issued under the
Indenture hereinafter referred to. The Company promises to pay interest on the
Notes in cash from February 23, 2001 or from the most recent interest payment
date to which interest has been paid or duly provided for, quarterly in arrears
on March 31, June 30, September 30 and December 31 of each year (each day an
"Interest Payment Date"), commencing March 31, 2001, at the rate of (a) 9% per
annum, from February 23, 2001 through and including February 22, 2004 (such
three-year period of time from February 23, 2001 through and including February
22, 2004, is referred to herein as the "Initial Three Year Period") and (b) 11%
per annum from and following February 23, 2004, plus Additional Interest, until
the principal hereof shall have become due and payable. On any Interest Payment
Date occurring during the Initial Three Year Period, so long as no Default has
occurred and is continuing, interest on the Note may be paid in cash, or at the
election of the Company, in the form of PIK Notes. Notwithstanding the
foregoing, PIK Notes may be issued only in denominations of $1,000 and integral
multiples thereof, and the Company will pay in cash such amount of interest as
shall be necessary to cause the PIK Notes to conform to the requirements of this
sentence. After the Initial Three Year Period, interest on the Note shall be
paid in cash.

          The amount of interest payable for any period will be computed on the
basis of a 360-day year of twelve 30-day months. The amount of interest payable
for any period shorter than a full quarterly period for which interest is
computed will be computed on the basis of the actual number of days elapsed. In
the event that any date on which interest is payable on the Notes is not a
Business Day, then payment of the interest payable on such date will be made on
the next succeeding day which is a Business Day (without any interest or other
payment in respect of such delay), except that, if such Business Day is in the
next succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on such date.

          (2) ADDITIONAL INTEREST. The Company shall pay to CCC Capital Trust, a
Delaware business trust (and its permitted successors or assigns under the
Declaration) (the "Trust"), such amounts as shall be required so that the net
amounts received and retained by the Trust after paying any taxes, duties,
assessments or other governmental charges of whatever nature (other than
withholding taxes) imposed on the Trust by the United States or any other taxing
authority ("Additional Interest") will be not less than the amounts the Trust
would have received had no such taxes, duties, assessment or governmental
charges been imposed.

          (3) METHOD OF PAYMENT. The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, as provided in the
Indenture, be paid to the Person in whose name this Note is registered at the
close of business on the regular record date for such interest installment,
which shall be the close of business on the 15th day immediately preceding each
Interest Payment Date (the "Regular Record Date"), commencing March 31, 2001.
Any such interest not so punctually paid or duly provided for shall forthwith
cease to be payable to the Holder on such Regular Record Date and may either be
paid to the Person in whose name this Note is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Notes not
less than 10 days prior to such Special Record Date, or be paid at any time in
any other lawful manner deemed practicable by the Trustee.

          Payment of the principal of and interest on this Note will be made by
wire transfer of immediately available funds to an account designated in writing
by the Holder. Notwithstanding the foregoing, if the aggregate principal amount
of and interest on this Note and any other Note issued under


                                      B-3


the Indenture held by an Affiliate of the Holder of this Note is less than
$5,000,000, such Notes (including this Note) shall be payable at the office or
agency of the Company maintained for that purpose in Chicago, Illinois, in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts; PROVIDED, HOWEVER, that,
at the option of the Company, cash payment of interest may be made by check
mailed to the address of the Person entitled thereto as such address shall
appear in the Register.

          (4)  PAYING AGENT AND REGISTRAR. The Trustee will act as Paying Agent
and Registrar. The Company may change any Paying Agent, Registrar or co-
registrar without prior notice. The Company or any of its Affiliates may act in
any such capacity.

          (5)  INDENTURE. The Company issued the Notes under an indenture, dated
as of February 23, 2001 (the "Indenture"), between the Company and Wilmington
Trust Company, as Trustee (herein called the "Trustee," which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Trustee,
the Company and the Holders of the Notes, and of the terms upon which the Notes
are, and are to be, authenticated and delivered. The terms of the Notes include
those stated in the Indenture and those made part of the Indenture by the
incorporation of certain provisions of the Trust Indenture Act of 1939 (15 U.S.
Code ss. 77aaa-77bbbb) ("TIA") as in effect on the date of the Indenture. The
Notes are subject to, and qualified by, all such terms, certain of which are
summarized hereon, and holders are referred to the Indenture and the TIA for a
statement of such terms. The Notes are unsecured general obligations of the
Company limited (with certain exceptions, including the Company's right to issue
PIK Notes) to $67,010,310 in aggregate principal amount, may be issued in one
additional series as contemplated by Section 3.1 and Section 9.1 of the
Indenture and are subordinated in right of payment to all Senior Debt of the
Company. No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency, herein prescribed or to
convert this Note as provided in the Indenture.

          (6)  OPTIONAL REDEMPTION. The Notes are redeemable at the Company's
option (an "Option Redemption") in whole or in part, at any time or from time to
time on or after February 23, 2004 at the Redemption Price, plus any accrued and
unpaid interest, including Additional Payments, if any, to the Redemption Date.

          (7)  OPTIONAL REDEMPTION UPON TAX EVENT. The Notes are subject to
redemption, at the election of the Company, in whole (but not in part), for cash
at the Redemption Price, plus any accrued and unpaid interest, including
Additional Payments, if any, to the Redemption Date at any time within 90 days
following the occurrence and continuation of a Redemption Tax Event (as defined
in the Declaration). Any redemption pursuant to this Section 7 will be made upon
not less than 30 nor more than 60 days' notice.

          (8)  NOTICE OF REDEMPTION. Notice of redemption will be mailed at
least 30 days but not more than 60 days before the Redemption Date to each
Holder of the Notes to be redeemed at his address of record. The Notes in
denominations larger than $1,000 may be redeemed in part but only in integral
multiples of $1,000. In the event of a redemption of less than all of the Notes,
the Notes will be chosen for redemption by the Trustee in accordance with the
Indenture. On and after the Redemption Date, interest ceases to accrue on the
Notes or portions of them called for redemption.

          If this Note is redeemed subsequent to a Regular Record Date with
respect to any Interest Payment Date specified above and on or prior to such
Interest Payment Date, then any accrued interest will be paid to the person in
whose name this Note is registered at the close of business on such record date.


                                      B-4


          (9)  REDEMPTION OF TRUST SECURITIES. Upon the repayment of the Notes,
whether at maturity, upon any acceleration, earlier redemption or otherwise, the
proceeds from such repayment or payment shall simultaneously be applied to
redeem Trust Securities having an aggregate liquidation amount equal to the
Notes so repaid or redeemed at the applicable redemption price together with
accrued and unpaid distributions through the date of redemption; provided, that
holders of the Trust Securities shall be given not less than 30 nor more than 60
days notice of such redemption. There are no sinking fund payments with respect
to the Notes.

          (10) SUBORDINATION. The payment of the principal of, interest on or
any other amounts due on the Notes is subordinated in right of payment to all
Senior Debt of the Company, as described in the Indenture. Each holder, by
accepting a Note, agrees to such subordination and authorizes and directs the
Trustee on its behalf to take such action as may be necessary or appropriate to
effectuate the subordination so provided and appoints the Trustee as its
attorney-in-fact for such purpose.

           (11) REGISTRATION, TRANSFER, EXCHANGE AND DENOMINATIONS. As provided
in the Indenture and subject to certain limitations therein set forth, the
transfer of this Note is registrable in the Register, upon surrender of this
Note for registration of transfer at the office or agency of the Company in
Chicago, Illinois, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Registrar duly executed by,
the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Notes, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

          The Notes are issuable only in registered form without coupons in
denominations of $1,000 and integral multiples thereof. No service charge shall
be made for any such registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith. Prior to due presentment of this Note
for registration of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name this Note is
registered as the owner hereof for all purposes, whether or not this Note be
overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.

          (12) PERSONS DEEMED OWNERS. Except as provided in Section 3 hereof,
the registered Holder of a Note may be treated as its owner for all purposes.

          (13) UNCLAIMED MONEY. If money for the payment of principal or
interest remains unclaimed for two years, the Trustee and the Paying Agent shall
pay the money back to the Company at its written request. After that, holders of
Notes entitled to the money must look to the Company for payment unless an
abandoned property law designates another Person and all liability of the
Trustee and such Paying Agent with respect to such money shall cease.

          (14) DEFAULTS AND REMEDIES. The Notes shall have the Indenture Events
of Default as set forth in Section 5.1 of the Indenture. Subject to certain
limitations in the Indenture, if an Event of Default occurs and is continuing,
the Trustee by notice to the Company or the holders of not less than 25% in
principal amount of the then outstanding Notes by notice to the Company and the
Trustee may declare all the Notes to be due and payable immediately; provided,
that if the Property Trustee is the sole Holder of the Notes and if upon an
Indenture Event of Default, the Trustee fails to declare the principal of all
the Notes to be immediately due and payable, the holders of 25% of the aggregate
liquidation amount of Trust Preferred Securities then outstanding shall have
such right by a notice in writing to the Company and the Trustee; and upon such
declaration such principal and all accrued interest shall become immediately due
and payable.

          The holders of a majority in principal amount of the Notes then
outstanding by written notice to the Trustee may rescind an acceleration and its
consequences if the rescission would not conflict with any judgment or decree
and if all existing Indenture Events of Default have been cured or waived


                                      B-5


except nonpayment of principal or interest that has become due solely because of
the acceleration. Holders may not enforce the Indenture or the Notes except as
provided in the Indenture. Subject to certain limitations, holders of a majority
in principal amount of the then outstanding Notes issued under the Indenture may
direct the Trustee in its exercise of any trust or power. The Company must
furnish annually compliance certificates to the Trustee. The above description
of Indenture Events of Default and remedies is qualified by reference to, and
subject in its entirety by, the more complete description thereof contained in
the Indenture.

          (15) AMENDMENTS, SUPPLEMENTS AND WAIVERS. The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Company and the rights of the
Holders of the Notes under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of a majority in aggregate principal
amount of the Notes at the time Outstanding. The Indenture also contains
provisions permitting the Holders of specified percentages in aggregate
principal amount of the Notes at the time Outstanding, on behalf of the Holders
of all the Notes, to waive compliance by the Company with certain provisions of
the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Note shall be
conclusive and binding upon such Holder and upon all future Holders of this Note
and of any Note issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Note.

          (16) TRUSTEE DEALINGS WITH THE COMPANY. The Trustee, in its individual
or any other capacity may become the owner or pledgee of the Notes and may
otherwise deal with the Company with the same rights it would have, as if it
were not Trustee, subject to certain limitations provided for in the Indenture
and in the TIA.

          (17) NO RECOURSE AGAINST OTHERS. A director, officer, employee or
stockholder, as such, of the Company shall not have any liability for any
obligations of the Company under the Notes or the Indenture or for any claim
based on, in respect of or by reason of such obligations or their creation. Each
Holder of the Notes by accepting a Note waives and releases all such liability.
The waiver and release are part of the consideration for the issue of the Notes.

          (18) GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE
INDENTURE AND THE NOTES.

          (19) AUTHENTICATION. The Notes shall not be valid until authenticated
by the manual signature of an authorized officer of the Trustee or an
authenticating agent.

          The Company will furnish to any Holder of the Notes upon written
request and without charge a copy of the Indenture. Requests may be made to:

                  CCC Information Services Group Inc.
                  World Trade Center
                  444 Merchandise Mart
                  Chicago, Illinois  60606
                  Attention:  Chief Financial Officer


                                      B-6


                                 ASSIGNMENT FORM


To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to

- ------------------------------------------------------------
(Insert assignee's social security or tax I.D. no.)

- ------------------------------------------------------------
(Print or type assignee's name, address and zip code)

- ------------------------------------------------------------
- ------------------------------------------------------------
- ------------------------------------------------------------

and irrevocably appoint __________________________ agent to transfer this Note
on the books of the Company. The agent may substitute another to act for him.

Your Signature:
               --------------------------------------
(Sign exactly as your name appears on the other side of this Note)

Date:
     -------------------------------

Signature Guarantee:*
                     ---------------------------------------------------------
[INCLUDE THE FOLLOWING IF THE NOTE BEARS A RESTRICTED SECURITIES LEGEND - IN
CONNECTION WITH ANY TRANSFER OF ANY OF THE NOTES EVIDENCED BY THIS CERTIFICATE,
THE UNDERSIGNED CONFIRMS THAT SUCH NOTES ARE BEING]:







- -------------------------
** Signature must be guaranteed by a commercial bank, trust company or member
firm of The New York Stock Exchange, Inc.


                                      B-7


CHECK ONE BOX BELOW

     (1)  [ ]   exchanged for the undersigned's own account without transfer; or

     (2)  [ ]   transferred pursuant to and in compliance with Rule 144 under
the Securities Act of 1933; or

     (3)  [ ]   transferred pursuant to another available exemption from the
registration requirements of the Securities Act of 1933.

          Unless one of the boxes is checked, the Trustee will refuse to
register any of the Notes evidenced by this certificate in the name of any
person other than the registered Holder thereof; PROVIDED, HOWEVER, that if box
(3) is checked, the Trustee may require, prior to registering any such transfer
of the Notes such legal opinions, certifications and other information as the
Company has reasonably requested to confirm that such transfer is being made
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act of 1933, such as the exemption
provided by Rule 144 under such Act.



                                       Signature:
                                                 -----------------------------



                                       Signature Guarantee:**
                                                             -----------------






- -----------------------
* Signature must be guaranteed by a commercial bank, trust company or member
firm of The New York Stock Exchange, Inc.


                                      B-8

EX-5.1

CCC Information Services Group Inc.
CCCISG Capital Trust
June 29, 2001
Page 1




                                                                     EXHIBIT 5.1



                       CCC INFORMATION SERVICES GROUP INC.
                           WORLD TRADE CENTER CHICAGO
                              444 MERCHANDISE MART
                             CHICAGO, ILLINOIS 60654


                                  June 29, 2001

CCC Information Services Group Inc.
CCCISG Capital Trust
World Trade Center Chicago
444 Merchandise Mart
Chicago, Illinois 60654

Ladies and Gentlemen:

         I am General Counsel and Secretary of CCC Information Services Group
Inc., a Delaware corporation (the "Company"). In connection with this
opinion, I or attorneys under my supervision have examined originals or
copies, certified or otherwise identified to my satisfaction, of the
Registration Statement on Form S-3 to which this opinion relates as filed
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"), and any and all
amendments thereto, including post-effective amendments. The Registration
Statement relates to the issuance and sale from time to time, pursuant to
Rule 415 of the General Rules and Regulations promulgated under the
Securities Act, of the following securities of the Company with an aggregate
public offering price of up to $100,000,000: (i) senior or subordinated debt
securities of the Company, in one or more series (the "Debt Securities"),
which may be issued pursuant to the form of one or more indentures relating
to the debt securities (the "Indenture"), proposed to be entered into between
the Company and a trustee (the "Trustee"), filed as an exhibit to the
Registration Statement; (ii) shares of preferred stock, $1.00 par value per
share, of the Company (the "Preferred Stock"), in one or more series; (iii)
shares of common stock, $0.10 par value per share, of the Company ("Common
Stock"); (iv) warrants or other rights ("Warrants or Rights") to purchase
Debt Securities, Preferred Stock, Common Stock or other securities of the
Company as shall be designated by the Company at the time of offering issued
pursuant to one or more warrant agreements (each, a "Warrant or Rights
Agreement") proposed to be entered into between the Company and a warrant or
other applicable agent to be named (the "Warrant Agent"); (v) such
indeterminate amount of Debt Securities and number of shares of Preferred
Stock or Common Stock, as may be issued upon conversion, exchange or exercise
of any Debt Securities, Preferred



CCC Information Services Group Inc.
CCCISG Capital Trust
June 29, 2001
Page 2

Stock or Warrants or Rights, including such shares of Preferred Stock or
Common Stock as may be issued pursuant to anti-dilution adjustments, in
amounts, at prices and on terms to be determined at the time of offering (the
"Indeterminate Stock"); (vi) preferred securities (the "Preferred
Securities") of CCCISG Capital Trust, a statutory business trust formed under
the Business Trust Act of the State of Delaware (the "Trust"), which may be
issued pursuant to the form of Amended and Restated Declaration of Trust of
the Trust (the "Declaration"), the Declaration being among the Company, as
sponsor, a property trustee, a Delaware trustee, and Reid E. Simpson and
Robert Guttman, as administrative trustees, and filed as an exhibit to the
Registration Statement; and (vi) guarantees of the Company (the "Preferred
Securities Guarantees") of the Preferred Securities, which may be issued in
the form of a Preferred Securities Guarantee Agreement of the Trust (the
"Guarantee Agreement"), filed as an exhibit to the Registration Statement and
to be entered into by the Company and a trustee (the "Guarantee Trustee").
The Debt Securities, the Preferred Stock, the Common Stock, the Indeterminate
Stock, the Preferred Securities and the Preferred Securities Guarantees are
collectively referred to herein as the "Offered Securities."

         This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act.

         In connection with this opinion, I or attorneys under my supervision
have examined originals or copies, certified or otherwise identified to my
satisfaction, of (i) the form of Registration Statement relating to the Offered
Securities; (ii) the form of Indenture; (iii) the certificate of trust of the
Trust (the "Certificate of Trust") as filed with the Secretary of State of the
State of Delaware on June 14, 2001; (iv) the form of the Declaration of the
Trust (including the designation of the terms of the Preferred Securities
annexed thereto); (v) the form of the Preferred Securities of the Trust; (vi)
the form of Guarantee Agreement; (vii) the Amended and Restated Certificate of
Incorporation of the Company, as currently in effect (the "Certificate of
Incorporation"); (viii) the Second Amended and Restated By-laws of the Company,
as currently in effect (the "By-laws"); and (ix) certain resolutions adopted to
date by the Board of Directors of the Company (the "Board of Directors")
relating to the registration of Offered Securities. I or attorneys under my
supervision have also examined originals or copies, certified or otherwise
identified to our satisfaction, of such records of the Company and such
agreements, certificates of public officials, certificates of officers or other
representatives of the Company and others, and such other documents,
certificates and records as I have deemed necessary or appropriate as a basis
for the opinion set forth herein.

         In my examination, I have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to me as originals, the conformity to original documents of all
documents submitted to me as certified or photostatic copies and the
authenticity of the originals of such latter documents. In making my examination
of documents executed by parties other than the Company, I have assumed that
such parties had the power, corporate or other, to enter into and perform all
obligations thereunder and have also





CCC Information Services Group Inc.
CCCISG Capital Trust
June 29, 2001
Page 3

assumed the due authorization by all requisite action, corporate or other,
and execution and delivery by such parties of such documents and the validity
and binding effect thereof. As to any facts material to the opinions
expressed herein which I did not independently establish or verify, I have
relied upon oral or written statements and representations of officers and
other representatives of the Company and others. I have also assumed that the
Indentures will be duly authorized, executed and delivered by the Trustees
and that any Debt Securities that may be issued will be manually signed or
countersigned, as the case may be, by duly authorized officers of the
Trustee. I have also assumed that the Declaration of the Trust, the Preferred
Securities of the Trust and the Preferred Securities Guarantee of the Trust,
when executed, will be in substantially the form reviewed by me. In addition,
I have assumed that the terms of the Offered Debt Securities (as defined
below) and the Offered Preferred Securities (as defined below) will have been
established so as not to violate, conflict with or constitute a default under
(i) any agreement or instrument to which the Company or the Trust or their
respective properties is subject, (ii) any law, rule or regulation to which
the Company or the Trust is subject, (iii) any judicial or administrative
order or decree of any governmental authority or (iv) any consent, approval,
license, authorization or validation of, or filing, recording or registration
with, any governmental authority.

         I am admitted to the bar in the State of Illinois, and I do not express
any opinion as to the laws of any other jurisdiction other than the laws of the
United States of America to the extent referred to specifically herein. The
Offered Securities may be issued from time to time on a delayed or continuous
basis, and this opinion is limited to the laws, including the rules and
regulations, as in effect on the date hereof.

         1. With respect to any series of Debt Securities (the "Offered Debt
Securities"), when (i) the Registration Statement, as finally amended (including
all necessary post-effective amendments), has become effective under the
Securities Act and the applicable Indenture has been qualified under the Trust
Indenture Act of 1939, as amended; (ii) an appropriate prospectus supplement or
term sheet with respect to the Offered Debt Securities has been prepared,
delivered and filed in compliance with the Securities Act and the applicable
rules and regulations thereunder; (iii) if the Offered Debt Securities are to be
sold pursuant to a firm commitment underwritten offering, an underwriting
agreement with respect to the Offered Debt Securities has been duly authorized,
executed and delivered by the Company and the other parties thereto; (iv) the
Board of Directors, including any appropriate committee appointed thereby, and
appropriate officers of the Company have taken all necessary corporate action to
approve the issuance and terms of the Offered Debt Securities and related
matters; (v) the terms of the Offered Debt Securities and of their issuance and
sale have been duly established in conformity with the applicable Indenture so
as not to violate any applicable law, the Certificate of Incorporation or the
By-laws or result in a default under or breach of any agreement or instrument
binding upon the Company and so as to comply with any requirement or restriction
imposed by any court or governmental body having jurisdiction over the Company;
and (vi) the Offered Debt Securities have been duly executed and authenticated
in accordance with the provisions of the applicable




CCC Information Services Group Inc.
CCCISG Capital Trust
June 29, 2001
Page 4

Indenture and duly delivered to the purchasers thereof upon payment of the
agreed-upon consideration therefor, the Offered Debt Securities (including
any Debt Securities duly issued upon conversion, exchange or exercise of any
Debt Securities, Preferred Stock, Warrants or Rights), when issued and sold
in accordance with the applicable Indenture and the applicable underwriting
agreement, if any, or any other duly authorized, executed and delivered valid
and binding purchase or agency agreement, will be valid and binding
obligations of the Company, enforceable against the Company in accordance
with their respective terms, except to the extent that enforcement thereof
may be limited by (a) bankruptcy, insolvency, reorganization, fraudulent
conveyance, moratorium or other similar laws now or hereafter in effect
relating to creditors' rights generally, (b) general principles of equity
(regardless of whether enforceability is considered in a proceeding at law or
in equity), (c) public policy considerations which may limit the rights of
parties to obtain further remedies and (d) the waivers of any usury defense
contained in the Indentures which may be unenforceable.

         2. With respect to the shares of any series of Preferred Stock (the
"Offered Preferred Stock"), when (i) the Registration Statement, as finally
amended (including all necessary post-effective amendments), has become
effective under the Securities Act; (ii) an appropriate prospectus supplement or
term sheet with respect to the shares of the Offered Preferred Stock has been
prepared, delivered and filed in compliance with the Securities Act and the
applicable rules and regulations thereunder; (iii) if the Offered Preferred
Stock is to be sold pursuant to a firm commitment underwritten offering, an
underwriting agreement with respect to the shares of the Offered Preferred Stock
has been duly authorized, executed and delivered by the Company and the other
parties thereto; (iv) the Board of Directors, including any appropriate
committee appointed thereby, and appropriate officers of the Company have taken
all necessary corporate action to approve the issuance and terms of the shares
of the Offered Preferred Stock and related matters, including the adoption of a
Certificate of Designation for the Offered Preferred Stock in accordance with
the applicable provisions of Delaware law (the "Certificate of Designation");
(v) the filing of the Certificate of Designation with the Secretary of State of
the State of Delaware has duly occurred; (vi) the terms of the Offered Preferred
Stock and of their issuance and sale have been duly established in conformity
with the Certificate of Incorporation including the Certificate of Designation
relating to the Offered Preferred Stock and the By-laws so as not to violate any
applicable law, the Certificate of Incorporation or the Amended and the By-laws
of or result in a default under or breach of any agreement or instrument binding
upon the Company and so as to comply with any requirement or restriction imposed
by any court or governmental body having jurisdiction over the Company; and
(vii) certificates representing the shares of the Offered Preferred Stock are
duly executed, countersigned, registered and delivered upon payment of the
agreed-upon consideration therefor, the shares of the Offered Preferred Stock
(including any Preferred Stock duly issued upon conversion, exchange or exercise
of any Debt Securities, Preferred Stock, Warrants or Rights), when issued or
sold in accordance with the applicable underwriting agreement or any other duly
authorized, executed and delivered valid and binding purchase or agency
agreement, will be duly authorized, validly issued, fully paid and
nonassessable, provided that the consideration therefor is not less than the par
value thereof.




CCC Information Services Group Inc.
CCCISG Capital Trust
June 29, 2001
Page 5

         3. With respect to any offering of Common Stock (the "Offered Common
Stock"), when (i) the Registration Statement, as finally amended (including all
necessary post-effective amendments), has become effective under the Securities
Act; (ii) an appropriate prospectus supplement or term sheet with respect to the
Offered Common Stock has been prepared, delivered and filed in compliance with
the Securities Act and the applicable rules and regulations thereunder; (iii) if
the Offered Common Stock is to be sold pursuant to a firm commitment
underwritten offering, an underwriting agreement with respect to the Offered
Common Stock has been duly authorized, executed and delivered by the Company and
the other parties thereto; (iv) the Board of Directors, including any
appropriate committee appointed thereby, and appropriate officers of the Company
have taken all necessary corporate action to approve the issuance of the Offered
Common Stock and related matters; (v) the terms of the issuance and sale of the
Offered Common Stock have been duly established in conformity with the
Certificate of Incorporation and the By-laws so as not to violate any applicable
law, the Certificate of Incorporation or the By-laws of the Company or result in
a default under or breach of any agreement or instrument binding upon the
Company and so as to comply with any requirement or restriction imposed by any
court or governmental body having jurisdiction over the Company; and (vi)
certificates representing the shares of Offered Common Stock are duly executed,
countersigned, registered and delivered upon payment of the agreed upon
consideration therefor, the shares of Offered Common Stock (including any Common
Stock duly issued upon conversion, exchange or exercise of any Debt Securities,
Preferred Stock, Warrants or Rights), when issued and sold in accordance with
the applicable underwriting agreement with respect to the Offered Common Stock
or any other duly authorized, executed and delivered valid and binding purchase
or agency agreement, will be duly authorized, validly issued, fully paid and
nonassessable, provided that the consideration therefor is not less than the par
value thereof.

         4. With respect to any offering of Preferred Securities (the "Offered
Preferred Securities"), when (i) the Registration Statement, as finally amended
(including all necessary post-effective amendments), has become effective under
the Act; (ii) an appropriate prospectus with respect to the Offered Preferred
Securities has been prepared, delivered and filed in compliance with the Act and
the applicable rules and regulations thereunder; (iii) the Declaration of the
Trust has been duly executed and delivered by the parties thereto; (iv) the
terms of the Offered Preferred Securities have been established in accordance
with the Declaration; (v) the Offered Preferred Securities have been issued,
executed and authenticated in accordance with the Declaration and delivered and
paid for in the manner contemplated in the Registration Statement or any
prospectus relating thereto; and (vi) if the Offered Preferred Securities are to
be sold pursuant to a firm commitment underwritten offering, the underwriting
agreement with respect to the Offered Preferred Securities has been duly
authorized, executed and delivered by the Trust and the other parties thereto,
the Offered Preferred Securities will be duly authorized for issuance and will
be validly issued, fully paid and nonassessable, representing undivided
beneficial interests in the assets of the Trust and will entitle the holders
thereof to the benefits of the Declaration, except to the extent that
enforcement thereof may be limited by (i) bankruptcy,




CCC Information Services Group Inc.
CCCISG Capital Trust
June 29, 2001
Page 6

insolvency, reorganization, fraudulent conveyance, moratorium or other
similar laws now or hereafter in effect relating to creditors' rights
generally, (ii) general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity) and (c)
public policy considerations which may limit the rights of parties to obtain
further remedies.

         5. With respect to any offering of Preferred Securities Guarantees (the
"Offered Preferred Securities Guarantees"), when (i) the Registration Statement,
as finally amended (including all necessary post-effective amendments), has
become effective under the Securities Act and the Guarantee Agreement has been
qualified under the Trust Indenture Act of 1939, as amended; (ii) an appropriate
prospectus supplement or term sheet with respect to the Offered Preferred
Securities Guarantees has been prepared, delivered and filed in compliance with
the Securities Act and the applicable rules and regulations thereunder; (iii)
the Declaration of the Trust is duly executed and delivered by the parties
thereto; (iv) the terms of the Preferred Securities have been established in
accordance with the Declaration; (v) the Preferred Securities have been issued
and executed in accordance with the Declaration and paid for in the manner
contemplated in the Registration Statement or any prospectus relating thereto;
(vi) if the Preferred Securities are to be sold pursuant to a firm commitment
underwritten offering, an underwriting agreement with respect to the Offered
Preferred Securities Guarantees has been duly authorized, executed and delivered
by the Trust and the other parties thereto; (vii) the Board of Directors,
including any appropriate committee appointed thereby, and appropriate officers
of the Company have taken all necessary corporate action to approve the issuance
and terms of the Offered Preferred Securities Guarantees and related matters;
(viii) the terms of the Offered Preferred Securities Guarantees and of their
issuance and sale have been duly established in conformity with the Guarantee
Agreement so as not to violate any applicable law, the Certificate of
Incorporation or the By-laws or result in a default under or breach of any
agreement or instrument binding upon the Company and so as to comply with any
requirement or restriction imposed by any court or governmental body having
jurisdiction over the Company; and (ix) the Guarantee Agreement has been duly
executed and delivered by the Company and the Guarantee Trustee, the Offered
Preferred Securities Guarantees, when issued and sold in accordance with the
Guarantee Agreement and the applicable underwriting agreement, if any, or any
other duly authorized, executed and delivered valid and binding purchase or
agency agreement, will be valid and binding obligations of the Company,
enforceable against the Company in accordance with their respective terms,
except to the extent that enforcement thereof may be limited by (a) bankruptcy,
insolvency, reorganization, fraudulent conveyance, moratorium or other similar
laws now or hereafter in effect relating to creditors' rights generally, (b)
general principles of equity (regardless of whether enforceability is considered
in a proceeding at law or in equity) and (c) public policy considerations which
may limit the rights of the parties to obtain further remedies.

         6. With respect to any series of Warrants or Rights (the "Offered
Warrants or Rights"), when (i) the Registration Statement, as finally amended
(including all necessary post-effective amendments), has become effective under
the Securities Act; (ii) an appropriate prospectus supplement or term sheet with
respect to the Offered Warrants or Rights has been





CCC Information Services Group Inc.
CCCISG Capital Trust
June 29, 2001
Page 7

prepared, delivered and filed in compliance with the Securities Act and the
applicable rules and regulations thereunder; (iii) if the Offered Warrants or
Rights are to be sold pursuant to a firm commitment underwritten offering, an
underwriting agreement with respect to the Offered Warrants or Rights has
been duly authorized, executed and delivered by the Company and the other
parties thereto; (iv) the Board of Directors, including any appropriate
committee appointed thereby, and appropriate officers of the Company have
taken all necessary corporate action to approve the issuance and terms of the
Offered Warrants or Rights and related matters; (v) the terms of the Offered
Warrants or Rights and of their issuance and sale have been duly established
in conformity with the Warrant or Rights Agreement so as not to violate any
applicable law, the Certificate of Incorporation or the By-laws or result in
a default under or breach of any agreement or instrument binding upon the
Company and so as to comply with any requirement or restriction imposed by
any court or governmental body having jurisdiction over the Company by the
Company and the applicable Warrant Agent; and (vi) the Offered Warrants or
Rights have been duly executed, delivered and countersigned in accordance
with the provisions of the Warrant or Rights Agreement and duly issued and
sold in the applicable form to be filed as an exhibit to the Registration
Statement or any amendment thereto and in the manner contemplated in the
Registration Statement or any prospectus supplement or term sheet relating
thereto, the Offered Warrants or Rights, when issued and sold in accordance
with the applicable Warrant or Rights Agreement and the applicable
underwriting agreement or any other duly authorized, executed and delivered
valid and binding purchase or agency agreement, will be valid and binding
obligations of the Company, enforceable against the Company in accordance
with their respective terms, except to the extent that enforcement thereof
may be limited by (a) bankruptcy, insolvency, reorganization, fraudulent
conveyance, moratorium or other similar laws now or hereafter in effect
relating to creditors' rights generally, (b) general principles of equity
(regardless of whether enforceability is considered in a proceeding at law or
in equity) and (c) public policy considerations which may limit the rights of
parties to obtain further remedies.

         I hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. I also consent to the use of my name
under the caption "Legal Matters" in the Registration Statement. In giving this
consent, I do not thereby admit that I am included in the category of persons
whose consent is required under Section 7 of the Securities Act or the Rules and
Regulations of the Commission promulgated thereunder. This opinion is expressed
as of the date hereof unless otherwise expressly stated, and we disclaim any
undertaking to advise you of any subsequent changes of the facts stated or
assumed herein or any subsequent changes in applicable law.

                                       Very truly yours,

                                       /s/ Robert Guttman

                                       Robert Guttman

EX-12.1

                                                                    EXHIBIT 12.1

              CCC INFORMATION SERVICES GROUP INC. AND SUBSIDIARIES

                       RATIO OF EARNINGS TO FIXED CHARGES
                                 (IN THOUSANDS)



                                                               03/31/01    12/31/00   12/31/99   12/31/98    12/31/97   12/31/96
                                                               --------    --------   --------   --------    --------   --------
                                                                                                      
EARNINGS:

     Pretax income from continuing operations                      (233)     13,563     15,082     20,854      26,349     16,658
     Equity in losses of ChoiceParts investment                     876       2,071         --         --          --         --
                                                               --------    --------   --------   --------    --------   --------

                    SUB-TOTAL                                       643      15,634     15,082     20,854      26,349     16,658
                                                               --------    --------   --------   --------    --------   --------

LESS:

     Preference security dividend requirements of
       consolidated subsidiaries                                     --          --          4        (76)        623      7,617
                                                               --------    --------   --------   --------    --------   --------

                    TOTAL EARNINGS                             $    643    $ 15,634   $ 15,078   $ 20,930    $ 25,726   $  9,041
                                                               ========    ========   ========   ========    ========   ========

FIXED CHARGES:

     Interest expensed                                            1,210       2,989      1,206        172          64      2,274
     Amortized premiums, discounts and capitalized
       expenses related to indebtedness                             191         146        152         80          75        288
     Estimate of interest within rental expense                     725       2,515      2,218      1,687       1,159      1,062
     Preference security dividend requirements of
       consolidated subsidiaries                                     --          --          4        (76)        623      7,617
                                                               --------    --------   --------   --------    --------   --------
                    TOTAL FIXED CHARGES                        $  2,126    $  5,650   $  3,580   $  1,863    $  1,921   $ 11,241
                                                               ========    ========   ========   ========    ========   ========

               EARNINGS PLUS TOTAL FIXED CHARGES               $  2,769    $ 21,284   $ 18,658   $ 22,793    $ 27,647   $ 20,282
                                                               ========    ========   ========   ========    ========   ========

               RATIO OF EARNINGS TO FIXED CHARGES                   1.3         3.8        5.2       12.2        14.4        1.8
                                                               ========    ========   ========   ========    ========   ========

EX-23.1

                                                                 Exhibit 23.1(a)

                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated March 23, 2001, except as to paragraph
3 of Note 15 which is as of April 17, 2001 and as to Note 25 which is as of
April 19, 2001, relating to the financial statements and financial statement
schedule, which appears in CCC Information Services Group Inc.'s Current
Report on Form 8-K, dated June 29, 2001. We also consent to the reference to us
under the heading "Experts" in such Registration Statement.


PRICEWATERHOUSECOOPERS LLP

Chicago, Illinois
June 29, 2001




                                                                 Exhibit 23.1(b)

                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated June 26, 2001, relating to the
financial statements of Enterstand Limited, which appears in CCC Information
Services Group Inc.'s Annual Report on Form 10-K, as amended, for the year
ended December 31, 2000. We also consent to the references to us under the
headings "Experts" in such Registration Statement.


PRICEWATERHOUSECOOPERS LLP

Leicester, England
June 29, 2001