<PAGE>
                                                                    EXHIBIT 4.17

================================================================================
                        AMENDED AND RESTATED DECLARATION

                                    OF TRUST

                              HFC CAPITAL TRUST II

                          Dated as of November 28, 2001
================================================================================




<PAGE>

                                          ARTICLE I

                               INTERPRETATION AND DEFINITIONS
<TABLE>
<CAPTION>

                                                                                           Page
<S>               <C>                                                                      <C>
Section 1.1       Definitions...............................................................2

                                         ARTICLE II

                                        ORGANIZATION

Section 2.1       Name......................................................................9

Section 2.2       Office....................................................................9

Section 2.3       Purpose..................................................................10

Section 2.4       Authority................................................................10

Section 2.5       Title to Property of the Trust...........................................10

Section 2.6       Powers and Duties of the Trustees and the Administrators.................10

Section 2.7       Prohibition of Actions by the Trust and the Trustees.....................15

Section 2.8       Powers and Duties of the Institutional Trustee...........................16

Section 2.9       Certain Duties and Responsibilities of the Trustees and Administrators...17

Section 2.10      Certain Rights of Institutional Trustee..................................19

Section 2.11      Delaware Trustee.........................................................22

Section 2.12      Execution of Documents...................................................22

Section 2.13      Not Responsible for Recitals or Issuance of Securities...................22

Section 2.14      Duration of Trust........................................................22

Section 2.15      Mergers..................................................................22

                                         ARTICLE III

                                           SPONSOR

Section 3.1       Sponsor's Purchase of Common Securities..................................24

Section 3.2       Responsibilities of the Sponsor..........................................24

                                         ARTICLE IV

                                 TRUSTEES AND ADMINISTRATORS

Section 4.1       Number of Trustees.......................................................25

Section 4.2       Delaware Trustee.........................................................25

Section 4.3       Institutional Trustee; Eligibility.......................................25

Section 4.4       Certain Qualifications of the Delaware Trustee Generally.................26

Section 4.5       Administrators...........................................................26
</TABLE>


                                      -i-
<PAGE>

<TABLE>
<S>               <C>                                                                      <C>
Section 4.6       Initial Delaware Trustee.................................................26

Section 4.7       Appointment, Removal and Resignation of Trustees and Administrators......26

Section 4.8       Vacancies Among Trustees.................................................28

Section 4.9       Effect of Vacancies......................................................28

Section 4.10      Meetings of the Trustees and the Administrators..........................29

Section 4.11      Delegation of Power......................................................29

Section 4.12      Conversion, Consolidation or Succession to Business......................29

                                          ARTICLE V

                                        DISTRIBUTIONS

Section 5.1       Distributions............................................................30

                                         ARTICLE VI

                                   ISSUANCE OF SECURITIES

Section 6.1       General Provisions Regarding Securities..................................30

Section 6.2       Paying Agent, Transfer Agent, Calculation Agent and Registrar............31

Section 6.3       Form and Dating..........................................................32

Section 6.4       Mutilated, Destroyed, Lost or Stolen Certificates........................32

Section 6.5       Temporary Securities.....................................................32

Section 6.6       Cancellation.............................................................33

Section 6.7       Rights of Holders; Waivers of Past Defaults..............................33

                                         ARTICLE VII

                            DISSOLUTION AND TERMINATION OF TRUST

Section 7.1       Dissolution and Termination of Trust.....................................35

                                        ARTICLE VIII

                                    TRANSFER OF INTERESTS

Section 8.1       General..................................................................36

Section 8.2       Transfer Procedures and Restrictions.....................................37

Section 8.3       Deemed Security Holders..................................................39

                                   ARTICLE IX

                     LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

Section 9.1       Liability................................................................40

Section 9.2       Exculpation..............................................................40
</TABLE>


                                      -ii-
<PAGE>


<TABLE>
<S>               <C>                                                                      <C>
Section 9.3       Fiduciary Duty...........................................................41

Section 9.4       Indemnification..........................................................41

Section 9.5       Outside Businesses.......................................................44

Section 9.6       Compensation; Fee........................................................44

                                          ARTICLE X

                                         ACCOUNTING

Section 10.1      Fiscal Year..............................................................45

Section 10.2      Certain Accounting Matters...............................................45

Section 10.3      Banking..................................................................46

Section 10.4      Withholding..............................................................46

                                         ARTICLE XI

                                   AMENDMENTS AND MEETINGS

Section 11.1      Amendments...............................................................46

Section 11.2      Meetings of the Holders of Securities; Action by Written Consent.........48

                                         ARTICLE XII

                     REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND DELAWARE TRUSTEE

Section 12.1      Representations and Warranties of Institutional Trustee..................50

Section 12.2      Representations and Warranties of Delaware Trustee.......................51

                                         ARTICLE XIII

                                        MISCELLANEOUS

Section 13.1      Notices..................................................................52

Section 13.2      Governing Law............................................................53

Section 13.3      Submission to Jurisdiction...............................................53

Section 13.4      Intention of the Parties.................................................54

Section 13.5      Headings.................................................................54

Section 13.6      Successors and Assigns...................................................54

Section 13.7      Partial Enforceability...................................................54

Section 13.8      Counterparts.............................................................54
</TABLE>


                                     -iii-
<PAGE>

                              ANNEXES AND EXHIBITS

<TABLE>
<S>               <C>
ANNEX I           Terms of Floating Rate MMCapS(SM)

EXHIBIT A-1       Form of Capital Securities Certificate

EXHIBIT A-2       Form of Common Security Certificate

EXHIBIT B         Form of Transferee Certificate to be Executed by Transferees
                    Other than QIBs

EXHIBIT C         Form of Transferee Certificate to be Executed for QIBs
</TABLE>


iv
<PAGE>

                    AMENDED AND RESTATED DECLARATION OF TRUST

                                       OF

                              HFC Capital Trust II

                                November 28, 2001

               AMENDED AND RESTATED DECLARATION OF TRUST (this "Declaration")
dated and effective as of November 28, 2001, by the Trustees (as defined
herein), the Administrators (as defined herein), the Sponsor (as defined herein)
and the holders, from time to time, of undivided beneficial interests in the
assets of the Trust (as defined herein) to be issued pursuant to this
Declaration;

               WHEREAS, certain of the Trustees, the Administrators and the
Sponsor established HFC Capital Trust II (the "Trust"), a statutory business
trust under the Business Trust Act (as defined herein) pursuant to a Declaration
of Trust dated as of October 12, 2001 (the "Original Declaration"), and a
Certificate of Trust filed with the Secretary of State of the State of Delaware
on November 9, 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 (as defined herein) in connection with the MM Community Funding II, Ltd
transaction;

               WHEREAS, as of the date hereof, no interests in the assets of the
Trust have been issued; and

               WHEREAS, all of the Trustees, the Administrators 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 statutory business trust under the Business Trust Act
and that this Declaration constitutes the governing instrument of such statutory
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 and, in
consideration of the mutual covenants contained herein and other good and
valuable consideration, the receipt of which is hereby acknowledged, the
parties, intending to be legally bound hereby, amend and restate in its entirety
the Original Declaration and agree as follows:


<PAGE>

                                    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 or elsewhere herein have the respective meanings
assigned to them in this Section 1.1 or, if not defined in this Section 1.1 or
elsewhere herein, in the Indenture;

                (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.

               "Additional Interest" has the meaning set forth in Section 3.06
of the Indenture.

               "Administrative Action" has the meaning set forth in paragraph
4(a) of Annex I.

               "Administrators" means each of Simone Lagomarsino, Karen Abajian
and Eileen Lyon, solely in such Person's capacity as Administrator of the Trust
created and continued hereunder and not in such Person's individual capacity, or
such Administrator's successor in interest in such capacity, or any successor
appointed as herein provided.

               "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.



                                       2
<PAGE>

               "Bankruptcy Event" means, with respect to any Person:

               (a) a court having jurisdiction in the premises enters a decree
or order for relief in respect of such Person in an involuntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or appoints a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official of such Person or for any substantial part of
its property, or orders the winding-up or liquidation of its affairs, and such
decree, appointment or order remains unstayed and in effect for a period of 90
consecutive days; or

               (b) such Person commences a voluntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, consents
to the entry of an order for relief in an involuntary case under any such law,
or consents to the appointment of or taking possession by a receiver,
liquidator, assignee, trustee, custodian, sequestrator or other similar official
of such Person of any substantial part of its property, or makes any general
assignment for the benefit of creditors, or fails generally to pay its debts as
they become due.

               "Business Day" means any day other than Saturday, Sunday or any
other day on which banking institutions in Wilmington, Delaware, New York City
or El Segundo, California are permitted or required by any applicable law 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.

               "Calculation Agent" has the meaning set forth in Section 1.01 of
the Indenture.

               "Capital Securities" has the meaning set forth in Section 6.1(a).

               "Capital Security Certificate" means a definitive Certificate
representing a Capital Security substantially in the form of Exhibit A-1.

               "Capital Treatment Event" has the meaning set forth in paragraph
4(a) of Annex I.

               "Certificate" means any certificate evidencing Securities.

               "Certificate of Trust" means the certificate of trust filed with
the Secretary of State of the State of Delaware with respect to the Trust, as
amended and restated from time to time.

               "Closing Date" has the meaning set forth in the Placement
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 Securities" has the meaning set forth in Section 6.1(a).



                                       3
<PAGE>

               "Common Security Certificate" means a definitive Certificate
registered in the name of the Holder representing a Common Security
substantially in the form of Exhibit A-2.

               "Company Indemnified Person" means (a) any Administrator; (b) any
Affiliate of any Administrator; (c) any officers, directors, shareholders,
members, partners, employees, representatives or agents of any Administrator; or
(d) any officer, employee or agent of the Trust or its Affiliates.

               "Comparable Treasury Issue" has the meaning set forth in
paragraph 4(a) of Annex I.

               "Comparable Treasury Price" has the meaning set forth in
paragraph 4(a) of Annex I.

               "Corporate Trust Office" means the office of the Institutional
Trustee at which the corporate trust business of the Institutional Trustee
shall, at any particular time, be principally administered, which office shall
at all times be located in the United States and at the date of execution of
this Declaration is located at Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration.

               "Coupon Rate" has the meaning set forth in paragraph 2(a) of
Annex I.

               "Covered Person" means: (a) any Administrator, 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 Hawthorne Financial Corporation, a
savings and loan holding company incorporated in Delaware, in its capacity as
issuer of the Debentures under the Indenture.

               "Debenture Trustee" means Wilmington Trust Company, a Delaware
banking corporation, not in its individual capacity but solely as trustee under
the Indenture until a successor is appointed thereunder, and thereafter means
such successor trustee.

               "Debentures" means the Floating Rate Junior Subordinated Debt
Securities due 2031 to be issued by the Debenture Issuer under the Indenture.

               "Deferred Interest" means any interest on the Debentures that
would have been overdue and unpaid for more than one Distribution Payment Date
but for the imposition of an Extension Period, and the interest that shall
accrue (to the extent that the payment of such interest is legally enforceable)
on such interest at the Coupon Rate in effect for each such Extension Period,
compounded semi-annually from the date on which such Deferred Interest would
otherwise have been due and payable until paid or made available for payment.



                                       4
<PAGE>

               "Definitive Capital Securities" means any Capital Securities in
definitive form issued by the Trust.

               "Delaware Trustee" has the meaning set forth in Section 4.2.

               "Direct Action" has the meaning set forth in Section 2.8(e).

               "Distribution" means a distribution payable to Holders of
Securities in accordance with Section 5.1.

               "Distribution Payment Date" has the meaning set forth in
paragraph 2(b) of Annex I.

               "Event of Default" means the occurrence of an Indenture Event of
Default.

               "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time, or any successor legislation.

               "Extension Period" has the meaning set forth in paragraph 2(b) of
Annex I.

               "Federal Reserve" means the Board of Governors of the Federal
Reserve System.

               "Fiduciary Indemnified Person" shall mean each of the
Institutional Trustee (including in its individual capacity), the Delaware
Trustee (including in its individual capacity), any Affiliate of the
Institutional Trustee or the Delaware Trustee, and any officers, directors,
shareholders, members, partners, employees, representatives, custodians,
nominees or agents of the Institutional Trustee and the Delaware Trustee.

               "Fiscal Year" has the meaning set forth in Section 10.1.

               "Guarantee" means the guarantee agreement to be dated as of
November 28, 2001, of the Sponsor in respect of the Capital Securities.

               "Holder" means a Person in whose name a Certificate representing
a Security is registered on the register maintained by or on behalf of the
Registrar, 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 November 28, 2001
among the Debenture Issuer and the Debenture Trustee, and any indenture
supplemental thereto pursuant to which the Debentures are to be issued.

               "Indenture Event of Default" means an "Event of Default" as
defined in the Indenture.



                                       5
<PAGE>

               "Institutional Trustee" means the Trustee meeting the eligibility
requirements set forth in Section 4.3.

               "Interest" means any interest due on the Debentures, including
any Deferred Interest and Defaulted Interest (as each such term is defined in
the Indenture).

               "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.

               "Investment Company Event" has the meaning set forth in paragraph
4(a) of Annex I.

               "Legal Action" has the meaning set forth in Section 2.8(e).

               "LIBOR Banking Day" has the meaning set forth in paragraph
2(b)(1) of Annex I.

               "LIBOR Business Day" has the meaning set forth in paragraph
2(b)(1) of Annex I.

               "LIBOR Determination Date" has the meaning set forth in paragraph
2(b)(1) of Annex I.

               "Liquidation" has the meaning set forth in paragraph 3 of Annex
I.

               "Liquidation Distribution" has the meaning set forth in paragraph
3 of Annex I.

               "Majority in liquidation amount of the Securities" means
Holder(s) of outstanding Securities voting together as a single class or, as the
context may require, Holders of outstanding Capital Securities 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 (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.

               "OTS" has the meaning set forth in paragraph 3 of Annex I.

               "Officers' Certificates" 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 it in this Declaration shall include:

                (a)     a statement that each officer signing the Officers'
Certificate has read the covenant or condition and the definitions relating
thereto;



                                       6
<PAGE>

                (b)     a brief statement of the nature and scope of the
examination or investigation undertaken by each officer in rendering the
Officers' Certificate;

                (c)     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

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

               "Paying Agent" has the meaning specified in Section 6.2.

               "Payment Amount" has the meaning set forth in Section 5.1.

               "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.

               "Placement Agreement" means the Placement Agreement relating to
the offering and sale of Capital Securities.

               "PORTAL" has the meaning set forth in Section 2.6(a)(i).

               "Primary Treasury Dealer" has the meaning set forth in paragraph
4(a) of Annex I.

               "Property Account" has the meaning set forth in Section 2.8(c).

               "Pro Rata" has the meaning set forth in paragraph 8 of Annex I.

               "QIB" means a "qualified institutional buyer" as defined under
Rule 144A.

               "Quorum" means a majority of the Administrators or, if there are
only two Administrators, both of them.

               "Quotation Agent" has the meaning set forth in paragraph 4(a) of
Annex I.

               "Redemption/Distribution Notice" has the meaning set forth in
paragraph 4(e) of Annex I.

               "Redemption Price" has the meaning set forth in paragraph 4(a) of
Annex I.

               "Registrar" has the meaning set forth in Section 6.2.

               "Reference Treasury Dealer" has the meaning set forth in
paragraph 4(a) of Annex I.



                                       7
<PAGE>

               "Reference Treasury Dealer Quotations" has the meaning set forth
in paragraph 4(a) of Annex I.

               "Relevant Trustee" has the meaning set forth in Section 4.7(a).

               "Remaining Life" has the meaning set forth in paragraph 4(a) of
Annex I.

               "Responsible Officer" means, with respect to the Institutional
Trustee, any officer within the Corporate Trust Office of the Institutional
Trustee with direct responsibility for the administration of this Declaration,
including any vice-president, any assistant vice-president, any assistant
secretary, the treasurer, any assistant treasurer, any trust officer or other
officer of the Corporate Trust Office of the Institutional 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 8.2(c).

               "Rule 144A" means Rule 144A under the Securities Act.

               "Rule 3a-5" means Rule 3a-5 under the Investment Company Act.

               "Rule 3a-7" means Rule 3a-7 under the Investment Company Act.

               "Securities" means the Common Securities and the Capital
Securities.

               "Securities Act" means the Securities Act of 1933, as amended.

               "Sponsor" means Hawthorne Financial Corporation, a savings and
loan holding company that is a U.S. Person incorporated in Delaware, or any
successor entity in a merger, consolidation or amalgamation that is a U.S.
Person, in its capacity as sponsor of the Trust.

               "Successor Delaware Trustee" has the meaning set forth in Section
4.7(a).

               "Successor Entity" has the meaning set forth in Section 2.15(b).

               "Successor Institutional Trustee" has the meaning set forth in
Section 4.7(a).

               "Successor Securities" has the meaning set forth in Section
2.15(b).

               "Super Majority" has the meaning set forth in paragraph 5(b) of
Annex I.

               "Tax Event" has the meaning set forth in paragraph 4(a) of Annex
I.

               "10% in liquidation amount of the Securities" means Holder(s) of
outstanding Securities voting together as a single class or, as the context may
require, Holders of outstanding



                                       8
<PAGE>

Capital 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 (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.

               "Transfer Agent" has the meaning set forth in Section 6.2.

               "Treasury Rate" has the meaning set forth in paragraph 4(a) of
Annex I.

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

               "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.

               "Trust Property" means (a) the Debentures, (b) any cash on
deposit in, or owing to, the Property Account and (c) all proceeds and rights in
respect of the foregoing and any other property and assets for the time being
held or deemed to be held by the Institutional Trustee pursuant to the trusts of
this Declaration.

               "U.S. Person" means a United States Person as defined a Section
7701(a)(30) of the Code.

                                   ARTICLE II

                                  ORGANIZATION

        Section 2.1 Name. The Trust is named "HFC Capital Trust II," as such
name may be modified from time to time by the Administrators following written
notice to the Institutional Trustee and the 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 Administrators.

        Section 2.2 Office. The address of the principal office of the Trust,
which shall be in a State of the United States or the District of Columbia, is
2381 Rosecrans Avenue, El Segundo, California 90245. On ten Business Days
written notice to the Institutional Trustee and the Holders of the Securities,
the Administrators may designate another principal office, which shall be in a
State of the United States or the District of Columbia.



                                       9
<PAGE>

        Section 2.3 Purpose. The exclusive purposes and functions of the Trust
are (a) to issue and sell the Securities representing undivided beneficial
interests in the assets of the Trust, (b) to invest the gross proceeds from such
sale to acquire the Debentures and (c) except as otherwise limited herein, to
engage in only those other activities incidental thereto that are deemed
necessary or advisable by the Institutional Trustee, including, without
limitation, those activities specified in this Declaration. 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.

        Section 2.4 Authority. Except as specifically provided in this
Declaration, the Institutional Trustee shall have exclusive and complete
authority to carry out the purposes of the Trust. An action taken by a Trustee
on behalf of the Trust and 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. The Administrators shall have only those ministerial duties
set forth herein with respect to accomplishing the purposes of the Trust and are
not intended to be trustees or fiduciaries with respect to the Trust or the
Holders. The Institutional Trustee shall have the right, but shall not be
obligated except as provided in Section 2.6, to perform those duties assigned to
the Administrators.

        Section 2.5 Title to Property of the Trust. Except as provided in
Section 2.8 with respect to the Debentures and the Property 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 2.6 Powers and Duties of the Trustees and the Administrators.

               (a) The Trustees and the Administrators shall conduct the affairs
of the Trust in accordance with the terms of this Declaration. Subject to the
limitations set forth in paragraph (b) of this Section, and in accordance with
the following provisions (i) and (ii), the Administrators and, at the direction
of the Administrators, the Trustees, shall have the authority to enter into all
transactions and agreements determined by the Administrators to be appropriate
in exercising the authority, express or implied, otherwise granted to the
Trustees or the Administrators, as the case may be, under this Declaration, and
to perform all acts in furtherance thereof, including without limitation, the
following:

               (i) Each Administrator shall have the power, duty and authority,
        and is hereby authorized, to act on behalf of the Trust with respect to
        the following matters:

                        (A)     the issuance and sale of the Securities;




                                       10
<PAGE>

                        (B)     to cause the Trust to enter into, and to
                execute, deliver and perform on behalf of the Trust, such
                agreements as may be necessary or desirable in connection with
                the purposes and function of the Trust, including agreements
                with the Paying Agent, a debenture subscription agreement
                between the Trust and the Sponsor and a common securities
                subscription agreement between the Trust and the Sponsor;

                        (C)     ensuring compliance with the Securities Act,
                applicable state securities or blue sky laws;

                        (D)     if and at such time determined by the Sponsor at
                the request of the Holders, assisting in the designation of the
                Capital Securities for trading in the Private Offering, Resales
                and Trading through the Automatic Linkages ("PORTAL") system if
                available;

                        (E)     the sending of notices (other than notices of
                default) and other information regarding the Securities and the
                Debentures to the Holders in accordance with this Declaration,
                including notice of any notice received from the Debenture
                Issuer of its election to defer payments of interest on the
                Debentures by extending the interest payment period under the
                Indenture;

                        (F)     the appointment of a Paying Agent, Transfer
                Agent and Registrar in accordance with this Declaration;

                        (G)     execution and delivery of the Securities in
                accordance with this Declaration;

                        (H)     execution and delivery of closing certificates,
                pursuant to the Placement Agreement and the application for a
                taxpayer identification number;

                        (I)     unless otherwise determined by the Holders of a
                Majority in liquidation amount of the Securities or as otherwise
                required by the Business Trust Act, to execute on behalf of the
                Trust (either acting alone or together with any or all of the
                Administrators) any documents that the Administrators have the
                power to execute pursuant to this Declaration;

                        (J)     the taking of any action incidental to the
                foregoing as the Sponsor or an Administrator may from time to
                time determine is necessary or advisable to give effect to the
                terms of this Declaration for the benefit of the Holders
                (without consideration of the effect of any such action on any
                particular Holder);

                        (K)     to establish a record date with respect to all
                actions to be taken hereunder that require a record date be
                established, including Distributions, voting rights, redemptions
                and exchanges, and to issue relevant notices to the Holders of



                                       11
<PAGE>

                Capital Securities and Holders of Common Securities as to such
                actions and applicable record dates;

                        (L)     to duly prepare and file on behalf of the Trust
                all applicable tax returns and tax information reports that are
                required to be filed with respect to the Trust;

                        (M)     to negotiate the terms of, and the execution and
                delivery of, the Placement Agreement providing for the sale of
                the Capital Securities;

                        (N)     to employ or otherwise engage employees, agents
                (who may be designated as officers with titles), managers,
                contractors, advisors, attorneys and consultants and pay
                reasonable compensation for such services;

                        (O)     to incur expenses that are necessary or
                incidental to carry out any of the purposes of the Trust;

                        (P)     to give the certificate required by Section
                314(a)(4) of the Trust Indenture Act to the Institutional
                Trustee, which certificate may be executed by an Administrator;
                and

                        (Q)     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 each jurisdiction
                (other than the State of Delaware) in which such existence is
                necessary to protect the limited liability of the Holders of the
                Capital Securities or to enable the Trust to effect the purposes
                for which the Trust was created.

                (ii)    As among the Trustees and the Administrators, the
        Institutional Trustee shall have the power, duty and authority, and is
        hereby authorized, to act on behalf of the Trust with respect to the
        following matters:

                        (A)     the establishment of the Property Account;

                        (B)     the receipt of the Debentures;

                        (C)     the collection of interest, principal and any
                other payments made in respect of the Debentures in the Property
                Account;

                        (D)     the distribution through the Paying Agent of
                amounts owed to the Holders in respect of the Securities;

                        (E)     the exercise of all of the rights, powers and
                privileges of a holder of the Debentures;



                                       12
<PAGE>

                        (F)     the sending of notices of default and other
                information regarding the Securities and the Debentures to the
                Holders in accordance with this Declaration;

                        (G)     the distribution of the Trust Property in
                accordance with the terms of this Declaration;

                        (H)     to the extent provided in this Declaration, the
                winding up of the affairs of and liquidation of the Trust and
                the preparation, execution and filing of the certificate of
                cancellation with the Secretary of State of the State of
                Delaware;

                        (I)     after any Event of Default (of which the
                Institutional Trustee has knowledge (as provided in Section
                2.10(m) hereof)) (provided, that such Event of Default is not by
                or with respect to the Institutional Trustee), the taking of any
                action incidental to the foregoing as the Institutional Trustee
                may from time to time determine is necessary or advisable to
                give effect to the terms of this Declaration and protect and
                conserve the Trust Property for the benefit of the Holders
                (without consideration of the effect of any such action on any
                particular Holder);

                        (J)     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
                to protect the limited liability of the Holders of the Capital
                Securities or to enable the Trust to effect the purposes for
                which the Trust was created; and

                        (K)     to undertake any actions set forth in Section
                317(a) of the Trust Indenture Act.

                (iii)   The Institutional Trustee shall have the power and
        authority, and is hereby authorized, to act on behalf of the Trust with
        respect to any of the duties, liabilities, powers or the authority of
        the Administrators set forth in Section 2.6(a)(i)(E) and (F) herein but
        shall not have a duty to do any such act unless specifically requested
        to do so in writing by the Sponsor, and shall then be fully protected in
        acting pursuant to such written request; and in the event of a conflict
        between the action of the Administrators and the action of the
        Institutional Trustee, the action of the Institutional Trustee shall
        prevail.

                (b)     So long as this Declaration remains in effect, the Trust
(or the Trustees or Administrators acting on behalf of the Trust) shall not
undertake any business, activities or transaction except as expressly provided
herein or contemplated hereby. In particular, neither the Trustees nor the
Administrators may cause the Trust to (i) acquire any investments or engage in
any activities not authorized by this Declaration, (ii) sell, assign, transfer,
exchange, mortgage, pledge, set-off or otherwise dispose of any of the Trust
Property or interests therein, including to Holders, except as expressly
provided herein, (iii) take any action that would cause (or in the



                                       13
<PAGE>

case of the Institutional Trustee, to the actual knowledge of a Responsible
Officer would cause) the Trust to fail or cease to qualify as a "grantor trust"
for United States federal income tax purposes, (iv) incur any indebtedness for
borrowed money or issue any other debt or (v) take or consent to any action that
would result in the placement of a lien on any of the Trust Property. The
Institutional Trustee shall, at the sole cost and expense of the Trust subject
to reimbursement under Section 9.6(b), defend all claims and demands of all
Persons at any time claiming any lien on any of the Trust Property adverse to
the interest of the Trust or the Holders in their capacity as Holders.

                (c)     In connection with the issuance and sale of the Capital
Securities, the Sponsor shall have the right and responsibility to assist the
Trust with respect to, or effect on behalf of the Trust, the following (and any
actions taken by the Sponsor in furtherance of the following prior to the date
of this Declaration are hereby ratified and confirmed in all respects):

                (i)     the taking of any action necessary to obtain an
        exemption from the Securities Act;

                (ii)    the determination of the States in which to take
        appropriate action to qualify or register for sale all or part of the
        Capital Securities and the determination of any and all such acts, other
        than actions which must be taken by or on behalf of the Trust, and the
        advisement of and direction to the Trustees of actions they must take on
        behalf of the Trust, and the preparation for execution and filing of any
        documents to be executed and filed by the Trust or on behalf of the
        Trust, as the Sponsor deems necessary or advisable in order to comply
        with the applicable laws of any such States in connection with the sale
        of the Capital Securities; and

                (iii)   the taking of any other actions necessary or desirable
        to carry out any of the foregoing activities.

                (d)     Notwithstanding anything herein to the contrary, the
Administrators, the Institutional Trustee and the Holders of a Majority in
liquidation amount of the Common Securities are authorized and directed to
conduct the affairs of the Trust and to operate the Trust so that (i) the Trust
will not be deemed to be an "investment company" required to be registered under
the Investment Company Act (in the case of the Institutional Trustee, to the
actual knowledge of a Responsible Officer), and (ii) the Trust will not fail to
be classified as a grantor trust for United States federal income tax
purposes(in the case of the Institutional Trustee, to the actual knowledge of a
Responsible Officer) and (iii) the Trust will not take any action inconsistent
with the treatment of the Debentures as indebtedness of the Debenture Issuer for
United States federal income tax purposes (in the case of the Institutional
Trustee, to the actual knowledge of a Responsible Officer). In this connection,
the Institutional Trustee, the Administrators and the Holders of a Majority in
liquidation amount of the Common Securities are authorized to take any action,
not inconsistent with applicable laws or this Declaration, as amended from time
to time, that each of the Institutional Trustee, the Administrators and such
Holders determine in their discretion to be necessary or desirable for such
purposes, even if such action adversely affects the interests of the Holders of
the Capital Securities.



                                       14
<PAGE>

                (e)     All expenses incurred by the Administrators or the
Trustees pursuant to this Section 2.6 shall be reimbursed by the Sponsor, and
the Trustees shall have no obligations with respect to such expenses.

                (f)     The assets of the Trust shall consist of the Trust
Property.

                (g)     Legal title to all Trust Property shall be vested at all
times in the Institutional Trustee (in its capacity as such) and shall be held
and administered by the Institutional Trustee for the benefit of the Trust in
accordance with this Declaration.

                (h)     If the Institutional Trustee or any Holder has
instituted any proceeding to enforce any right or remedy under this Declaration
and such proceeding has been discontinued or abandoned for any reason, or has
been determined adversely to the Institutional Trustee or to such Holder, then
and in every such case the Sponsor, the Institutional 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 rights
and remedies of the Institutional Trustee and the Holders shall continue as
though no such proceeding had been instituted.

        Section 2.7 Prohibition of Actions by the Trust and the Trustees.

                The Trust shall not, and the Institutional Trustee and the
Administrators shall not, and the Administrators 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 Institutional Trustee and the
Administrators shall not cause the Trust to:

                (a)     invest any proceeds received by the Trust from holding
the Debentures, but shall distribute all such proceeds to Holders of the
Securities pursuant to the terms of this Declaration and of the Securities;

                (b)     acquire any assets other than as expressly provided
herein;

                (c)     possess Trust Property for other than a Trust purpose;

                (d)     make any loans or incur any indebtedness other than
loans represented by the Debentures;

                (e)     possess any power or otherwise act in such a way as to
vary the Trust Property or the terms of the Securities;

                (f)     issue any securities or other evidences of beneficial
ownership of, or beneficial interest in, the Trust other than the Securities; or

                (g)     other than as provided in this Declaration (including
Annex I), (i) direct the time, method and place of exercising any trust or power
conferred upon the Debenture Trustee with respect to the Debentures, (ii) waive
any past default that is waivable under the Indenture, (iii) exercise any right
to rescind or annul any declaration that the principal of all the



                                       15
<PAGE>

Debentures shall be due and payable, or (iv) consent to any amendment,
modification or termination of the Indenture or the Debentures where such
consent shall be required unless the Trust shall have received a written opinion
of counsel experienced in such matters to the effect that such amendment,
modification or termination will not cause the Trust to cease to be classified
as a grantor trust for United States federal income tax purposes.

        Section 2.8 Powers and Duties of the Institutional Trustee.

                (a)     The legal title to the Debentures shall be owned by and
held of record in the name of the Institutional Trustee in trust for the benefit
of the Trust. The right, title and interest of the Institutional Trustee to the
Debentures shall vest automatically in each Person who may hereafter be
appointed as Institutional Trustee in accordance with Section 4.7. 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 Institutional Trustee shall not transfer its right,
title and interest in the Debentures to the Administrators or to the Delaware
Trustee.

                (c)     The Institutional Trustee shall:

                (i)     establish and maintain a segregated non-interest bearing
        trust account (the "Property Account") in the United States (as defined
        in Treasury Regulations section 301.7701-7), in the name of and under
        the exclusive control of the Institutional Trustee, and maintained in
        the Institutional Trustee's trust department, on behalf of the Holders
        of the Securities and, upon the receipt of payments of funds made in
        respect of the Debentures held by the Institutional Trustee, deposit
        such funds into the Property Account and make payments to the Holders of
        the Capital Securities and Holders of the Common Securities from the
        Property Account in accordance with Section 5.1. Funds in the Property
        Account shall be held uninvested until disbursed in accordance with this
        Declaration;

                (ii)    engage in such ministerial activities as shall be
        necessary or appropriate to effect the redemption of the Capital
        Securities and the Common Securities to the extent the Debentures are
        redeemed or mature; and

                (iii)   upon written notice of distribution issued by the
        Administrators in accordance with the terms of the Securities, engage in
        such ministerial activities as shall be necessary or appropriate to
        effect the distribution of the Debentures to Holders of Securities upon
        the occurrence of certain circumstances pursuant to the terms of the
        Securities.

                (d)     The Institutional Trustee shall take all actions and
perform such duties as may be specifically required of the Institutional Trustee
pursuant to the terms of the Securities.



                                       16
<PAGE>

                (e)     The Institutional Trustee may bring or defend, pay,
collect, compromise, arbitrate, resort to legal action with respect to, or
otherwise adjust claims or demands of or against, the Trust (a "Legal Action")
which arise out of or in connection with an Event of Default of which a
Responsible Officer of the Institutional Trustee has actual knowledge or the
Institutional Trustee's duties and obligations under this Declaration or the
Trust Indenture Act; provided, however, that 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 (or in the case of redemption, on the
redemption date), then a Holder of the Capital 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 Capital Securities of such Holder (a "Direct Action")
on or after the respective due date specified in the Debentures. In connection
with such Direct Action, the rights of the Holders of the Common Securities will
be subrogated to the rights of such Holder of the Capital Securities to the
extent of any payment made by the Debenture Issuer to such Holder of the Capital
Securities in such Direct Action; provided, however, that a Holder of the
Capital Securities may exercise such right of subrogation only so long as an
Event of Default with respect to the Capital Securities has occurred and is
continuing.

                (f)     The Institutional 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 the Securities
pursuant to the terms of the Securities and this Declaration (including Annex
I); or

                (ii)    a Successor Institutional Trustee has been appointed and
has accepted that appointment in accordance with Section 4.7.

                (g)     The Institutional Trustee shall have the legal power to
exercise all of the rights, powers and privileges of a Holder of the Debentures
under the Indenture and, if an Event of Default occurs and is continuing, the
Institutional Trustee may, 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 this Declaration (including Annex I) and the terms of the
Securities.

                The Institutional Trustee must exercise the powers set forth in
this Section 2.8 in a manner that is consistent with the purposes and functions
of the Trust set out in Section 2.3, and the Institutional Trustee shall not
take any action that is inconsistent with the purposes and functions of the
Trust set out in Section 2.3.

        Section 2.9 Certain Duties and Responsibilities of the Trustees and
Administrators.

                (a)     The Institutional Trustee, before the occurrence of any
Event of Default (of which the Institutional Trustee has knowledge (as provided
in Section 2.10(m) hereof)) and after the curing 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 shall be
read



                                       17
<PAGE>

into this Declaration against the Institutional Trustee. In case an Event of
Default (of which the Institutional Trustee has knowledge (as provided in
Section 2.10(m) hereof)), has occurred (that has not been cured or waived
pursuant to Section 6.7), the Institutional 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) The duties and responsibilities of the Trustees and the
Administrators shall be as provided by this Declaration and, in the case of the
Institutional Trustee, by the Trust Indenture Act. Notwithstanding the
foregoing, no provision of this Declaration shall require any Trustee or
Administrator 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 satisfactory to it
against such risk or liability is not reasonably assured to it. Whether or not
therein expressly so provided, every provision of this Declaration relating to
the conduct or affecting the liability of or affording protection to the
Trustees or Administrators shall be subject to the provisions of this Article.
Nothing in this Declaration shall be construed to release a Trustee from
liability for its own negligent action, its own negligent failure to act, or its
own willful misconduct. Nothing in this Declaration shall be construed to
release an Administrator from liability for its own gross negligent action, its
own gross negligent failure to act, or its own willful misconduct. To the extent
that, at law or in equity, a Trustee or an Administrator has duties and
liabilities relating to the Trust or to the Holders, such Trustee or
Administrator shall not be liable to the Trust or to any Holder for such
Trustee's or Administrator's 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 the Administrators or the Trustees
otherwise existing at law or in equity, are agreed by the Sponsor and the
Holders to replace such other duties and liabilities of the Administrators or
the Trustees.

               (c) All payments made by the Institutional Trustee or a Paying
Agent in respect of the Securities shall be made only from the revenue and
proceeds from the Trust Property and only to the extent that there shall be
sufficient revenue or proceeds from the Trust Property to enable the
Institutional Trustee or a Paying Agent to make payments in accordance with the
terms hereof. Each Holder, by its acceptance of a Security, agrees that it will
look solely to the revenue and proceeds from the Trust Property to the extent
legally available for distribution to it as herein provided and that the
Trustees and the Administrators are not personally liable to it for any amount
distributable in respect of any Security or for any other liability in respect
of any Security. This Section 2.9(c) does not limit the liability of the
Trustees expressly set forth elsewhere in this Declaration or, in the case of
the Institutional Trustee, in the Trust Indenture Act.

               (d) No provision of this Declaration shall be construed to
relieve the Institutional Trustee from liability for its own negligent action,
its own negligent failure to act, or its own willful misconduct with respect to
matters that are within the authority of the Institutional Trustee under this
Declaration, except that:



                                       18
<PAGE>

                (i)     the Institutional Trustee shall not be liable for any
        error or judgment made in good faith by an Authorized Officer of the
        Institutional Trustee, unless it shall be proved that the Institutional
        Trustee was negligent in ascertaining the pertinent facts;

                (ii)    the Institutional 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 Capital Securities or the Common
        Securities, as applicable, relating to the time, method and place of
        conducting any proceeding for any remedy available to the Institutional
        Trustee, or exercising any trust or power conferred upon the
        Institutional Trustee under this Declaration;

                (iii)   the Institutional Trustee's sole duty with respect to
        the custody, safe keeping and physical preservation of the Debentures
        and the Property Account shall be to deal with such property in a
        similar manner as the Institutional Trustee deals with similar property
        for its own account, subject to the protections and limitations on
        liability afforded to the Institutional Trustee under this Declaration
        and the Trust Indenture Act;

                (iv)    the Institutional 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; and money held by the Institutional Trustee
        need not be segregated from other funds held by it except in relation to
        the Property Account maintained by the Institutional Trustee pursuant to
        Section 2.8(c)(i) and except to the extent otherwise required by law;
        and

                (v)     the Institutional Trustee shall not be responsible for
        monitoring the compliance by the Administrators or the Sponsor with
        their respective duties under this Declaration, nor shall the
        Institutional Trustee be liable for any default or misconduct of the
        Administrators or the Sponsor.

        Section 2.10 Certain Rights of Institutional Trustee. Subject to the
provisions of Section 2.9:

                (a)     the Institutional Trustee may conclusively rely and
shall fully be protected in acting or refraining from acting in good faith upon
any resolution, written opinion of counsel, certificate, written representation
of a Holder or transferee, certificate of auditors or any other certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, appraisal, 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;

                (b)     if (i) in performing its duties under this Declaration,
the Institutional Trustee is required to decide between alternative courses of
action, (ii) in construing any of the provisions of this Declaration, the
Institutional Trustee finds the same ambiguous or inconsistent with any other
provisions contained herein, or (iii) the Institutional Trustee is unsure of the
application of any provision of this Declaration, then, except as to any matter
as to which the Holders of Capital Securities are entitled to vote under the
terms of this Declaration, the



                                       19
<PAGE>

Institutional Trustee may deliver a notice to the Sponsor requesting the
Sponsor's opinion as to the course of action to be taken and the Institutional
Trustee shall take such action, or refrain from taking such action, as the
Institutional Trustee in its sole discretion shall deem advisable and in the
best interests of the Holders, in which event the Institutional Trustee shall
have no liability except for its own negligence or willful misconduct;

                (c)     any direction or act of the Sponsor or the
Administrators contemplated by this Declaration shall be sufficiently evidenced
by an Officers' Certificate;

                (d)     whenever in the administration of this Declaration, the
Institutional Trustee shall deem it desirable that a matter be proved or
established before undertaking, suffering or omitting any action hereunder, the
Institutional Trustee (unless other evidence is herein specifically prescribed)
may, in the absence of bad faith on its part, request and conclusively rely upon
an Officers' Certificate which, upon receipt of such request, shall be promptly
delivered by the Sponsor or the Administrators;

                (e)     the Institutional 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 reregistration thereof;

                (f)     the Institutional Trustee may consult with counsel of
its selection (which counsel may be counsel to the Sponsor or any of its
Affiliates) and the advice of such 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 and in accordance with
such advice; the Institutional Trustee shall have the right at any time to seek
instructions concerning the administration of this Declaration from any court of
competent jurisdiction;

                (g)     the Institutional 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 of the Holders pursuant to this Declaration, unless
such Holders shall have offered to the Institutional Trustee security or
indemnity reasonably satisfactory to it against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or
direction; provided, that nothing contained in this Section 2.10(g) shall be
taken to relieve the Institutional Trustee, upon the occurrence of an Event of
Default (of which the Institutional Trustee has knowledge (as provided in
Section 2.10(m) hereof)) that has not been cured or waived, of its obligation to
exercise the rights and powers vested in it by this Declaration;

                (h)     the Institutional 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, consent, order,
approval, bond, debenture, note or other evidence of indebtedness or other paper
or document, unless requested in writing to do so by one or more Holders, but
the Institutional Trustee may make such further inquiry or investigation into
such facts or matters as it may see fit;



                                       20
<PAGE>

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

                (j)     whenever in the administration of this Declaration the
Institutional Trustee shall deem it desirable to receive instructions with
respect to enforcing any remedy or right or taking any other action hereunder,
the Institutional Trustee (i) may request instructions from the Holders of the
Common Securities and the Capital Securities, which instructions may be given
only by the Holders of the same proportion in liquidation amount of the Common
Securities and the Capital Securities as would be entitled to direct the
Institutional Trustee under the terms of the Common Securities and the Capital
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 fully protected in acting in
accordance with such instructions;

                (k)     except as otherwise expressly provided in this
Declaration, the Institutional Trustee shall not be under any obligation to take
any action that is discretionary under the provisions of this Declaration;

                (l)     when the Institutional Trustee incurs expenses or
renders services in connection with a Bankruptcy Event, such expenses (including
the fees and expenses of its counsel) and the compensation for such services are
intended to constitute expenses of administration under any bankruptcy law or
law relating to creditors rights generally;

                (m)     the Institutional Trustee shall not be charged with
knowledge of an Event of Default unless a Responsible Officer of the
Institutional Trustee has actual knowledge of such event or the Institutional
Trustee receives written notice of such event from any Holder, except with
respect to an Event of Default pursuant to Sections 5.01(a) or 5.01(b) of the
Indenture (other than an Event of Default resulting from the default in the
payment of Additional Interest or premium, if any, if the Institutional Trustee
does not have actual knowledge or written notice that such payment is due and
payable), of which the Institutional Trustee shall be deemed to have knowledge;

                (n)     any action taken by the Institutional Trustee or its
agents hereunder shall bind the Trust and the Holders of the Securities, and the
signature of the Institutional 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 Institutional 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 Institutional Trustee's or its
agent's taking such action; and

                (o)     no provision of this Declaration shall be deemed to
impose any duty or obligation on the Institutional 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
Institutional Trustee shall be unqualified or incompetent in accordance with
applicable


                                       21
<PAGE>

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 Institutional
Trustee shall be construed to be a duty.

        Section 2.11 Delaware Trustee. Notwithstanding any other provision of
this Declaration other than Section 4.2, the Delaware Trustee shall not be
entitled to exercise any powers, nor shall the Delaware Trustee have any of the
duties and responsibilities of any of the Trustees or the Administrators
described in this Declaration (except as may be required under the Business
Trust Act). Except as set forth in Section 4.2, 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 2.12 Execution of Documents. Unless otherwise determined in
writing by the Institutional Trustee, and except as otherwise required by the
Business Trust Act, the Institutional Trustee, or any one or more of the
Administrators, as the case may be, is authorized to execute and deliver on
behalf of the Trust any documents, agreements, instruments or certificates that
the Trustees or the Administrators, as the case may be, have the power and
authority to execute pursuant to Section 2.6.

        Section 2.13 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, the
Debentures or the Securities.

        Section 2.14 Duration of Trust. The Trust, unless dissolved pursuant to
the provisions of Article VII hereof, shall have existence for thirty-five (35)
years from the Closing Date.

        Section 2.15  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 corporation or other Person, except as
described in this Section 2.15(b) and (c) and except with respect to the
distribution of Debentures to Holders of Securities pursuant to Section
7.1(a)(iv) of the Declaration or Section 4 of Annex I.

                (b)     The Trust may, with the consent of the Administrators
(which consent will not be unreasonably withheld) and without the consent of the
Institutional Trustee, the Delaware Trustee or the Holders of the Capital
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 a trust organized as such under the laws of any
State; provided, that:

                (i) if the Trust is not the survivor, such successor entity (the
"Successor Entity") either:



                                       22
<PAGE>

                        (A)     expressly assumes all of the obligations of the
                Trust under the Securities; or

                        (B)     substitutes for the Securities other securities
                having substantially the same terms as the Securities (the
                "Successor Securities") so that the Successor Securities rank
                the same as the Securities rank with respect to Distributions
                and payments upon Liquidation, redemption and otherwise;

                (ii)    the Sponsor expressly appoints, as the holder of the
        Debentures, a trustee of the Successor Entity that possesses the same
        powers and duties as the Institutional Trustee;

                (iii)   the Capital Securities or any Successor Securities
        (excluding any securities substituted for the Common Securities) are
        listed, or any Successor Securities will be listed upon notification of
        issuance, on any national securities exchange or with another
        organization on which the Capital Securities are then listed or quoted,
        if any;

                (iv)    such merger, consolidation, amalgamation, replacement,
        conveyance, transfer or lease does not cause the Capital Securities
        (including any Successor Securities) to be downgraded by any nationally
        recognized statistical rating organization, if the Capital Securities
        are then rated;

                (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) in any material respect (other than with
        respect to any dilution of such Holders' interests in the Successor
        Entity as a result of such merger, consolidation, amalgamation or
        replacement);

                (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 Trust has received a
        written 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 Successor 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



                                       23
<PAGE>

                        (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 guarantees the obligations of such Successor
        Entity under the Successor Securities to the same extent provided by the
        Guarantee, the Debentures and this Declaration; and

                (ix)    prior to such merger, consolidation, amalgamation,
        replacement, conveyance, transfer or lease, the Institutional Trustee
        shall have received an Officers' Certificate of the Administrators and
        an opinion of counsel, each to the effect that all conditions precedent
        of this paragraph (b) to such transaction have been satisfied.

                (c)     Notwithstanding Section 2.15(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, or
convey, transfer or lease its properties and assets as an entirety or
substantially as an entirety to, any other Person or permit any other Person 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 as other than a
grantor trust for United States federal income tax purposes.

                                   ARTICLE III

                                     SPONSOR

        Section 3.1 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% of the capital of the Trust, at the
same time as the Capital Securities are sold.

        Section 3.2 Responsibilities of the Sponsor. In connection with the
issue and sale of the Capital Securities, the Sponsor shall have the exclusive
right and responsibility to engage in, or direct the Administrators to engage
in, the following activities:

                (a)     to determine the States in which to take appropriate
action to qualify or register for sale of all or part of the Capital 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 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;

                (b)     to prepare for filing and request the Administrators to
cause the filing by the Trust, as may be appropriate, of an application to the
PORTAL system, for listing or quotation upon notice of issuance of any Capital
Securities, as requested by the Holders of not less than a Majority in
liquidation amount of the Capital Securities; and



                                       24
<PAGE>

                (c)     to negotiate the terms of and/or execute and deliver on
behalf of the Trust, the Placement Agreement and other related agreements
providing for the sale of the Capital Securities.

                                   ARTICLE IV

                           TRUSTEES AND ADMINISTRATORS

        Section 4.1 Number of Trustees. The number of Trustees initially shall
be two, 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 Holder of a Majority in
liquidation amount of the Common Securities voting as a class at a meeting of
the Holder of the Common Securities; provided, however, that there shall be a
Delaware Trustee if required by Section 4.2; and there shall always be one
Trustee who shall be the Institutional Trustee, and such Trustee may also serve
as Delaware Trustee if it meets the applicable requirements, in which case
Section 2.11 shall have no application to such entity in its capacity as
Institutional Trustee.

        Section 4.2 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 is organized
under the laws of the United States or any State thereof or the District of
Columbia, has its principal place of business in the State of Delaware, and
otherwise meets the requirements of applicable law, including Section 3807 of
the Business Trust Act.

        Section 4.3 Institutional Trustee; Eligibility. There shall at all times
be one Trustee which shall act as Institutional Trustee which shall:

                (i)     not be an Affiliate of the Sponsor;

                (ii)    not offer or provide credit or credit enhancement to the
        Trust; and

                (iii)   be a banking corporation organized and doing business
        under the laws of the United States of America or any State thereof or
        of the District of Columbia and authorized under such laws to exercise
        corporate trust powers, having a combined capital and surplus of at
        least fifty million U.S. dollars ($50,000,000), and subject to
        supervision or examination by federal, State 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




                                       25
<PAGE>

        Section 4.3(a)(iii), 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 Institutional Trustee shall cease to
be eligible to so act under Section 4.3(a), the Institutional Trustee shall
immediately resign in the manner and with the effect set forth in Section
4.7(a).

                (c)     If the Institutional Trustee has or shall acquire any
"conflicting interest" within the meaning of Section 310(b) of the Trust
Indenture Act, the Institutional Trustee shall either eliminate such interest or
resign, to the extent and in the manner provided by, and subject to this
Declaration.

                (d)     The initial Institutional Trustee shall be Wilmington
Trust Company.

        Section 4.4 Certain Qualifications of the Delaware Trustee Generally.
The Delaware Trustee shall be a U.S. Person and 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 4.5 Administrators. Each Administrator shall be a U.S. Person.
There shall at all times be at least one Administrator.

               Except where a requirement for action by a specific number of
Administrators is expressly set forth in this Declaration and except with
respect to any action the taking of which is the subject of a meeting of the
Administrators, any action required or permitted to be taken by the
Administrators may be taken by, and any power of the Administrators may be
exercised by, or with the consent of, any one such Administrator acting alone.

        Section 4.6 Initial Delaware Trustee. The initial Delaware Trustee shall
be Wilmington Trust Company.

        Section 4.7 Appointment, Removal and Resignation of Trustees and
Administrators.

                (a)     No resignation or removal of any Trustee (the "Relevant
Trustee") and no appointment of a successor Trustee pursuant to this Article
shall become effective until the acceptance of appointment by the successor
Trustee in accordance with the applicable requirements of this Section 4.7.

        Subject to the immediately preceding paragraph, a Relevant Trustee may
resign at any time by giving written notice thereof to the Holders of the
Securities and by appointing a successor Relevant Trustee. Upon the resignation
of the Institutional Trustee, the Institutional Trustee shall appoint a
successor by requesting from at least three Persons meeting the eligibility
requirements, its expenses and charges to serve as the successor Institutional
Trustee on a form provided by the Administrators, and selecting the Person who
agrees to the lowest expense and charges (the "Successor Institutional
Trustee"). If the instrument of acceptance by the successor



                                       26
<PAGE>

Relevant Trustee required by Section 4.7 shall not have been delivered to the
Relevant Trustee within 60 days after the giving of such notice of resignation
or delivery of the instrument of removal, the Relevant Trustee may petition, at
the expense of the Trust, any federal, State or District of Columbia court of
competent jurisdiction for the appointment of a successor Relevant Trustee. Such
court may thereupon, after prescribing such notice, if any, as it may deem
proper, appoint a Relevant Trustee. The Institutional Trustee shall have no
liability for the selection of such successor pursuant to this Section 4.7.

               Unless an Event of Default shall have occurred and be continuing,
any Trustee may be removed at any time by an act of the Holder of a Majority in
liquidation amount of the Common Securities. If any Trustee shall be so removed,
the Holders of the Common Securities, by act of the Holders of a Majority in
liquidation amount of the Common Securities then outstanding delivered to the
Relevant Trustee, shall promptly appoint a successor Relevant Trustee, and such
successor Trustee shall comply with the applicable requirements of this Section
4.7. If an Event of Default shall have occurred and be continuing, the
Institutional Trustee or the Delaware Trustee, or both of them, may be removed
by the act of the Holders of a Majority in liquidation amount of the Capital
Securities, delivered to the Relevant Trustee (in its individual capacity and on
behalf of the Trust). If any Trustee shall be so removed, the Holders of Capital
Securities, by act of the Holders of a Majority in liquidation amount of the
Capital Securities then outstanding delivered to the Relevant Trustee, shall
promptly appoint a successor Relevant Trustee or Trustees, and such successor
Trustee shall comply with the applicable requirements of this Section 4.7. If no
successor Relevant Trustee shall have been so appointed by the Holders of a
Majority in liquidation amount of the Capital Securities and accepted
appointment in the manner required by this Section 4.7, within 30 days after
delivery of an instrument of removal, the Relevant Trustee or any Holder who has
been a Holder of the Securities for at least six months may, on behalf of
himself and all others similarly situated, petition any federal, State or
District of Columbia court of competent jurisdiction for the appointment of a
successor Relevant Trustee. Such court may thereupon, after prescribing such
notice, if any, as it may deem proper, appoint a successor Relevant Trustee or
Trustees.

               The Institutional Trustee shall give notice of each resignation
and each removal of a Trustee and each appointment of a successor Trustee to all
Holders in the manner provided in Section 4.7(b) and shall give notice to the
Sponsor. Each notice shall include the name of the successor Relevant Trustee
and the address of its Corporate Trust Office if it is the Institutional
Trustee.

               Notwithstanding the foregoing or any other provision of this
Declaration, in the event a Delaware Trustee who is a natural person dies or is
adjudged by a court to have become incompetent or incapacitated, the vacancy
created by such death, incompetence or incapacity may be filled by the
Institutional Trustee following the procedures in this Section 4.7 (with the
successor being a Person who satisfies the eligibility requirement for a
Delaware Trustee set forth in this Declaration) (the "Successor Delaware
Trustee").

                (b)     In case of the appointment hereunder of a successor
Relevant Trustee, the retiring Relevant Trustee and each successor Relevant
Trustee with respect to the Securities shall



                                       27
<PAGE>

execute and deliver an amendment hereto wherein each successor Relevant Trustee
shall accept such appointment and which (a) shall contain such provisions as
shall be necessary or desirable to transfer and confirm to, and to vest in, each
successor Relevant Trustee all the rights, powers, trusts and duties of the
retiring Relevant Trustee with respect to the Securities and the Trust and (b)
shall add to or change any of the provisions of this Declaration as shall be
necessary to provide for or facilitate the administration of the Trust by more
than one Relevant Trustee, it being understood that nothing herein or in such
amendment shall constitute such Relevant Trustees co-trustees and upon the
execution and delivery of such amendment the resignation or removal of the
retiring Relevant Trustee shall become effective to the extent provided therein
and each such successor Relevant Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Relevant Trustee; but, on request of the Trust or any successor
Relevant Trustee such retiring Relevant Trustee shall duly assign, transfer and
deliver to such successor Relevant Trustee all Trust Property, all proceeds
thereof and money held by such retiring Relevant Trustee hereunder with respect
to the Securities and the Trust subject to the payment of all unpaid fees,
expenses and indemnities of such retiring Relevant Trustee.

                (c)     No Institutional Trustee or Delaware Trustee shall be
liable for the acts or omissions to act of any Successor Institutional Trustee
or Successor Delaware Trustee, as the case may be.

                (d)     The Holders of the Capital Securities will have no right
to vote to appoint, remove or replace the Administrators, which voting rights
are vested exclusively in the Holders of the Common Securities.

                (e)     Any successor Delaware Trustee shall file an amendment
to the Certificate of Trust with the Delaware Secretary of State identifying the
name and principal place of business of such Delaware Trustee in the State of
Delaware.

        Section 4.8 Vacancies Among Trustees. If a Trustee ceases to hold office
for any reason and the number of Trustees is not reduced pursuant to Section
4.1, or if the number of Trustees is increased pursuant to Section 4.1, a
vacancy shall occur. A resolution certifying the existence of such vacancy by
the Trustees or, if there are more than two, a majority of the Trustees shall be
conclusive evidence of the existence of such vacancy. The vacancy shall be
filled with a Trustee appointed in accordance with Section 4.7.

        Section 4.9 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 or terminate this Declaration. Whenever a vacancy in the number
of Trustees shall occur, until such vacancy is filled by the appointment of a
Trustee in accordance with Section 4.7, the Institutional Trustee shall have all
the powers granted to the Trustees and shall discharge all the duties imposed
upon the Trustees by this Declaration.



                                       28
<PAGE>

        Section 4.10 Meetings of the Trustees and the Administrators. Meetings
of the Trustees or the Administrators shall be held from time to time upon the
call of any Trustee or Administrator, as applicable. Regular meetings of the
Trustees and the Administrators, respectively, may be in person in the United
States or by telephone, at a place (if applicable) and time fixed by resolution
of the Trustees or the Administrators, as applicable. Notice of any in-person
meetings of the Trustees or the Administrators 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 Trustees or the Administrators 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 a Trustee or an Administrator, as the case may be, at a meeting
shall constitute a waiver of notice of such meeting except where a Trustee or an
Administrator, as the case may be, 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 Trustees or the Administrators, as the case may
be, may be taken at a meeting by vote of a majority of the Trustees or the
Administrators present (whether in person or by telephone) and eligible to vote
with respect to such matter; provided, that, in the case of the Administrators,
a Quorum is present, or without a meeting by the unanimous written consent of
the Trustees or the Administrators, as the case may be. Meetings of the Trustees
and the Administrators together shall be held from time to time upon the call of
any Trustee or Administrator.

        Section 4.11 Delegation of Power.

                (a)     Any Trustee or any Administrator, as the case may be,
may, by power of attorney consistent with applicable law, delegate to any other
natural person over the age of 21 that is a U.S. Person his or her power for the
purpose of executing any documents, instruments or other writings contemplated
in Section 2.6; and

                (b)     the Trustees shall have power to delegate from time to
time to such of their number or to any officer of the Trust that is a U.S.
Person, the doing of such things and the execution of such instruments or other
writings either in the name of the Trust or the names of the Trustees or
otherwise as the 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.

        Section 4.12 Conversion, Consolidation or Succession to Business. Any
Person into which the Institutional Trustee or the Delaware Trustee, as the case
may be, may be merged or converted or with which either may be consolidated, or
any Person resulting from any merger, conversion or consolidation to which the
Institutional Trustee or the Delaware Trustee, as the case may be, shall be a
party, or any Person succeeding to all or substantially all the corporate trust
business of the Institutional Trustee or the Delaware Trustee, as the case may
be, shall be the successor of the Institutional Trustee or the Delaware Trustee,
as the case may be, hereunder, without the execution or filing of any paper or
any further act on the part of any of the parties hereto, provided such Person
shall be otherwise qualified and eligible under this Article and,



                                       29
<PAGE>

provided, further, that such Person shall file an amendment to the Certificate
of Trust with the Delaware Secretary of State as contemplated in Section 4.7(e).

                                    ARTICLE V

                                  DISTRIBUTIONS

        Section 5.1 Distributions. Holders shall receive Distributions in
accordance with the applicable terms of the relevant Holder's Securities.
Distributions shall be made on the Capital Securities and the Common Securities
in accordance with the preferences set forth in their respective terms. If and
to the extent that the Debenture Issuer makes a payment of interest (including
any Additional Interest or Deferred Interest) and/or principal on the Debentures
held by the Institutional Trustee (the amount of any such payment being a
"Payment Amount"), the Institutional Trustee shall and is directed, to the
extent funds are available in the Property Account for that purpose, to make a
distribution (a "Distribution") of the Payment Amount to Holders.

                                   ARTICLE VI

                             ISSUANCE OF SECURITIES

        Section 6.1   General Provisions Regarding Securities.

                (a)     The Administrators shall on behalf of the Trust issue
one series of capital securities, evidenced by a certificate substantially in
the form of Exhibit A-1, representing undivided beneficial interests in the
assets of the Trust having such terms as are set forth in Annex I (the "Capital
Securities") and one series of common securities, evidenced by a certificate
substantially in the form of Exhibit A-2, 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 Capital Securities and the
Common Securities. The Capital Securities rank pari passu and payment thereon
shall be made Pro Rata with the Common Securities except that, where an Event of
Default has occurred and is continuing, 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 Capital Securities.

                (b)     The Certificates shall be signed on behalf of the Trust
by one or more Administrators. Such signature shall be the facsimile or manual
signature of any Administrator. In case any Administrator of the Trust who shall
have signed any of the Securities shall cease to be such Administrator 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 Administrator; and any Certificate may be signed on
behalf of the Trust by such person who, at the actual date of execution of such
Security, shall be an Administrator of the Trust, although at the date of the
execution and delivery of the Declaration any such person was not such an
Administrator. A Capital Security shall not be valid until authenticated by the



                                       30
<PAGE>

manual signature of an Authorized Officer of the Institutional Trustee. Such
signature shall be conclusive evidence that the Capital Security has been
authenticated under this Declaration. Upon written order of the Trust signed by
one Administrator, the Institutional Trustee shall authenticate the Capital
Securities for original issue. The Institutional Trustee may appoint an
authenticating agent that is a U.S. Person acceptable to the Trust to
authenticate the Capital Securities. A Common Security need not be so
authenticated and shall be valid upon execution by one or more Administrators.

                (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, the Securities so issued shall be deemed to be validly issued,
fully paid and non-assessable, and each Holder thereof shall be entitled to the
benefits provided by this Declaration.

                (e)     Every Person, 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 and
the Guarantee.

        Section 6.2 Paying Agent, Transfer Agent, Calculation Agent and
Registrar. The Trust shall maintain in Wilmington, Delaware, an office or agency
where the Securities may be presented for payment (the "Paying Agent"), and an
office or agency where Securities may be presented for registration of transfer
or exchange (the "Transfer Agent"). The Trust shall keep or cause to be kept at
such office or agency a register for the purpose of registering Securities and
transfers and exchanges of Securities, such register to be held by a registrar
(the "Registrar"). The Administrators may appoint the Paying Agent, the
Registrar and the Transfer Agent, and may appoint one or more additional Paying
Agents or one or more co-Registrars, or one or more co-Transfer Agents in such
other locations as it shall determine. The term "Paying Agent" includes any
additional paying agent, the term "Registrar" includes any additional registrar
or co-Registrar and the term "Transfer Agent" includes any additional transfer
agent. The Administrators may change any Paying Agent, Transfer Agent or
Registrar at any time without prior notice to any Holder. The Administrators
shall notify the Institutional Trustee of the name and address of any Paying
Agent, Transfer Agent and Registrar not a party to this Declaration. The
Administrators hereby initially appoint the Institutional Trustee to act as
Paying Agent, Transfer Agent and Registrar for the Capital Securities and the
Common Securities at its Corporate Trust Office. The Institutional Trustee or
any of its Affiliates in the United States may act as Paying Agent, Transfer
Agent or Registrar.

               The Trust shall also appoint a Calculation Agent, which shall
determine the Coupon Rate in accordance with the terms of the Securities. The
Trust initially appoints the Institutional Trustee, in its individual capacity
and not as Institutional Trustee, as Calculation Agent.



                                       31
<PAGE>

        Section 6.3 Form and Dating. The Capital Securities and the
Institutional Trustee's certificate of authentication thereon shall be
substantially in the form of Exhibit A-1, and the 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 typed,
printed, lithographed or engraved or may be produced in any other manner as is
reasonably acceptable to the Administrators, as conclusively evidenced by their
execution thereof. The Securities may have letters, numbers, notations or other
marks of identification or designation and such legends or endorsements required
by law, stock exchange rule, agreements to which the Trust is subject, if any,
or usage (provided, that any such notation, legend or endorsement is in a form
acceptable to the Sponsor). The Trust at the direction of the Sponsor shall
furnish any such legend not contained in Exhibit A-1 to the Institutional
Trustee in writing. Each Capital Security shall be dated the date of its
authentication. The terms and provisions of the Securities set forth in Annex I
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 Institutional
Trustee, the Delaware Trustee, the Administrators and the Sponsor, by their
execution and delivery of this Declaration, expressly agree to such terms and
provisions and to be bound thereby. Capital Securities will be issued only in
blocks having a stated liquidation amount of not less than $100,000.

               The Capital Securities are being offered and sold by the Trust
pursuant to the Placement Agreement in definitive form, registered in the name
of the Holder thereof, without coupons and with the Restricted Securities
Legend.

        Section 6.4   Mutilated, Destroyed, Lost or Stolen Certificates.  If:

                (a)     any mutilated Certificates should be surrendered to the
Registrar, or if the Registrar shall receive evidence to its satisfaction of the
destruction, loss or theft of any Certificate; and

                (b)     there shall be delivered to the Registrar, the
Administrators and the Institutional Trustee such security or indemnity as may
be required by them to keep each of them harmless; then, in the absence of
notice that such Certificate shall have been acquired by a bona fide purchaser,
an Administrator on behalf of the Trust shall execute (and in the case of a
Capital Security Certificate, the Institutional Trustee shall authenticate) 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 6.4, the Registrar or the
Administrators 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.

        Section 6.5 Temporary Securities. Until definitive Securities are ready
for delivery, the Administrators may prepare and, in the case of the Capital
Securities, the Institutional Trustee shall authenticate, temporary Securities.
Temporary Securities shall be substantially in form of definitive Securities but
may have variations that the Administrators consider



                                       32
<PAGE>

appropriate for temporary Securities. Without unreasonable delay, the
Administrators shall prepare and, in the case of the Capital Securities, the
Institutional Trustee shall authenticate definitive Securities in exchange for
temporary Securities.

        Section 6.6 Cancellation. The Administrators at any time may deliver
Securities to the Institutional Trustee for cancellation. The Registrar shall
forward to the Institutional Trustee any Securities surrendered to it for
registration of transfer, redemption or payment. The Institutional Trustee shall
promptly cancel all Securities surrendered for registration of transfer,
payment, replacement or cancellation and shall dispose of such canceled
Securities as the Administrators direct. The Administrators may not issue new
Securities to replace Securities that have been paid or that have been delivered
to the Institutional Trustee for cancellation.

        Section 6.7 Rights of Holders; Waivers of Past Defaults.

                (a)     The legal title to the Trust Property is vested
exclusively in the Institutional Trustee (in its capacity as such) in accordance
with Section 2.5, and the Holders shall not have any right or title therein
other than the undivided beneficial interest in the assets of the Trust
conferred by their Securities and they shall have no right to call for any
partition or division of property, profits or rights of the Trust except as
described below. The Securities shall be personal property giving only the
rights specifically set forth therein and in this Declaration. The Securities
shall have no, and the issuance of the Securities shall not be subject to,
preemptive or other similar rights and when issued and delivered to Holders
against payment of the purchase price therefor, the Securities will be fully
paid and nonassessable by the Trust.

                (b)     For so long as any Capital Securities remain
outstanding, if, upon an Indenture Event of Default, the Debenture Trustee fails
or the holders of not less than 25% in principal amount of the outstanding
Debentures fail to declare the principal of all of the Debentures to be
immediately due and payable, the Holders of not less than a Majority in
liquidation amount of the Capital Securities then outstanding shall have the
right to make such declaration by a notice in writing to the Institutional
Trustee, the Sponsor and the Debenture Trustee.

               At any time after a declaration of acceleration with respect to
the Debentures has been made and before a judgment or decree for payment of the
money due has been obtained by the Debenture Trustee as provided in the
Indenture, if the Institutional Trustee subject to the provisions hereof fails
to annul any such declaration and waive such default, the Holders of not less
than a Majority in liquidation amount of the Capital Securities, by written
notice to the Institutional Trustee, the Sponsor and the Debenture Trustee, may
rescind and annul such declaration and its consequences if:

                (i)     the Sponsor has paid or deposited with the Debenture
        Trustee a sum sufficient to pay

                        (A)     all overdue installments of interest on all of
                the Debentures,

                        (B)     any accrued Deferred Interest on all of the
                Debentures,



                                       33
<PAGE>

                        (C)     the principal of (and premium, if any, on) any
                Debentures that have become due otherwise than by such
                declaration of acceleration and interest and Deferred Interest
                thereon at the rate borne by the Debentures, and

                        (D)     all sums paid or advanced by the Debenture
                Trustee under the Indenture and the reasonable compensation,
                documented expenses, disbursements and advances of the Debenture
                Trustee and the Institutional Trustee, their agents and counsel;
                and

                (ii)    all Events of Default with respect to the Debentures,
        other than the non-payment of the principal of the Debentures that has
        become due solely by such acceleration, have been cured or waived as
        provided in Section 5.07 of the Indenture.

               The Holders of not less than a Majority in liquidation amount of
the Capital Securities may, on behalf of the Holders of all the Capital
Securities, waive any past default or Event of Default, except a default or
Event of Default in the payment of principal or interest (unless such default or
Event of 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 Debenture Trustee) or a default or Event of Default in
respect of a covenant or provision that under the Indenture cannot be modified
or amended without the consent of the holder of each outstanding Debenture. No
such rescission shall affect any subsequent default or impair any right
consequent thereon.

               Upon receipt by the Institutional Trustee of written notice
declaring such an acceleration, or rescission and annulment thereof by Holders
of any part of the Capital Securities, a record date shall be established for
determining Holders of outstanding Capital Securities entitled to join in such
notice, which record date shall be at the close of business on the day the
Institutional Trustee receives such notice. The Holders on such record date, or
their duly designated proxies, and only such Persons, shall be entitled to join
in such notice, whether or not such Holders remain Holders after such record
date; provided, that, unless such declaration of acceleration, or rescission and
annulment, as the case may be, shall have become effective by virtue of the
requisite percentage having joined in such notice prior to the day that is 90
days after such record date, such notice of declaration of acceleration, or
rescission and annulment, as the case may be, shall automatically and without
further action by any Holder be canceled and of no further effect. Nothing in
this paragraph shall prevent a Holder, or a proxy of a Holder, from giving,
after expiration of such 90-day period, a new written notice of declaration of
acceleration, or rescission and annulment thereof, as the case may be, that is
identical to a written notice that has been canceled pursuant to the proviso to
the preceding sentence, in which event a new record date shall be established
pursuant to the provisions of this Section 6.7.

                (c)     Except as otherwise provided in paragraphs (a) and (b)
of this Section 6.7, the Holders of not less than a Majority in liquidation
amount of the Capital Securities may, on behalf of the Holders of all the
Capital Securities, waive any past default or Event of Default and its
consequences. Upon such waiver, any such default or Event of Default shall cease
to exist, and any default or Event of Default arising therefrom shall be deemed
to have been cured, for



                                       34
<PAGE>

every purpose of this Declaration, but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
thereon.

                                   ARTICLE VII

                      DISSOLUTION AND TERMINATION OF TRUST

        Section 7.1 Dissolution and Termination of Trust. (a) The Trust shall
dissolve on the first to occur of:

                (i)     unless earlier dissolved, on December 8, 2036, the
        expiration of the term of the Trust;

                (ii)    a Bankruptcy Event with respect to the Sponsor, the
        Trust or the Debenture Issuer;

                (iii)   (other than in connection with a merger, consolidation
        or similar transaction not prohibited by the Indenture, this Declaration
        or the Guarantee, as the case may be) the filing of a certificate of
        dissolution or its equivalent with respect to the Sponsor or upon the
        revocation of the charter of the Sponsor and the expiration of 90 days
        after the date of revocation without a reinstatement thereof;

                (iv)    the distribution of the Debentures to the Holders of the
        Securities, upon exercise of the right of the Holders of all of the
        outstanding Common Securities to dissolve the Trust as provided in Annex
        I hereto;

                (v)     the entry of a decree of judicial dissolution of any
        Holder of the Common Securities, the Sponsor, the Trust or the Debenture
        Issuer;

                (vi)    when all of 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;
        or

                (vii)   before the issuance of any Securities, with the consent
        of all of the Trustees and the Sponsor.

                (b)     As soon as is practicable after the occurrence of an
event referred to in Section 7.1(a), and after satisfaction of liabilities to
creditors of the Trust as required by applicable law, including Section 3808 of
the Business Trust Act, and subject to the terms set forth in Annex I, the
Institutional Trustee shall terminate the Trust by filing a certificate of
cancellation with the Secretary of State of the State of Delaware.

                (c)     The provisions of Section 2.9 and Article IX shall
survive the termination of the Trust.



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<PAGE>

                                  ARTICLE VIII

                              TRANSFER OF INTERESTS

        Section 8.1 General.


                (a)     Where Capital Securities are presented to the Registrar
or a co-registrar with a request to register a transfer or to exchange them for
an equal number of Capital 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 transfer and
exchanges, the Trust shall issue and the Institutional Trustee shall
authenticate Capital Securities at the Registrar's request.

                (b)     Upon issuance of the Common Securities, the Sponsor
shall acquire and retain beneficial and record ownership of the Common
Securities and for so long as the Securities remain outstanding, the Sponsor
shall maintain 100% ownership of the Common Securities; provided, however, that
any permitted successor of the Sponsor under the Indenture that is a U.S. Person
may succeed to the Sponsor's ownership of the Common Securities.

                (c)     Capital 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 Capital Securities. To the fullest extent
permitted by applicable law, any transfer or purported transfer of any Security
not made in accordance with this Declaration shall be null and void and will be
deemed to be of no legal effect whatsoever and any such transferee shall be
deemed not to be the holder of such Capital Securities for any purpose,
including but not limited to the receipt of Distributions on such Capital
Securities, and such transferee shall be deemed to have no interest whatsoever
in such Capital Securities.

                (d)     The Registrar shall provide for the registration of
Securities and of transfers of Securities, 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 governmental charges that may be imposed in relation
to it. Upon surrender for registration of transfer of any Securities, the
Registrar shall cause one or more new Securities to be issued in the name of the
designated transferee or transferees. Any Security issued upon any registration
of 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 Security surrendered upon such registration of transfer or
exchange. Every Security surrendered for registration of transfer shall be
accompanied by a written instrument of transfer in form similar to Exhibits B
and C satisfactory to the Registrar 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 Institutional Trustee pursuant to Section
6.6. 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.

                (e)     Neither the Trust nor the Registrar shall be required
(i) to issue, register the transfer of, or exchange any Securities during a
period beginning at the opening of business


                                       36
<PAGE>

15 days before the day of any selection of Securities for redemption and ending
at the close of business on the earliest date on which the relevant notice of
redemption is deemed to have been given to all Holders of the Securities to be
redeemed, or (ii) to register the transfer or exchange of any Security so
selected for redemption in whole or in part, except the unredeemed portion of
any Security being redeemed in part.

        Section 8.2   Transfer Procedures and Restrictions.

                (a)     General. (i) The Capital Securities shall bear the
Restricted Securities Legend (as defined below), which shall not be removed
unless there is delivered to the Trust such satisfactory evidence, which may
include an opinion of counsel licensed to practice law in the State of New York,
as may be reasonably 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 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 Institutional Trustee, at the
written direction of the Trust, shall authenticate and deliver Capital
Securities that do not bear the Restricted Securities Legend.

                (b)     Transfer and Exchange of Capital Securities. When
Capital Securities are presented to the Registrar (x) to register the transfer
of such Capital Securities, or (y) to exchange such Capital Securities for an
equal number of Capital Securities of another number, 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 Capital
Securities surrendered for registration of 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 and (i) if such Capital Securities
are being transferred to a QIB, accompanied by a certificate of the transferee
substantially in the form set forth as Exhibit C hereto or (ii) if such Capital
Securities are being transferred otherwise than to a QIB, accompanied by a
certificate of the transferee substantially in the form set forth as Exhibit B
hereto.

                (c)     Legend. Except as permitted by Section 8.2(a), each
Capital Security shall bear a legend (the "Restricted Securities Legend") in
substantially the following form:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR ANY OTHER
APPLICABLE 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. THE HOLDER OF THIS SECURITY BY ITS
ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY
(A) TO THE DEBENTURE ISSUER OR THE TRUST, (B) PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON THE HOLDER


                                       37
<PAGE>

REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A
THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION TO AN
"ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR
(7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS
OWN ACCOUNT, OR FOR THE ACCOUNT OF AN "ACCREDITED INVESTOR," FOR INVESTMENT
PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
SUBJECT TO THE DEBENTURE ISSUER'S AND THE TRUST'S RIGHT PRIOR TO ANY SUCH OFFER,
SALE OR TRANSFER PURSUANT TO CLAUSES (C) OR (D) TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH
OF THEM IN ACCORDANCE WITH THE AMENDED AND RESTATED DECLARATION OF TRUST, A COPY
OF WHICH MAY BE OBTAINED FROM THE DEBENTURE ISSUER OR THE TRUST. THE HOLDER OF
THIS SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS.

        THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES,
REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL
RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"),
(EACH A "PLAN"), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY
REASON OF ANY PLAN'S INVESTMENT IN THE ENTITY AND NO PERSON INVESTING "PLAN
ASSETS" OF ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST THEREIN,
UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE
UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23,
95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND
HOLDING OF THIS SECURITY IS NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION
4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY PURCHASER OR
HOLDER OF THIS SECURITY OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE
REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT EITHER (i) IT IS NOT AN
EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO
WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING
ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY
USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE,
OR (ii) SUCH PURCHASE WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION



                                       38
<PAGE>

406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH THERE IS NO APPLICABLE
STATUTORY OR ADMINISTRATIVE EXEMPTION.

               IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE
REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE
REQUIRED BY THE AMENDED AND RESTATED DECLARATION TO CONFIRM THAT THE TRANSFER
COMPLIES WITH THE FOREGOING RESTRICTIONS.

               THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN
BLOCKS HAVING A LIQUIDATION AMOUNT OF NOT LESS THAN $100,000 AND MULTIPLES OF
$1,000 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF THIS SECURITY IN A BLOCK
HAVING A LIQUIDATION AMOUNT OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND
OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT
TO BE THE HOLDER OF THIS SECURITY FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED
TO, THE RECEIPT OF DISTRIBUTIONS ON THIS SECURITY, AND SUCH PURPORTED TRANSFEREE
SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SECURITY.

               (d) Minimum Transfers. Capital Securities may only be transferred
in minimum blocks of $100,000 aggregate liquidation amount (100 Capital
Securities) and multiples of $1,000 in excess thereof. Any attempted transfer of
Capital Securities in a block having an aggregate liquidation amount of less
than $100,000 shall be deemed to be voided and of no legal effect whatsoever.
Any such purported transferee shall be deemed not to be a Holder of such Capital
Securities for any purpose, including, but not limited to, the receipt of
Distributions on such Capital Securities, and such purported transferee shall be
deemed to have no interest whatsoever in such Capital Securities.

        Section 8.3 Deemed Security Holders. The Trust, the Administrators, the
Trustees, the Paying Agent, the Transfer Agent or the Registrar 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, the Administrators, the Trustees, the
Paying Agent, the Transfer Agent or the Registrar shall have actual or other
notice thereof.



                                       39
<PAGE>

                                   ARTICLE IX

                           LIMITATION OF LIABILITY OF

                    HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

        Section 9.1 Liability. (a) Except as expressly set forth in this
Declaration, the Guarantee 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; and

                (ii)    required to pay to the Trust or to any Holder of the
        Securities any deficit upon dissolution of the Trust or otherwise.

                (b)     The Holder of the 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 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; except as
otherwise specifically set forth herein.

        Section 9.2 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 (other than an
Administrator) shall be liable for any such loss, damage or claim incurred by
reason of such Indemnified Person's negligence or willful misconduct with
respect to such acts or omissions and except that an Administrator shall be
liable for any such loss, damage or claim incurred by reason of such
Administrator's gross 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, if selected by such Indemnified
Person, has been selected by such Indemnified Person 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.



                                       40
<PAGE>

        Section 9.3 Fiduciary Duty. 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 Institutional Trustee
under the Trust Indenture Act), are agreed by the parties hereto to replace such
other duties and liabilities of the Indemnified Person.

                (a)     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.

        Section 9.4 Indemnification. (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, 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



                                       41
<PAGE>

        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 9.4(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 and
        expenses) actually and reasonably incurred by him in connection
        therewith.

                (iv)   Any indemnification of an Administrator under paragraphs
        (i) and (ii) of this Section 9.4(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 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 (A) by the Administrators by a majority vote of a Quorum
        consisting of such Administrators who were not parties to such action,
        suit or proceeding, (B) if such a Quorum is not obtainable, or, even if
        obtainable, if a Quorum of disinterested Administrators so directs, by
        independent legal counsel in a written opinion, or (C) by the Common
        Security Holder of the Trust.

                (v)    To the fullest extent permitted by law, 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 9.4(a) shall be paid by the Sponsor 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 9.4(a).
        Notwithstanding the foregoing, no advance shall be made by the Sponsor
        if a determination is reasonably and promptly made (1) in the case of a
        Company Indemnified Person (A) by the Administrators by a majority vote
        of a Quorum of disinterested Administrators, (B) if such a Quorum is not
        obtainable, or, even if obtainable, if a Quorum of disinterested
        Administrators so directs, by independent legal counsel in a written
        opinion or (C) by the Common Security Holder of the Trust, that, based
        upon the facts known to the Administrators, counsel or the Common
        Security Holder 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, or
        (2) in the



                                       42
<PAGE>

        case of a Fiduciary Indemnified Person, by independent legal counsel in
        a written opinion that, based upon the facts known to the counsel at the
        time such determination is made, such Indemnified Person acted in bad
        faith or in a manner that such Indemnified Person either believed to be
        opposed to or did not believe to be in 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 (i) to a Company
        Indemnified Person in instances where the Administrators, independent
        legal counsel or the Common Security Holder reasonably determine that
        such Person deliberately breached his duty to the Trust or its Common or
        Capital Security Holders or (ii) to a Fiduciary Indemnified Person in
        instances where independent legal counsel promptly and reasonably
        determines in a written opinion that such Person deliberately breached
        his duty to the Trust or its Common or Capital Security Holders.

                (b)     The Sponsor shall indemnify, to the fullest extent
permitted by applicable law, each Indemnified Person from and against any and
all loss, damage, liability, tax (other than taxes based on the income of such
Indemnified Person), penalty, expense or claim of any kind or nature whatsoever
incurred by such Indemnified Person arising out of or in connection with or by
reason of the creation, administration or termination of the Trust, or 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 authority conferred on such Indemnified Person by this
Declaration, except that no Indemnified Person shall be entitled to be
indemnified in respect of any loss, damage, liability, tax, penalty, expense or
claim incurred by such Indemnified Person by reason of negligence or willful
misconduct with respect to such acts or omissions.

                (c)     The indemnification and advancement of expenses provided
by, or granted pursuant to, the other paragraphs of this Section 9.4 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 Capital 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 9.4 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 9.4 is in effect. Any repeal or
modification of this Section 9.4 shall not affect any rights or obligations then
existing.

                (d)     The Sponsor or the Trust may purchase and maintain
insurance on behalf of any Person who is or was an 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 9.4.

                (e)     For purposes of this Section 9.4, 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,



                                       43
<PAGE>

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 9.4 with respect to the resulting or surviving entity
as he would have with respect to such constituent entity if its separate
existence had continued.

                (f)     The indemnification and advancement of expenses provided
by, or granted pursuant to, this Section 9.4 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.

               The provisions of this Section shall survive the termination of
this Declaration or the earlier resignation or removal of the Institutional
Trustee. The obligations of the Sponsor under this Section 9.4 to compensate and
indemnify the Trustees and to pay or reimburse the Trustees for expenses,
disbursements and advances shall constitute additional indebtedness hereunder.
Such additional indebtedness shall be secured by a lien prior to that of the
Securities upon all property and funds held or collected by the Trustees as
such, except funds held in trust for the benefit of the holders of particular
Capital Securities, provided, that the Sponsor is the holder of the Common
Securities.

        Section 9.5 Outside Businesses. Any Covered Person, the Sponsor, the
Delaware Trustee and the Institutional Trustee (subject to Section 4.3(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. None of any Covered Person, the Sponsor, the Delaware Trustee or the
Institutional 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 Institutional 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 Institutional 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 9.6   Compensation; Fee.  The Sponsor agrees:

                (a)     to pay to the Trustees from time to time such
compensation for all services rendered by them hereunder as the parties shall
agree in writing from time to time (which compensation shall not be limited by
any provision of law in regard to the compensation of a trustee of an express
trust); and



                                       44
<PAGE>

                (b)     except as otherwise expressly provided herein, to
reimburse the Trustees upon request for all reasonable documented expenses,
disbursements and advances incurred or made by the Trustees in accordance with
any provision of this Declaration (including the reasonable compensation and the
expenses and disbursements of their respective agents and counsel), except any
such expense, disbursement or advance attributable to their negligence or
willful misconduct.

               The provisions of this Section 9.6 shall survive the dissolution
of the Trust and the termination of this Declaration and the removal or
resignation of any Trustee.

                                    ARTICLE X

                                   ACCOUNTING

        Section 10.1 Fiscal Year. The fiscal year (the "Fiscal Year") of the
Trust shall be the calendar year, or such other year as is required by the Code.

        Section 10.2  Certain Accounting Matters.

                (a)     At all times during the existence of the Trust, the
Administrators shall keep, or cause to be kept at the principal office of the
Trust in the United States, as defined for purposes of Treasury regulations
section 301.7701-7, 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.

                (b)     The Administrators shall either (i) cause each Form 10K
and Form 10Q prepared by the Sponsor and filed with the Commission in accordance
with the Securities Exchange Act of 1934 to be delivered to each Holder of
Securities, within 90 days after the filing of each Form 10K and within 30 days
after the filing of each Form 10Q or (ii) cause to be prepared at the principal
office of the Trust in the United States, as defined for purposes of Treasury
regulations section 301.7701-7, 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 Administrators shall cause to be duly prepared and
delivered to each of the Holders of Securities Form 1099 or such other 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 Administrators
shall endeavor to deliver all such statements within 30 days after the end of
each Fiscal Year of the Trust.



                                       45
<PAGE>

                (d)     The Administrators shall cause to be duly prepared in
the United States, as defined for purposes of Treasury regulations section
301.7701-7, and filed 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
Administrators on behalf of the Trust with any state or local taxing authority.

                (e)     So long as the only Holder of the Capital Securities is
MM Community Funding II, Ltd, the Administrators will cause the Sponsor's
reports on Form H-b(11) to be delivered to the Holder promptly following their
filing with the OTS.

        Section 10.3 Banking. The Trust shall maintain one or more bank accounts
in the United States, as defined for purposes of Treasury regulations section
301.7701-7, 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
Institutional Trustee shall be made directly to the Property Account and no
other funds of the Trust shall be deposited in the Property Account. The sole
signatories for such accounts (including the Property Account) shall be
designated by the Institutional Trustee.

        Section 10.4 Withholding. The Institutional Trustee or any Paying Agent
and the Administrators shall comply with all withholding requirements under
United States federal, state and local law. The Institutional Trustee or any
Paying Agent shall request, and each Holder shall provide to the Institutional
Trustee or any Paying Agent, such forms or certificates as are necessary to
establish an exemption from withholding with respect to the Holder, and any
representations and forms as shall reasonably be requested by the Institutional
Trustee or any Paying Agent to assist it in determining the extent of, and in
fulfilling, its withholding obligations. The Administrators 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 Institutional
Trustee or any Paying Agent 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 to the Holder in the amount
of the withholding. 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
Institutional Trustee or any Paying Agent may reduce subsequent Distributions by
the amount of such withholding.

                                   ARTICLE XI

                             AMENDMENTS AND MEETINGS

        Section 11.1 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

                (i)     the Institutional Trustee,



                                       46
<PAGE>

                (ii)    if the amendment affects the rights, powers, duties,
        obligations or immunities of the Delaware Trustee, the Delaware Trustee,

                (iii)   if the amendment affects the rights, powers, duties,
        obligations or immunities of the Administrators, the Administrators, and

                (iv)    the Holders of a Majority in liquidation amount of the
        Common Securities.

                (b)     Notwithstanding any other provision of this Article XI,
no amendment shall be made, and any such purported amendment shall be void and
ineffective:

                (i)     unless the Institutional Trustee shall have first
        received

                        (A)     an Officers' 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 that all conditions precedent to the
                execution and delivery of such amendment have been satisfied; or

                (ii)    if the result of such amendment would be to

                        (A)     cause the Trust to cease 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 Institutional Trustee in contravention of the Trust
                Indenture Act;

                        (C)     cause the Trust to be deemed to be an Investment
                Company required to be registered under the Investment Company
                Act; or

                        (D)     cause the Debenture Issuer to be unable to treat
                an amount equal to the Liquidation Amount of the Debentures as
                "Tier 1 Capital" or its then equivalent in the guidelines or
                regulations issued by the OTS; provided that, the Debenture
                Issuer shall have become, or pursuant to law or regulation will
                become within 180 days, subject to capital requirements.

                (c)     Except as provided in Section 11.1(d), (e) or (g), no
amendment shall be made, and any such purported amendment shall be void and
ineffective unless the Holders of a Majority in liquidation amount of the
Capital Securities shall have consented to such amendment.



                                       47
<PAGE>

                (d)     In addition to and notwithstanding any other provision
in this Declaration, without the consent of each affected Holder, this
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 as of a specified
date or (ii) restrict the right of a Holder to institute suit for the
enforcement of any such payment on or after such date.

                (e)     Sections 9.1(b) and 9.1(c) and this Section 11.1 shall
not be amended without the consent of all of the Holders of the Securities.

                (f)     The rights of the Holders of the Capital Securities and
Common Securities, as applicable, under Article IV 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 Capital
Securities or Common Securities, as applicable.

                (g)     This Declaration may be amended by the Institutional
Trustee and the Holder of a Majority in liquidation amount of the Common
Securities without the consent of the Holders of the Capital 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)    modify, eliminate or add to any provision of this
        Declaration to such extent as may be necessary or desirable, including,
        without limitation, to ensure that the Trust will be classified for
        United States federal income tax purposes at all times as a grantor
        trust and will not be required to register as an Investment Company
        under the Investment Company Act (including without limitation to
        conform to any change in Rule 3a-5, Rule 3a-7 or any other applicable
        rule under the Investment Company Act or written change in
        interpretation or application thereof 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 of Securities;

provided, however, that no such modification, elimination or addition referred
to in clauses (i), (ii), (iii) or (iv) shall adversely affect the powers,
preferences or rights of Holders of Capital Securities.

        Section 11.2 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 Administrators (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



                                       48
<PAGE>

Declaration, the terms of the Securities or the rules of any stock exchange on
which the Capital Securities are listed or admitted for trading, if any. The
Administrators shall call a meeting of the Holders of such class if directed to
do so by the Holders of not less than 10% in liquidation amount of such class of
Securities. Such direction shall be given by delivering to the Administrators
one or more calls in a writing stating that the signing Holders of the
Securities wish to call a meeting and indicating the general or specific purpose
for which the meeting is to be called. Any Holders of the Securities calling a
meeting shall specify in writing the Certificates held by the Holders of the
Securities exercising the right to call a meeting and only those Securities
represented by such Certificates 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
the Securities:

                (i)     notice of any such meeting shall be given to all the
        Holders of the 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 the Securities is permitted
        or required under this Declaration or the rules of any stock exchange on
        which the Capital Securities are listed or admitted for trading, if any,
        such vote, consent or approval may be given at a meeting of the Holders
        of the Securities. Any action that may be taken at a meeting of the
        Holders of the Securities may be taken without a meeting if a consent in
        writing setting forth the action so taken is signed by the Holders of
        the Securities owning not less than the minimum amount of Securities
        that would be necessary to authorize or take such action at a meeting at
        which all Holders of the 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 the Securities entitled to vote
        who have not consented in writing. The Administrators may specify that
        any written ballot submitted to the Holders of the Securities for the
        purpose of taking any action without a meeting shall be returned to the
        Trust within the time specified by the Administrators;

                (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 the 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 thereunder,
        as if the Trust were a Delaware corporation and the Holders of the
        Securities were stockholders of a Delaware corporation; each meeting of
        the Holders of the Securities shall be conducted by the Administrators
        or by such other Person that the Administrators may designate; and

                (iii)   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 Capital



                                       49
<PAGE>

        Securities are then listed for trading, if any, otherwise provides, the
        Administrators, 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 the 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;
        provided, however, that each meeting shall be conducted in the United
        States (as that term is defined in Treasury regulations section
        301.7701-7).

                                   ARTICLE XII

                    REPRESENTATIONS OF INSTITUTIONAL TRUSTEE

                              AND DELAWARE TRUSTEE

        Section 12.1  Representations and Warranties of Institutional Trustee.

                The Trustee that acts as initial Institutional Trustee
represents and warrants to the Trust and to the Sponsor at the date of this
Declaration, and each Successor Institutional Trustee represents and warrants to
the Trust and the Sponsor at the time of the Successor Institutional Trustee's
acceptance of its appointment as Institutional Trustee, that:

                (a)     the Institutional 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 trust power and authority to execute and
deliver, and to carry out and perform its obligations under the terms of, this
Declaration;

                (b)     the Institutional Trustee has a combined capital and
surplus of at least fifty million U.S. dollars ($50,000,000);

                (c)     the Institutional Trustee is not an affiliate of the
Sponsor, nor does the Institutional Trustee offer or provide credit or credit
enhancement to the Trust;

                (d)     the execution, delivery and performance by the
Institutional Trustee of this Declaration has been duly authorized by all
necessary corporate action on the part of the Institutional Trustee. This
Declaration has been duly executed and delivered by the Institutional Trustee,
and under Delaware law (excluding any securities laws) constitutes a legal,
valid and binding obligation of the Institutional 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 considered in a proceeding in
equity or at law);

                (e)     the execution, delivery and performance of this
Declaration by the Institutional Trustee does not conflict with or constitute a
breach of the charter or by-laws of the Institutional Trustee; and



                                       50
<PAGE>

                (f)     no consent, approval or authorization of, or
registration with or notice to, any state or federal banking authority governing
the trust powers of the Institutional Trustee is required for the execution,
delivery or performance by the Institutional Trustee of this Declaration.

        Section 12.2 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)     if it is not a natural person, the Delaware Trustee is
duly organized, validly existing and in good standing under the laws of the
State of Delaware;

                (b)     if it is not a natural person, the execution, delivery
and performance by the Delaware Trustee of this Declaration has been duly
authorized by all necessary corporate action on the part of the Delaware
Trustee. This Declaration has been duly executed and delivered by the Delaware
Trustee, and under Delaware law (excluding any securities laws) 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 considered in a proceeding in
equity or at law);

                (c)     if it is not a natural person, the execution, delivery
and performance of this Declaration by the Delaware Trustee does not conflict
with or constitute a breach of the charter or by-laws of the Delaware Trustee;

                (d)     it has trust power and authority to execute and deliver,
and to carry out and perform its obligations under the terms of, this
Declaration;

                (e)     no consent, approval or authorization of, or
registration with or notice to, any state or federal banking authority governing
the trust powers of the Delaware Trustee is required for the execution, delivery
or performance by the Delaware Trustee of this Declaration; and

                (f)     the Delaware Trustee is a natural person who is a
resident of the State of Delaware or, if not a natural person, it is an entity
which has its principal place of business in the State of Delaware and, in
either case, a Person that satisfies for the Trust the requirements of Section
3807 of the Business Trust Act.



                                       51
<PAGE>

                                  ARTICLE XIII

                                  MISCELLANEOUS

        Section 13.1 Notices. All notices provided for in this Declaration shall
be in writing, duly signed by the party giving such notice, and shall be
delivered, telecopied (which telecopy shall be followed by notice delivered or
mailed by first class mail) or mailed by first class mail, as follows:

                (a)     if given to the Trust, in care of the Administrators 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):

                             HFC Capital Trust II
                             2381 Rosecrans Avenue
                             Attention: Eileen Lyon
                             Telecopy: 310-643-8304
                             Telephone: 310-725-1878

                (b)     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, Delaware 19890-0001

                             Attention: Corporate Trust Administration
                             Telecopy: (302) 651-8882
                             Telephone: (302) 651-1000

                (c)     if given to the Institutional Trustee, at the
Institutional Trustee's mailing address set forth below (or such other address
as the Institutional Trustee may give notice of to the Holders of the
Securities):

                             Wilmington Trust Company
                             Rodney Square North
                             1100 North Market Street
                             Wilmington, Delaware 19890-0001

                             Attention: Corporate Trust Administration
                             Telecopy: (302) 651-8882
                             Telephone: (302) 651-1000

                (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 of to the Trust):



                                       52
<PAGE>

                             Hawthorne Financial Corporation
                             2381 Rosecrans Avenue
                             Attention: Eileen Lyon
                             Telecopy: 310-643-8304
                             Telephone: 310-725-1878

                (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, telecopied with receipt confirmed, 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 13.2 Governing Law. This Declaration and the rights and
obligations of the parties hereunder shall be governed by and interpreted in
accordance with the law of the State of Delaware and all rights, obligations and
remedies shall be governed by such laws without regard to the principles of
conflict of laws of the State of Delaware or any other jurisdiction that would
call for the application of the law of any jurisdiction other than the State of
Delaware.

        Section 13.3 Submission to Jurisdiction. Each of the parties hereto
agrees that any suit, action or proceeding arising out of or based upon this
Declaration, or the transactions contemplated hereby, may be instituted in any
of the courts of the State of New York and the United State District Courts, in
each case located in the Borough of Manhattan, City and State of New York, and
further agrees to submit to the jurisdiction of any competent court in the place
of its corporate domicile in respect of actions brought against it as a
defendant. In addition, each such party irrevocably waives, to the fullest
extent permitted by law, any objection which it may now or hereafter have to the
laying of the venue of such suit, action or proceeding brought in any such court
and irrevocably waives any claim that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum and
irrevocably waives any right to which it may be entitled on account of its place
of corporate domicile. Each such party hereby irrevocably waives any and all
right to trial by jury in any legal proceeding arising out of or relating to
this Declaration or the transactions contemplated hereby. Each such party agrees
that final judgment in any proceedings brought in such a court shall be
conclusive and binding upon it and may be enforced in any court to the
jurisdiction of which it is subject by a suit upon such judgment.

               Each of the Sponsor and the Holder of the Common Securities
irrevocably consents to the service of process on it in any such suit, action or
proceeding in any such court by the mailing thereof by registered or certified
mail, postage prepaid, to it at its address given in or pursuant to Section 13.1
hereof.



                                       53
<PAGE>

               To the extent permitted by law, nothing herein contained shall
preclude any party from effecting service of process in any lawful manner or
from bringing any suit, action or proceeding in respect of this Declaration in
any other state, country or place.

        Section 13.4 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 13.5 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 13.6 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.

        Section 13.7 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 13.8 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 and Administrators to any 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.



                                       54
<PAGE>

               IN WITNESS WHEREOF, the undersigned have caused these presents to
be executed as of the day and year first above written.

                                     WILMINGTON TRUST COMPANY, as
                                     Delaware Trustee

                                     By:
                                         --------------------------------------
                                         Name:
                                         Title

                                     WILMINGTON TRUST COMPANY,
                                     as Institutional Trustee

                                     By:
                                         --------------------------------------
                                         Name:
                                         Title:

                                     Hawthorne Financial Corporation
                                     as Sponsor

                                     By:
                                         --------------------------------------
                                         Simone Lagomarsino
                                         President and Chief Executive Officer




                                     By:
                                         --------------------------------------
                                         Simone Lagomarsino
                                         Administrator

                                     By:
                                         --------------------------------------

                                         Karen Abajian
                                         Administrator

                                     By:
                                         --------------------------------------
                                         Eileen Lyon
                                         Administrator



                                       55
<PAGE>

                                     ANNEX I

                                    TERMS OF

                            FLOATING RATE MMCapS(SM)

                         FLOATING RATE COMMON SECURITIES

               Pursuant to Section 6.1 of the Amended and Restated Declaration
of Trust, dated as of November 28, 2001 (as amended from time to time, the
"Declaration"), the designation, rights, privileges, restrictions, preferences
and other terms and provisions of the Capital 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):

                1.      Designation and Number.

                (a)     Capital Securities. 5,000 Capital Securities of HFC
Capital Trust II (the "Trust"), with an aggregate stated liquidation amount with
respect to the assets of the Trust of Five Million Dollars ($5,000,000) and a
stated liquidation amount with respect to the assets of the Trust of $1,000 per
Capital Security, are hereby designated for the purposes of identification only
as the "Floating Rate MMCapS(SM)" (the "Capital Securities"). The Capital
Security Certificates evidencing the Capital 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 or to conform to the rules of any stock exchange on which the Capital
Securities are listed, if any.

                (b)     Common Securities. 155 Common Securities of the Trust
(the "Common Securities") will be evidenced by Common Security Certificates
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. In the absence of an Event of Default, the Common
Securities will have an aggregate stated liquidation amount with respect to the
assets of the Trust of One Hundred Fifty-Five Thousand Dollars ($155,000) and a
stated liquidation amount with respect to the assets of the Trust of $1,000 per
Common Security.

                2.      Distributions. (a) Distributions payable on each
Security will be payable at a variable per annum rate of interest, reset
semi-annually, equal to LIBOR (as defined in the Declaration) plus 3.75% (the
"Coupon Rate") of the stated liquidation amount of $1,000 per Security, such
rate being the rate of interest payable on the Debentures to be held by the
Institutional Trustee; provided, that the applicable Coupon Rate may not exceed
11.0% through the Interest Payment Date in December, 2006. Except as set forth
below in respect of an Extension Period, Distributions in arrears for more than
one semi-annual period will bear interest thereon compounded semi-annually at
the applicable Coupon Rate for each such semi-annual period (to the extent
permitted by applicable law). The term "Distributions" as used herein includes
cash distributions and any such compounded distributions payable unless
otherwise stated. A Distribution is payable only to the extent that payments are
made in respect of the Debentures held by the Institutional Trustee and to the
extent the Institutional Trustee has funds



                                     A-I-1
<PAGE>

available in the Property Account therefor. The amount of Distributions payable
for any period will be computed for any full semi-annual period on the basis of
a 360-day year and the actual number of days elapsed in the relevant period.

                (b)     LIBOR shall be determined by the Calculation Agent in
accordance with the following provisions:

                (1)     On the second LIBOR Business Day (provided that on such
        day commercial banks are open for business (including dealings in
        foreign currency deposits) in London (a "LIBOR Banking Day"), and
        otherwise the next preceding LIBOR Business Day that is also a LIBOR
        Banking Day) prior to December 15th and June 15th (except, with respect
        to the first interest payment period, on November 26, 2001), (each such
        day, a "LIBOR Determination Date"), LIBOR shall equal the rate, as
        obtained by the Calculation Agent for six-month Eurodollar deposits in
        Europe which appears on Telerate Page 3750 (as defined in the
        International Swaps and Derivatives Association, Inc. 1991 Interest Rate
        and Currency Exchange Definitions) or such other page as may replace
        such Page 3750, as of 11:00 a.m. (London time) on such LIBOR
        Determination Date, as reported by Bloomberg Financial Markets
        Commodities News. "LIBOR Business Day" means any day that is not a
        Saturday, Sunday or other day on which commercial banking institutions
        in New York, New York or Wilmington, Delaware, are authorized or
        obligated by law or executive order to be closed. If such rate is
        superseded on Telerate Page 3750 by a corrected rate before 12:00 noon
        (London time) on the same LIBOR Determination Date, the corrected rate
        as so substituted will be the applicable LIBOR for that LIBOR
        Determination Date.

                (2)     If, on any LIBOR Determination Date, such rate does not
        appear on Telerate Page 3750 or such other page as may replace such Page
        3750, the Calculation Agent shall determine the arithmetic mean of the
        offered quotations of the Reference Banks (as defined below) to leading
        banks in the London interbank market for six-month U.S. Dollar deposits
        in Europe (in an amount determined by the Calculation Agent) by
        reference to requests for quotations as of approximately 11:00 a.m. (New
        York time) on the LIBOR Determination Date made by the Calculation Agent
        to the Reference Banks. If, on any LIBOR Determination Date, at least
        two of the Reference Banks provide such quotations, LIBOR shall equal
        the arithmetic mean of such quotations. If, on any LIBOR Determination
        Date, only one or none of the Reference Banks provide such quotations,
        LIBOR shall be deemed to be the arithmetic mean of the offered
        quotations that at least two leading banks in The City of New York (as
        selected by the Calculation Agent) are quoting on the relevant LIBOR
        Determination Date for six-month U.S. Dollar deposits in Europe at
        approximately 11:00 a.m. (New York time) (in an amount determined by the
        Calculation Agent). As used herein, "Reference Banks" means four major
        banks in the London interbank market selected by the Calculation Agent.



                                     A-I-2
<PAGE>

                (3)     If the Calculation Agent is required but is unable to
        determine a rate in accordance with at least one of the procedures
        provided above, LIBOR shall be LIBOR in effect on the previous LIBOR
        Determination Date (whether or not LIBOR for such period was in fact
        determined on such LIBOR Determination Date).

                (c)     All percentages resulting from any calculations on the
Debt Securities will be rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point, with five one-millionths of a
percentage point rounded upward (e.g., 9.876545% (or .09876545) being rounded to
9.87655% (or .0987655)), and all dollar amounts used in or resulting from such
calculation will be rounded to the nearest cent (with one-half cent being
rounded upward).

                (d)     On each LIBOR Determination Date, the Calculation Agent
shall notify, in writing, the Company and the Paying Agent of the applicable
Coupon Rate in effect for the related interest payment period. The Calculation
Agent shall, upon the request of the holder of any Debt Securities, provide the
Coupon Rate then in effect. All calculations made by the Calculation Agent in
the absence of manifest error shall be conclusive for all purposes and binding
on the Company and the Holders of the Debt Securities. The Paying Agent shall be
entitled to rely on information received from the Calculation Agent or the
Company as to the Coupon Rate. The Company shall, from time to time, provide any
necessary information to the Paying Agent relating to any original issue
discount and interest on the Debt Securities that is included in any payment and
reportable for taxable income calculation purposes.

                (e)     Distributions on the Securities will be cumulative, will
accrue from the date of original issuance, and will be payable, subject to
extension of distribution payment periods as described herein, semi-annually in
arrears on June 8th and December 8th of each year, commencing on June 8, 2002
(each, a "Distribution Payment Date"). The Debenture Issuer has the right under
the Indenture to defer payments of interest on the Debentures by extending the
interest payment period for up to 10 consecutive semi-annual periods (each, an
"Extension Period") at any time and from time to time on the Debentures, subject
to the conditions described below, during which Extension Period no interest
shall be due and payable (except any Additional Interest that may be due and
payable) although such interest would continue to accrue on the Debentures, and
interest will accrue on such Deferred Interest at an annual rate equal to the
Coupon Rate in effect for each such Extension Period, compounded semi-annually
to the extent permitted by law. No Extension Period may end on a date other than
a Distribution Payment Date. At the end of any such Extension Period the
Debenture Issuer shall pay all Deferred Interest; provided, however, that no
Extension Period may extend beyond the Maturity Date and provided, further,
that, during any such Extension Period, the Debenture Issuer may not (i) declare
or pay any dividends or distributions on, or redeem, purchase, acquire, or make
a liquidation payment with respect to, any of the Debenture Issuer's capital
stock or (ii) make any payment of principal of or interest or premium, if any,
on or repay, repurchase or redeem any debt securities of the Debenture Issuer
that rank pari passu in all respects with or junior in interest to the
Debentures (other than (a) repurchases, redemptions or other acquisitions of
shares of capital stock of the Debenture Issuer (A) in connection with any
employment contract, benefit plan or other similar arrangement with or for the
benefit of one or more employees, officers, directors or consultants, (B) in
connection with a dividend reinvestment or stockholder stock purchase plan or
(C) in connection with the issuance of capital stock of the Debenture Issuer (or



                                     A-I-3
<PAGE>

securities convertible into or exercisable for such capital stock), as
consideration in an acquisition transaction entered into prior to the applicable
Extension Period, (b) as a result of any exchange or conversion of any class or
series of the Debenture Issuer's capital stock (or any capital stock of a
subsidiary of the Debenture Issuer) for any class or series of the Debenture
Issuer's capital stock or of any class or series of the Debenture Issuer's
indebtedness for any class or series of the Debenture Issuer's capital stock,
(c) the purchase of fractional interests in shares of the Debenture Issuer's
capital stock pursuant to the conversion or exchange provisions of such capital
stock or the security being converted or exchanged, (d) any declaration of a
dividend in connection with any stockholder's rights plan, or the issuance of
rights, stock or other property under any stockholder's rights plan, or the
redemption or repurchase of rights pursuant thereto, or (e) any dividend in the
form of stock, warrants, options or other rights where the dividend stock or the
stock issuable upon exercise of such warrants, options or other rights is the
same stock as that on which the dividend is being paid or ranks pari passu with
or junior to such stock). Prior to the termination of any Extension Period, the
Debenture Issuer may further extend such period, provided, that such period
together with all such previous and further consecutive extensions thereof shall
not exceed 10 consecutive semi-annual periods, or extend beyond the Maturity
Date. Upon the termination of any Extension Period and upon the payment of all
Deferred Interest, the Debenture Issuer may commence a new Extension Period,
subject to the foregoing requirements. No interest or Deferred Interest shall be
due and payable during an Extension Period, except at the end thereof, but each
installment of interest that would otherwise have been due and payable during
such Extension Period shall bear Deferred Interest. If Distributions are
deferred, the Distributions due shall be paid on the date that the related
Extension Period terminates, or, if such date is not a Distribution Payment
Date, on the immediately following Distribution Payment Date, to Holders of the
Securities as they appear on the books and records of the Trust on the record
date immediately preceding such date. Distributions on the Securities must be
paid on the dates payable (after giving effect to any Extension Period) to the
extent that the Trust has funds available for the payment of such distributions
in the Property Account of the Trust. The Trust's funds available for
Distribution to the Holders of the Securities will be limited to payments
received from the Debenture Issuer. The payment of Distributions out of moneys
held by the Trust is guaranteed by the Guarantor pursuant to the Guarantee.

                (f)     Distributions on the Securities will be payable to the
Holders thereof as they appear on the books and records of the Registrar on the
relevant record dates. The relevant record dates shall be selected by the
Administrators, which dates shall be 15 days before the relevant payment dates.
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, as the case may be, when due (taking into
account any Extension Period), 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



                                     A-I-4
<PAGE>

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 payment
date.

                (g)     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 the voluntary or involuntary liquidation, dissolution, winding-up or
termination of the Trust (each, a "Liquidation") other than in connection with a
redemption of the Debentures, the Holders of the Securities will be entitled to
receive out of the assets of the Trust available for distribution to Holders of
the Securities, after satisfaction of liabilities to creditors of the Trust (to
the extent not satisfied by the Debenture Issuer), distributions 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"), unless in connection with such Liquidation, the
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, and having the same record date as, such
Securities, after paying or making reasonable provision to pay all claims and
obligations of the Trust in accordance with Section 3808(e) of the Business
Trust Act, shall be distributed on a Pro Rata basis to the Holders of the
Securities in exchange for such Securities.

               The Sponsor, as the Holder of all of the Common Securities, has
the right at any time to dissolve the Trust (including without limitation upon
the occurrence of a Tax Event, an Investment Company Event or a Capital
Treatment Event), subject to the receipt by the Debenture Issuer of prior
approval from the Office of Thrift Supervision (the "OTS"), if then required
under applicable capital guidelines or policies of the OTS and, after
satisfaction of liabilities to creditors of the Trust, cause the Debentures to
be distributed to the Holders of the Securities on a Pro Rata basis in
accordance with the aggregate stated liquidation amount thereof.

               The Trust shall dissolve on the first to occur of (i) December 8,
2036, the expiration of the term of the Trust, (ii) a Bankruptcy Event with
respect to the Sponsor, Trust or the Debenture Issuer, (iii) (other than in
connection with a merger, consolidation or similar transaction not prohibited by
the Indenture, this Declaration or the Guarantee, as the case may be) the filing
of a certificate of dissolution of the Sponsor or upon the revocation of the
charter of the Sponsor and the expiration of 90 days after the date of
revocation without a reinstatement thereof, (iv) the distribution to the Holders
of the Securities of the Debentures, upon exercise of the right of the Holder of
all of the outstanding Common Securities to dissolve the Trust as described
above, (v) the entry of a decree of a judicial dissolution of the Sponsor or the
Trust, or (vi) when all of 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. As soon as practicable
after the dissolution of the Trust and upon completion of the winding up of the
Trust, the Trust shall terminate upon the filing of a certificate of
cancellation with the Secretary of State of the State of Delaware.



                                     A-I-5
<PAGE>

               If a Liquidation of the Trust occurs as described in clause (i),
(ii), (iii) or (v) in the immediately preceding paragraph, the Trust shall be
liquidated by the Institutional Trustee of the Trust as expeditiously as such
Trustee determines to be possible by distributing, after satisfaction of
liabilities to creditors of the Trust as provided by applicable law, to the
Holders of the Securities, the Debentures on a Pro Rata basis to the extent not
satisfied by the Debenture Issuer, unless such distribution is determined by the
Institutional Trustee not to be practical, in which event such Holders will be
entitled to receive out of the assets of the Trust available for distribution to
the Holders, after satisfaction of liabilities to creditors of the Trust to the
extent not satisfied by the Debenture Issuer, an amount equal to the Liquidation
Distribution. An early Liquidation of the Trust pursuant to clause (iv) of the
immediately preceding paragraph shall occur if the Institutional Trustee
determines that such Liquidation is possible by distributing, after satisfaction
of liabilities to creditors of Trust, to the Holders of the Securities on a Pro
Rata basis, the Debentures, and such distribution occurs.

               If, upon any such Liquidation 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 such Capital Securities shall be paid to the Holders of the
Securities on a pro rata basis, except that if an Event of Default has occurred
and is continuing, the Capital Securities shall have a preference over the
Common Securities with regard to such distributions.

               Upon any such Liquidation of the Trust involving a distribution
of the Debentures, if at the time of such Liquidation, the Capital Securities
were rated by at least one nationally-recognized statistical rating
organization, the Debenture Issuer will use its reasonable best efforts to
obtain from at least one such or other rating organization a rating for the
Debentures.

               After the date for any distribution of the Debentures upon
dissolution of the Trust, (i) the Securities of the Trust will be deemed to be
no longer outstanding, (ii) any certificates representing the Capital Securities
will be deemed to represent undivided beneficial interests in such of the
Debentures as have an aggregate principal amount equal to the aggregate stated
liquidation amount of, with an interest rate identical to the distribution rate
of, and bearing accrued and unpaid interest equal to accrued and unpaid
distributions on, the Securities until such certificates are presented to the
Debenture Issuer or its agent for transfer or reissuance (and until such
certificates are so surrendered, no payments of interest or principal shall be
made to Holders of Securities in respect of any payments due and payable under
the Debentures) and (iii) all rights of Holders of Securities under the Capital
Securities or the Common Securities, as applicable, shall cease, except the
right of such Holders to receive Debentures upon surrender of certificates
representing such Securities.

                4.      Redemption and Distribution.

                (a)     The Debentures will mature on December 8, 2031. The
Debentures may be redeemed by the Debenture Issuer, in whole or in part, on any
June 8th or December 8th on or after December 8, 2006, at the Redemption Price,
upon not less than 30 days nor more than 60 day's notice to Holders of such
Debentures. In addition, upon the occurrence and continuation



                                     A-I-6
<PAGE>

of a Tax Event, an Investment Company Event or a Capital Treatment Event, the
Debentures may be redeemed by the Debenture Issuer in whole but not in part, at
any time within 90 days following the occurrence of such Tax Event, Investment
Company Event or Capital Treatment Event, as the case may be (the "Special
Redemption Date"), at the Special Redemption Price, upon not less than 30 nor
more than 60 days' notice to Holders of the Debentures so long as such Tax
Event, Investment Company Event or Capital Treatment Event, as the case may be,
is continuing. In each case, the right of the Debenture Issuer to redeem the
Debentures is subject to the Debenture Issuer having received prior approval
from the OTS, if then required under applicable capital guidelines or policies
of the OTS.

               "Tax Event" means the receipt by the Debenture Issuer and the
Trust of an opinion of counsel experienced in such matters to the effect that,
as a result of 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 as a result of
any official administrative pronouncement (including any private letter ruling,
technical advice memorandum, regulatory procedure, notice or announcement (an
"Administrative Action")) or judicial decision interpreting or applying such
laws or regulations, regardless of whether such Administrative Action or
judicial decision is issued to or in connection with a proceeding involving the
Debenture Issuer or the Trust and whether or not subject to review or appeal,
which amendment, clarification, change, Administrative Action or decision is
enacted, promulgated or announced, in each case on or after the date of original
issuance of the Debentures, there is more than an insubstantial risk that: (i)
the Trust is, or will be within 90 days of the date of such opinion, subject to
United States federal income tax with respect to income received or accrued on
the Debentures; (ii) interest payable by the Debenture Issuer on the Debentures
is not, or within 90 days of the date of such opinion, will not be, deductible
by the Debenture Issuer, in whole or in part, for United States federal income
tax purposes; or (iii) the Trust is, or will be within 90 days of the date of
such opinion, subject to more than a de minimis amount of other taxes, duties or
other governmental charges.

               "Investment Company Event" means the receipt by the Company and
the Trust of an opinion of counsel experienced in such matters to the effect
that, as a result of a change in law or regulation or written change in
interpretation or application of law or regulation by any legislative body,
court, governmental agency or regulatory authority, there is more than an
insubstantial risk that the Trust is or, within 90 days of the date of such
opinion will be, considered an "investment company" that is required to be
registered under the Investment Company Act of 1940, as amended, which change or
prospective change becomes effective or would become effective, as the case may
be, on or after the date of the original issuance of the Debentures.

               "Capital Treatment Event" means the receipt by the Debenture
Issuer and the Trust of an opinion of counsel experienced in such matters to the
effect that, as a result of (a) any amendment to, or change in, the laws, rules
or regulations of the United States or any political subdivision thereof or
therein, or any rules, guidelines or policies of an applicable regulatory
authority for the Company or (b) any official or administrative pronouncement or
action or decision interpreting or applying such laws, rules or regulations,
which amendment or change is effective or which pronouncement, action or
decision is announced on or after the date of



                                     A-I-7
<PAGE>

original issuance of the Debentures, there is more than an insubstantial risk
that the Debenture Issuer will not, within 90 days of the date of such opinion,
be entitled to treat an amount equal to the aggregate Liquidation Amount of the
Capital Securities as "Tier 1 Capital" (or its then equivalent if the Company
were subject to such capital requirement) applied as if the Company (or its
successors) were a bank holding company for purposes of the capital adequacy
guidelines of the Federal Reserve (or any successor regulatory authority with
jurisdiction over bank holding companies), or any capital adequacy guidelines as
then in effect and applicable to the Debenture Issuer; provided, however, that
the distribution of the Debentures in connection with the Liquidation of the
Trust by the Debenture Issuer shall not in and of itself constitute a Capital
Treatment Event unless such Liquidation shall have occurred in connection with a
Tax Event or an Investment Company Event.

               "Special Event" means any of a Capital Treatment Event, a Tax
Event or an Investment Company Event.

               "Redemption Price" means 100% of the principal amount of the
Debentures being redeemed plus accrued and unpaid interest on such Debentures to
the Redemption Date or, in the case of a redemption due to the occurrence of a
Special Event, to the Special Redemption Date if such Special Redemption Date is
on or after December 8, 2006.

               "Special Redemption Price" means (1) if the Special Redemption
Date is before December 8, 2006, the greater of (a) 100% of the principal amount
of the Debentures being redeemed pursuant to Section 10.02 of the Indenture or
(b) as determined by a Quotation Agent, the sum of the present values of the
principal amount payable as part of the Redemption Price with respect to a
redemption as of December 8, 2006 together with the present value of interest
payments calculated at a fixed per annum rate of interest equal to 9.95% over
the Remaining Life of such Debentures, discounted to the Special Redemption Date
on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate plus 0.50% plus, in the case of either (a) or (b),
accrued and unpaid interest on such Debentures to the Special Redemption Date
and (2) if the Special Redemption Date is on or after December 8, 2006, the
Redemption Price for such Special Redemption Date.

               "Comparable Treasury Issue" means, with respect to any Special
Redemption Date, the United States Treasury security selected by the Quotation
Agent as having a maturity comparable to the Remaining Life that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the Remaining Life. If no United States Treasury security has a
maturity which is within a period from three months before to three months after
December 8, 2006, the two most closely corresponding United States Treasury
securities shall be used as the Comparable Treasury Issue, and the Treasury Rate
shall be interpolated or extrapolated on a straight-line basis, rounding to the
nearest month using such securities.

               "Comparable Treasury Price" means (a) the average of five
Reference Treasury Dealer Quotations for such Special Redemption Date, after
excluding the highest and lowest such Reference Treasury Dealer Quotations, or
(b) if the Quotation Agent obtains fewer than five such Reference Treasury
Dealer Quotations, the average of all such Quotations.



                                     A-I-8
<PAGE>

               "Primary Treasury Dealer" shall mean a primary United States
Government securities dealer in New York City.

               "Quotation Agent" means Salomon Smith Barney Inc. and its
successors; provided, however, that if the foregoing shall cease to be a Primary
Treasury Dealer, the Debenture Issuer shall substitute therefor another Primary
Treasury Dealer.

               "Redemption Date" shall mean the date fixed for the redemption of
Capital Securities, which shall be any June 8th or December 8th on or after
December 8, 2006.

               "Reference Treasury Dealer" means (i) the Quotation Agent and
(ii) any other Primary Treasury Dealer selected by the Debenture Trustee after
consultation with the Debenture Issuer.

               "Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any Special Redemption Date, the average, as
determined by the Quotation Agent, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Debenture Trustee by such Reference
Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day
preceding such Special Redemption Date.

               "Remaining Life" means, with respect to any Debentures the period
from the Special Redemption Date for such Debentures to December 8, 2006.

               "Treasury Rate" means (i) the yield, under the heading which
represents the average for the week immediately prior to the date of
calculation, appearing in the most recently published statistical release
designated H.15 (519) or any successor publication which is published weekly by
the Federal Reserve and which establishes yields on actively traded United
States Treasury securities adjusted to constant maturity under the caption
"Treasury Constant Maturities", for the maturity corresponding to the Remaining
Life (if no maturity is within three months before or after the Remaining Life,
yields for the two published maturities most closely corresponding to the
Remaining Life shall be determined and the Treasury Rate shall be interpolated
or extrapolated from such yields on a straight-line basis, rounding to the
nearest month) or (ii) if such release (or any successor release) is not
published during the week preceding the calculation date or does not contain
such yields, the rate per annum equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, calculated using a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such Special Redemption Date. The
Treasury Rate shall be calculated on the third Business Day preceding the
Special Redemption Date.

                (b)     Upon the repayment in full at maturity or redemption in
whole or in part of the Debentures (other than following the distribution of the
Debentures to the Holders of the Securities), the proceeds from such repayment
or payment shall concurrently be applied to redeem Pro Rata at the applicable
Redemption Price, Securities having an aggregate liquidation amount equal to the
aggregate principal amount of the Debentures so repaid or redeemed;



                                     A-I-9
<PAGE>

provided, however, that holders of such Securities shall be given not less than
30 nor more than 60 days' notice of such redemption (other than at the scheduled
maturity of the Debentures).

                (c)     If fewer than all the outstanding Securities are to be
so redeemed, the Common Securities and the Capital Securities will be redeemed
Pro Rata and the Capital Securities to be redeemed will be as described in
Section 4(e)(ii) below.

                (d)     The Trust may not redeem fewer than all the outstanding
Capital Securities unless all accrued and unpaid Distributions have been paid on
all Capital Securities for all semi-annual 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 the 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 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 4(e)(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
                such Securities. Each Redemption/Distribution Notice shall be
                addressed to the Holders of such Securities at the address of
                each such Holder appearing on the books and records of the
                Registrar. No defect in the Redemption/Distribution Notice or in
                the mailing 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 Capital
                Securities.

                        (iii)   If the Securities are to be redeemed and the
                Trust gives a Redemption/Distribution Notice, which notice may
                only be issued if the Debentures are redeemed as set out in this
                Section 4 (which notice will be irrevocable), then, provided,
                that the Institutional Trustee has a sufficient amount of cash
                in connection with the related redemption or maturity of the
                Debentures, the Institutional Trustee will pay the relevant
                Redemption Price to the Holders of such Securities by check
                mailed to the address of each such Holder appearing on the books
                and records of the Trust on the redemption date. If a
                Redemption/Distribution Notice shall have been given and funds
                deposited as required then immediately prior to the close of
                business on the date of such deposit Distributions will cease to
                accrue 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



                                     A-I-10
<PAGE>

                applicable Redemption Price specified in Section 4(a), but
                without interest on such Redemption Price. If any date fixed for
                redemption of Securities is not a Business Day, then payment of
                any such Redemption Price 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 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 Debenture Issuer as
                guarantor pursuant to the Guarantee, Distributions on such
                Securities will continue to accrue at the then applicable rate
                from the original redemption date to the actual date of payment,
                in which case the actual payment date will be considered the
                date fixed for redemption for purposes of calculating the
                Redemption Price. In the event of any redemption of the Capital
                Securities issued by the Trust in part, the Trust shall not be
                required to (i) issue, register the transfer of or exchange any
                Security during a period beginning at the opening of business 15
                days before any selection for redemption of the Capital
                Securities and ending at the close of business on the earliest
                date on which the relevant notice of redemption is deemed to
                have been given to all Holders of the Capital Securities to be
                so redeemed or (ii) register the transfer of or exchange any
                Capital Securities so selected for redemption, in whole or in
                part, except for the unredeemed portion of any Capital
                Securities being redeemed in part.

                        (iv)    Redemption/Distribution Notices shall be sent by
                the Administrators on behalf of the Trust (A) in respect of the
                Capital Securities, to the Holders thereof, and (B) in respect
                of the Common Securities, to the Holder thereof.

                        (v)     Subject to the foregoing and applicable law
                (including, without limitation, United States federal securities
                laws), and provided, that the acquiror is not the Holder of the
                Common Securities or the obligor under the Indenture, the
                Sponsor or any of its subsidiaries may at any time and from time
                to time purchase outstanding Capital Securities by tender, in
                the open market or by private agreement.

                5.      Voting Rights - Capital Securities. (a) Except as
provided under Sections 5(b) and 7 and as otherwise required by law and the
Declaration, the Holders of the Capital Securities will have no voting rights.
The Administrators are required to call a meeting of the Holders of the Capital
Securities if directed to do so by Holders of not less than 10% in liquidation
amount of the Capital Securities.

                (b)     Subject to the requirements of obtaining a tax opinion
by the Institutional Trustee in certain circumstances set forth in the last
sentence of this paragraph, the Holders of a Majority in liquidation amount of
the Capital Securities, voting separately as a class, have the right to direct
the time, method, and place of conducting any proceeding for any remedy
available to the Institutional Trustee, or exercising any trust or power
conferred upon the



                                     A-I-11
<PAGE>

Institutional Trustee under the Declaration, including the right to direct the
Institutional Trustee, as holder of the Debentures, to (i) exercise the remedies
available under the Indenture as the holder of the Debentures, (ii) waive any
past default 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 or (iv) consent on behalf of all the Holders of the Capital
Securities 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 would require the consent or act of the
holders of greater than a simple majority in principal amount of Debentures (a
"Super Majority") affected thereby, the Institutional Trustee may only give such
consent or take such action at the written direction of the Holders of not less
than the proportion in liquidation amount of the Capital Securities outstanding
which the relevant Super Majority represents of the aggregate principal amount
of the Debentures outstanding. If the Institutional Trustee fails to enforce its
rights under the Debentures after the Holders of a Majority in liquidation
amount of such Capital Securities have so directed the Institutional Trustee, to
the fullest extent permitted by law, a Holder of the Capital Securities may
institute a legal proceeding directly against the Debenture Issuer to enforce
the Institutional Trustee's rights under the Debentures without first
instituting any legal proceeding against the Institutional Trustee or any other
person or entity. 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 the
interest or principal is payable (or in the case of redemption, the redemption
date), then a Holder of record of the Capital Securities may directly institute
a proceeding for enforcement of payment, on or after the respective due dates
specified in the Debentures, to such Holder directly of the principal of or
interest on the Debentures having an aggregate principal amount equal to the
aggregate liquidation amount of the Capital Securities of such Holder. The
Institutional Trustee shall notify all Holders of the Capital Securities of any
default actually known to the Institutional Trustee with respect to the
Debentures unless (x) such default has been cured prior to the giving of such
notice or (y) the Institutional Trustee determines in good faith that the
withholding of such notice is in the interest of the Holders of such Capital
Securities, except where the default relates to the payment of principal of or
interest on any of the Debentures. Such notice shall state that such Indenture
Event of Default also constitutes an Event of Default hereunder. Except with
respect to directing the time, method and place of conducting a proceeding for a
remedy, the Institutional Trustee shall not take any of the actions described in
clause (i), (ii) or (iii) above unless the Institutional Trustee has obtained an
opinion of tax counsel to the effect that, as a result of such action, the Trust
will not be classified as other than a grantor trust for United States federal
income tax purposes.

               In the event the consent of the Institutional Trustee, as the
holder of the Debentures is required under the Indenture with respect to any
amendment, modification or termination of the Indenture, the Institutional
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 a Super Majority, the Institutional Trustee may only give such
consent at the written direction of the Holders of not



                                     A-I-12
<PAGE>

less than the proportion in liquidation amount of such Securities outstanding
which the relevant Super Majority represents of the aggregate principal amount
of the Debentures outstanding. The Institutional Trustee shall not take any such
action in accordance with the written directions of the Holders of the
Securities unless the Institutional Trustee has obtained an opinion of tax
counsel to the effect that, as a result of such action, the Trust will not be
classified as other than a grantor trust for United States federal income tax
purposes.

               A waiver of an Indenture Event of Default will constitute a
waiver of the corresponding Event of Default hereunder. Any required approval or
direction of Holders of the Capital Securities may be given at a separate
meeting of Holders of the Capital Securities convened for such purpose, at a
meeting of all of the Holders of the Securities in the Trust or pursuant to
written consent. The Institutional Trustee will cause a notice of any meeting at
which Holders of the Capital 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 the Capital 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 Capital Securities will be required for the Trust to
redeem and cancel Capital Securities or to distribute the Debentures in
accordance with the Declaration and the terms of the Securities.

               Notwithstanding that Holders of the Capital Securities are
entitled to vote or consent under any of the circumstances described above, any
of the Capital Securities that are owned by the Sponsor or any Affiliate of the
Sponsor shall not entitle the Holder thereof to vote or consent and shall, for
purposes of such vote or consent, be treated as if such Capital Securities were
not outstanding.

               In no event will Holders of the Capital Securities have the right
to vote to appoint, remove or replace the Administrators, which voting rights
are vested exclusively in the Sponsor as the Holder of all of the Common
Securities of the Trust. Under certain circumstances as more fully described in
the Declaration, Holders of Capital Securities have the right to vote to
appoint, remove or replace the Institutional Trustee and the Delaware Trustee.

                6.      Voting Rights - Common Securities. (a) Except as
provided under Sections 6(b), 6(c) and 7 and as otherwise required by law and
the Declaration, the Common Securities will have no voting rights.

                (b)     The Holders of the Common Securities are entitled, in
accordance with Article IV of the Declaration, to vote to appoint, remove or
replace any Administrators.

                (c)     Subject to Section 6.7 of the Declaration and only after
each Event of Default (if any) with respect to the Capital Securities has been
cured, waived or otherwise eliminated and subject to the requirements of the
second to last sentence of this paragraph, the Holders of a Majority in
liquidation amount of the Common Securities, voting separately as a class, may
direct the time, method, and place of conducting any proceeding for any remedy



                                     A-I-13
<PAGE>

available to the Institutional Trustee, or exercising any trust or power
conferred upon the Institutional Trustee under the Declaration, including (i)
directing the time, method, 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 are 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, provided, however, that, where a
consent or action under the Indenture would require a Super Majority, the
Institutional Trustee may only give such consent or take such action at the
written direction of the Holders of not less than the proportion in liquidation
amount of the Common Securities which the relevant Super Majority represents of
the aggregate principal amount of the Debentures outstanding. Notwithstanding
this Section 6(c), the Institutional Trustee shall not revoke any action
previously authorized or approved by a vote or consent of the Holders of the
Capital Securities. Other than with respect to directing the time, method and
place of conducting any proceeding for any remedy available to the Institutional
Trustee or the Debenture Trustee as set forth above, the Institutional Trustee
shall not take any action described in clause (i), (ii) or (iii) above, unless
the Institutional 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
Institutional Trustee fails to enforce its rights under the Declaration, to the
fullest extent permitted by law any Holder of the Common Securities may
institute a legal proceeding directly against any Person to enforce the
Institutional Trustee's rights under the Declaration, without first instituting
a legal proceeding against the Institutional Trustee or any other Person.

               Any approval or direction of Holders of the Common Securities may
be given at a separate meeting of Holders of the Common Securities convened for
such purpose, at a meeting of all of the Holders of the Securities in the Trust
or pursuant to written consent. The Administrators will cause a notice of any
meeting at which Holders of the Common 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 the Common Securities. Each such notice will
include a statement setting forth (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 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.

                7.      Amendments to Declaration and Indenture. (a) In addition
to any requirements under Section 11.1 of the Declaration, if any proposed
amendment to the Declaration provides for, or the 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 Liquidation of the Trust, other than as described in
Section 7.1 of the Declaration, then the Holders of outstanding Securities,
voting together as a single 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 the Holders of not less



                                     A-I-14
<PAGE>

than a Majority in liquidation amount of the Securities affected thereby;
provided, however, if any amendment or proposal referred to in clause (i) above
would adversely affect only the Capital 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.

                (b)     In the event the consent of the Institutional Trustee as
the holder of the Debentures is required under the Indenture with respect to any
amendment, modification or termination of the Indenture or the Debentures, the
Institutional 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
a Super Majority, the Institutional Trustee may only give such consent at the
written direction of the Holders of not less than the proportion in liquidation
amount of the Securities which the relevant Super Majority represents of the
aggregate principal amount of the Debentures outstanding.

                (c)     Notwithstanding the foregoing, no amendment or
modification may be made to the Declaration if such amendment or modification
would (i) cause the Trust to be classified for purposes of United States federal
income taxation as other than a grantor trust, (ii) reduce or otherwise
adversely affect the powers of the Institutional Trustee or (iii) cause the
Trust to be deemed an "investment company" which is required to be registered
under the Investment Company Act.

                (d)     Notwithstanding any provision of the Declaration, the
right of any Holder of the Capital Securities to receive payment of
distributions and other payments upon redemption or otherwise, on or after their
respective due dates, or to institute a suit for the enforcement of any such
payment on or after such respective dates, shall not be impaired or affected
without the consent of such Holder. For the protection and enforcement of the
foregoing provision, each and every Holder of the Capital Securities shall be
entitled to such relief as can be given either at law or equity.

                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 the 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 has occurred and is continuing, in which case
any funds available to make such payment shall be paid first to each Holder of
the Capital Securities Pro Rata according to the aggregate liquidation amount of
the Capital Securities held by the relevant Holder relative to the aggregate
liquidation amount of all Capital Securities outstanding, and only after
satisfaction of all amounts owed to the Holders of the Capital Securities, to
each Holder of the Common Securities Pro Rata according to the aggregate
liquidation amount of the Common Securities held by the relevant Holder relative
to the aggregate liquidation amount of all Common Securities outstanding.



                                     A-I-15
<PAGE>

                9.      Ranking. The Capital Securities rank pari passu with and
payment thereon shall be made Pro Rata with the Common Securities except that,
where an Event of Default has occurred and is continuing, the rights of Holders
of the Common Securities to receive payment of Distributions and payments upon
liquidation, redemption and otherwise are subordinated to the rights of the
Holders of the Capital Securities with the result that no payment of any
Distribution on, or Redemption Price of, any Common Security, and no other
payment on account of redemption, liquidation or other acquisition of Common
Securities, shall be made unless payment in full in cash of all accumulated and
unpaid Distributions on all outstanding Capital Securities for all distribution
periods terminating on or prior thereto, or in the case of payment of the
Redemption Price the full amount of such Redemption Price on all outstanding
Capital Securities then called for redemption, shall have been made or provided
for, and all funds immediately available to the Institutional Trustee shall
first be applied to the payment in full in cash of all Distributions on, or the
Redemption Price of, the Capital Securities then due and payable.

                10.     Acceptance of Guarantee and Indenture. Each Holder of
the Capital Securities and the Common Securities, by the acceptance of such
Securities, agrees to the provisions of the Guarantee, including the
subordination provisions therein and to the provisions of the Indenture.

                11.     No Preemptive Rights. The Holders of the Securities
shall have no, and the issuance of the Securities is not subject to, 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 Guarantee,
and the Indenture to a Holder without charge on written request to the Sponsor
at its principal place of business.




                                     A-I-16
<PAGE>

                                   EXHIBIT A-1

                      FORM OF CAPITAL SECURITY CERTIFICATE

                           [FORM OF FACE OF SECURITY]

               THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR ANY
OTHER APPLICABLE 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. THE HOLDER OF THIS SECURITY BY ITS
ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY
(A) TO THE DEBENTURE ISSUER OR THE TRUST, (B) PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A
"QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT
TO AN EXEMPTION FROM REGISTRATION TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING
OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT
THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF AN
"ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR
OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE DEBENTURE
ISSUER'S AND THE TRUST'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSES (C) OR (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM IN
ACCORDANCE WITH THE AMENDED AND RESTATED DECLARATION OF TRUST, A COPY OF WHICH
MAY BE OBTAINED FROM THE DEBENTURE ISSUER OR THE TRUST. THE HOLDER OF THIS
SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS.

               THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES,
REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL
RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"),
(EACH A "PLAN"), OR AN ENTITY



                                     A-I-1
<PAGE>

WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S INVESTMENT
IN THE ENTITY AND NO PERSON INVESTING "PLAN ASSETS" OF ANY PLAN MAY ACQUIRE OR
HOLD THIS SECURITY OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS
ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR
PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14 OR
ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY IS NOT
PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO
SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANY
INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING
THEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF
SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS
APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT
PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE
BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE WILL NOT
RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF
THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.

               IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE
REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE
REQUIRED BY THE AMENDED AND RESTATED DECLARATION TO CONFIRM THAT THE TRANSFER
COMPLIES WITH THE FOREGOING RESTRICTIONS.

               THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN
BLOCKS HAVING A LIQUIDATION AMOUNT OF NOT LESS THAN $100,000 AND MULTIPLES OF
$1,000 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF THIS SECURITY IN A BLOCK
HAVING A LIQUIDATION AMOUNT OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND
OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT
TO BE THE HOLDER OF THIS SECURITY FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED
TO, THE RECEIPT OF DISTRIBUTIONS ON THIS SECURITY, AND SUCH PURPORTED TRANSFEREE
SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SECURITY.



                                     A-I-2
<PAGE>

        Certificate Number: [_____] Number of Capital Securities: [_____]

                             [CUSIP NO ___________]

                    Certificate Evidencing Capital Securities

                                       of

                              HFC Capital Trust II

                            Floating Rate MMCapS(SM)

                (liquidation amount $1,000 per Capital Security)

               HFC Capital Trust II, 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 ______ capital securities of the Trust representing undivided beneficial
interests in the assets of the Trust, designated the Floating Rate MMCapS(SM)
(liquidation amount $1,000 per Capital Security) (the "Capital Securities").
Subject to the Declaration (as defined below), the Capital 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 Capital Securities represented hereby are issued
pursuant to, and the designation, rights, privileges, restrictions, preferences
and other terms and provisions of the Capital Securities shall in all respects
be subject to, the provisions of the Amended and Restated Declaration of Trust
of the Trust dated as of November 28, 2001, among Simone Lagomarsino, Karen
Abajian, and Eileen Lyon, as Administrators, Wilmington Trust Company, as
Delaware Trustee, Wilmington Trust Company, as Institutional Trustee, Hawthorne
Financial Corporation, as Sponsor, and the holders from time to time of
undivided beneficial interests in the assets of the Trust, including the
designation of the terms of the Capital Securities as set forth in Annex I to
the Declaration, as the same may be amended from time to time (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 Guarantee to the extent provided therein. The Sponsor will provide a copy of
the Declaration, the Guarantee, and the Indenture to the Holder without charge
upon written request to the Trust at its principal place of business.

               Upon receipt of this Security, the Holder is bound by the
Declaration and is entitled to the benefits thereunder.

               By acceptance of this Security, the Holder agrees to treat, for
United States federal income tax purposes, the Debentures as indebtedness and
the Capital Securities as evidence of beneficial ownership in the Debentures.

               This Capital Security is governed by, and shall be construed in
accordance with, the laws of the State of Delaware, without regard to principles
of conflict of laws.



                                     A-I-3
<PAGE>

        IN WITNESS WHEREOF, the Trust has duly executed this certificate.

                                   HFC Capital Trust II

                                   By:
                                      -----------------------------------------
                                   Name:
                                   Administrator

                                   Dated:
                                         --------------------------------------





                          CERTIFICATE OF AUTHENTICATION

               This is one of the Capital Securities referred to in the
within-mentioned Declaration.

                                   WILMINGTON TRUST COMPANY,
                                   not in its individual capacity but solely as
                                   the Institutional Trustee

                                   By:
                                      -----------------------------------------
                                                 Authorized Officer

                                   Dated:
                                         --------------------------------------



                                     A-I-4
<PAGE>

                          [FORM OF REVERSE OF SECURITY]

               Distributions payable on each Capital Security will be payable at
a variable per annum rate of interest, reset semi-annually, equal to LIBOR (as
defined in the Declaration) plus 3.75% (the "Coupon Rate") (provided, that the
applicable Coupon Rate may not exceed 11.0% through the Interest Payment Date in
December, 2006) of the stated liquidation amount of $1,000 per Capital Security,
such rate being the rate of interest payable on the Debentures to be held by the
Institutional Trustee. Except as set forth below in respect of an Extension
Period, Distributions in arrears for more than one semi-annual period will bear
interest thereon compounded semi-annually at the applicable Coupon Rate for each
such semi-annual period (to the extent permitted by applicable law). The term
"Distributions" as used herein includes cash distributions, any such compounded
distributions and any Additional Interest payable on the Debentures unless
otherwise stated. A Distribution is payable only to the extent that payments are
made in respect of the Debentures held by the Institutional Trustee and to the
extent the Institutional Trustee has funds available in the Property Account
therefor. The amount of Distributions payable for any period will be computed
for any full semi-annual Distribution period on the basis of a 360-day year and
the actual number of days elapsed in the relevant Distribution period.

               Except as otherwise described below, Distributions on the Capital
Securities will be cumulative, will accrue from the date of original issuance
and will be payable semi-annually in arrears on June 8th and December 8th of
each year, commencing on June 8, 2002 (each, a "Distribution Payment Date"). The
Debenture Issuer has the right under the Indenture to defer payments of interest
on the Debentures by extending the interest payment period for up to 10
consecutive semi-annual periods (each, an "Extension Period") at any time and
from time to time on the Debentures, subject to the conditions described below,
during which Extension Period no interest shall be due and payable (except any
Additional Interest that may be due and payable). During any Extension Period,
interest will continue to accrue on the Debentures, and interest on such accrued
interest (such accrued interest and interest thereon referred to herein as
"Deferred Interest") will accrue at an annual rate equal to the Coupon Rate in
effect for each such Extension Period, compounded semi-annually from the date
such Deferred Interest would have been payable were it not for the Extension
Period, to the extent permitted by law. No Extension Period may end on a date
other than a Distribution Payment Date. At the end of any such Extension Period,
the Debenture Issuer shall pay all Deferred Interest then accrued and unpaid on
the Debentures; provided, however, that no Extension Period may extend beyond
the Maturity Date. Prior to the termination of any Extension Period, the
Debenture Issuer may further extend such period, provided, that such period
together with all such previous and further consecutive extensions thereof shall
not exceed 10 consecutive semi-annual periods, or extend beyond the Maturity
Date. Upon the termination of any Extension Period and upon the payment of all
Deferred Interest, the Debenture Issuer may commence a new Extension Period,
subject to the foregoing requirements. No interest or Deferred Interest shall be
due and payable during an Extension Period, except at the end thereof, but each
installment of interest that would otherwise have been due and payable during
such Extension Period shall bear Deferred Interest. If Distributions are
deferred, the Distributions due shall be paid on the date that the related
Extension Period terminates, or, if such date is not a Distribution Payment
Date, on the immediately following Distribution Payment Date, to Holders of the
Securities as they appear on the books and records of the Trust on the record
date immediately preceding such date. Distributions on the Securities must be
paid on the dates payable (after giving effect to any




                                     A-I-5
<PAGE>

               Extension Period) to the extent that the Trust has funds
available for the payment of such distributions in the Property Account of the
Trust. The Trust's funds available for Distribution to the Holders of the
Securities will be limited to payments received from the Debenture Issuer. The
payment of Distributions out of moneys held by the Trust is guaranteed by the
Guarantor pursuant to the Guarantee.

               The Capital Securities shall be redeemable as provided in the
Declaration.



                                     A-I-6
<PAGE>

                                   ASSIGNMENT

               FOR VALUE RECEIVED, the undersigned assigns and transfers this
Capital Security Certificate to:


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

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

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


(Insert assignee's social security or tax identification number)


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

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

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


(Insert address and zip code of assignee), and irrevocably appoints ________
________ as agent to transfer this Capital Security Certificate on the books
of the Trust. The agent may substitute another to act for it, him or her.

               Date:
                    ---------------------------
               Signature:
                         ----------------------

               (Sign exactly as your name appears on the other side of this
Capital Security Certificate)

               Signature Guarantee:(1)
                                      ----------------------------------





(1)  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 Security 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 Security registrar in addition to, or in substitution
     for, STAMP, all in accordance with the Securities Exchange Act of 1934, as
     amended.


                                     A-I-7
<PAGE>

                                   EXHIBIT A-2

                       FORM OF COMMON SECURITY CERTIFICATE

                THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS OR ANY OTHER
APPLICABLE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION.

                EXCEPT AS SET FORTH IN SECTION 8.1(b) OF THE DECLARATION (AS
DEFINED BELOW), THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED.



                                     A-2-1
<PAGE>

Certificate Number:   [_____]               Number of Common Securities: [____]


                    Certificate Evidencing Common Securities

                                       of

                              HFC Capital Trust II

               HFC Capital Trust II, 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 ______ common
securities of the Trust representing undivided beneficial interests in the
assets of the Trust (the "Common Securities"). The Common Securities represented
hereby are issued pursuant to, and the designation, rights, privileges,
restrictions, preferences and other terms and provisions of the Common
Securities shall in all respects be subject to, the provisions of the Amended
and Restated Declaration of Trust of the Trust dated as of November 28, 2001,
among Simone Lagomarsino, Karen Abajian and Eileen Lyon, as Administrators,
Wilmington Trust Company, as Delaware Trustee, Wilmington Trust Company, as
Institutional Trustee, the Holder, as Sponsor, and the holders from time to time
of undivided beneficial interests in the assets of the Trust, including the
designation of the terms of the Common Securities as set forth in Annex I to the
Declaration, as the same may be amended from time to time (the "Declaration").
Capitalized terms used herein but not defined shall have the meaning given them
in the Declaration. The Sponsor will provide a copy of the Declaration and the
Indenture to the Holder without charge upon written request to the Sponsor at
its principal place of business.

               As set forth in the Declaration, when an Event of Default has
occurred and is continuing, the rights of Holders of Common Securities to
payment in respect of Distributions and payments upon Liquidation, redemption or
otherwise are subordinated to the rights of payment of Holders of the Capital
Securities.

               Upon receipt of this Certificate, the Holder is bound by the
Declaration and is entitled to the benefits thereunder.

               By acceptance of this Certificate, the Holder agrees to treat,
for United States federal income tax purposes, the Debentures as indebtedness
and the Common Securities as evidence of undivided beneficial ownership in the
Debentures.

               This Common Security is governed by, and shall be construed in
accordance with, the laws of the State of Delaware, without regard to principles
of conflict of laws.



                                     A-2-2
<PAGE>

                IN WITNESS WHEREOF, the Trust has executed this certificate this
___ day of _________________.

                                  HFC Capital Trust II

                                  By:
                                     --------------------------------------
                                      Name:
                                      Administrator



                                     A-2-3
<PAGE>

                          [FORM OF REVERSE OF SECURITY]

               Distributions payable on each Common Security will be identical
in amount to the Distributions payable on each Capital Security, which is at a
variable per annum rate of interest, reset semi-annually, equal to LIBOR (as
defined in the Declaration) plus 3.75% (the "Coupon Rate") (provided, that the
applicable Coupon Rate may not exceed 11.0% through the Interest Payment Date in
December, 2006) of the stated liquidation amount of $1,000 per Capital Security,
such rate being the rate of interest payable on the Debentures to be held by the
Institutional Trustee. Except as set forth below in respect of an Extension
Period, Distributions in arrears for more than one semi-annual period will bear
interest thereon compounded semi-annually at the applicable Coupon Rate for each
such semi-annual period (to the extent permitted by applicable law). The term
"Distributions" as used herein includes cash distributions, any such compounded
distributions and any Additional Interest payable on the Debentures unless
otherwise stated. A Distribution is payable only to the extent that payments are
made in respect of the Debentures held by the Institutional Trustee and to the
extent the Institutional Trustee has funds available in the Property Account
therefor. The amount of Distributions payable for any period will be computed
for any full semi-annual Distribution period on the basis of a 360-day year and
the actual number of days elapsed in the relevant Distribution period.

                Except as otherwise described below, Distributions on the Common
Securities will be cumulative, will accrue from the date of original issuance
and will be payable semi-annually in arrears on June 8th and December 8th of
each year, commencing on June 8, 2002 (each, a "Distribution Payment Date"). The
Debenture Issuer has the right under the Indenture to defer payments of interest
on the Debentures by extending the interest payment period for up to 10
consecutive semi-annual periods (each, an "Extension Period") at any time and
from time to time on the Debentures, subject to the conditions described below,
during which Extension Period no interest shall be due and payable (except any
Additional Interest that may be due and payable). During any Extension Period,
interest would continue to accrue on the Debentures, and interest on such
accrued interest (such accrued interest and interest thereon referred to herein
as "Deferred Interest") will accrue at an annual rate equal to the Coupon Rate
in effect for each such Extension Period, compounded semi-annually from the date
such Deferred Interest would have been payable were it not for the Extension
Period, to the extent permitted by law. No Extension Period may end on a date
other than a Distribution Payment Date. At the end of any such Extension Period
the Debenture Issuer shall pay all Deferred Interest then accrued and unpaid on
the Debentures; provided, however, that no Extension Period may extend beyond
the Maturity Date. Prior to the termination of any Extension Period, the
Debenture Issuer may further extend such period, provided, that such period
together with all such previous and further consecutive extensions thereof shall
not exceed 10 consecutive semi-annual periods, or extend beyond the Maturity
Date. Upon the termination of any Extension Period and upon the payment of all
Deferred Interest, the Debenture Issuer may commence a new Extension Period,
subject to the foregoing requirements. No interest or Deferred Interest shall be
due and payable during an Extension Period, except at the end thereof, but each
installment of interest that would otherwise have been due and payable during
such Extension Period shall bear Deferred Interest. If Distributions are
deferred, the Distributions due shall be paid on the date that the related
Extension Period terminates, or, if such date is not a Distribution Payment
Date, on the



                                     A-2-4
<PAGE>

immediately following Distribution Payment Date, to Holders of the Securities as
they appear on the books and records of the Trust on the record date immediately
preceding such date. Distributions on the Securities must be paid on the dates
payable (after giving effect to any Extension Period) to the extent that the
Trust has funds available for the payment of such distributions in the Property
Account of the Trust. The Trust's funds available for Distribution to the
Holders of the Securities will be limited to payments received from the
Debenture Issuer. The payment of Distributions out of moneys held by the Trust
is guaranteed by the Guarantor pursuant to the Guarantee.

               The Common Securities shall be redeemable as provided in the
Declaration.



                                     A-2-5
<PAGE>

                                   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 ________ as agent to transfer this 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
Common Security Certificate)


               Signature Guarantee:(1)
                                      ----------------------------------


----------------
(1)  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 Security 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 Security registrar in addition to, or in substitution
     for, STAMP, all in accordance with the Securities Exchange Act of 1934, as
     amended.



                                     A-2-6
<PAGE>

                                                                      EXHIBIT B

                         FORM OF TRANSFEREE CERTIFICATE

                  TO BE EXECUTED BY TRANSFEREES OTHER THAN QIBS

                                                            ----------, [     ]

Hawthorne Financial Corporation
HFC Capital Trust II
2381 Rosecrans Avenue
El Segundo, California 90245

          Re:  Purchase of $1,000 stated liquidation amount of Floating Rate
               MMCapS(SM)(the "Capital Securities") of HFC Capital Trust II

Ladies and Gentlemen:

                In connection with our purchase of the Capital Securities we
confirm that:

          1.   We understand that the Floating Rate MMCapS(SM) (the "Capital
Securities") of HFC Capital Trust II (the "Trust") (including the guarantee (the
"Guarantee") of Hawthorne Financial Corporation (the "Company") executed in
connection therewith) and the Floating Rate Junior Subordinated Debt Securities
due 2031 of the Company (the "Subordinated Debt Securities") (the Capital
Securities, the Guarantee and the Subordinated Debt Securities together being
referred to herein as "Offered Securities"), have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), and may not be
offered or sold except as permitted in the following sentence. We agree on our
own behalf and on behalf of any investor account for which we are purchasing the
Offered Securities that, if, we decide to offer, sell or otherwise transfer any
such Offered Securities, such offer, sale or transfer will be made only (a) to
the Company or the Trust, (b) pursuant to Rule 144A under the Securities Act, to
a person we reasonably believe is a qualified institutional buyer under Rule
144A (a "QIB") that purchases for its own account or for the account of a QIB
and to whom notice is given that the transfer is being made in reliance on Rule
144A, (c) pursuant to an exemption from registration to an "accredited investor"
within the meaning of subparagraph (a) (1), (2), (3) or (7) of Rule 501 under
the Securities Act that is acquiring Offered Securities for its own account or
for the account of such an accredited investor for investment purposes and not
with a view to, or for offer or sale in connection with, any distribution
thereof in violation of the Securities Act, or (d) pursuant to another available
exemption from the registration requirements of the Securities Act, and in each
of the foregoing cases in accordance with any applicable state securities laws
and any requirements of law that govern the disposition of our property. The
foregoing restrictions on resale will not apply subsequent to the date on which,
in the written opinion of counsel, the Capital Securities are not "restricted
securities" within the meaning of Rule 144 under the Securities Act. If any
resale or other transfer of the Offered Securities is proposed to be made
pursuant to clause (c) or (d) above the transferor shall deliver a letter from
the transferee substantially in the form of this letter to the Institutional
Trustee as Transfer Agent, which shall provide as applicable, among other
things, that the transferee is an "accredited investor" within



                                      B-1
<PAGE>

the meaning of subparagraph (a) (1), (2), (3) or (7) of Rule 501 under the
Securities Act that is acquiring such Securities for investment purposes and not
for distribution in violation of the Securities Act. We acknowledge on our
behalf and on behalf of any investor account for which we are purchasing
Securities that the Trust and the Company reserve the right prior to any offer,
sale or other transfer pursuant to clause (c) or (d) to require the delivery of
any opinion of counsel, certifications and/or other information satisfactory to
the Trust and the Company. We understand that the certificates for any Offered
Security that we receive will bear a legend substantially to the effect of the
foregoing.

                2.      We are an "accredited investor" within the meaning of
subparagraph (a) (1), (2), (3) or (7) of Rule 501 under the Securities Act
purchasing for our own account or for the account of such an "accredited
investor," and we are acquiring the Offered Securities for investment purposes
and not with view to, or for offer or sale in connection with, any distribution
in violation of the Securities Act, and we have such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and
risks of our investment in the Offered Securities, and we and any account for
which we are acting are each able to bear the economic risks of our or its
investment.

                3.      We are acquiring the Offered Securities purchased by us
for our own account (or for one or more accounts as to each of which we exercise
sole investment discretion and have authority to make, and do make, the
statements contained in this letter) and not with a view to any distribution of
the Offered Securities, subject, nevertheless, to the understanding that the
disposition of our property will at all times be and remain within our control.

                4.      In the event that we purchase any Capital Securities or
any Subordinated Debt Securities, we will acquire such Capital Securities having
an aggregate stated liquidation amount of not less than $100,000 or such
Subordinated Debt Securities having an aggregate principal amount not less than
$100,000, for our own account and for each separate account for which we are
acting.

                5.      We acknowledge that we either (A) are not a fiduciary of
a pension, profit-sharing or other employee benefit plan subject to the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") (a "Plan"), or an
entity whose assets include "plan assets" by reason of any Plan's investment in
the entity and are not purchasing the Offered Securities on behalf of or with
"plan assets" by reason of any Plan's investment in the entity and are not
purchasing the Offered Securities on behalf of or with "plan assets" of any Plan
or (B) are eligible for the exemptive relief available under one or more of the
following prohibited transaction class exemptions ("PTCEs") issued by the U.S.
Department of Labor: PTCE 96-23, 95-60, 91-38, 90-1 or 84-14.

                6.      We acknowledge that the Trust and the Company and others
will rely upon the truth and accuracy of the foregoing acknowledgments,
representations, warranties and agreements and agree that if any of the
acknowledgments, representations, warranties and agreements deemed to have been
made by our purchase of the Offered Securities are no longer accurate, we shall
promptly notify the Placement Agents. If we are acquiring any Offered Securities
as a fiduciary or agent for one or more investor accounts, we represent that we
have sole discretion with respect to each such investor account and that we have
full power to make



                                      B-2
<PAGE>

the foregoing acknowledgments, representations and agreement on behalf of each
such investor account.



                                              ---------------------------------
                                                   (Name of Purchaser)


                                               By:
                                                  -----------------------------
                                               Date:
                                                    ---------------------------

                Upon transfer, the Offered Securities would be registered in the
name of the new beneficial owner as follows.

Name:
     ----------------------------
Address:
        -------------------------
Taxpayer ID Number:
                   --------------



                                      B-3
<PAGE>

                                                                      EXHIBIT C

                         FORM OF TRANSFEROR CERTIFICATE

                             TO BE EXECUTED FOR QIBs

                                                             ----------, [     ]

Hawthorne Financial Corporation
HFC Capital Trust II
2381 Rosecrans Avenue
El Segundo, California 90245

               Re: Purchase of $1,000 stated liquidation amount of Floating Rate
                   MMCapS(SM) (the "Capital Securities") of HFC Capital Trust II

                Reference is hereby made to the Amended and Restated Declaration
dated as of November 28, 2001 (the "Declaration") among Simone Lagomarsino,
Karen Abajian and Eileen Lyon, as Administrators, Wilmington Trust Company, as
Delaware Trustee, Wilmington Trust Company, as Institutional Trustee, Hawthorne
Financial Corporation, as Sponsor, and the holders from time to time of
undivided beneficial interest in the assets of HFC Capital Trust II. Capitalized
terms used but not defined herein shall have the meanings given them in the
Declaration.

               This letter relates to $____________ aggregate liquidation amount
of Capital Securities which are held in the name of [name of transferor] (the
"Transferor").

               In connection with such request, and in respect to such Capital
Securities, the transferor does hereby certify that such Capital Securities are
being transferred in accordance with (i) the transfer restrictions set forth in
the Capital Securities and (ii) Rule 144A under the United States Securities Act
of 1933, as amended ("Rule 144A"), to a transferee that the Transferor
reasonably believes is purchasing the Capital Securities for its own account or
an account with respect to which the transferee exercises sole investment
discretion and the transferee and any such account is a "qualified institutional
buyer" within the meaning of Rule 144A, in a transaction meeting the
requirements of Rule 144A and in accordance with applicable securities laws of
any state of the United States or any other jurisdiction.



                                      C-1
<PAGE>

               You are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in
any administrative or legal proceeding or official inquiry with respect to the
matters covered hereby.



                                               --------------------------------
                                                   (Name of Transferor)


                                            By:
                                               --------------------------------
                                               Name:
                                                    ---------------------------
                                               Title:
                                                     --------------------------
                                               Date:
                                                    ---------------------------

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



                                      C-2