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                                                                     EXHIBIT 4.6

                    Amended and Restated Declaration Of Trust

                                       Of

                       Kingsway Financial Capital Trust I

                                      Among

                    Kingsway U.S. Funding Inc., as Depositor

                 BNY Midwest Trust Company, as Property Trustee

                                       And

              The Bank of New York (Delaware), as Delaware Trustee

                          Dated as of __________, 2002

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                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                              <C>
ARTICLE I   Defined Terms ......................................................................   2
 SECTION 1.01  Definitions .....................................................................   2
ARTICLE II  Continuation of the Trust ..........................................................  10
 SECTION 2.01.  Name ...........................................................................  11
 SECTION 2.02.  Office of the Delaware Trustee; Principal Place of Business ....................  11
 SECTION 2.03.  Initial Contribution of Trust Property; Organizational Expenses ................  11
 SECTION 2.04.  Issuance of the Preferred Securities ...........................................  11
 SECTION 2.05.  Issuance of the Common Securities; Subscription and Purchase of Debentures .....  12
 SECTION 2.06.  Declaration of Trust ...........................................................  12
 SECTION 2.07.  Authorization to Enter into Certain Transactions................................  12
 SECTION 2.08.  Assets of Trust ................................................................  16
 SECTION 2.09.  Title to Trust Property ........................................................  16
ARTICLE III Payment Account ....................................................................  16
 SECTION 3.01.  Payment Account ................................................................  16
ARTICLE IV  Distributions; Redemption ..........................................................  17
 SECTION 4.01.  Distributions ..................................................................  17
 SECTION 4.02.  Redemption .....................................................................  18
 SECTION 4.03.  Subordination of Common Securities .............................................  20
 SECTION 4.04.  Payment Procedures .............................................................  20
 SECTION 4.05.  Tax Returns and Reports ........................................................  20
 SECTION 4.06.  Payment of Taxes; Duties, etc ..................................................  21
 SECTION 4.07.  Payments Under Indenture .......................................................  21
 SECTION 4.08.  Preferred Securities Acquired by Depoistor .....................................  21
ARTICLE V   Trust Securities Certificates ......................................................  22
 SECTION 5.01.  Initial Ownership ..............................................................  22
 SECTION 5.02.  Trust Securities Certificates ..................................................  22
 SECTION 5.03.  Execution and Delivery of Trust Securities Certificates ........................  23
 SECTION 5.04.  Global Preferred Security ......................................................  23
 SECTION 5.05.  Transfer and Exchange ..........................................................  24
 SECTION 5.06.  Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates .............  25
 SECTION 5.07.  Persons Deemed Securityholders .................................................  26
 SECTION 5.08.  Access to List of Securityholders' Names and Addresses .........................  26
 SECTION 5.09.  Maintenance of Office or Agency; Transfer Agent ................................  26
 SECTION 5.10.  Appointment of Paying Agent ....................................................  26
 SECTION 5.11.  Ownership of Common Securities by Depositor ....................................  27
 SECTION 5.12.  Notice to Owners to be Given to Holders ........................................  27
 SECTION 5.13.  Rights of Securityholders ......................................................  27
ARTICLE VI  Acts of Securityholders; Meetings; Voting ..........................................  29
 SECTION 6.01.  Limitations on Preferred Securityholder's Voting Rights ........................  29
 SECTION 6.02.  Notice of Meetings .............................................................  30
 SECTION 6.03.  Meetings of Securityholders ....................................................  31
 SECTION 6.04.  Voting Rights ..................................................................  31
</TABLE>

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<TABLE>
<S>                                                                                             <C>
 SECTION 6.05.  Proxies, etc ................................................................... 31
 SECTION 6.06.  Securityholder Action by Written Consent ....................................... 31
 SECTION 6.07.  Record Date for Voting and Other Purposes ...................................... 31
 SECTION 6.08.  Acts of Securityholders ........................................................ 32
 SECTION 6.09.  Inspection of Records .......................................................... 32
ARTICLE VII  Representations and Warranties .................................................... 33
 SECTION 7.01.  Representations and Warranties of the Property Trustee and the Delaware
 Trustee ....................................................................................... 33
 SECTION 7.02.  Representations and Warranties of Depositor .................................... 34
ARTICLE VIII The Trustees ...................................................................... 35
 SECTION 8.01.  Certain Duties and Responsibilities ............................................ 35
 SECTION 8.02.  Events of Default Notices; Deferral of Interest Payment Notices ................ 36
 SECTION 8.03.  Certain Rights of Property Trustee ............................................. 36
 SECTION 8.04.  Not Responsible for Recitals ................................................... 38
 SECTION 8.05.  May Hold Securities ............................................................ 39
 SECTION 8.06.  Compensation, Indemnity, Fees .................................................. 39
 SECTION 8.07.  Corporate Property Trustee Required; Eligibility of Trustees ................... 40
 SECTION 8.08.  Conflicting Interests .......................................................... 40
 SECTION 8.09.  Co-Trustees and Separate Trustee ............................................... 40
 SECTION 8.10.  Resignation and Removal; Appointment of Successor .............................. 42
 SECTION 8.11.  Acceptance of Appointment by Successor ......................................... 43
 SECTION 8.12.  Merger, Conversion, Consolidation or Succession to Business .................... 44
 SECTION 8.13.  Preferential Collection of Claims Against Depositor or Trust ................... 44
 SECTION 8.14.  Reports by Property Trustee .................................................... 45
 SECTION 8.15.  Reports to the Property Trustee ................................................ 45
 SECTION 8.16.  Evidence of Compliance with Conditions Precedent ............................... 45
 SECTION 8.17.  Number of Trustees ............................................................. 45
 SECTION 8.18.  Delegation of Power ............................................................ 46
ARTICLE IX   Termination, Liquidation and Merger ............................................... 46
 SECTION 9.01.  Termination Upon Expiration Date ............................................... 46
 SECTION 9.02.  Early Termination .............................................................. 46
 SECTION 9.03.  Termination .................................................................... 47
 SECTION 9.04.  Liquidation .................................................................... 47
 SECTION 9.05.  Mergers, Consolidations, Amalgamations or Replacements of the Trust ............ 48
ARTICLE X    Miscellaneous Provisions .......................................................... 49
 SECTION 10.01. Limitation of Rights of Securityholders ........................................ 49
 SECTION 10.02. Liability of the Common Securityholder ......................................... 49
 SECTION 10.03. Amendment ...................................................................... 50
 SECTION 10.04. Separability ................................................................... 51
 SECTION 10.05. Governing Law .................................................................. 51
 SECTION 10.06. Payments Due on Non-Business Day ............................................... 51
 SECTION 10.07. Successors ..................................................................... 51
 SECTION 10.08. Headings ....................................................................... 51
 SECTION 10.09. Reports, Notices and Demands ................................................... 51
 SECTION 10.10. Agreement Not to Petition ...................................................... 52
 SECTION 10.11. Trust Indenture Act; Conflict with Trust Indenture Act ......................... 52
 SECTION 10.12. Acceptance of Terms of Declaration of Trust, Guarantee and Indenture ........... 53
</TABLE>

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                            Kingsway Capital Trust I

     Certain Sections of this Declaration of Trust relating to Sections 310
through 318 of the Trust Indenture Act of 1939:

Section of Trust Indenture Act                     Declaration of Trust Section

       310                                              7.01, 8.01, 8.07,
                                                        8.08, 8.10

       311                                              8.13

       312                                              5.08, 6.09

       313                                              5.12, 8.14

       314                                              8.15, 8.16

       315                                              8.02, 8.03, 8.04

       316                                              5.13, 6.01,

       317                                              5.13

       318                                              10.11

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     AMENDED AND RESTATED DECLARATION OF TRUST, dated as of __________, 2002,
among (i) Kingsway U.S. Funding Inc., a Delaware corporation (the "Depositor"),
(ii) BNY Midwest Trust Company, an Illinois trust company, as property trustee
(in such capacity, the "Property Trustee" and, in its separate corporate
capacity and not in its capacity as Property Trustee, the "Bank"), (iii) The
Bank of New York (Delaware), a Delaware banking corporation with its principal
place of business in Delaware, as Delaware trustee (the "Delaware Trustee"),
(iv) James R. Zuhlke, an individual, Brian K. Williamson, an individual, and
Kelly A. Marketti, an individual, each of whose address is c/o Kingsway U.S.
Funding Inc. (each an "Administrative Trustee" and collectively the
"Administrative Trustees") (the Property Trustee, the Delaware Trustee and the
Administrative Trustees are referred to collectively herein as the "Trustees")
and (v) the several Holders, as hereinafter defined.

                              W I T N E S S E T H :

     WHEREAS the Depositor, the Delaware Trustee and the Administrative Trustees
have heretofore duly declared and established a statutory trust pursuant to the
Delaware Statutory Trust Act by entering into a certain Declaration of Trust,
dated as of October 18, 2002 (the "Original Declaration of Trust"), and by the
execution and filing by the Delaware Trustee and the Administrative Trustees
with the Secretary of State of the State of Delaware of the Certificate of
Trust, filed on October 18, 2002 (the "Certificate of Trust"); and attached as
Exhibit A; and

     WHEREAS the parties hereto desire to amend and restate the Original
Declaration of Trust in its entirety as set forth herein to provide for, among
other things (i) the issuance and sale of the Common Securities by the Trust to
the Depositor, (ii) the issuance and sale of the ___ % trust preferred
securities (the "Preferred Securities") by the Trust pursuant to the
Underwriting Agreement, (iii) the acquisition by the Property Trustee on behalf
of the Trust from the Depositor of all of the right, title and interest in the
Debentures and (iv) the appointment of BNY Midwest Trust Company, an Illinois
trust company as Property Trustee;

     NOW, THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the sufficiency of
which is hereby acknowledged, each party, for the benefit of the other parties
and for the benefit of the Securityholders, hereby adopts, amends and restates
the Original Declaration of Trust in its entirety and agrees as follows:

                                    ARTICLE I

                                  Defined Terms

     SECTION 1.01. Definitions. For all purposes of this Declaration of Trust,
except as otherwise expressly provided or unless the context otherwise requires:

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

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

     (c) unless the context otherwise requires, any reference to an "Article" or
a "Section" refers to an Article or a Section, as the case may be, of this
Declaration of Trust; and

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

     "Act" has the meaning specified in Section 6.08.

     "Additional Amounts" means, with respect to Trust Securities of a given
Liquidation Amount, for a given period, the amount of any Additional Interest
and any Additional Amounts (as defined in the Indenture) paid by the Depositor
or the Guarantor on a Like Amount of Debentures for such period.

     "Additional Interest" has the meaning specified in the Indenture.

     "Additional Sums" has the meaning specified in the Indenture.

     "Administrative Trustee" means each of James R. Zuhlke, Brian K.
Williamson, and Kelly A. Marketti, solely in such Person's capacity as
Administrative Trustee of the Trust and not in such Person's individual
capacity, or such Administrative Trustee's successor in interest in such
capacity, or any successor trustee appointed as herein provided.

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

     "Applicable Procedures" means, with respect to any transfer or transaction
involving a Global Preferred Security or beneficial interest therein, the rules
and procedures of the Depositary for such Global Preferred Security, in each
case to the extent applicable to such transaction and as in effect from time to
time.

     "Bank" has the meaning specified in the preamble to this Declaration of
Trust.

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

     (a) the entry of a decree or order by a court having jurisdiction in the
premises judging such Person a bankrupt or insolvent, or approving as properly
filed a petition seeking reorganization, arrangement, adjudication or
composition of or in respect of such Person under any applicable federal or
state bankruptcy, insolvency, reorganization or other similar law, or appointing
a receiver, liquidator, assignee, trustee, sequestrator (or other similar
official) of such Person or of any substantial part of its property or ordering
the winding up or liquidation of its affairs, and the continuance of any such
decree or order unstayed and in effect for a period of 60 consecutive days; or

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     (b) the institution by such Person of proceedings to be adjudicated a
bankrupt or insolvent, or the consent by it to the institution of bankruptcy or
insolvency proceedings against it, or the filing by it of a petition or answer
or consent seeking reorganization or relief under any applicable federal or
state bankruptcy, insolvency, reorganization or other similar law, or the
consent by it to the filing of any such petition or to the appointment of a
receiver, liquidator, assignee, trustee, sequestrator (or similar official) of
such Person or of any substantial part of its property or the making by it of an
assignment for the benefit of creditors, or the admission by it in writing of
its inability to pay its debts generally as they become due and its willingness
to be adjudicated a bankrupt, or the taking of corporate action by such Person
in furtherance of any such action.

     "Bankruptcy Law" has the meaning specified in Section 10.10.

     "Board Resolution" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Depositor to have been duly adopted by the
Depositor's Board of Directors, or such committee of the Board of Directors or
officers of the Depositor to which authority to act on behalf of the Board of
Directors has been delegated, and to be in full force and effect on the date of
such certification, and delivered to the Trustees.

     "Business Day" means a day other than (a) a Saturday or Sunday, (b) a day
on which banking institutions in the City of New York are authorized or required
by law or executive order to remain closed or (c) a day on which the Property
Trustee's Corporate Trust Office or the Corporate Trust Office of the Debenture
Trustee is closed for business.

     "Cede" has the meaning specified in Section 5.02(b).

     "Certificate of Trust" has the meaning specified in the preamble to this
Declaration of Trust.

     "Clearing Agency" means an organization registered as a "clearing agency"
pursuant to Section 17A of the Exchange Act. DTC shall be the initial Clearing
Agency.

     "Clearing Agency Participant" means a broker, dealer, bank, other financial
institution or other Person for whom from time to time a Clearing Agency effects
book-entry transfers and pledges of securities deposited with the Clearing
Agency.

     "Closing Date" has the meaning specified in the Underwriting Agreement.

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

     "Common Securities" means the common securities of the Trust, each
representing an undivided beneficial interest in the assets of the Trust, having
a Liquidation Amount of $__ and having the rights provided therefor in this
Declaration of Trust, including the right to receive Distributions and a
Liquidation Distribution as provided herein.

     "Common Securities Certificate" means a certificate evidencing ownership of
Common Securities, substantially in the form attached as Exhibit C.

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     "Corporate Trust Office" means the principal corporate trust office of the
Property Trustee located in Chicago, Illinois which at the time of the execution
of this Declaration of Trust is located at 2 N. LaSalle Street, Suite 1020,
Chicago, Illinois 60602; Attention of Corporate Trust Department.

     "Debentures" means the series of subordinated debt of the Depositor
designated the [__]% Junior Subordinated Debt Securities, due 2032, issued
pursuant to the Indenture.

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

     "Debenture Redemption Date" means, with respect to any Debentures to be
redeemed under the Indenture, the date fixed for redemption under the Indenture.

     "Debenture Trustee" means BNY Midwest Trust Company, an Illinois trust
company, and any successor.

     "Declaration of Trust" means this Amended and Restated Declaration of
Trust, as the same may be modified, amended or supplemented in accordance with
the applicable provisions hereof, including all exhibits hereto, including, for
all purposes of this Amended and Restated Declaration of Trust, the provisions
of the Trust Indenture Act that are deemed to be a part of and govern this
Amended and Restated Declaration of Trust and any modification, amendment or
supplement of either, respectively.

     "Definitive Preferred Securities Certificate" means Preferred Securities
Certificates issued in certificated, fully registered form.

     "Delaware Statutory Trust Act" means Chapter 38 of Title 12 of the Delaware
Code, 12 Del. C. (S)(S) 3801, et seq., as it may be amended from time to time.

     "Delaware Trustee" means the corporation identified as the "Delaware
Trustee" in the preamble to this Declaration of Trust solely in its capacity as
Delaware Trustee of the Trust and not in its individual capacity, or its
successor in interest in such capacity, or any successor trustee appointed as
herein provided.

     "Depositor" has the meaning specified in the preamble to this Declaration
of Trust.

     "Distribution Date" has the meaning specified in Section 4.01(a).

     "Distributions" means amounts payable in respect of the Trust Securities as
provided in Section 4.01.

     "DTC" means The Depository Trust Company.

     "Early Termination Event" has the meaning specified in Section 9.02.

     "Event of Default" means any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of

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law or pursuant to any judgment, decree or order of any court or any order, rule
or regulation of any administrative or governmental body):

     (a) the occurrence of a Debenture Event of Default; or

     (b) default by the Trust in the payment of any Distribution when it becomes
due and payable, and continuation of such default for a period of 30 days; or

     (c) default by the Trust in the payment of any Redemption Price of any
Trust Security when it becomes due and payable; or

     (d) default in the performance, or breach, in any material respect, of any
covenant or warranty of the Trustees in this Declaration of Trust (other than a
covenant or warranty, a default in the performance or breach of which is
addressed in clause (b) or (c) above), and continuation of such default or
breach for a period of 60 days after there has been given, by registered or
certified mail, to the defaulting Trustee or Trustees by the Holders of at least
25% in aggregate Liquidation Amount of the Outstanding Preferred Securities, a
written notice specifying such default or breach and requiring it to be remedied
and stating that such notice is a "Notice of Default" hereunder; or

     (e) the occurrence of a Bankruptcy Event with respect to the Property
Trustee and the failure by the Depositor to appoint a successor Property Trustee
within 60 days thereof.

     "Event Prepayment Price" means 100% of the principal amount of the
Outstanding Debentures plus accrued interest thereon to, but excluding, the day
of prepayment.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Expiration Date" has the meaning specified in Section 9.01.

     "Extension Period" has the meaning specified in Section 4.01(c).

     "Global Preferred Securities" means a beneficial interest in the Preferred
Securities, ownership and transfers of which shall be made through book entries
by a Clearing Agency as described in Section 5.12.

     "Global Preferred Securities Certificate" means a certificate evidencing
ownership of Global Preferred Securities, substantially in the form attached as
Exhibit B.

     "Guarantor" means Kingsway Financial Services Inc.

     "Indemnified Person" has the meaning specified in Section 8.06(c).

     "Indenture" means the Junior Subordinated Indenture, dated as of
__________, 2002, between the Depositor, the Guarantor and the Debenture
Trustee, as trustee (as amended or supplemented from time to time) relating to
the issuance of the Debentures.

     "Investment Company Event" shall have the meaning specified in Section 1.01
of the Indenture.

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     "Lien" means any lien, pledge, charge, encumbrance, mortgage, deed of
trust, adverse ownership interest, hypothecation, assignment, security interest
or preference, priority or other security agreement or preferential arrangement
of any kind or nature whatsoever.

     "Like Amount" means (a) with respect to a redemption of Trust Securities,
Trust Securities having a Liquidation Amount equal to that portion of the
principal amount of Debentures to be contemporaneously redeemed in accordance
with the Indenture allocated to the Trust Securities based upon their relative
Liquidation Amounts and the proceeds of which will be used to pay the Redemption
Price of such Trust Securities, and (b) with respect to a distribution of
Debentures to Holders in connection with a dissolution or liquidation of the
Trust, Debentures having a principal amount equal to the Liquidation Amount of
the Trust Securities of the Holder to whom such Debentures are distributed. Each
Debenture distributed pursuant to clause (b) above shall carry with it accrued
interest in an amount equal to the accrued and unpaid interest then due on such
Debenture.

     "Liquidation Amount" means the stated amount of $___ per Trust Security.

     "Liquidation Date" means the date on which Debentures are to be distributed
to Holders of Trust Securities in connection with a dissolution and liquidation
of the Trust pursuant to Section 9.04(a).

     "Liquidation Distribution" has the meaning specified in Section 9.04(d).

     "Maturity Redemption Price" means the principal of, and accrued but unpaid
interest on, the Debentures.

     "1940 Act" means the Investment Company Act of 1940, as amended.

     "Officers' Certificate" means a certificate signed by the Chairman and
Chief Executive Officer, President or a Vice President, and by the Treasurer, an
Associate Treasurer, an Assistant Treasurer, the Controller, the Secretary or an
Assistant Secretary, of the Depositor, and delivered to the appropriate Trustee.
One of the officers signing an Officers' Certificate given pursuant to Section
8.16 shall be the principal executive, financial or accounting officer of the
Depositor. Any Officers' Certificate delivered with respect to compliance with a
condition or covenant provided for in this Declaration of Trust shall include:

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

     (b) a brief statement of the nature and scope of the examination or
investigation undertaken by 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.

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     "Opinion of Counsel" means a written opinion of counsel, who may be counsel
for the Trust, the Property Trustee or the Depositor, but not an employee of any
thereof, and which opinion shall be reasonably acceptable to the Property
Trustee.

     "Option Closing Date" has the meaning specified in the Underwriting
Agreement.

     "Original Declaration of Trust" has the meaning specified in the preamble
to this Declaration of Trust.

     "Outstanding," with respect to Preferred Securities, means, as of the date
of determination, all Preferred Securities theretofore executed and delivered
under this Declaration of Trust, except;

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

     (b) Preferred Securities for whose payment or redemption money in the
necessary amount has been theretofore irrevocably (subject to Section 6.03 of
the Indenture) deposited with the Property Trustee or any Paying Agent for the
benefit of the Holders of such Preferred Securities; provided that if such
Preferred Securities are to be redeemed, notice of such redemption has been duly
given pursuant to this Declaration of Trust; and

     (c) Preferred Securities in exchange for or in lieu of which other
Preferred Securities have been executed and delivered pursuant to Sections 5.02,
5.04, 5.05, 5.06 and 5.13; provided, however, that in determining whether the
Holders of the requisite Liquidation Amount of the Outstanding Preferred
Securities have given any request, demand, authorization, direction, notice,
consent or waiver hereunder or are present at a meeting of Securityholders for
quorum purposes, Preferred Securities owned by the Depositor, any Administrative
Trustee or any Affiliate of the Depositor or any Trustee shall be disregarded
and deemed not to be Outstanding, except that (a) in determining whether any
Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Preferred Securities
which have been identified in writing to a Responsible Officer of such Trustee
prior to the relevant date to be so owned shall be so disregarded and (b) the
foregoing shall not apply at any time when all of the outstanding Preferred
Securities are owned by the Depositor, one or more of the Trustees and/or any
such Affiliate. Preferred Securities so owned which have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Administrative Trustees the pledgee's right so to act with
respect to such Preferred Securities and that the pledgee is not the Depositor
or any Affiliate of the Depositor.

     "Owner" means each Person who is the beneficial owner of a Global Preferred
Security as reflected in the records of the Clearing Agency or, if a Clearing
Agency Participant is not the Owner, then as reflected in the records of a
Person maintaining an account with such Clearing Agency (directly or
indirectly), in accordance with the rules of such Clearing Agency.

     "Paying Agent" means any paying agent or co-paying agent appointed pursuant
to Section 5.10 and shall initially be the Bank.

     "Payment Account" means a segregated non-interest-bearing corporate trust
account maintained by the Property Trustee with the Bank in its trust department
for the benefit of the Securityholders in which all amounts paid in respect of
the Debentures will be held and from

                                        8

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which the Property Trustee shall make payments to the Securityholders in
accordance with Sections 4.01 and 4.02.

     "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever nature.

     "Preferred Securities" means the ____% trust preferred securities
representing an undivided beneficial interest in the assets of the Trust, having
a Liquidation Amount of $____ per Preferred Security and having the rights
provided therefor in this Declaration of Trust, including the right to receive
Distributions and a Liquidation Distribution as provided herein.

     "Preferred Securities Certificate" means a certificate evidencing ownership
of Preferred Securities, substantially in the form attached as Exhibit B.

     "Preferred Securities Guarantee" means the Preferred Securities Guarantee
Agreement executed and delivered by the Guarantor and BNY Midwest Trust Company,
as trustee, contemporaneously with the execution and delivery of this
Declaration of Trust, for the benefit of the holders of the Trust Securities, as
amended from time to time.

     "Preferred Securityholder" means a Person in whose name a Preferred
Security or Preferred Securities is registered in the Securities Register; and
any such Person shall be deemed to be a beneficial owner within the meaning of
the Delaware Statutory Trust Act.

     "Property Trustee" means the commercial bank or trust company identified as
the "Property Trustee" in the preamble to this Declaration of Trust solely in
its capacity as Property Trustee of the Trust and not in its individual
capacity, or its successor in interest in such capacity, or any successor
property trustee appointed as herein provided.

     "Redemption Date" means, with respect to any Trust Security to be redeemed,
the date fixed for such redemption by or pursuant to this Declaration of Trust,
provided, however, that each Debenture Redemption Date and the Stated Maturity
of the Debentures shall be a Redemption Date for a Like Amount of Trust
Securities.

     "Redemption Price" means, with respect to any Trust Security, the
Liquidation Amount of such Trust Security, plus accumulated and unpaid
Distributions to the Redemption Date, plus the related amount of the premium, if
any, and any Additional Amounts paid by the Depositor or the Guarantor upon the
concurrent redemption of a Like Amount of Debentures, allocated on a pro rata
basis (based on Liquidation Amounts) among the Trust Securities.

     "Related Party" means, with respect to the Depositor, any direct or
indirect subsidiary wholly owned by the Depositor and/or a Related Party or any
other Person that owns, directly or indirectly, 100% of the outstanding voting
securities of the Depositor.

     "Relevant Trustee" has the meaning specified in Section 8.10.

     "Responsible Officer" means, when used with respect to the Property
Trustee, any officer assigned to the Corporate Trust Office, including any vice
president, assistant vice president, assistant treasurer, assistant secretary or
any other officer to the Property Trustee customarily performing functions
similar to those performed by any of the above designated officers and

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having direct responsibility for the administration for this Declaration of
Trust, and also, with respect to a particular matter, any other officer, to whom
such matter is referred because of such officer's knowledge of and familiarity
with the particular subject.

     "Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 5.05.

     "Securityholder" or "Holder" means a Person in whose name a Trust Security
or Trust Securities is registered in the Securities Register; any such Person
shall be deemed to be a beneficial owner within the meaning of the Delaware
Statutory Trust Act; provided, however, that in determining whether the Holders
of the requisite amount of Preferred Securities have voted on any matter
provided for in this Declaration of Trust, then for the purpose of any such
determination, so long as Definitive Preferred Securities Certificates have not
been issued, the term Securityholders or Holders as used herein shall refer to
the Owners.

     "Special Event" means a Tax Event or an Investment Company Event.

     "Stated Maturity" has the meaning specified in Section 1.01 of the
Indenture.

     "Successor Securities" has the meaning specified in Section 9.05.

     "Tax Event" has the meaning specified in Section 1.01 of the Indenture.

     "Transfer Agent" means the Bank as set forth in Section 5.09.

     "Trust" means Kingsway Financial Capital Trust I.

     "Trust Indenture Act" has the meaning specified in Section 1.01 of the
Indenture.

     "Trust Property" means (a) the Debentures, (b) any cash or deposit in, or
owing to, the Payment Account and (c) all proceeds and rights in respect of the
foregoing.

     "Trust Securities Certificate" means any one of the Common Securities
Certificates or the Preferred Securities Certificates.

     "Trust Security" means any one of the Common Securities or the Preferred
Securities.

     "Trustees" means, collectively, the Property Trustee, the Delaware Trustee
and the Administrative Trustees.

     "Underwriters" means Advest, Inc., Ferris, Baker Watts, Incorporated, Keefe
Bruyette & Woods, Inc., Raymond James & Associates, Inc., Sandler O'Neill &
Partners, L.P. and Putnam Lovell Securities Inc., as representatives of the
members of the underwriting syndicate.

     "Underwriting Agreement" means the Underwriting Agreement, dated as of
_____, 2002 among the Trust, the Depositor, the Guarantor and the Underwriters.

                                   ARTICLE II

                            Continuation of the Trust

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     SECTION 2.01. Name. The Trust continued hereby shall be known as "Kingsway
Financial Capital Trust I", as such name may be modified from time to time by
the Administrative Trustees following written notice to the Holders of Trust
Securities and the other Trustees, in which name the Trustees may conduct the
business of the Trust, make and execute contracts and other instruments on
behalf of the Trust and sue and be sued.

     SECTION 2.02. Office of the Delaware Trustee; Principal Place of Business.
The address of the Delaware Trustee in the State of Delaware is The Bank of New
York (Delaware) White Clay Center, Route 273, Newark, Delaware 19711, Attention
of Corporate Trust Department, or such other address in the State of Delaware as
the Delaware Trustee may designate by written notice to the Securityholders and
the Depositor. The principal executive office of the Trust is in care of
Kingsway America Inc., 1515 Woodfield Road, Suite 820, Schaumburg, Illinois
60173, Attention of Chief Financial Officer.

     SECTION 2.03. Initial Contribution of Trust Property; Organizational
Expenses. The Property Trustee acknowledges receipt in trust from the Depositor
in connection with this Declaration of Trust of the sum of $10, which
constitutes the initial Trust Property. The Depositor, as borrower, shall pay
all organizational expenses of the Trust as they arise or shall, upon request of
any Trustee, promptly reimburse such Trustee for any such expenses paid by such
Trustee. The Depositor shall make no claim upon the Trust Property for the
payment of such expenses.

     SECTION 2.04. Issuance of the Preferred Securities. The Preferred
Securities to be issued will be limited to $57.5 million aggregate Liquidation
Amount outstanding at any one time.

     On ___, 2002, the Underwriters, the Depositor, for itself and, pursuant to
the Original Declaration of Trust, on behalf of the Trust, and the Guarantor,
executed and delivered the Underwriting Agreement. On the Closing Date,
contemporaneously with the execution and delivery of this Declaration of Trust,
an Administrative Trustee, on behalf of the Trust, shall execute in accordance
with Section 5.02 and deliver, in accordance with the Underwriting Agreement, to
the Property Trustee and upon such delivery the Property Trustee shall
authenticate and deliver, in accordance with Section 5.03, to the Underwriters a
Global Preferred Securities Certificate in book-entry form, registered in the
name of the nominee of the initial Clearing Agency, in an aggregate amount of
Preferred Securities having an aggregate Liquidation Amount of $___ million
against receipt of the aggregate purchase price of such Preferred Securities
equal to 100% of the Liquidation Amount multiplied by the number of Preferred
Securities being purchased which amount the Administrative Trustee shall
promptly deliver to the Property Trustee. On the Option Closing Date, if any, an
Administrative Trustee, on behalf of the Trust, shall execute, in accordance
with Section 5.02(a), and deliver, in accordance with the Underwriting
Agreement, to the Property Trustee and upon such delivery the Property Trustee
shall authenticate and deliver in accordance with Section 5.03 to the
Underwriters a Global Preferred Securities Certificate, registered in the name
of the nominee of the initial Clearing Agency, in an aggregate amount of
Preferred Securities having an aggregate Liquidation Amount of up to $___
million, against receipt of such aggregate purchase price of such Preferred
Securities equal to 100% of the Liquidation Amount multiplied by the number of
Preferred Securities being purchased which amount the Administrative Trustee
shall promptly deliver to the Property Trustee.

                                       11

<PAGE>

     SECTION 2.05. Issuance of the Common Securities; Subscription and Purchase
of Debentures.

     (a) On the Closing Date, contemporaneously with the execution and delivery
of this Declaration of Trust, an Administrative Trustee, on behalf of the Trust,
shall execute or cause to be executed in accordance with Section 5.02(a) and
deliver to the Depositor Common Securities Certificates, registered in the name
of the Depositor, in an aggregate amount of _________ Common Securities having
an aggregate Liquidation Amount of $_______________ against payment by the
Depositor of $______________ minus the amount previously contributed pursuant to
Section 2.03. On the Option Closing Date, if any, an Administrative Trustee, on
behalf of the Trust, shall execute or cause to be executed in accordance with
Section 5.02(a) and deliver to the Depositor Common Securities Certificates,
registered in the name of the Depositor, in an aggregate amount of up to
__________ Common Securities (less such number of Common Securities evidenced by
Common Securities Certificates executed and delivered on any prior Dates of
Delivery) having an aggregate Liquidation Amount of up to $__________ (less the
aggregate Liquidation Amount of any Common Securities evidenced by Common
Securities Certificates executed and delivered on any prior Dates of Delivery),
against payment by the Depositor of such amount, which amount such
Administrative Trustee shall promptly deliver to the Property Trustee.

     (b) On each of the Closing Date and the Option Closing Date, if any, an
Administrative Trustee, on behalf of the Trust, shall subscribe to and purchase
from the Depositor Debentures, registered in the name of the Trust and having an
aggregate principal amount equal to the aggregate Liquidation Amount of the
Preferred Securities and Common Securities issued and sold on such date, and, in
satisfaction of the purchase price for such Debentures, the Property Trustee, on
behalf of the Trust, shall deliver to the Depositor the amount received on such
date from one of the Administrative Trustees pursuant to the last sentence of
Section 2.04.

     SECTION 2.06. Declaration of Trust. The exclusive purposes and functions of
the Trust are to (a) issue and sell Trust Securities, (b) use the proceeds from
the sale of Trust Securities to acquire the Debentures, (c) receive payments to
be made with respect to the Debentures, and (d) engage in only those other
activities necessary, advisable or incidental thereto such as registering the
transfer of the Preferred Securities. The Depositor hereby appoints the Trustees
as trustees of the Trust, to have all the rights, powers and duties to the
extent set forth herein, and the Trustees hereby accept such appointment. The
Property Trustee hereby declares that it will hold the Trust Property in trust
upon and subject to the conditions set forth herein for the benefit of the Trust
and the Securityholders. The Administrative Trustees shall have all rights,
powers and duties set forth herein and in accordance with applicable law with
respect to accomplishing the purposes of the Trust. The Delaware Trustee shall
not be entitled to exercise any powers, nor shall the Delaware Trustee have any
of the duties and responsibilities of the Property Trustee or the Administrative
Trustees set forth herein, except as required by the Delaware Statutory Trust
Act. The Delaware Trustee shall be one of the Trustees of the Trust for the sole
and limited purpose of fulfilling the requirements of Section 3807 of the
Delaware Statutory Trust Act.

     SECTION 2.07. Authorization to Enter into Certain Transactions.

     (a) The Trustees shall conduct the affairs of the Trust in accordance with
the terms of this Declaration of Trust. Subject to the limitations set forth in
paragraph (b) of this Section and in accordance with the following provisions
(i) and (ii), the Trustees shall have the authority to enter into all
transactions and agreements determined by the Trustees to be appropriate in

                                       12

<PAGE>

exercising the authority, express or implied, otherwise granted to the Trustees
under this Declaration of Trust, and to perform all acts in furtherance thereof,
including without limitation, the following:

         (i) As among the Trustees, each Administrative Trustee, acting singly
or collectively, shall have the power and authority to act on behalf of the
Trust with respect to the following matters:

                  (A)  the issuance and sale of the Trust Securities;

                  (B)  to cause the Trust to enter into, and to execute, deliver
         and perform on behalf of the Trust, the Underwriting Agreement, and
         such other agreements as may be necessary or desirable in connection
         with the purposes and function of the Trust;

                  (C)  the sending of notices (other than notices of default)
         and other information regarding the Trust Securities and the Debentures
         to the Securityholders in accordance with this Declaration of Trust;

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

                  (E)  registering transfers of the Trust Securities in
         accordance with this Declaration of Trust;

                  (F)  the preparation and filing of tax returns and reports and
         the preparation and furnishing of notices to Securityholders as
         contemplated in Section 4.05 hereof;

                  (G)  the establishment of a record date for any of the
         purposes contemplated by Section 6.07 hereof;

                  (H)  to the extent provided in this Declaration of Trust, the
         winding up of the affairs 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)  unless otherwise required by the Delaware Statutory Trust
         Act or the Trust Indenture Act, to execute on behalf of the Trust
         (either acting alone or together with any or all of the Administrative
         Trustees) any documents that the Administrative Trustees have the power
         to execute pursuant to this Declaration of Trust;

                  (J)  assisting in the listing of the Preferred Securities upon
         the New York Stock Exchange or such securities exchange or exchanges as
         shall be determined by the Depositor, the registration of the Preferred
         Securities under the Exchange Act, the compliance with the listing
         requirements of the New York Stock Exchange or the applicable
         securities exchanges and the preparation of all periodic and other
         reports and other documents pursuant to the foregoing;

                  (K)  assisting in the registration of the Preferred Securities
         under the Securities Act of 1933, as amended, and under state
         securities or blue sky laws, and the qualification of this Declaration
         of Trust as a trust indenture under the Trust Indenture Act; and

                                       13

<PAGE>

                  (L)  the taking of any action incidental to the foregoing as
         the Trustees may from time to time determine is necessary or advisable
         to give effect to the terms of this Declaration of Trust for the
         benefit of the Securityholders (without consideration of the effect of
         any such action on any particular Securityholders)

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

                  (A)  the establishment of the Payment 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 Payment Account;

                  (D)  the distribution of amounts owed to the Securityholders
         in respect of the Trust Securities in accordance with this Declaration
         of Trust;

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

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

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

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

                  (I)  after an Event of Default, the taking of any action
         incidental to the foregoing as the Property Trustee may from time to
         time determine is necessary or advisable to give effect to the terms of
         this Declaration of Trust and protect and conserve the Trust Property
         for the benefit of the Securityholders (without consideration of the
         effect of any such action on any particular Securityholder);

                  (J)  engaging in such ministerial activities as shall be
         necessary, appropriate, convenient or incidental to effect the
         repayment of the Preferred Securities and the Common Securities to the
         extent the Debentures mature or are redeemed; and

                  (K)  except as otherwise provided in this Section 2.07(a)(ii),
         the Property Trustee shall have none of the duties, liabilities, powers
         or the authority of the Administrative Trustees set forth in Section
         2.07(a)(i).

         (b) So long as this Declaration of Trust remains in effect, the Trust
(or the Trustees acting on behalf of the Trust) shall not undertake any
business, activities or transactions except as expressly provided herein or
contemplated hereby. In particular, the Trustees acting on behalf of the Trust
shall not (i) acquire any investments or engage in any activities not authorized
by this Declaration of Trust, (ii) sell, assign, transfer, exchange, mortgage,
pledge, set-off or

                                       14

<PAGE>

otherwise dispose of any of the Trust Property or interests therein, including
to Securityholders, except as expressly provided herein, (iii) take or consent
to any action that 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, (v) take or consent to
any action that would result in the placement of a Lien on any of the Trust
Property, (vi) invest any proceeds received by the Trust from holding the
Debentures, but shall distribute all such proceeds (other than Additional Sums)
to Holders pursuant to the terms of this Declaration of Trust and of the Trust
Securities, (vii) acquire any assets other than the Trust Property, (viii)
possess any power or otherwise act in such a way as to vary the Trust Property,
(ix) possess any power or otherwise act in such a way as to vary the terms of
the Trust Securities in any way whatsoever (except to the extent expressly
authorized in this Declaration of Trust or by the terms of the Trust
Securities), (x) issue any securities or other evidences of beneficial ownership
of, or beneficial interest in, the Trust other than the Trust Securities, or
(xi) other than as provided in this Declaration of Trust or by the terms of the
Trust Securities, (A) direct the time, method and place of exercising any trust
or power conferred upon the Debenture Trustee with respect to the Debentures,
(B) waive any past default that is waivable under the Indenture, (C) exercise
any right to rescind or annul any declaration that the principal of all
Debentures shall be due and payable, or (D) consent to any amendment,
modification, or termination of the Indenture or the Debentures where such
consent shall be required unless the Trust shall have received an Opinion of
Counsel to the effect that such amendment, modification or termination will not
cause more than an insubstantial risk that (1) the Trust will be deemed an
investment company required to be registered under the 1940 Act, (2) the Trust
will not be classified as a grantor trust for United States federal income tax
purposes or (3) the Debentures will not be classified as indebtedness for United
States federal income tax purposes. The Administrative Trustees shall 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 Securityholders in
their capacity as Securityholders.

     (c)   In connection with the issue and sale of the Trust Securities, the
Depositor 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 Depositor in furtherance of the following prior to the date of this
Declaration of Trust are hereby ratified and confirmed in all respects):

     (i)   the preparation and filing by the Trust with the Commission and the
execution on behalf of the Trust of a registration statement on the appropriate
form in relation to the Preferred Securities, including any amendments thereto;

     (ii)  the determination of the States in which to take appropriate action
to qualify or register for sale all or part of the Preferred 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 advice 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 Depositor deems necessary or advisable in order to comply with the
applicable laws of any such States;

     (iii) the preparation for filing by the Trust and execution on behalf of
the Trust of an application to the New York Stock Exchange or any other national
stock exchange or the Nasdaq National Market or other organizations for listing
upon notice of issuance of any Preferred Securities and to file or cause an
Administrative Trustee to file thereafter with such exchange or organization
such notifications and documents as may be necessary from time to time;

                                       15

<PAGE>

     (iv) the preparation for filing by the Trust with the Commission and the
execution on behalf of the Trust of a registration statement on Form 8-A
relating to the registration of the Preferred Securities under Section 12(b) or
12(g) of the Exchange Act, including any amendments thereto;

     (v)  the negotiation of the terms of, and the execution and delivery of,
the Underwriting Agreement providing for the sale of the Trust Securities; and

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

     (d)  Notwithstanding anything expressed or implied herein to the contrary,
the Administrative Trustees are authorized and directed to conduct the affairs
of the Trust and to operate the Trust: (i) so that the Trust will not (A) be
deemed to be an "investment company" required to be registered under the 1940
Act, or (B) fail to be classified as a grantor trust for United States federal
income tax purposes and (ii) so that the Debentures will be treated as
indebtedness of the Depositor for United States federal income tax purposes. In
this connection, the Depositor and the Administrative Trustees are authorized to
take any action, not inconsistent with applicable law, the Certificate of Trust
or this Declaration of Trust, that each of the Depositor and the Administrative
Trustees determines in their discretion to be necessary or desirable for such
purposes, as long as such action does not adversely affect in any material
respect the interests of the Holders.

     SECTION 2.08. Assets of Trust. The assets of the Trust shall consist solely
of the Trust Property.

     SECTION 2.09. Title to Trust Property. Legal title to all Trust Property
shall be vested at all times in the Property Trustee (in its capacity as such)
and shall be held and administered by the Property Trustee for the benefit of
the Trust and the Securityholders in accordance with this Declaration of Trust.

                                   ARTICLE III

                                 Payment Account

     SECTION 3.01. Payment Account.

     (a) On or prior to the Closing Date, the Property Trustee shall establish
the Payment Account. The Property Trustee and any agent of the Property Trustee
shall have exclusive control and sole right of withdrawal with respect to the
Payment Account for the purpose of making deposits in and withdrawals from the
Payment Account in accordance with this Declaration of Trust. All moneys and
other property deposited or held from time to time in the Payment Account shall
be held by the Property Trustee in the Payment Account for the exclusive benefit
of the Securityholders and for distribution as herein provided, including (and
subject to) any priority of payments provided for herein or by applicable law.

     (b) The Property Trustee shall deposit in the Payment Account, promptly
upon receipt, all payments of principal of or interest on, and any other
payments or proceeds with respect to, the Debentures. Amounts held in the
Payment Account shall not be invested by the Property Trustee pending
distribution thereof.

                                       16

<PAGE>

                                   ARTICLE IV

                            Distributions; Redemption

     SECTION 4.01. Distributions.

     (a) Distributions on the Trust Securities shall be cumulative and will
accumulate whether or not there are funds of the Trust legally available for the
payment of Distributions. Distributions shall accrue from ________, 2002, and,
except in the event (and to the extent) that the Depositor exercises its right
to defer the payment of interest on the Debentures pursuant to the Indenture,
shall be payable quarterly in arrears on March 31, June 30, September 30 and
December 31 of each year, commencing on __________, 200__. If any date on which
a Distribution is otherwise payable on the Trust Securities is not a Business
Day, then the payment of such Distribution shall be made on the next succeeding
day that is a Business Day (and without any interest or other payment in respect
of any such delay) except that, if such Business Day is in the next succeeding
calendar year, payment of such Distribution shall be made on the immediately
preceding Business Day (and without any reduction of interest or any other
payment in respect of any such acceleration), in each case with the same force
and effect as if made on such date (each date on which distributions are payable
in accordance with this Section 4.01(a), a "Distribution Date"). Accrued
Distributions that are not paid on the applicable Distribution Date will bear
interest on the amount thereof (to the extent permitted by law) at the rate per
annum of ____% thereof, compounded quarterly from the relevant Distribution
Date.

     (b) The Trust Securities represent undivided beneficial interests in the
Trust Property, and, assuming payments of interest on the Debentures are made
when due, Distributions on the Trust Securities shall be payable at a rate of
____% per annum of the Liquidation Amount of the Trust Securities. The amount of
Distributions payable for any period, including any partial period, shall be
computed on the basis of a 360-day year of twelve 30-day months. The amount of
Distributions payable for any period shall include Additional Amounts, if any.

     (c) So long as no Debenture Event of Default has occurred and is
continuing, the Depositor has the right under the Indenture to defer the payment
of interest on the Debentures at any time and from time to time for a period not
exceeding 20 consecutive quarterly periods (an "Extension Period"), provided
that no Extension Period may extend beyond the Stated Maturity of the
Debentures. As a consequence of any such deferral, quarterly Distributions on
the Trust Securities by the Trust will also be deferred (and the amount of
Distributions to which Holders are entitled will accumulate additional
Distributions thereon at the rate at which Additional Interest is then accruing
on the Debentures, compounded quarterly) from the relevant payment date for such
Distributions.

     (d) Distributions on the Trust Securities shall be made by the Property
Trustee solely from the Payment Account and shall be payable on each
Distribution Date only to the extent that the Trust has funds then on-hand and
available in the Payment Account for the payment of such Distributions.

     (e) Distributions on the Trust Securities with respect to a Distribution
Date shall be payable to the Holders as they appear on the Securities Register
for the Trust Securities on the 15th day of the month prior to the relevant
Distribution Date; provided, however, that for any Trust Securities held in
global form, Distributions shall be payable to the Holder thereof as of one
Business Day immediately preceding the Distribution Date.

                                       17

<PAGE>

     SECTION 4.02. Redemption.

     (a)   On each Debenture Redemption Date and on the Stated Maturity of the
Debentures, the Trust will be required to redeem a Like Amount of Trust
Securities at the applicable Redemption Price.

     (b)   Notice of redemption shall be given by the Depositor or the Property
Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more
than 60 days prior to the Redemption Date to each Holder of Trust Securities to
be redeemed, at such Holder's address appearing in the Security Register on the
date notice is given. All notices of redemption shall identify the Trust
Securities to be redeemed (including CUSIP numbers) and shall state:

     (i)   the Redemption Date;

     (ii)  the applicable Redemption Price, which shall be equal to (i) in the
case of the repayment of the Debentures on the Stated Maturity of the
Debentures, the Maturity Redemption Price (equal to the principal of, and
accrued but unpaid interest on, the Debentures) or (ii) in the case of a Special
Event in respect of the Debentures, the Event Prepayment Price. If less than all
of the Debentures are to be repaid or redeemed on a Redemption Date, then the
proceeds from such repayment or redemption shall be allocated to the redemption
of the Preferred Securities and the Common Securities on pro rata basis. The
amount of premium, if any, paid by the Depositor upon the redemption of the
Debentures to be repaid or redeemed on a Redemption Date shall be allocated to
the redemption of the Preferred Securities and the Common Securities on a pro
rata basis;

     (iii) if less than all the Outstanding Trust Securities are to be redeemed,
the identification and the total Liquidation Amount of the particular Trust
Securities to be redeemed;

     (iv)  that on the Redemption Date the Redemption Price will become due and
payable upon each such Trust Security to be redeemed and that Distributions
thereon will cease to accrue on and after said date, except as provided in
Section 4.02(d); and

     (v)   the place or places where such Trust Securities are to be surrendered
for payment of the Redemption Price at which such Trust Securities are to be
redeemed.

     The Trust in issuing the Trust Securities may use "CUSIP" numbers (if then
generally in use), and, if so, the Depositor or the Property Trustee shall
indicate the "CUSIP" numbers of the Trust Securities in notices of redemption
and related materials as a convenience to Securityholders; provided that any
such notice may state that no representation is made as to the correctness of
such numbers either as printed on the Trust Securities or as contained in any
notice of redemption and related material. The Depositor shall promptly notify
the Property Trustee of any change in such numbers.

     (c)   The Trust Securities redeemed on each Redemption Date shall be
redeemed at the applicable Redemption Price with the proceeds from the
contemporaneous redemption of Debentures. Redemptions of the Trust Securities
shall be made and the applicable Redemption Price shall be payable on each
Redemption Date only to the extent that the Trust has funds then on hand and
available in the Payment Account for the payment of such Redemption Price.

                                       18

<PAGE>

     (d)  If the Property Trustee gives a notice of redemption (which notice
shall be irrevocable) in respect of any Trust Securities, then, by 12:00 noon,
New York City time, on the Redemption Date, subject to Section 4.02(c), the
Property Trustee will, so long as the Preferred Securities are in
book-entry-only form, irrevocably deposit with the Clearing Agency for the
Preferred Securities funds sufficient to pay the applicable Redemption Price and
will give such Clearing Agency irrevocable instructions and authority to pay the
Redemption Price to the Holders of the Preferred Securities. With respect to
Preferred Securities held in certificated form, and in the case of Common
Securities, the Property Trustee, subject to Section 4.02(c), will irrevocably
deposit with the Paying Agent funds sufficient to pay the applicable Redemption
Price and will give the Paying Agent irrevocable instructions and authority to
pay the Redemption Price to record holders thereof upon surrender of their
Preferred Securities Certificates and Common Securities Certificates.
Notwithstanding the foregoing, Distributions payable on or prior to the
Redemption Date for any Trust Securities called for redemption shall be payable
to the Holders of such Trust Securities as they appear on the Securities
Register on the relevant record dates for the related Distribution Dates. If
notice of redemption shall have been given and funds deposited as required, then
upon the date of such deposit, all rights of Securityholders holding Trust
Securities so called for redemption will cease, except the right of such
Securityholders to receive the applicable Redemption Price and any Distribution
payable on or prior to the Redemption Date, but without interest, and such
Preferred Securities will cease to be Outstanding. In the event that any date on
which any applicable Redemption Price is payable is not a Business Day, then
payment of the applicable 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 (and without any reduction of interest or
any other payment in respect of such acceleration), with the same force and
effect as if made on such date. In the event that payment of the applicable
Redemption Price in respect of any Trust Securities called for redemption is
improperly withheld or refused and not paid either by the Trust or by the
Guarantor pursuant to the Preferred Securities Guarantee, Distributions on such
Trust Securities will continue to accrue, at the then applicable rate, from the
Redemption Date originally established by the Trust for such Trust Securities to
the date such applicable Redemption Price is actually paid, in which case the
actual payment date will be the date fixed for redemption for purposes of
calculating the applicable Redemption Price.

     (e)  Payment of the applicable Redemption Price on, and any distributions
of Debentures to Holders of, the Trust Securities shall be made to the Holders
thereof as they appear on the Securities Register on the relevant record date,
and, with respect to Trust Securities held in certificated form, upon surrender
of such certificated Trust Securities to the Paying Agent.

     (f)  Subject to Section 4.03(a) and 4.08, if less than all the Outstanding
Trust Securities are to be redeemed on a Redemption Date, then the aggregate
Liquidation Amount of Trust Securities to be redeemed shall be allocated on a
pro rata basis (based on Liquidation Amounts) among the Trust Securities. The
particular Trust Securities to be redeemed shall be selected on a pro rata basis
(based upon Liquidation Amounts) not more than 60 days nor less than 30 days
prior to the Redemption Date by the Property Trustee from the Outstanding Trust
Securities not previously called for redemption, by such method as the Property
Trustee shall deem fair and appropriate and which may provide for the selection
for redemption of portions (equal to $____ or an integral multiple of $____ in
excess thereof) of the Liquidation Amount of Trust Securities of a denomination
larger than $_____. The Property Trustee shall promptly notify the Security

                                       19

<PAGE>

Registrar in writing of the Trust Securities selected for redemption and, in the
case of any Trust Securities selected for partial redemption, the Liquidation
Amount thereof to be redeemed. For all purposes of this Declaration of Trust,
unless the context otherwise requires, all provisions relating to the redemption
of Trust Securities shall relate, in the case of any Trust Securities redeemed
or to be redeemed only in part, to the portion of the Liquidation Amount of
Trust Securities that has been or is to be redeemed.

     SECTION 4.03. Subordination of Common Securities.

     (a) Payment of Distributions (including Additional Amounts, if applicable)
on, and the Redemption Price of the Trust Securities, as applicable, shall be
made subject to Section 4.02(f), pro rata to the holders of the Trust Securities
based on the Liquidation Amount of the Trust Securities; provided, however, that
if on any Distribution Date or Redemption Date any Event of Default resulting
from a Debenture Event of Default shall have occurred and be continuing, no
payment of any Distribution (including Additional Amounts, if applicable) on, or
Redemption Price of, any of the Common Securities, and no other payment on
account of the redemption, liquidation or other acquisition of such Common
Securities, shall be made unless payment in full in cash of all accumulated and
unpaid Distributions (including Additional Amounts, if applicable) on all
Outstanding Preferred Securities for all Distribution Dates occurring on or
prior thereto, or, in the case of payment of the applicable Redemption Price the
full amount of such Redemption Price on all Outstanding Preferred Securities,
shall have been made or provided for, and all funds immediately available to the
Property Trustee shall first be applied to the payment in full in cash of all
Distributions (including Additional Amounts, if applicable) on, or the
Redemption Price of, Preferred Securities then due and payable.

     (b) In the case of the occurrence of any Event of Default resulting from
any Debenture Event of Default, the Holder of Common Securities will be deemed
to have waived any right to act with respect to any such Event of Default under
this Declaration of Trust until the effect of all such Events of Default with
respect to the Preferred Securities have been cured, waived or otherwise
eliminated. Following an Event of Default, and until all such Events of Default
under this Declaration of Trust with respect to the Preferred Securities have
been so cured, waived or otherwise eliminated, the Property Trustee shall act
solely on behalf of the Holders of the Preferred Securities and not on behalf of
the Holder of the Common Securities, and only the Holders of the Preferred
Securities will have the right to direct the Property Trustee to act on their
behalf.

     SECTION 4.04. Payment Procedures. In the event Definitive Preferred
Securities Certificates are issued, payments of Distributions (including
Additional Amounts, if applicable) in respect of the Preferred Securities shall
be made by check mailed to the address of the Holder(s) entitled thereto at such
address as shall appear on the Securities Register on the relevant record date
pursuant to Section 4.01(e) or, if the Preferred Securities are held by a
Clearing Agency, such Distributions shall be made to the Clearing Agency in
immediately available funds, which will credit the relevant accounts on the
applicable Distribution Dates. Payments in respect of the Common Securities
shall be made in such manner as shall be mutually agreed between the Property
Trustee and the Common Securityholder.

     SECTION 4.05. Tax Returns and Reports. The Administrative Trustees shall
prepare (or cause to be prepared), at the Depositor's expense, and file all
United States federal, state and local tax and information returns and reports
required to be filed by or in respect of the Trust. In this regard, the
Administrative Trustees shall (a) prepare and file (or cause to be prepared and

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<PAGE>

filed) the appropriate Internal Revenue Service (and other, if any) form
required to be filed in respect of the Trust in each taxable year of the Trust
and (b) prepare and furnish (or cause to be prepared and furnished) to each
Securityholder the appropriate Internal Revenue Service (and other, if any) form
required to be provided pursuant to the form referenced in clause (a) hereof.
The Administrative Trustees shall provide the Depositor and the Property Trustee
with a copy of all such returns and reports promptly after such filing or
furnishing. The Administrative Trustees shall comply with United States federal
withholding and backup withholding tax laws and information reporting
requirements with respect to any payments to Securityholders.

     SECTION 4.06. Payment of Taxes; Duties, etc. of the Trust. Pursuant to
Section 6.04 of the Indenture, the Depositor, as borrower on the Debentures, has
agreed to, and it shall, promptly pay any taxes, duties or governmental charges
of whatever nature (other than United States withholding taxes) imposed on the
Trust by the United States or any other taxing authority.

     SECTION 4.07. Payments Under Indenture. Any amount payable hereunder to any
Holder shall be reduced by the amount of any corresponding payment such Holder
(or corresponding Owner) has directly received pursuant to Section 8.09 of the
Indenture.

     SECTION 4.08. Preferred Securities Acquired by the Depositor.

     (a) If at any time the Depositor, the Guarantor or any wholly-owned
subsidiary of the Guarantor (in each case, a "Depositor Affiliated Holder") is
the Holder of any Preferred Securities, such Depositor Affiliated Holder shall
have the right to deliver to the Property Trustee all or such portion of its
Preferred Securities as it elects and receive, in exchange therefor, a like
amount of Debentures. Such election (i) shall be exercisable effective on any
Distribution Date by such Depositor Affiliated Holder delivering to the Property
Trustee a written notice of such election specifying the Liquidation Amount of
Preferred Securities with respect to which such election is being made and the
Distribution Date on which such exchange shall occur, which Distribution Date
shall be not less than ten Business Days after the date of receipt by the
Property Trustee of such election notice and (ii) shall be conditioned upon such
Depositor Affiliated Holder having delivered or caused to be delivered to the
Property Trustee or its designee the Preferred Securities which are the subject
of such election by 10:00 A.M. New York time, on the Distribution Date on which
such exchange is to occur. After the exchange, such Preferred Securities will be
canceled and will no longer be deemed to be Outstanding and all rights of the
Depositor or its Affiliate(s) with respect to such Preferred Securities will
cease.

     (b) In the case of an exchange described in Section 4.08(a), the Trust
will, on the date of such exchange, exchange Debentures having a principal
amount equal to a proportional amount of the aggregate Liquidation Amount of the
outstanding Common Securities, based on the ratio of the aggregate Liquidation
Amount of the Preferred Securities exchanged pursuant to Section 4.08(a) divided
by the aggregate Liquidation Amount of the Preferred Securities Outstanding
immediately prior to such exchange, for such proportional amount of Common
Securities held by the Depositor (which contemporaneously shall be canceled and
no longer be deemed to be Outstanding); provided, that the Depositor delivers or
causes to be delivered to the Property Trustee or its designee the required
amount of Common Securities to be exchanged by 10:00 A.M. New York time, on the
Distribution Date on which such exchange is to occur.

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<PAGE>


                                   ARTICLE V

                          Trust Securities Certificates

     SECTION 5.01. Initial Ownership. Upon the formation of the Trust and the
contribution by the Depositor pursuant to Section 2.03 and until the issuance of
the Trust Securities, and at any time during which no Trust Securities are
outstanding, the Depositor shall be the sole beneficial owner of the Trust.

     SECTION 5.02. Trust Securities Certificates.

     (a) The Preferred Securities Certificates shall be issued in $____
Liquidation Amount (___ Preferred Securities) and integral multiples of $____
Liquidation Amount in excess thereof, and the Common Securities Certificates
shall be issued in denominations of $____ Liquidation Amount and integral
multiples thereof. The Trust Securities Certificates shall be executed on behalf
of the Trust by the manual or facsimile signature of at least one Administrative
Trustee. Trust Securities Certificates bearing the manual or facsimile
signatures of individuals who were, at the time when such signatures shall have
been affixed, authorized to sign on behalf of the Trust, shall be validly
issued, fully paid and, except as provided in Section 10.02 with respect to the
Common Securities, nonassesable undivided beneficial interests in the assets of
the Trust and entitled to the benefits of this Declaration of Trust,
notwithstanding that such individuals or any of them shall have ceased to be so
authorized prior to the delivery of such Trust Securities Certificates or did
not hold such offices at the date of delivery of such Trust Securities
Certificates. A transferee of a Trust Securities Certificate shall become a
Securityholder, and shall be entitled to the rights and subject to the
obligations of a Securityholder hereunder, upon due registration of such Trust
Securities Certificate in such transferee's name pursuant to Sections 5.04, 5.05
and 5.06.

     (b) Upon their original issuance, Preferred Securities Certificates shall
be issued in the form of a Global Preferred Securities Certificate registered in
the name of Cede & Co. ("Cede") as DTC's nominee and deposited with or on behalf
of DTC for credit by DTC to the respective accounts of the Owners thereof (or
such other accounts as they may direct). Except as set forth herein, record
ownership of the Global Preferred Security may be transferred, in whole or in
part, only to another nominee of DTC or to a successor of DTC or its nominee.

                                       22

<PAGE>

     (c) A single Common Securities Certificate representing the Common
Securities shall be issued to the Depositor in the form of a definitive Common
Securities Certificate.

     SECTION 5.03. Execution and Delivery of Trust Securities Certificates. On
each of the Closing Date and the Option Closing Date, if any, one or more of the
Administrative Trustees shall cause Trust Securities Certificates, in an
aggregate Liquidation Amount and as provided in Sections 2.04 and 2.05, to be
executed on behalf of the Trust and delivered to or upon the written order of
the Depositor, signed by its chairman of the board and president, any executive
vice president or any vice president, treasurer or assistant treasurer or
controller, without further corporate action by the Depositor, in authorized
denominations.

     SECTION 5.04. Global Preferred Security.

     (a) The Global Preferred Security issued under this Declaration of Trust
shall be registered in the name of a depositary or its nominee and delivered to
its custodian therefor, and such Global Preferred Security shall constitute a
single Preferred Security for all purposes of this Declaration of Trust.

     (b) Notwithstanding any other provision in this Declaration of Trust, the
Global Preferred Security may not be exchanged in whole or in part for Preferred
Securities registered, and no transfer of the Global Preferred Security in whole
or in part may be registered, in the name of any Person other than the Clearing
Agency for such Global Preferred Security, Cede, or other nominee thereof unless
(i) such Clearing Agency advises the Property Trustee in writing that such
Clearing Agency is no longer willing or able to properly discharge its
responsibilities as Clearing Agency with respect to such Global Preferred
Security, and the Depositor is unable to locate a qualified successor, (ii) the
Depositor, on behalf of the Trust, at its option advises DTC in writing that it
elects to terminate the book-entry system through the Clearing Agency, or (iii)
there shall have occurred and be continuing a Debenture Event of Default.

     (c) If the Global Preferred Security is to be canceled in whole, it shall
be surrendered by or on behalf of the Clearing Agency or its nominee to the
Securities Registrar for exchange or cancellation as provided in this Article V.
If the Global Preferred Security is to be canceled in part, or if another
Preferred Security is to be exchanged in whole or in part for a beneficial
interest in the Global Preferred Security, then either (i) such Global Preferred
Security shall be so surrendered for exchange or cancellation as provided in
this Article V or (ii) the Liquidation Amount thereof shall be reduced, subject
to Section 5.02, or increased by an amount equal to the portion thereof to be so
exchanged or canceled, or equal to the Liquidation Amount of such other
Preferred Security to be so exchanged for a beneficial interest therein, as the
case may be, by means of an appropriate adjustment made on the records of the
Security Registrar, whereupon the Property Trustee, in accordance with the
Applicable Procedures, shall instruct the Clearing Agency or its authorized
representative to make a corresponding adjustment to its records. Upon any such
surrender or adjustment of the Global Preferred Security by the Clearing Agency,
accompanied by registration instructions, the Property Trustee shall, subject to
Section 5.04(b) and as otherwise provided in this Article V, authenticate and
deliver any Preferred Securities issuable in exchange for such Global Preferred
Security (or any portion thereof) in accordance with the instructions of the
Clearing Agency. The Property Trustee shall not be liable for any delay in
delivery of such instructions and may conclusively rely on, and shall be fully
protected in relying on, such instructions.

                                       23

<PAGE>

     (d) Every Preferred Security authenticated and delivered upon registration
of transfer of, or in exchange for or in lieu of, the Global Preferred Security
or any portion thereof, whether pursuant to this Article V or Article IV or
otherwise, shall be authenticated and delivered in the form of, and shall be, a
Global Preferred Security, unless such Global Preferred Security is registered
in the name of a Person other than the Clearing Agency for such Global Preferred
Security or a nominee thereof.

     (e) The Clearing Agency or its nominee, as the registered owner of the
Global Preferred Security, shall be considered the Holder of the Preferred
Securities represented by the Global Preferred Security for all purposes under
this Declaration of Trust and the Preferred Securities, and Owners of beneficial
interests in the Global Preferred Security shall hold such interests pursuant to
the Applicable Procedures and, except as otherwise provided herein, shall not be
entitled to have any of the individual Preferred Securities represented by the
Global Preferred Security registered in their names, shall not receive nor be
entitled to receive physical delivery of any such Preferred Securities in
definitive form and shall not be considered the Holders thereof under this
Declaration of Trust. Accordingly, any such Owner's beneficial interest in the
Global Preferred Security shall be shown only on, and the transfer of such
interest shall be effected only through, records maintained by the Clearing
Agency or its nominee. Neither the Property Trustee nor the Securities Registrar
shall have any liability in respect of any transfers effected by the Clearing
Agency.

     (f) Except as provided in the definition of "Securityholder" herein, the
rights of Owners of beneficial interests in the Global Preferred Security shall
be exercised only through the Clearing Agency and shall be limited to those
established by law and agreements between such owners and the Clearing Agency.

     SECTION 5.05. Transfer and Exchange. Subject to and except as restricted by
the provisions of this Declaration of Trust, the Trust Securities shall be
freely transferable. The Property Trustee shall keep or cause to be kept at its
Corporate Trust Office a register or registers for the purpose of registering
Preferred Securities Certificates and Common Securities Certificates and
transfers and exchanges of Preferred Securities Certificates and Common
Securities Certificates in which the Registrar and Transfer Agent with respect
to the Trust Securities (the "Securities Registrar"), subject to such reasonable
regulations as it may prescribe, shall provide for the registration of Preferred
Securities Certificates and Common Securities Certificates (subject to Section
5.11 in the case of Common Securities Certificates) and registration of
transfers and exchanges of Preferred Securities Certificates and Common
Securities Certificates as herein provided. Such register is herein sometimes
referred to as the "Securities Register." The Property Trustee is hereby
appointed "Securities Registrar" for the purpose of registering Preferred
Securities and transfers of Preferred Securities as herein provided. The
provisions of Sections 8.01, 8.03, 8.04 and 8.06 hereunder shall apply to the
Property Trustee also in its role as Securities Registrar.

     Upon surrender for registration of transfer of any Preferred Security at
the offices or agencies of the Property Trustee designated for that purpose, at
least one Administrative Trustee shall execute, and the Property Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Preferred Securities of the same series of any
authorized denominations of like tenor and aggregate Liquidation Amount and
bearing such restrictive legends as may be required by this Declaration of
Trust.

                                       24

<PAGE>

     At the option of the Holder, Preferred Securities may be exchanged for
other Preferred Securities of any authorized denominations, of like tenor and
aggregate amount and bearing such restrictive legends as may be required by this
Declaration of Trust, upon surrender of the Preferred Securities to be exchanged
at such office or agency. Whenever any securities are so surrendered for
exchange, at least one Administrative Trustee shall execute and the Property
Trustee shall authenticate and deliver the Preferred Securities that the Holder
making the exchange is entitled to receive.

     All Preferred Securities issued upon any transfer or exchange of Preferred
Securities shall be the valid obligations of the Trust and fully paid
nonassessable undivided beneficial interests in the assets of the Trust,
entitled to the same benefits under this Declaration of Trust, as the Preferred
Securities surrendered upon such transfer or exchange.

     Every Preferred Security presented or surrendered for transfer or exchange
shall (if so required by the Property Trustee) be duly endorsed, or be
accompanied by a written instrument of transfer in form satisfactory to the
Property Trustee and the Securities Registrar, duly executed by the Holder
thereof or such Holder's attorney duly authorized in writing.

     No service charge shall be made to a Holder for any transfer or exchange of
Preferred Securities, but the Property Trustee or the Securities Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Preferred Securities.

     Neither the Trust nor the Property Trustee shall be required, pursuant to
the provisions of this Section, (i) to issue, register the transfer of or
exchange any Preferred Security during a period beginning at the opening of
business 15 days before the day of mailing of a notice of redemption of
Preferred Securities pursuant to Article IV and ending at the close of business
on the day of such mailing of the notice of redemption, or (ii) to register the
transfer of or exchange any Preferred Security so selected for redemption in
whole or in part, except, in the case of any such Preferred Security to be
redeemed in part, any portion thereof not to be redeemed.

     The Preferred Securities will be issued, and may be transferred, only in
blocks having a Liquidation Amount of not less than $_______. To the fullest
extent permitted by law, any transfer, sale or other disposition of Preferred
Securities in a block having a Liquidation Amount of less than $_____ shall be
deemed to be void and of no legal effect whatsoever. To the fullest extent
permitted by law, any such transferee shall be deemed not to be the Holder of
such Preferred Securities for any purpose, including but not limited to the
receipt of Distributions on such Preferred Securities, and such transferee shall
be deemed to have no interest whatsoever in such Preferred Securities.

     SECTION 5.06. Mutilated, Destroyed, Lost or Stolen Trust Securities
Certificates. Provided Definitive Preferred Securities Certificates are issued,
if (a) any mutilated Trust Securities Certificate shall be surrendered to the
Securities Registrar, or if the Securities Registrar shall receive evidence to
its satisfaction of the destruction, loss or theft of any Trust Securities
Certificate and (b) there shall be delivered to the Securities Registrar and the
Administrative Trustees such security or indemnity as may be required by them to
save each of them harmless, then in the absence of notice that such Trust
Securities Certificate shall have been acquired by a bona fide purchaser, the
Administrative Trustees, or any one of them, on behalf of the Trust shall
execute and make available for delivery, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Trust Securities Certificate (and in the
case of Preferred

                                       25

<PAGE>

Securities Certificates, the Property Trustee shall authenticate), a new Trust
Securities Certificate of like class, tenor and denomination. In connection with
the issuance of any new Trust Securities Certificate under this Section, the
Administrative Trustees or the Securities Registrar 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 Trust Securities Certificate issued
pursuant to this Section shall constitute conclusive evidence of an undivided
beneficial interest in the assets of the Trust, as if originally issued, whether
or not the lost, stolen or destroyed Trust Securities Certificate shall be found
at any time.

     SECTION 5.07. Persons Deemed Securityholders. The Trustees or the
Securities Registrar shall treat the Holder as the owner of such Trust
Securities for the purpose of receiving distributions and for all other purposes
whatsoever, and neither the Trustees nor the Securities Registrar shall be bound
by any notice to the contrary.

     SECTION 5.08. Access to List of Securityholders' Names and Addresses. At
any time when the Property Trustee is not also acting as the Securities
Registrar, the Administrative Trustees or the Depositor shall furnish or cause
to be furnished to the Property Trustee a list in such form as the Property
Trustee may reasonably require of the names and addresses of the Securityholders
as of the most recent record date: (a) within five Business Days after March 15,
June 15, September 15, and December 15 of each year; and (b) promptly after
receipt by any Administrative Trustee or the Depositor of a request therefor
from the Property Trustee in order to enable the Property Trustee to discharge
its obligations under this Declaration of Trust, in each case to the extent such
information is in the possession or control of the Administrative Trustees or
the Depositor and is not identical to a previously supplied list or has not
otherwise been received by the Property Trustee in its capacity as Securities
Registrar. Each Owner of Trust Securities acknowledges that the Depositor, the
Property Trustee, the Delaware Trustee or the Administrative Trustees may from
time to time make reasonable use of information consisting of such Owner's name
and address, including the furnishing of a list of such names and addresses as
contemplated hereunder, and each Owner shall be deemed to have agreed not to
hold the Depositor, the Property Trustee or the Administrative Trustees
accountable by reason of the disclosure of its name and address, regardless of
the source from which such information was derived.

     SECTION 5.09. Maintenance of Office or Agency; Transfer Agent. The
Administrative Trustees shall maintain an office or offices or agency or
agencies where Definitive Preferred Securities Certificates, if issued, may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Trustees in respect of the Trust Securities may be
served. The Administrative Trustees initially designate BNY Midwest Trust
Company, 2 N. LaSalle Street, Suite 1020, Chicago, Illinois 60602, Attention:
Corporate Trust Department, as its corporate trust office for such purposes. The
Administrative Trustees shall give prompt written notice to the Depositor and to
the Securityholders of any change in the location of the Securities Register or
any such office or agency. The Bank shall act as initial Transfer Agent for the
Trust Securities. The provisions of Sections 8.01, 8.03, 8.04 and 8.06 herein
shall apply to the Bank also in its role as Transfer Agent, for so long as the
Bank shall act as Transfer Agent and, to the extent applicable, to any other
transfer agent appointed hereunder.

     SECTION 5.10. Appointment of Paying Agent. The Paying Agent shall make
Distributions to Securityholders from the Payment Account and shall report the
amounts of such Distributions to the Property Trustee and the Administrative
Trustees. Any Paying Agent shall have the revocable power to withdraw funds from
the Payment Account for the purpose of

                                       26

<PAGE>

making the Distributions referred to above. The Administrative Trustees may
revoke such power and remove any Paying Agent if such Administrative Trustees
determine in their sole discretion that such Paying Agent shall have failed to
perform its obligations under this Declaration of Trust in any material respect.
The Paying Agent shall initially be the Bank, and any co-paying agent chosen by
the Bank, and acceptable to the Administrative Trustees and the Depositor. Any
Person acting as Paying Agent shall be permitted to resign as Paying Agent upon
30 days' written notice to the Administrative Trustees, the Property Trustee and
the Depositor. In the event that the Bank shall no longer be the Paying Agent or
a successor Paying Agent shall resign or its authority to act be revoked, the
Administrative Trustees shall appoint a successor that is acceptable to the
Property Trustee and the Depositor to act as Paying Agent (which shall be a bank
or trust company). The Administrative Trustees shall cause such successor Paying
Agent or any additional Paying Agent appointed by the Administrative Trustees to
execute and deliver to the Trustees an instrument in which such successor Paying
Agent or additional Paying Agent shall agree with the Trustees that as Paying
Agent, such successor Paying Agent or additional Paying Agent will hold all
sums, if any, held by it for payment to the Securityholders in trust for the
benefit of the Securityholders entitled thereto until such sums shall be paid to
such Securityholders. The Paying Agent shall return all unclaimed funds to the
Property Trustee and upon removal of a Paying Agent, such Paying Agent shall
also return all funds in its possession to the Property Trustee. The provisions
of Sections 8.01, 8.03, 8.04 and 8.06 herein shall apply to the Bank also in its
role as Paying Agent, for so long as the Bank shall act as Paying Agent and, to
the extent applicable, to any other paying agent appointed hereunder. Any
reference in this Declaration of Trust to the Paying Agent shall include any
co-paying agent unless the context requires otherwise.

     SECTION 5.11. Ownership of Common Securities by Depositor. The Depositor
shall acquire and retain beneficial and record ownership of the Common
Securities; provided, however, that the Common Securities may be transferred to
any Related Party at the discretion of the Depositor. To the fullest extent
permitted by law, other than a transfer to a Related Party or in connection with
a consolidation or merger of the Depositor into another Person, or any
conveyance, transfer or lease by the Depositor of its properties and assets
substantially as an entirety to any Person, pursuant to Section 11.01 of the
Indenture, any attempted transfer of the Common Securities shall be void. The
Administrative Trustees shall cause each Common Securities Certificate issued to
the Depositor to contain a legend stating "THIS CERTIFICATE IS NOT TRANSFERABLE
EXCEPT AS PROVIDED IN THE DECLARATION OF TRUST."

     SECTION 5.12. Notice to Owners to be Given to Holders. To the extent that a
notice or other communication to the Holders is required under this Declaration
of Trust, for so long as Preferred Securities are represented by a Global
Securities Certificate, the Trustees shall give to the Holders all such notices
and communications specified herein to be given to the Owners, and shall have no
obligations to give duplicates thereof to the Owners.

     SECTION 5.13. Rights of Securityholders.

     (a) The legal title to the Trust Property is vested exclusively in the
Property Trustee (in its capacity as such) in accordance with Section 2.9, and
the Securityholders shall not have any right or title therein other than the
undivided beneficial interest in the assets of the Trust conferred by their
Trust 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 Trust Securities shall be personal property giving only the rights
specifically set forth therein and in this Declaration of Trust. The Trust
Securities shall have no preemptive or similar rights and

                                       27

<PAGE>

when issued and delivered to Securityholders against payment of the purchase
price therefor will be fully paid and nonassessable, except as provided in
Section 10.02 with respect to the Common Securities. The Holders, in their
capacities as such, 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.

     (b) For so long as any Preferred Securities remain Outstanding, if, upon a
Debenture 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 amount of all of the Debentures to be immediately due and payable
pursuant to the Indenture, the Holders of at least 25% in Liquidation Amount of
the Preferred Securities then Outstanding shall have such right by a notice in
writing to the Depositor, the Guarantor and the Debenture Trustee with a copy to
the Property Trustee; and upon any such declaration such principal amount of and
the accrued interest on all of the Debentures shall become immediately due and
payable; provided that the payment of principal and interest on such Debentures
shall remain subordinated to the extent provided in the Indenture.

     At any time after such 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, the Holders of a majority in Liquidation Amount of the Preferred
Securities, by written notice to the Property Trustee, the Depositor, the
Guarantor and the Debenture Trustee, may rescind and annul such declaration and
its consequences if:

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

                  (A) all overdue installments of interest (including any
     Additional Interest) on, and any other Additional Amounts with respect to,
     all of the Debentures,

                  (B) the principal of (and premium, if any, on) any Debentures
     which have become due otherwise than by such declaration of acceleration
     and interest thereon and any Additional Amounts at the rate borne by the
     Debentures,

                  (C) to the extent that payment of such interest or Additional
     Amounts is lawful, interest upon overdue installments of any interest and
     Additional Amounts at the rate borne by the Debentures,

                  (D) all sums paid or advanced by the Debenture Trustee under
     the Indenture and the reasonable compensation, expenses, disbursements and
     advances of the Debenture Trustee and the Property 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, any premium and interest on, and any Additional
Amounts with respect to the Debentures which has become due solely by such
acceleration, have been cured or waived as provided in Section 8.01 of the
Indenture.

     If the Property Trustee fails to annul any such declaration and waive such
default, the Holders of Preferred Securities representing a majority of the
aggregate Liquidation Amount of all the Outstanding Preferred Securities shall
also have the right to rescind and annul such

                                       28

<PAGE>

declaration and its consequences by written notice to the Depositor, the
Property Trustee and the Debenture Trustee, subject to the satisfaction of the
conditions set forth in Section 8.01.

     The Holders of a majority in aggregate Liquidation Amount of the Preferred
Securities may, on behalf of the Holders of all the Preferred Securities, waive
any past default under the Indenture, except a default in the payment of
principal, any premium or interest (including any Additional Interest) on, or
any other Additional Amounts with respect to (unless such default has been cured
and a sum sufficient to pay all matured installments of interest (including any
Additional Interest) and principal due and any other Additional Amounts
otherwise than by acceleration has been deposited with the Debenture Trustee) or
a default in respect of a covenant or provision which under the Indenture cannot
be modified or amended without the consent of the holder of each Debenture. No
such rescission shall affect any subsequent default or impair any right
consequent thereon.

     Upon receipt by the Property Trustee of written notice declaring such an
acceleration, or rescission and annulment thereof, by Holders of the Preferred
Securities all or part of which is represented by Global Preferred Securities, a
record date shall be established for determining Holders of Outstanding
Preferred Securities entitled to join in such notice, which record date shall be
at the close of business on the day the Property 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 which is 60 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 60 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 which 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 5.13(b).

     (c) For so long as any Preferred Securities remain Outstanding, to the
fullest extent permitted by law and subject to the terms of this Declaration of
Trust and the Indenture, upon a Debenture Event of Default specified in Section
8.01(a)(i) or (ii) of the Indenture, any Holder of Preferred Securities shall
have the right to institute a proceeding directly against the Depositor or the
Guarantor, pursuant to Section 8.09 of the Indenture, for enforcement of payment
to such Holder of the principal amount of or interest (including Additional
Interest) on and any other Additional Amounts with respect to, Debentures having
a principal amount equal to the Liquidation Amount of the Preferred Securities
of such Holder. Except as set forth in Sections 5.13(b) and 5.13(c) hereof, the
Holders of Preferred Securities shall have no right to exercise directly any
right or remedy available to the holders of, or in respect of, the Debentures.

                                   ARTICLE VI

                    Acts of Securityholders; Meetings; Voting

     SECTION 6.01.  Limitations on Preferred Securityholder's Voting Rights.

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     (a) Except as provided in this Declaration of Trust and in the Indenture
and as otherwise required by law, no Holder of Preferred Securities shall have
any right to vote or in any manner otherwise control the administration,
operation and management of the Trust or the obligations of the parties hereto,
nor shall anything herein set forth, or contained in the terms of the Trust
Securities Certificates, be construed so as to constitute the Preferred
Securityholders from time to time as partners or members of an association.
Unless a Debenture Event of Default shall have occurred and be continuing, any
Trustee may be removed at any time by the vote of the Common Securityholder. The
right to vote to appoint, remove or replace the Administrative Trustees is
vested exclusively in the Depositor as the Holder of the Common Securities.

     (b) So long as any Debentures are held by the Property Trustee, the
Trustees shall not (i) direct the time, method and place of conducting any
proceeding for any remedy available to the Debenture Trustee, or executing any
trust or power conferred on the Property Trustee with respect to such
Debentures, (ii) waive any past default which is waivable under Section 8.01 of
the Indenture, (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 to
any amendment, modification or termination of the Indenture or the Debentures,
where such consent shall be required, without, in each case, obtaining the prior
approval of the Holders of at least a majority in aggregate Liquidation Amount
of all Outstanding Preferred Securities; provided, however, that where a consent
under the Indenture would require the consent of each holder of Debentures
affected thereby, no such consent shall be given by the Property Trustee without
the prior written consent of each Holder of Preferred Securities. The Trustees
shall not revoke any action previously authorized or approved by a vote of the
Holders of Preferred Securities, except by a subsequent vote of the Holders of
Preferred Securities. The Property Trustee shall notify all Holders of the
Preferred Securities of any notice of default received from the Debenture
Trustee with respect to the Debentures. In addition to obtaining the foregoing
approvals of the Holders of the Preferred Securities, prior to taking any of the
foregoing actions, the Trustees shall, at the expense of the Depositor, obtain
an Opinion of Counsel experienced in such matters to the effect that the Trust
will continue to be classified as a grantor trust and not as an association
taxable as a corporation for United States federal income tax purposes on
account of such action.

     (c) If any proposed amendment to the Declaration of Trust provides for, or
the Trustees otherwise propose to effect, (i) any action that would adversely
affect in any material respect the interests, powers, preferences or special
rights of the Trust Securities, whether by way of amendment to the Declaration
of Trust or otherwise, or (ii) the dissolution, winding-up or termination of the
Trust, other than pursuant to the terms of this Declaration of Trust, then the
Holders of Outstanding Trust Securities as a 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 at least a majority in Liquidation
Amount of the Outstanding Preferred Securities. No amendment to this Declaration
of Trust shall be made if, as a result of such amendment, the Trust would cease
to be classified as a grantor trust or would be classified as an association
taxable as a corporation for United States federal income tax purposes.

     SECTION 6.02. Notice of Meetings. Notice of all meetings of the
Securityholders, stating the time, place and purpose of the meeting, shall be
given by the Property Trustee pursuant to Section 10.09 to each Securityholder
of record, at his registered address, at least 15 days and not more than 90 days
before the meeting. At any such meeting, any business properly before the
meeting may be so considered whether or not stated in the notice of the meeting.
Any adjourned meeting may be held as adjourned without further notice.

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     SECTION 6.03. Meetings of Securityholders. No annual meeting of
Securityholders is required to be held. The Administrative Trustees, however,
shall call a meeting of Securityholders to vote on any matter upon the written
request of the Securityholders of record of 25% of the Securities (based upon
their Liquidation Amount) and the Administrative Trustees or the Property
Trustee may, at any time in their discretion, call a meeting of Securityholders
to vote on any matters as to which Securityholders are entitled to vote.

     Securityholders of record of 50% of the Outstanding Securities (based upon
their Liquidation Amount), present in person or represented by proxy, shall
constitute a quorum at any meeting of Securityholders.

     If a quorum is present at a meeting, an affirmative vote by the
Securityholders of record present, in person or by proxy, holding more than a
majority of the Securities (based upon their Liquidation Amount) held by the
Securityholders of record present, either in person or by proxy, at such meeting
shall constitute the action of the Securityholders, unless this Declaration of
Trust requires a greater number of affirmative votes.

     SECTION 6.04. Voting Rights. Securityholders shall be entitled to one vote
for each $___ of Liquidation Amount represented by their Outstanding Trust
Securities in respect of any matter as to which such Securityholders are
entitled to vote.

     SECTION 6.05. Proxies, etc. At any meeting of Securityholders, any
Securityholder entitled to vote thereat may vote by proxy; provided that no
proxy shall be voted at any meeting unless it shall have been placed on file
with the Administrative Trustees, or with such other officer or agent of the
Trust as the Administrative Trustees may direct, for verification prior to the
time at which such vote shall be taken. Proxies may be solicited in the name of
the Property Trustee or one or more officers of the Property Trustee. Only
Securityholders of record shall be entitled to vote. When Trust Securities are
held jointly by several Persons, any one of them may vote at any meeting in
person or by proxy in respect of such Securities, but if more than one of them
shall be present at such meeting in person or by proxy, and such joint owners or
their proxies so present disagree as to any vote to be cast, such vote shall not
be received in respect of such Securities. A proxy purporting to be executed by
or on behalf of a Securityholder shall be deemed valid unless challenged at or
prior to its exercise, and the burden of proving invalidity shall rest on the
challenger. No proxy shall be valid more than three years after its date of
execution.

     SECTION 6.06. Securityholder Action by Written Consent. Any action which
may be taken by Securityholders at a meeting may be taken without a meeting if
Securityholders holding a majority of all Outstanding Securities (based upon
their Liquidation Amount) entitled to vote in respect of such action (or such
larger proportion thereof as shall be required by any express provision of this
Declaration of Trust) shall consent to the action in writing.

     SECTION 6.07. Record Date for Voting and Other Purposes. For the purposes
of determining the Securityholders who are entitled to notice of and to vote at
any meeting or by written consent, or to participate in any Distribution in
respect of which a record date is not otherwise provided for in this Declaration
of Trust, or for the purpose of any other action, the Administrative Trustees
may from time to time fix a date, not more than 90 days prior to the date of any
meeting of Securityholders or the payment of a distribution or other action, as
the case may be, as a record date for the determination of the identity of the
Securityholders of record for such purposes.

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     SECTION 6.08. Acts of Securityholders. Any request, demand, authorization,
direction, notice, consent, waiver or other action provided or permitted by this
Declaration of Trust to be given, made or taken by Securityholders may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Securityholders in person or by an agent duly appointed in
writing; and, except as otherwise expressly provided herein, such action shall
become effective when such instrument or instruments are delivered to an
Administrative Trustee. Such instrument or instruments (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as the "Act" of
the Securityholders signing such instrument or instruments. Proof of execution
of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Declaration of Trust and (subject to Section
8.01) conclusive in favor of the Trustees, if made in the manner provided in
this Section.

     The fact and date of the execution by any Person of any such instrument or
writing may be provided by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
a signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any
other manner which any Trustee receiving the same deems sufficient.

     The ownership (and Holders) of Trust Securities shall be proved by the
Securities Register.

     Any request, demand, authorization, direction, notice, consent, waiver or
other Act of the Securityholder of any Trust Security shall bind every future
Securityholder of the same Trust Security and the Securityholder of every Trust
Security issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done, omitted or suffered to
be done by the Trustees or the Trust in reliance thereon, whether or not
notation of such action is made upon such Trust Security.

     Without limiting the foregoing, a Securityholder entitled hereunder to take
any action hereunder with regard to any particular Trust Security may do so with
regard to all or any part of the Liquidation Amount of such Trust Security or by
one or more duly appointed agents each of which may do so pursuant to such
appointment with regard to all or any part of such Liquidation Amount.

     If any dispute shall arise between the Securityholders and the
Administrative Trustees or among such Securityholders or Trustees with respect
to the authenticity, validity or binding nature of any request, demand,
authorization, direction, consent, waiver or other Act of such Securityholder or
Trustee under this Article VI, then the determination of such matter by the
Property Trustee shall be conclusive with respect to such matter.

     SECTION 6.09. Inspection of Records. Upon reasonable notice to the
Administrative Trustees and the Property Trustee, the records of the Trust shall
be open to inspection by Securityholders during normal business hours for any
purpose reasonably related to such Securityholder's interest as a
Securityholder.

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                                   ARTICLE VII

                         Representations and Warranties

     SECTION 7.01. Representations and Warranties of the Property Trustee and
the Delaware Trustee. The Property Trustee and the Delaware Trustee, each
severally on behalf of and as to itself, hereby represents and warrants for the
benefit of the Depositor and the Securityholders that:

     (a) The Property Trustee is a business corporation with trust powers, duly
organized, validly existing and in good standing under the laws of Illinois,
with trust power and authority to execute and deliver, and to carry out and
perform its obligations under the terms of this Declaration of Trust.

     (b) The execution, delivery and performance by the Property Trustee of the
Declaration of Trust have been duly authorized by all necessary corporate action
or other action on the part of the Property Trustee; and the Declaration of
Trust has been duly executed and delivered by the Property Trustee and such
execution and delivery does not require any additional approvals, and
constitutes a legal, valid and binding obligation of the Property Trustee,
enforceable against it in accordance with its terms, subject to applicable
bankruptcy, reorganization, moratorium, insolvency, and other similar laws
affecting creditors' rights generally and to general principles of equity and
the discretion of the court (regardless of whether the enforcement of such
remedies is considered in a proceeding in equity or at law).

     (c) The execution, delivery and performance by the Property Trustee of this
Declaration of Trust will not (i) violate the Property Trustee's certificate of
incorporation or by-laws, (ii) violate any provision of, or constitute, with or
without notice or lapse of time, a default under, or result in the creation or
imposition of, any Lien on any properties included in the Trust Property
pursuant to the provisions of, any indenture, mortgage, credit agreement,
license or other agreement or instrument to which the Property Trustee is a
party or by which it is bound, or (iii) violate any law, governmental rule or
regulation of the United States governing the corporate or trust powers of the
Property Trustee or any order, judgment or decree applicable to the Property
Trustee.

     (d) No consent, approval or authorization of, or registration with or
notice to, any state or federal banking authority is required for the execution,
delivery or performance by the Property Trustee, of the Declaration of Trust.

     (e) The Property Trustee is a Person eligible pursuant to the Trust
Indenture Act to act as such and has a combined capital and surplus of at least
$50 million.

     (f) The Delaware Trustee is duly organized, validly existing and in good
standing under the laws of the State of Delaware, with its principal place of
business in 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, the
Declaration of Trust.

     (g) The execution, delivery and performance by the Delaware Trustee of the
Declaration of Trust have been duly authorized by all necessary corporate action
on the part of the Delaware Trustee; and the Declaration of Trust has been duly
executed and delivered by the Delaware Trustee, and constitutes a legal, valid
and binding obligation of the Delaware Trustee,

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<PAGE>

enforceable against it in accordance with its terms, subject to applicable
bankruptcy, reorganization, moratorium, insolvency, and other similar laws
affecting creditors' right generally and to general principles of equity and the
discretion of the court (regardless of whether the enforcement of such remedies
is considered in a proceeding in equity or at law).

     (h) The execution, delivery and performance by the Delaware Trustee of this
Declaration of Trust will not (i) violate the Delaware Trustee's certification
of incorporation or by-laws, (ii) violate any provision of, or constitute, with
or without notice or lapse of time, a default under, or result in the creation
or imposition of, any Lien on any properties included in the Trust Property
pursuant to the provisions of, any indenture, mortgage, credit agreement,
license or other agreement or instrument to which the Delaware Trustee is a
party or by which it is bound, or (iii) violate any law, governmental rule or
regulation of the State of Delaware governing the corporate, banking or trust
powers of the Delaware Trustee or any order, judgment or decree applicable to
the Delaware Trustee.

     (i) No consent, approval or authorization of, or registration with or
notice to, any state or federal banking authority is required for the execution,
delivery or performance by the Delaware Trustee, of this Declaration of Trust.

     (j) There are no proceedings pending or, to the best of each of the
Property Trustee's and the Delaware Trustee's knowledge, threatened against or
affecting it in any court or before any governmental authority, agency or
arbitration board or tribunal which, individually or in the aggregate, would
materially and adversely affect the Trust or would question the right, power and
authority of each of the Property Trust or the Delaware Trustee, as the case may
be, to enter into or perform its obligations as one of the Trustees under this
Declaration of Trust.

     SECTION 7.02. Representations and Warranties of Depositor. The Depositor
hereby represents and warrants for the benefit of the Securityholders that:

     (a) The Trust Securities Certificates issued at the Closing Date and the
Option Closing Date, if any, on behalf of the Trust have been duly authorized
and will have been duly and validly executed, issued and delivered by the
Trustees pursuant to the terms and provisions of, and in accordance with the
requirements of, this Declaration of Trust, and the Securityholders will be, as
of each such date, entitled to the benefits of this Declaration of Trust.

     (b) There are no taxes, fees or other governmental charges payable by the
Trust (or the Trustees on behalf of the Trust) under the laws of the State of
Delaware or any political subdivision thereof in connection with the execution,
delivery and performance by the Property Trustee or the Delaware Trustee, as the
case may be, of this Declaration of Trust.

     (c) The execution, delivery and performance by the Depositor of the
Declaration of Trust have been duly authorized by all necessary corporate action
on the part of the Depositor; and the Declaration of Trust constitutes a legal,
valid and binding obligation of the Depositor, enforceable against it in
accordance with its terms, subject to applicable bankruptcy, reorganization,
moratorium, insolvency, and other similar laws affecting creditors' rights
generally and to general principles of equity and the discretion of the court
(regardless of whether the enforcement of such remedies is considered in a
proceeding in equity or at law).

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                                  ARTICLE VIII

                                  The Trustees

     SECTION 8.01. Certain Duties and Responsibilities.

     (a)  The duties and responsibilities of the Trustees shall be as provided
by this Declaration of Trust and, in the case of the Property Trustee, by the
Trust Indenture Act. Notwithstanding the foregoing, no provisions of this
Declaration of Trust shall require the Trustees to expend or risk their own
funds or otherwise incur any financial liability in the performance of any of
their duties hereunder, or in the exercise of any of their rights or powers, if
they shall have reasonable grounds for believing that repayment of such funds or
indemnity satisfactory to it against such risk or liability is not reasonably
assured to it. Whether or not herein expressly so provided, every provision of
this Declaration of Trust relating to the conduct or affecting the liability of
or affording protection to the Trustees shall be subject to the provisions of
this Article. An Administrative Trustee shall not be liable to the Trust or the
Holders except for losses caused by his, her or its own grossly negligent
action, his, her or its own grossly negligent failure to act, or his, her or its
own willful misconduct. To the extent that, at law or in equity, an
Administrative Trustee has duties (including fiduciary duties) and liabilities
relating thereto to the Trust or to the Securityholders, such Administrative
Trustee shall not be liable to the Trust or to any Securityholder for such
Trustee's good faith reliance on the provisions of this Declaration of Trust.
The provisions of this Declaration of Trust, to the extent that they restrict
the duties and liabilities of the Administrative Trustees otherwise existing at
law or in equity, are agreed by the Depositor and the Securityholders to replace
such other duties and liabilities of the Administrative Trustees.

     (b)  All payments made by the Property Trustee or a Paying Agent in respect
of the Trust 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 Property Trustee or a Paying
Agent to legally make payments in accordance with the terms hereof. Each
Securityholder, by its acceptance of a Trust 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 are
not personally liable to it for any amount distributable in respect of any Trust
Security or for any other liability in respect of any Trust Security. This
Section 8.01(b) does not limit the liability of the Trustees expressly set forth
elsewhere in this Declaration of Trust or, in the case of the Property Trustee,
in the Trust Indenture Act.

     (c)  No provision of this Declaration of Trust shall be construed to
relieve the Property Trustee from liability for its own negligent action, its
own negligent failure to act, or its own willful misconduct, except that:

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

     (ii) the Property Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders of not less than a majority in Liquidation Amount of
the Trust Securities relating to the time, method and place of

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<PAGE>

conducting any proceeding for any remedy available to the Property Trustee, or
exercising any trust or power conferred upon the Property Trustee under this
Declaration of Trust;

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

     (iv)  the Property Trustee shall not be liable for any interest on any
money received by it except as it may otherwise agree in writing with the
Depositor; and money held by the Property Trustee need not be segregated from
other funds held by it except in relation to the Payment Account maintained by
the Property Trustee pursuant to Section 3.01 and except to the extent otherwise
required by law; and

     (v)   the Property Trustee shall not be responsible for monitoring the
compliance by the Administrative Trustees or the Depositor with their respective
duties under this Declaration of Trust nor shall the Property Trustee be liable
for the default or misconduct of the Administrative Trustees or the Depositor.

     (d) Notwithstanding anything herein to the contrary, the Delaware Trustee
shall not be liable for the acts or omissions of the Trust, the Property Trustee
or the Administrative Trustees except with respect to acts which the Delaware
Trustee is expressly obligated or authorized to undertake under this Declaration
of Trust or the Delaware Statutory Trust Act and except for the gross negligence
or willful misconduct of the Delaware Trustee.

     SECTION 8.02. Events of Default Notices; Deferral of Interest Payment
Notices. Within 60 days after the occurrence of any Event of Default (known as
set forth in Section 8.03(l) to a Responsible Officer of the Property Trustee),
the Property Trustee shall transmit, in the manner and to the extent provided in
Section 10.09, notice of such Event of Default to the Securityholders, the
Administrative Trustees and the Depositor, unless such Event of Default shall
have been cured or waived as provided herein. The Depositor and the
Administrative Trustees are required to file annually with the Property Trustee
a certificate as to whether or not they are in compliance with all the
conditions and covenants applicable to them under the Declaration of Trust. For
purposes of this Section 8.02, the term "Event of Default" also means any event
that is, or after notice or lapse of time or both would become, an Event of
Default.

     Within five Business Days after the receipt of notice of the Depositor's
exercise of its right to defer the payment of interest on the Debentures
pursuant to the Indenture, an Administrative Trustee shall transmit, in the
manner and to the extent provided in Section 10.09, notice of such exercise to
the Securityholders and the Property Trustee, unless such exercise shall have
been revoked.

     SECTION 8.03. Certain Rights of Property Trustee. Subject to the provisions
of Section 8.01:

     (a) the Property Trustee may conclusively rely and shall be fully protected
in acting or refraining from acting in good faith upon any resolution, Opinion
of Counsel, Officers' Certificate, written representation of a Holder or
transferee, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, appraisal, bond,

                                       36

<PAGE>

debenture, note, other evidence of indebtedness or other paper or document
believed by it to be genuine and to have been signed or presented by the proper
party or parties;

     (b) if (i) in performing its duties under this Declaration of Trust the
Property Trustee is required to decide between alternative courses of action,
(ii) in construing any of the provisions of this Declaration of Trust, the
Property Trustee finds the same ambiguous or inconsistent with any other
provisions contained herein or (iii) the Property Trustee is unsure of the
application of any provision of this Declaration of Trust, then, except as to
any matter as to which the Securityholders are entitled to vote under the terms
of this Declaration of Trust, the Property Trustee shall deliver a notice to the
Depositor requesting an Officers' Certificate of the Depositor as to the course
of action to be taken and the Property Trustee shall take such action, or
refrain from taking such action, as the Property Trustee shall be instructed in
an Officers' Certificate to take, or to refrain from taking, by the Depositor;
provided, however, that if the Property Trustee does not receive such
instructions of the Depositor within ten Business Days after it has delivered
such notice, or such reasonably shorter period of time set forth in such notice
(which to the extent practicable shall not be less than two Business Days), it
may, but shall be under no duty to, take or refrain from taking such action not
inconsistent with this Declaration of Trust as it shall deem advisable
(including advice from counsel) and in the best interests of the
Securityholders, in which event the Property Trustee shall have no liability
except for its own bad faith, negligence or willful misconduct;

     (c) any direction or act of the Depositor or an Administrative Trustee
contemplated by this Declaration of Trust shall be sufficiently evidenced by an
Officers' Certificate;

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

     (e) the Property Trustee may consult with competent counsel of its
selection (which counsel may be counsel to the Depositor or any of its
Affiliates, and may include any of its employees) 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 Property Trustee shall have the right at
any time to seek instructions concerning the administration of this Declaration
of Trust from any court of competent jurisdiction;

     (f) the Property Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Declaration of Trust at the request or
direction of any of the Securityholders pursuant to this Declaration of Trust,
unless such Securityholders shall have offered to the Property Trustee security
or indemnity satisfactory to it against the costs, expenses and liabilities
which might be incurred by it in compliance with such request or direction;
nothing contained herein shall, however, relieve the Property Trustee of the
obligation, upon the occurrence of any Event of Default (that has not been cured
or waived) to exercise the rights and powers vested in it by this Declaration of
Trust, and to use the same degree of care and skill in its exercise as a prudent
person would exercise or use under the circumstances in the conduct of his or
her own affairs;

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     (g) the Property Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, 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 Securityholders, but the
Property Trustee may make such further inquiry or investigation into such facts
or matters as it may see fit;

     (h) the Property Trustee may execute any of its trusts or powers hereunder
or perform any of its duties hereunder either directly or by or through its
agents or attorneys, and the Property 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 by it with due care hereunder;

     (i) whenever in the administration of this Declaration of Trust the
Property Trustee shall deem it desirable to receive instructions with respect to
enforcing any remedy or right or taking any other action hereunder, the Property
Trustee (i) may request instructions from the Holders of the Trust Securities
which instructions may only be given by the Holders of the same proportion in
Liquidation Amount of the Trust Securities as would be entitled to direct the
Property Trustee under the terms of the Trust 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 instructions;

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

     (k) when the Property 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;

     (l) the Property Trustee shall not be charged with knowledge of an Event of
Default (other than defaults in scheduled payments of principal and interest)
unless a Responsible Officer of the Property Trustee obtains actual knowledge of
such event or the Property Trustee receives written notice of such event at the
Corporate Trust Office and such notice references this Declaration of Trust; and

     (m) the rights, privileges, protections, immunities and benefits given to
the Property Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Property Trustee
in each of its capacities hereunder, and to each agent, custodian and other
Person employed to act hereunder.

     No provision of this Declaration of Trust shall be deemed to impose any
duty or obligation on the Property Trustee to perform any act or acts or
exercise any right, power, duty or obligation conferred or imposed on it, in any
jurisdiction in which it shall be illegal, or in which the Property Trustee
shall be unqualified or incompetent in accordance with applicable law, to
perform any such act or acts, or to exercise any such right, power, duty or
obligation. No permissive power or authority available to the Property Trustee
shall be construed to be a duty.

     SECTION 8.04. Not Responsible for Recitals. The recitals contained herein
and in the Trust Securities Certificates shall be taken as the statements of
Trust, and the Trustees do not

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<PAGE>

assume any responsibility for their correctness. The Trustees shall not be
accountable for the use or application by the Depositor of the proceeds of the
Debentures.

     SECTION 8.05. May Hold Securities. Any Trustee or any other agent of any
Trustee or the Trust, in its individual or any other capacity, may become the
owner or pledgee of Trust Securities and, subject to Sections 8.08 and 8.13, and
except as provided in the definition of the term "Outstanding" in Article I, may
otherwise deal with the Trust with the same rights it would if it were not a
Trustee or such other agent.

     SECTION 8.06. Compensation, Indemnity, Fees. Pursuant to Section 6.04 of
the Indenture, the Depositor, as borrower on the Debentures, agrees:

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

     (b) except as otherwise expressly provided herein, to reimburse the
Trustees upon request for all reasonable expenses, disbursements and advances
incurred or made by the Trustees in accordance with any provision of this
Declaration of Trust (including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such expense, disbursement
or advance as may be attributable to its gross negligence (or, with respect to
the Property Trustee, negligence) or willful misconduct;

     (c) to the fullest extent permitted by applicable law, to indemnify and
hold harmless (i) each Trustee, (ii) any Affiliate of any Trustee, (iii) any
officer, director, shareholder, employee, representative or agent of any Trustee
and its Affiliates, and (iv) any employee or agent of the Trust or its
Affiliates, (referred to herein as an "Indemnified Person") from and against any
and all loss, damage, claim, liability, tax, penalty, expense or claim of any
kind or nature whatsoever incurred by such Indemnified Person by reason of the
creation, operation 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 in
connection with the acceptance and administration of the Trusts hereunder and in
a manner such Indemnified Person reasonably believed to be within the scope of
authority conferred on such Indemnified Person by this Declaration of Trust,
except that no Indemnified Person shall be entitled to be indemnified in respect
of any loss, damage or claim incurred by such Indemnified Person by reason of
gross negligence (or, with respect to the Property Trustee, negligence) or
willful misconduct with respect to such acts or omissions; and

     (d) to the fullest extent permitted by applicable law, to advance expenses
(including legal fees and expenses) incurred by an Indemnified Person in
defending any claim, demand, action, suit or proceeding, from time to time,
prior to the final disposition of such claim, demand action, suit or proceeding
upon receipt by the Depositor of (i) a written affirmation by or on behalf of
the Indemnified Person of its or his good faith belief that it or he has met the
standard of conduct set forth in this Section 8.06 and (ii) an undertaking by or
on behalf of the Indemnified Person to repay such amount if it shall be
determined by a court of competent jurisdiction that the Indemnified Person is
not entitled to be indemnified as authorized in the preceding subsection.

     The provisions of this Section 8.06 shall survive the termination of this
Declaration of Trust or the earlier resignation or removal of any Trustee.

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<PAGE>

     No Trustee may claim any lien or charge on any Trust Property as a result
of any amount due pursuant to this Section 8.06.

     SECTION 8.07. Corporate Property Trustee Required; Eligibility of Trustees.

     (a) There shall at all times be a Property Trustee hereunder with respect
to the Trust Securities. The Property Trustee shall be a Person that is a
national or state chartered bank or trust company and eligible pursuant to the
Trust Indenture Act to act as such and has a combined capital and surplus of at
least $50 million. If any such Person publishes reports of condition at least
annually, pursuant to law or to the requirements of its supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
the Property Trustee with respect to the Trust Securities shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article. If the Trust is excluded from the definition of an "investment company"
under the 1940 Act solely by means of Rule 3a-7 thereunder and to the extent
Rule 3a-7 requires a trustee having certain qualifications to hold title to the
"eligible assets" of the Trust, the Property Trustee shall possess those
qualifications.

     (b) There shall at all times be one or more Administrative Trustees
hereunder. Each Administrative Trustee shall be either a natural person who is
at least 21 years of age or a legal entity that shall act through one or more
persons authorized to bind that entity.

     (c) There shall at all times be a Delaware Trustee. The Delaware Trustee
shall either be (i) a natural person who is at least 21 years of age and a
resident of the State of Delaware or (ii) a legal entity with its principal
place of business in the State of Delaware and that otherwise meets the
requirements of applicable Delaware law that shall act through one or more
persons authorized to bind such entity.

     SECTION 8.08. Conflicting Interests. If the Property Trustee has or shall
acquire a conflicting interest within the meaning of the Trust Indenture Act,
the Property Trustee shall either eliminate such interest or resign, to the
extent and in the manner provided by, and subject to the provisions of, the
Trust Indenture Act and this Declaration of Trust. Subject to the foregoing, the
Depositor and any Trustee 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 none of the Trust, the Holders, the
Depositor or any such Trustee shall have any rights by virtue of this
Declaration of Trust 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. Neither the Depositor, nor any 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 the Depositor or any 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 Trustee may
engage or be interested in any financial or other transaction with the Depositor
or any Affiliate of the Depositor, or may act as depository for, trustee or
agent for, or act on any committee or body of holders of, securities or other
obligations of the Depositor or its Affiliates.

     SECTION 8.09. Co-Trustees and Separate Trustee. Unless an Event of Default
shall have occurred and be continuing, at any time or times, for the purpose of
meeting the legal

                                       40

<PAGE>

requirements of the Trust Indenture Act or of any jurisdiction in which any part
of the Trust Property may at the time be located, the Depositor and the
Administrative Trustees, by agreed action of the majority of such Trustees,
shall have power to appoint, and upon the written request of the Administrative
Trustees, the Depositor shall for such purpose join with the Administrative
Trustees in the execution, delivery, and performance of all instruments and
agreements necessary or proper to appoint, one or more Persons approved by the
Property Trustee either to act as co-trustee, jointly with the Property Trustee,
of all or any part of such Trust Property, or to the extent required by law to
act as separate trustee of any such property, in either case with such powers as
may be provided in the instrument of appointment, and to vest in such Person or
Persons in the capacity aforesaid, any property, title, right or power deemed
necessary or desirable, subject to the other provisions of this Section. If the
Depositor does not join in such appointment within 15 days after the receipt by
it of a request so to do, or in case a Debenture Event of Default has occurred
and is continuing, the Property Trustee alone shall have power to make such
appointment. Any co-trustee or separate trustee appointed pursuant to this
Section shall either be (i) a natural person who is at least 21 years of age and
a resident of the United States or (ii) a legal entity with its principal place
of business in the United States that shall act through one or more persons
authorized to bind such entity.

     Should any written instrument from the Depositor be required by any
co-trustee or separate trustee so appointed for more fully confirming to such
co-trustee or separate trustee such property, title, right or power, any and all
such instruments shall, on request, be executed, acknowledged and delivered by
the Depositor.

     Every co-trustee or separate trustee shall, to the extent permitted by law,
but to such extent only, be appointed subject to the following terms, namely:

     (a) The Trust Securities shall be executed and delivered and all rights,
powers, duties, and obligations hereunder in respect of the custody of
securities, cash and other personal property held by, or required to be
deposited or pledged with, the Trustees specified hereunder, shall be exercised,
solely by such Trustees and not by such co-trustee or separate trustee.

     (b) The rights, powers, duties, and obligations hereby conferred or imposed
upon the Property Trustee in respect of any property covered by such appointment
shall be conferred or imposed upon and exercised or performed by the Property
Trustee or by the Property Trustee and such co-trustee or separate trustee
jointly, as shall be provided in the instrument appointing such co-trustee or
separate trustee, except to the extent that under any law of any jurisdiction in
which any particular act is to be performed, the Property Trustee shall be
incompetent or unqualified to perform such act, in which event such rights,
powers, duties and obligations shall be exercised and performed by such
co-trustee or separate trustee.

     (c) The Property Trustee at any time, by an instrument in writing executed
by it, with the written concurrence of the Depositor, may accept the resignation
of or remove any co-trustee or separate trustee appointed under this Section,
and, in case a Debenture Event of Default has occurred and is continuing, the
Property Trustee shall have power to accept the resignation of, or remove, any
such co-trustee or separate trustee without the concurrence of the Depositor.
Upon the written request of the Property Trustee, the Depositor shall join with
the Property Trustee in the execution, delivery and performance of all
instruments and agreements necessary or proper to effectuate such resignation or
removal. A successor to any co-trustee or separate trustee so resigned or
removed may be appointed in the manner provided in this Section.

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<PAGE>

     (d) No co-trustee or separate trustee hereunder shall be personally liable
by reason of any act or omission of the Property Trustee or any other trustee
hereunder.

     (e) The Property Trustee shall not be required to supervise any co-trustee
or separate trustee nor shall it be liable by reason of any act of a co-trustee
or separate trustee or any employees or agents of a co-trustee or separate
trustee.

     (f) Any Act of Holders delivered to the Property Trustee shall be deemed to
have been delivered to each such co-trustee and separate trustee.

     SECTION 8.10. Resignation and Removal; Appointment of Successor. 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 Section 8.11.

     Subject to the immediately preceding paragraph, a Relevant Trustee may
resign at any time by giving written notice thereof to the Depositor and the
other Trustees. If the instrument of acceptance by the successor Trustee
required by Section 8.11 shall not have been delivered to the Relevant Trustee
within 60 days after the giving of such notice of resignation, the Relevant
Trustee may petition, at the expense of the Trust, any court of competent
jurisdiction for the appointment of a successor Relevant Trustee.

     Unless a Debenture Event of Default shall have occurred and be continuing,
any Trustee may be removed at any time by Act of the Holder of the Common
Securities. If a Debenture Event of Default shall have occurred and be
continuing, the Property Trustee or the Delaware Trustee, or both of them, may
be removed at such time by Act of the Holders of a majority in Liquidation
Amount of the Outstanding Preferred Securities, delivered to the Relevant
Trustee (in its individual capacity and on behalf of the Trust). In no event
will the Holders of Preferred Securities have the right to remove or replace the
Administrative Trustees. An Administrative Trustee may be removed by Act of the
Common Securityholder at any time.

     If any Trustee shall resign, be removed or become incapable of acting as
Trustee, or if a vacancy shall occur in the office of any Trustee for any cause,
at a time when no Debenture Event of Default shall have occurred and be
continuing, the Common Securityholder, by Act of the Common Securityholder
delivered to the retiring Trustee, shall promptly appoint a successor Trustee or
Trustees and the retiring Trustee shall comply with the applicable requirements
of Section 8.11. If the Property Trustee or the Delaware Trustee shall resign,
be removed or become incapable of continuing to act as the Property Trustee or
the Delaware Trustee, as the case may be, at a time when a Debenture Event of
Default shall have occurred and be continuing, the Preferred Securityholders, by
Act of the Holders of a majority in Liquidation Amount of the Preferred
Securities then Outstanding delivered to the retiring Relevant Trustee, shall
promptly appoint a successor Relevant Trustee or Trustees, and such successor
Trustee shall comply with the applicable requirements of Section 8.11. If an
Administrative Trustee shall resign, be removed or become incapable of acting as
Administrative Trustee, at a time when a Debenture Event of Default shall have
occurred and be continuing, the Common Securityholder, by Act of the Common
Securityholder delivered to the Administrative Trustee, shall promptly appoint a
successor Administrative Trustee or Administrative Trustees and such successor
Administrative Trustee or Trustees shall comply with the applicable requirements
of Section 8.11. If no successor Relevant Trustee shall have been so appointed
by the Common Securityholder or the Preferred Securityholders and accepted
appointment in the manner required by Section 8.11, any

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<PAGE>

     Securityholder who has been a Securityholder of Trust Securities for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Relevant Trustee.

     If the instrument of acceptance by the successor Trustee required by
Section 8.11 shall not have been delivered to the Relevant Trustee within 60
days after such removal, the Relevant Trustee may petition, at the expense of
the Trust, any court of competent jurisdiction for the appointment of a
successor Relevant Trustee.

     The Property Trustee shall give notice of each resignation and each removal
of a Trustee and each appointment of a successor Trustee to all Securityholders
in the manner provided in Section 10.08 and shall give notice to the Depositor.
Each notice shall include the name of the successor Relevant Trustee and the
address of its Corporate Trust Office if it is the Property Trustee.

     Notwithstanding the foregoing or any other provision of this Declaration of
Trust, in the event any Administrative Trustee or a Delaware Trustee who is a
natural person dies or becomes, in the opinion of the Depositor, incompetent or
incapacitated, the vacancy created by such death, incompetence or incapacity may
be filled by (a) the unanimous act of remaining Administrative Trustees if there
are at least two of them or (b) otherwise by the Depositor (with the successor
in each case being a Person who satisfies the eligibility requirement for
Administrative Trustees or Delaware Trustee, as the case may be, set forth in
Section 8.07).

     SECTION 8.11. Acceptance of Appointment by Successor. In the case of the
appointment hereunder of a successor Trustee, such successor Trustee so
appointed shall execute, acknowledge and deliver to the Trust and to the
retiring Trustee any instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with the rights, powers, trusts and duties of the retiring Trustee, but,
on the request of the Depositor or the successor Trustee, such retiring Trustee
shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee and if the Property Trustee is the resigning Trustee the
Property Trustee shall duly assign, transfer and deliver to the successor
Property Trustee all Trust Property and money held by such retiring Property
Trustee hereunder.

     In case of the appointment hereunder of a successor Relevant Trustee, the
retiring Relevant Trustee (if requested by the Depositor) and each successor
Relevant Trustee with respect to the Trust Securities shall 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 Trust Securities and the Trust and (b) shall add to
or change any of the provisions of this Declaration of Trust 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 make such Relevant Trustees co-trustees of the same trust and
that each such Relevant Trustee shall be trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any other
such Relevant Trustee; 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 Trust Securities and the Trust.

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<PAGE>

     Upon request of any such successor Relevant Trustee, an Administrative
Trustee on behalf of the Trust shall execute any and all instruments for more
fully and certainly vesting in and confirming to such successor Relevant Trustee
all such rights, powers and trusts referred to in the first or second preceding
paragraph, as the case may be.

     No successor Relevant Trustee shall accept its appointment unless at the
time of such acceptance such successor Relevant Trustee shall be qualified and
eligible under this Article.

     SECTION 8.12. Merger, Conversion, Consolidation or Succession to Business.
Any Person into which the Property Trustee, the Delaware Trustee or any
Administrative Trustee that is not a natural person may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which such Relevant Trustee shall be a
party, or any Person succeeding to all or substantially all the corporate trust
business of such Relevant Trustee, shall be the successor of such Relevant
Trustee hereunder, provided such Person shall be otherwise qualified and
eligible under this Article, without the execution or filing of any paper or any
further act on the part of any of the parties hereto.

     SECTION 8.13. Preferential Collection of Claims Against Depositor or Trust.
If and when the Property Trustee becomes a creditor of the Depositor or the
Trust, the Property Trustee will be subject to the provisions of the Trust
Indenture Act regarding collection of claims against the Depositor or Trust. In
case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other similar judicial
proceeding relative to the Trust or any other obligor upon the Trust Securities
or the property of the Trust or of such other obligor or their creditors, the
Property Trustee (irrespective of whether any Distributions on the Trust
Securities shall then be due and payable as therein expressed or by declaration
or otherwise and irrespective of whether the Property Trustee shall have made
any demand on the Trust for the payment of any past due Distributions) shall be
entitled and empowered, to the fullest extent permitted by law, by intervention
in such proceeding or otherwise:

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

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Property Trustee and, in the event the
Property Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Property Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Property Trustee, its
agents and counsel, and any other amounts due the Property Trustee.

     Nothing herein contained shall be deemed to authorize the Property Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement, adjustment or compensation affecting the Trust
Securities or the rights of any Holder thereof or

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<PAGE>

to authorize the Property Trustee to vote in respect of the claim of any Holder
in any such proceeding.

     SECTION 8.14. Reports by Property Trustee.

     (a) The Property Trustee will transmit to Holders such reports concerning
the Property Trustee and its actions under this Declaration of Trust as may be
required pursuant to the Trust Indenture Act at the times and in the manner
provided pursuant thereto. If required by Section 313 (a) of the Trust Indenture
Act, the Property Trustee shall, within sixty days after each May 15 following
the date of this Declaration of Trust deliver to Holders a brief report, dated
as of such May 15, which complies with the provisions of such Section 313 (a).

     (b) A copy of each such report will, at the time of such transmission to
Holders, be filed by the Property Trustee with each stock exchange upon which
any Trust Securities are listed, with the Commission, and with the Depositor.
The Depositor will promptly notify the Property Trustee when any Trust
Securities are listed on any stock exchange or of any delisting thereof.

     SECTION 8.15. Reports to the Property Trustee. The Depositor and the
Administrative Trustees on behalf of the Trust shall provide to the Property
Trustee such information, documents, and other reports, and such summaries
thereof, as may be required pursuant to the Trust Indenture Act at the times and
in the manner provided pursuant to such Act; provided that any such information,
documents, or reports required to be filed with the Commission pursuant to
Section 13 or 15(d) of the Securities and Exchange Act will be filed with the
Property Trustee within 15 calendar days after the same is so required to be
filed with the Commission.

     Delivery of such reports, information and documents to the Property Trustee
is for informational purposes only and the Property Trustee's receipt of such
shall not constitute constructive notice of any information contained therein or
determinable from information contained therein (as to which the Trustee is
entitled to conclusively rely exclusively on Officer's Certificates).

     SECTION 8.16. Evidence of Compliance with Conditions Precedent. Each of the
Depositor and the Administrative Trustees on behalf of the Trust shall provide
to the Property Trustee such evidence of compliance with any conditions
precedent, if any, provided for in this Declaration of Trust that relate to any
of the matters set forth in Section 314(c) of the Trust Indenture Act. Any
certificate or opinion required to be given by an officer pursuant to Section
314(c)(1) of the Trust Indenture Act shall be given in the form of an Officers'
Certificate.

     SECTION 8.17. Number of Trustees.

     (a) The number of Trustees shall be five; provided that the Holder of all
of the Common Securities by written instrument may increase or decrease the
number of Administrative Trustees. The Property Trustee and the Delaware Trustee
may be the same Person, if the Property Trustee meets the applicable
requirements.

     (b) If a Trustee ceases to hold office for any reason and the number of
Administrative Trustees is not reduced pursuant to Section 8.17(a), or if the
number of Trustees is increased pursuant to Section 8.17(a), a vacancy shall
occur. The vacancy shall be filled with a Trustee appointed in accordance with
Section 8.10.

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<PAGE>

     (c) The death, resignation, retirement, removal, bankruptcy, incompetence
or incapacity to perform the duties of a Trustee shall not operate to dissolve,
terminate or annul the Trust. Whenever a vacancy in the number of Administrative
Trustee shall occur, until such vacancy is filled by the appointment of an
Administrative Trustee in accordance with Section 8.10, the Administrative
Trustees in office, regardless of their number (and notwithstanding any other
Provision of this Agreement), shall have all the powers granted to the
Administrative Trustees and shall discharge all the duties imposed upon the
Administrative Trustees by this Declaration of Trust.

     SECTION 8.18. Delegation of Power.

     (a) Any Administrative Trustee may, by power of attorney consistent with
applicable law, delegate to any other natural person over the age of 21 his or
her power for the purpose of executing any documents contemplated in Section
2.07(a), including any registration statement or amendment thereto filed with
the Commission, or making any other governmental filing; and

     (b) The Administrative Trustees shall have power to delegate from time to
time to such of their number or to the Depositor the doing of such things and
the execution of such instruments either in the name of the Trust or the names
of the Administrative Trustees or otherwise as the Administrative Trustees may
deem expedient, to the extent such delegation is not prohibited by applicable
law or contrary to the provisions of this Declaration of Trust, as set forth
herein.

     SECTION 8.19. Voting. Except as otherwise provided in this Declaration of
Trust, the consent or approval of the Administrative Trustees shall require
consent or approval by not less than a majority of the Administrative Trustees,
unless there are only two, in which case both must consent.

                                   ARTICLE IX

                       Dissolution, Liquidation and Merger

     SECTION 9.01. Dissolution Upon Expiration Date. Unless earlier dissolved,
the Trust shall automatically dissolve on _________, 2032 (the "Expiration
Date").

     SECTION 9.02. Early Dissolution. The first to occur of any of the following
events is an "Early Termination Event," upon the occurrence of which the Trust
shall be dissolved:

     (a) the occurrence of a Bankruptcy Event in respect of, or the dissolution
or liquidation of, the Depositor, the Guarantor or the Holder of the Common
Securities;

     (b) the written direction to the Property Trustee from the Depositor, as
borrower with respect to the Debentures, at any time (which direction is
optional and wholly within the discretion of the Depositor (including upon the
occurrence and continuation of a Special Event in respect of the Trust)) to
dissolve the Trust and, after satisfaction of liabilities to creditors of the
Trust as provided by applicable law, distribute a Like Amount of the Debentures
to Securityholders in exchange for Trust Securities;

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<PAGE>

     (c) the redemption of all of the Trust Securities in connection with the
redemption of all the Debentures (including upon the occurrence and continuation
of a Special Event pursuant to Section 3.06(b) of the Indenture); and

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

     SECTION 9.03. Termination. The respective obligations and responsibilities
of the Trustees and the Trust shall terminate upon the latest to occur of the
following: (a) the payment of any expenses owed by the Trust, (b) the
distribution by the Property Trustee to Securityholders upon the liquidation of
the Trust pursuant to Section 9.04, or upon the redemption of all of the Trust
Securities pursuant to Section 4.02, of all amounts required to be distributed
hereunder upon the final payment of the Trust Securities, and (c) the discharge
of all administrative duties of the Administrative Trustees, including the
performance of any tax reporting obligations with respect to the Trust or the
Securityholders. After completion of the winding up of the Trust in accordance
with the Delaware Statutory Trust Act and this Declaration of Trust, the Trust
shall terminate upon the filing with the Secretary of State of the State of
Delaware and effectiveness of a Certificate of Cancellation of Certificate of
Trust of the Trust.

     SECTION 9.04. Liquidation.

     (a) If an Early Termination Event specified in clause (a), (b) or (d) of
Section 9.02 occurs or upon the Expiration Date, the Trust shall be liquidated
by the Trustees as expeditiously as the Trustees determine to be possible by
distributing, after satisfaction of liabilities to creditors of the Trust as
provided by applicable law, to each Securityholder a Like Amount of Debentures,
subject to Section 9.04(d). Notice of liquidation shall be given by the
Depositor or the Property Trustee by first-class mail, postage prepaid, mailed
not later than 30 nor more than 90 days prior to the Liquidation Date to each
Holder at such Holder's address appearing in the Securities Register. All
notices of liquidation shall:

     (i)   state the Liquidation Date (which in the case of any liquidation
following the occurrence of a Special Event shall not be more than 90 days
following such occurrence);

     (ii)  state that from and after the Liquidation Date, the Trust Securities
will no longer be deemed to be Outstanding and any Trust Securities Certificates
not surrendered for exchange will be deemed to represent a Like Amount of
Debentures; and

     (iii) provide such information with respect to the mechanics by which
Holders may exchange Trust Securities Certificates for Debentures, or if Section
9.04(d) applies receive a Liquidation Distribution, as the Administrative
Trustees or the Property Trustee shall deem appropriate.

     (b) Except where Section 9.02(c) or 9.04(d) applies, in order to effect the
liquidation of the Trust and distribution of the Debentures to Securityholders,
the Property Trustee shall establish a record date for such distribution (which
shall be not more than 45 days prior to the Liquidation Date) and, either itself
acting as exchange agent or through the appointment of a separate exchange
agent, shall establish such procedures as it shall deem appropriate to effect
the distribution of Debentures in exchange for the Outstanding Trust Securities
Certificates.

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<PAGE>

     (c) Except where Section 9.02(c) or 9.04(d) applies, after the Liquidation
Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii)
certificates representing a Like Amount of Debentures will be issued to Holders,
upon surrender of Trust Securities Certificates to the Administrative Trustees
or their agent for exchange, (iii) any Trust Securities Certificates not so
surrendered for exchange will be deemed to represent a Like Amount of Debentures
accruing interest at the rate provided for in the Debentures from the last
Distribution Date on which a Distribution was made on such Trust Securities
Certificates until such certificates are so surrendered (or until such
certificates are so surrendered, no payments of interest or principal will be
made to the Holders of Trust Securities Certificates with respect to such
Debentures), (iv) all rights of Securityholders holding Trust Securities will
cease, except the right of such Securityholders to receive Debentures upon
surrender of Trust Securities Certificates and (v) the Depositor shall use its
reasonable efforts to have the Debentures listed on the New York Stock Exchange
or on such other securities exchanges or other organizations as the Preferred
Securities are then listed.

     (d) In the event that, notwithstanding the other provisions of this Section
9.04, whether because of an order for dissolution entered by a court of
competent jurisdiction or otherwise, distribution of the Debentures in the
manner provided herein is determined by the Property Trustee not to be
practical, the Trust Property shall be liquidated, and the Trust shall be
dissolved, wound-up or terminated by the Property Trustee in such manner as the
Property Trustee determines. In such event, on the date of the dissolution,
winding-up or other termination, Securityholders will be entitled to receive out
of the assets of the Trust available for distribution to Securityholders, after
satisfaction of liabilities to creditors of the Trust as provided by applicable
law, an amount equal to the aggregate of Liquidation Amount plus accumulated and
unpaid Distributions thereon to the date of payment (such amount being the
"Liquidation Distribution"). If 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, subject to the next succeeding
sentence, the amounts payable by the Trust on the Trust Securities shall be paid
on a pro rata basis (based upon Liquidation Amounts). The Holders of the Common
Securities will be entitled to receive Liquidation Distributions pro rata
(determined as aforesaid) with Holders of Preferred Securities, except that, if
a Debenture Event of Default has occurred and is continuing, the Preferred
Securities shall have a priority over the Common Securities, and no payments
shall be made with respect to the Common Securities until Holders of Preferred
Securities have been paid in full. Any such determination and liquidation by the
Property Trustee shall be conclusive upon the Securityholders and the Property
Trustee shall have no liability in connection therewith.

     SECTION 9.05. Mergers, Consolidations, Amalgamations or Replacements of the
Trust. The Trust may not merge with or into, consolidate, amalgamate, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any corporation or other Person, except pursuant
to this Article IX. At the request of the Depositor, with the consent of the
Administrative Trustees and without the consent of the Holders of the Preferred
Securities, the Property Trustee or the Delaware Trustee, the Trust may merge
with or into, consolidate, amalgamate, or be replaced by or convey, transfer or
lease its properties and assets substantially as an entirety to a trust
organized as such under the laws of any State; provided, however, that (i) such
successor entity either (a) expressly assumes all of the obligations of the
Trust with respect to the Trust Securities or (b) substitutes for the Trust
Securities other securities having substantially the same terms as the Preferred
Securities (the "Successor Securities") so long as the Successor Securities rank
the same as the Preferred Securities rank in priority with respect to

                                       48

<PAGE>

distributions and payments upon liquidation, redemption and otherwise, (ii) the
Depositor expressly appoints a trustee of such successor entity possessing the
same powers and duties as the Property Trustee as the holder of the Debentures,
(iii) the Successor Securities are listed or traded or will be listed or traded
on any national securities exchange or other organization on which the Preferred
Securities are then listed, if any, (iv) such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease does not adversely
affect the rights, preferences and privileges of the Holders of the Trust
Securities (including any Successor Securities) in any material respect, (v)
such merger, conversion, consolidation, amalgamation, replacement, conveyance,
transfer or lease does not cause the Trust Securities, (including any Successor
Securities) to be downgraded by any nationally recognized statistical rating
organization, (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 Depositor has received an
Opinion of Counsel 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 Trust
Securities (including any Successor Securities) in any material respect, (b)
following such merger, consolidation, amalgamation, replacement, conveyance,
transfer or lease, neither the Trust nor such successor entity will be required
to register as an investment company under the 1940 Act, (c) such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease will not
cause the Trust to fail to be classified as a grantor trust for United States
federal income tax purposes, and (d) following such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease, the Trust or such
successor entity will be classified as a grantor trust and not as an association
taxable as a corporation for United States federal income tax purposes, and
(viii) the Depositor or any permitted successor or assignee owns all of the
common securities of such successor entity and the Guarantor or any permitted
successor guarantees the obligations of such successor entity under the
Successor Securities at least to the extent provided by the Preferred Securities
Guarantee. Notwithstanding the foregoing, the Trust shall not, except with the
consent of holders of 100% in Liquidation Amount of the Trust Securities,
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
other entity or permit any other entity to consolidate, amalgamate, merge with
or into, or replace it if such consolidation, amalgamation, merger, replacement,
conveyance, transfer or lease would cause the Trust or the successor entity to
be classified as other than a grantor trust for United States federal income tax
purposes.

                                   ARTICLE X

                            Miscellaneous Provisions

     SECTION 10.01. Limitation of Rights of Securityholders. The death,
bankruptcy, dissolution, termination or incapacity of any Person having an
interest, beneficial or otherwise, in Trust Securities shall not operate to
terminate this Declaration of Trust, nor dissolve, terminate or annul the Trust,
nor entitle the legal representatives, successors or heirs of such Person or any
Securityholder for such Person, to claim an accounting, take any action or bring
any proceeding in any court for a partition or winding-up of the arrangements
contemplated hereby, nor otherwise affect the rights, obligations and
liabilities of the parties hereto or any of them.

     SECTION 10.02. Liability of the Common Securityholder. The Holder of the
Common Securities shall be liable for all the debts and obligations of the Trust
(other than with respect to payments of principal, interest or premium, if any,
on the Trust Securities) to the extent not satisfied out of the Trust's assets.

                                       49

<PAGE>

     SECTION 10.03.  Amendment.

     (a) This Declaration of Trust may be amended from time to time by the
Administrative Trustees and the Depositor, without the consent of any
Securityholders (i) to provide for a successor trustee, (ii) to cure any
ambiguity, correct or supplement any provision herein which may be inconsistent
with any other provision herein, or to make any other provisions with respect to
matters or questions arising under this Declaration of Trust, which shall not be
inconsistent with the other provisions of this Declaration of Trust; (iii) to
modify, eliminate or add to any provisions of this Declaration of Trust to such
extent as shall be necessary to ensure that the Trust will be classified for
United States federal income tax purposes as a grantor trust at all times that
any Trust Securities are Outstanding or to ensure that the Trust will not be
required to register as an investment company under the 1940 Act; or (iv) to
reduce or increase the Liquidation Amount per Trust Security and to
simultaneously increase or decrease the number of Trust Securities issued and
Outstanding solely for the purpose of maintaining the eligibility of the
Preferred Securities for quotation or listing on any national securities
exchange or other organization on which the Preferred Securities are then quoted
or listed, including, if applicable, the New York Stock Exchange; provided the
aggregate Liquidation Amount of the Trust Securities Outstanding upon completion
of any such reduction must be the same as the aggregate Liquidation Amount of
the Trust Securities Outstanding immediately prior to such reduction or
increase; provided, however, that such actions shall not adversely affect in any
material respect the interests of any Securityholder, and any such amendments of
this Declaration of Trust shall become effective when notice thereof is given to
the Securityholders.

     (b) Except as provided in Section 10.03(c) hereof, any provision of this
Declaration of Trust may be amended by the Administrative Trustees and the
Depositor (i) with the consent of Securityholders representing not less than a
majority (based upon Liquidation Amounts) of the Trust Securities then
Outstanding and (ii) upon receipt by the Trustees of an Opinion of Counsel to
the effect that such amendment or the exercise of any power granted to the
Trustees in accordance with such amendment will not affect the Trust's status as
a grantor trust for United States federal income tax purposes or the Trust's
exemption from status as an investment company under the 1940 Act.

     (c) In addition to and notwithstanding any other provision in this
Declaration of Trust, without the consent of each affected Securityholder, this
Declaration of Trust may not be amended to (i) change the amount or timing of
any Distribution on the Trust Securities or otherwise adversely affect the
amount of any Distribution required to be made in respect of the Trust
Securities as of a specified date or (ii) restrict the right of a Securityholder
to institute suit for the enforcement of any such payment on or after such date.
Notwithstanding any other provision herein, without the unanimous consent of the
Securityholders, this paragraph (c) of this Section 10.03 may not be amended.

     (d) Notwithstanding any other provisions of this Declaration of Trust, no
Trustee shall enter into or consent to any amendment to this Declaration of
Trust which would cause the Trust to fail or cease to qualify for the exemption
from status as an investment company under the 1940 Act or fail or cease to be
classified as a grantor trust for United States federal income tax purposes.

     (e) Notwithstanding anything in this Declaration of Trust to the contrary,
without the consent of the Depositor this Declaration of Trust may not be
amended in a manner which imposes any additional obligation on the Depositor.

                                       50

<PAGE>

     (f) In the event that any amendment to this Declaration of Trust is made,
the Administrative Trustees shall promptly provide to the Depositor a copy
of such amendment.

     (g) No amendment of this Declaration of Trust shall be adopted that affects
the Property Trustee's or the Delaware Trustee's own rights, duties or
immunities under this Declaration of Trust or would otherwise expose the
Property Trustee or Delaware Trustee to any liability or be contrary to
applicable law, in any case without the prior written consent of the Property
Trustee or the Delaware Trustee, as the case may be. The Property Trustee shall
receive an Opinion of Counsel and an Officers' Certificate stating that any
amendment to this Declaration of Trust is in compliance with this Declaration of
Trust.

     SECTION 10.04. Separability. In case any provision in this Declaration of
Trust or in the Trust Securities Certificates shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

     SECTION 10.05. Governing Law. This Declaration of Trust and the rights and
obligations of each of the Securityholders, the Trust and the Trustees with
respect to this Declaration of Trust and the Trust Securities shall be construed
in accordance with and governed by the laws of the State of Delaware without
regard to its conflict of laws principles.

     SECTION 10.06. Payments Due on Non-Business Day. If the date fixed for any
payment on any Trust Security shall be a day that is not a Business Day, then
such payment need not be made on such date but may be made on the next
succeeding day that is a Business Day (except as otherwise provided in Sections
4.01(a) and 4.02(d)), with the same force and effect as though made on the date
fixed for such payment, and no interest shall accrue thereon for the period
after such date.

     SECTION 10.07. Successors. This Declaration of Trust shall be binding upon
and shall inure to the benefit of any successor to the Depositor, the Trust or
the Relevant Trustees, including any successor by operation of law. Except in
connection with a transfer of the Common Securities to a Related Party or in
connection with a consolidation or merger of the Depositor into another Person,
or any conveyance, transfer or lease by the Depositor of its properties and
assets substantially as an entirety to any Person, pursuant to Section 11.01 of
the Indenture, and pursuant to which the assignee agrees in writing to perform
the Depositor's obligations hereunder, the Depositor shall not assign its
obligations hereunder.

     SECTION 10.08. Headings.  The Article and Section headings are for
convenience only and shall not affect the construction of this Declaration of
Trust.

     SECTION 10.09. Reports, Notices and Demands.  Any report, notice, demand or
other communication which by any provision of this Declaration of Trust is
required or permitted to be given or served to or upon any Securityholder or the
Depositor may be given or served in writing by deposit thereof, first class
postage prepaid, in the United States mail, hand delivery or facsimile
transmission, in each case, addressed, (a) in the case of a Preferred
Securityholder, to such Preferred Securityholder as such Securityholder's name
and address may appear on the Securities Register, and (b) in the case of the
Common Securityholder or the Depositor, to Kingsway America Inc., 1515 Woodfield
Road, Suite 820, Schaumburg, Illinois 60173, Attention:  Chief Financial
Officer, facsimile no.:  (847) 619-5275.  Any notice to Preferred
Securityholders may also be given to such owners as have, within two years
preceding the giving

                                       51

<PAGE>

of such notice, filed their names and addresses with the Property Trustee for
that purpose. Such notice, demand or other communication to or upon a
Securityholder shall be deemed to have been sufficiently given or made, for all
purposes, upon hand delivery, mailing or transmission.

     Any notice, demand or other communication which by any provision of this
Declaration of Trust is required or permitted to be given or served to or upon
the Trust, the Property Trustee, the Delaware Trustee or the Administrative
Trustees shall be given in writing addressed (until another address is published
by the Trust) as follows: (a) with respect to the Property Trustee to BNY
Midwest Trust Company, 2 N. LaSalle Street, Suite 1020, Chicago, Illinois 60602,
Attention: Corporate Trust Department; (b) with respect to the Delaware Trustee
to The Bank of New York (Delaware), White Clay Center, Route 273, Newark,
Delaware 19711, Attention: Corporate Trust Department; and (c) with respect to
the Administrative Trustees, to them at the address above for notices to the
Depositor, marked "Attention: Chief Financial Officer". Such notice, demand or
other communication to or upon the Trust or the Property Trustee shall be deemed
to have been sufficiently given or made only upon actual receipt of the writing
by the Trust or the Property Trustee.

     SECTION 10.10. Agreement Not to Petition. Each of the Trustees and the
Depositor agree for the benefit of the Securityholders that, until at least one
year and one day after the Trust has been terminated in accordance with Article
IX, they shall not file, or join in the filing of, a petition against the Trust
under any bankruptcy, insolvency, reorganization or other similar law
(including, without limitation, the United States Bankruptcy Code)
(collectively, "Bankruptcy Laws") or otherwise join in the commencement of any
proceeding against the Trust under any Bankruptcy Laws. In the event the
Depositor takes action in violation of this Section 10.10, the Property Trustee
agrees, for the benefit of Securityholders, that at the expense of the
Depositor, it shall file an answer with the bankruptcy court or otherwise
properly contest the filing of such petition by the Depositor against the Trust
or the commencement of such action and raise the defense that the Depositor has
agreed in writing not to take such action and should be estopped and precluded
therefrom and such other defenses, if any, as counsel for the Trustee or the
Trust may assert. The provisions of this Section 10.10 shall survive the
termination of this Declaration of Trust.

     SECTION 10.11. Trust Indenture Act; Conflict with Trust Indenture Act.

     (a) This Declaration of Trust is subject to the provisions of the Trust
Indenture Act and shall be qualified under such Act.

     (b) The Property Trustee shall be the only Trustee which is a trustee for
the purposes of those provisions of the Trust Indenture Act which are
specifically made applicable.

     (c) If any provision hereof limits, qualifies or conflicts with any
required provisions of the Trust Indenture Act, such required provision shall
control. If any provision of this Declaration of Trust modifies or excludes any
provision of the Trust Indenture Act which may be so modified or excluded, the
latter provision shall be deemed to apply to this Declaration of Trust as so
modified or excluded, as the case may be.

     (d) The application of the Trust Indenture Act to this Declaration of Trust
shall not affect the nature of the Securities as equity securities representing
undivided beneficial interests in the assets of the Trust.

                                       52

<PAGE>

     SECTION 10.12. Acceptance of Terms of Declaration of Trust, Preferred
Securities Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST
SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY
BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT,
SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL
OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND
PROVISIONS OF THIS DECLARATION OF TRUST AND AGREEMENT TO THE SUBORDINATION
PROVISIONS AND OTHER TERMS OF THE PREFERRED SECURITIES GUARANTEE AND THE
INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER
AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS DECLARATION OF TRUST SHALL
BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER
AND SUCH OTHERS.

     SECTION 10.13. Exchange Act Obligations. For so long as the Trust
Securities shall remain Outstanding, the Guarantor shall fulfill all reporting
obligations under the Exchange Act as applicable to companies having a class of
securities registered under Section 12(b) or 12(g) thereunder.

     SECTION 10.14. Counterparts. This Declaration of Trust may be executed in
any number of counterparts, each of which when so executed and delivered shall
be an original, and all of which counterparts shall constitute one and the same
agreement.

                                       53

<PAGE>

         IN WITNESS WHEREOF, the undersigned have executed this Amended and
Restated Declaration of Trust as of the date first above written.

                                      KINGSWAY U.S. FUNDING INC.,
                                      as Depositor

                                      By: _____________________________


                                      BNY MIDWEST TRUST COMPANY,
                                      as Property Trustee

                                      By: _____________________________



                                      THE BANK OF NEW YORK (DELAWARE),
                                      as Delaware Trustee

                                      By: _____________________________



                                      James R. Zuhlke

                                      _____________________________, as
                                      Administrative Trustee


                                      Brian K. Williamson

                                      _____________________________, as
                                      Administrative Trustee


                                      Kelly A. Marketti,

                                      _____________________________, as
                                      Administrative Trustee

                                       54

<PAGE>

                                                                       EXHIBIT A

                             CERTIFICATE OF TRUST OF
                       KINGSWAY FINANCIAL CAPITAL TRUST I

The undersigned, the trustees of Kingsway Financial Capital Trust I on the date
hereof, desiring to form a statutory trust pursuant to Delaware Statutory Trust
Act, 12 Del. C. Section 3801, et seq. (the "Trust Act"), hereby certify as
follows:

     1.  Name: The name of the statutory trust formed hereby is Kingsway
Financial Capital Trust I.

     2.  Delaware Trustee: The name and business address of the trustee of the
Trust that has its principal place of business in the State of Delaware are as
follows:  The Bank of New York (Delaware) White Clay Center, Route 273, Newark,
Delaware 19711.

     3.  Effective Date.  This Certificate of Trust shall be effective upon
filing with the Secretary of State.

     In witness whereof, the undersigned trustees have executed this Certificate
of Trust in accordance with Section 3811 of the Trust Act.

Dated October 18, 2002            THE BANK OF NEW YORK (DELAWARE), as
                                  Delaware Trustee and not in its individual
                                  capacity


                                  By: _________________________________
                                        Name:
                                        Title:


                                  _____________________________________
                                  James R. Zuhlke, not in his/her
                                  individual capacity but solely as trustee




                                  _____________________________________
                                  Brian K. Williams, not in his/her
                                  individual capacity but solely as trustee




                                  _____________________________________
                                  Kelly A. Marketti, not in his/her
                                  individual capacity but solely as trustee



                                       55

<PAGE>

                                                                       EXHIBIT B

     [IF THE PREFERRED SECURITIES CERTIFICATE IS TO BE A GLOBAL SECURITIES
CERTIFICATE, INSERT--This Preferred Securities Certificate is a Global Preferred
Securities Certificate within the meaning of the Declaration of Trust
hereinafter referred to and is registered in the name of a Depositary or a
nominee of the Depositary. This Preferred Securities Certificate is exchangeable
for Preferred Securities Certificates registered in the name of a person other
than the Depositary or its nominee only in the limited circumstances described
in the Declaration of Trust and no transfer of this Preferred Securities
Certificate (other than a transfer of this Preferred Securities Certificate as a
whole by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary) may be
registered except in the limited circumstances described in the Declaration of
Trust.

     Unless this Preferred Securities Certificate is presented by an authorized
representative of The Depository Trust Company ("DTC") (55 Water Street, New
York) to Kingsway Financial Capital Trust I or its agent for registration of
transfer, exchange or payment, and any Preferred Securities Certificate issued
is registered in the name of Cede & Co. or such other name as requested by an
authorized representative of DTC (and any payment hereon is made to Cede & Co.
or to such other entity as is requested by an authorized representative of DTC),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.]

                                       56

<PAGE>

Certificate Number  ________         Number of Preferred Securities  _________
                                              Total Liquidation Amount $________

                                  CUSIP NO. [ ]
                   Certificate Evidencing Preferred Securities
                                       of
                       Kingsway Financial Capital Trust I
                           ____% Preferred Securities
                 (Liquidation Amount $__ per Preferred Security)

     Kingsway Financial Capital Trust I, a statutory trust formed under the laws
of the State of Delaware (the "Trust"), hereby certifies that __________ (the
"Holder") is the registered owner of _________ ( ) Preferred Securities of the
Trust representing an undivided beneficial interest in the assets of Trust and
has designated the Kingsway Financial Capital Trust I ____% trust preferred
securities (Liquidation Amount $_____ per preferred security) (the "Preferred
Securities"). The Preferred Securities are transferable on the books and records
of the Trust, in person or by a duly authorized attorney, upon surrender of this
certificate duly endorsed and in proper form for transfer as provided in Section
5.05 of the Declaration of Trust (as defined below). The designations, rights,
privileges, restrictions, preferences and other terms and provisions of the
Preferred Securities are set forth in, and this certificate and the Preferred
Securities represented hereby are issued and shall in all respects be subject to
the terms and provisions of, the Amended and Restated Declaration of Trust of
the Trust dated as of ______, 2002, as the same may be amended from time to time
(the "Declaration of Trust") including the designation of the terms of Preferred
Securities as set forth therein. The Holder is entitled to the benefits of the
Preferred Securities Guarantee Agreement entered into by Kingsway Financial
Services Inc., a Canadian corporation, and BNY Midwest Trust Company, as
Guarantee Trustee, dated as of _______, 2002, as the same may be amended from
time to time (the "Preferred Securities Guarantee"), to the extent provided
therein. The Trust will furnish a copy of the Declaration of Trust and the
Preferred Securities Guarantee to the Holder without charge upon written request
to the Trust at its principal place of business or registered office.

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

     IN WITNESS WHEREOF, the Trust has executed this Certificate this ____ day
of _______, 2002.

                                       KINGSWAY FINANCIAL CAPITAL TRUST I
                                       By:_____________________________________
                                           Name:
                                           Title:  Administrative Trustee

                                       AUTHENTICATED AND REGISTERED:


                                       BNY MIDWEST TRUST COMPANY, as Property
                                       Trustee and Securities Registrar

                                       By:_____________________________________
                                                   Authorized Signatory


                                       57

<PAGE>

                             [FROM OF REVERSE SIDE]

                  The Trust will furnish without charge to any registered owner
         of Preferred Securities who so request, a copy of the Declaration of
         Trust and the Preferred Securities Guarantee. Any such request should
         be in writing directed to Kingsway Financial Capital Trust I, c/o
         Kingsway America Inc., 1515 Woodfield Road, Suite 820, Schaumberg, IL
         60173 or the Registrar named on the face of this Certificate.

                  The following abbreviations when used in the inscription on
         the face of this Certificate shall be construed as though they were
         written out in full according to applicable laws or regulations:

         EN COM-- as tenants in common
         UNIF GIFT MIN ACT -- under Uniform Gift to Minors Act and not as
         tenants TEN ENT -- as tenant by the entireties with right of survival
         JT TEN -- as joint tenants

     Additional abbreviations may also be used though not in the above list.

                                   ASSIGNMENT

        FOR VALUE RECEIVED, the undersigned sells, assigns and transfers
                          this Preferred Security to:

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

          _____________________________________________________________
                    (Insert address and zip code of assignee)

         and irrevocably appoints:

          _____________________________________________________________


         agent to transfer this Preferred Securities 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
         Preferred Securities Certificate)

         The signature(s) should be guaranteed by an eligible guarantor
       institution (banks, stockbrokers, savings and loan associations and
        credit unions with membership in an approved signature guarantee
                medallion program), pursuant to SEC Rule l7Ad-15.

                                       58

<PAGE>

                                                                       EXHIBIT C

                      THIS CERTIFICATE IS NOT TRANSFERABLE
                 EXCEPT AS PROVIDED IN THE DECLARATION OF TRUST

Certificate Number                                 Number of Common Securities

                    Certificate Evidencing Common Securities
                                       of
                       Kingsway Financial Capital Trust I

                             ____% Common Securities
                  (Liquidation Amount $___ per Common Security)

         Kingsway Financial Capital Trust I, a statutory trust formed under the
laws of the State of Delaware (the "Trust"), hereby certifies that Kingsway U.S.
Funding Inc. (the "Holder") is the registered owner of ______ ( ) common
securities of the Trust representing beneficial interests in the Trust and
designated the ____% Common Securities, (Liquidation Amount $___ per common
security) (the "Common Securities"). Except as provided in Section 5.11 of the
Declaration of Trust (as defined below) the Common Securities are not
transferable and, to the fullest extent permitted by law, any attempted
prohibited transfer hereof shall be void. The designations, rights, privileges,
restrictions, preferences and other terms and provisions of the Common
Securities are set forth in, and this certificate and the Common Securities
represented hereby are issued and shall in all respects be subject to the terms
and provisions of, the Amended and Restated Declaration of Trust of the Trust
dated as of _____, 2002, as the same may be amended from time to time (the
"Declaration of Trust") among Kingsway U.S. Funding Inc., as Depositor, BNY
Midwest Trust Company, as Property Trustee, The Bank of New York (Delaware), as
Delaware Trustee, James R. Zuhlke, Brian K. Williamson and Kelly A. Marketti,
each as an Administrative Trustee, and the holders from time to time of
undivided beneficial interests in the assets of the Trust. The Trust will
furnish a copy of the Declaration of Trust to the Holder without charge upon
written request to the Trust at its principal place of business or registered
office.

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

         Terms used but not defined herein have the meanings set forth in the
Declaration of Trust.

                                       59

<PAGE>

         IN WITNESS WHEREOF, the Trust has executed this certificate this ____
day of ________, 2002.

                                        KINGSWAY FINANCIAL CAPITAL TRUST I

                                        By:_____________________________________
                                            Name:
                                            Title:  Administrative Trustee

                                       60