EXHIBIT 10.04



                        AMENDED AND RESTATED DECLARATION

                                    OF TRUST

                          TOWER GROUP STATUTORY TRUST V

                           Dated as of March 31, 2006


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                                    ARTICLE I
                         INTERPRETATION AND DEFINITIONS
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SECTION 1.1.               Definitions...........................................................................1

                                   ARTICLE II
                                  ORGANIZATION

SECTION 2.1.               Name..................................................................................8

SECTION 2.2.               Office................................................................................8

SECTION 2.3.               Purpose...............................................................................8

SECTION 2.4.               Authority.............................................................................8

SECTION 2.5.               Title to Property of the Trust........................................................9

SECTION 2.6.               Powers and Duties of the Trustees and the Administrators..............................9

SECTION 2.7.               Prohibition of Actions by the Trust and the Trustees.................................14

SECTION 2.8.               Powers and Duties of the Institutional Trustee.......................................14

SECTION 2.9.               Certain Duties and Responsibilities of the Trustees and the Administrators...........16

SECTION 2.10.              Certain Rights of Institutional Trustee..............................................18

SECTION 2.11.              Delaware Trustee.....................................................................20

SECTION 2.12.              Execution of Documents...............................................................20

SECTION 2.13.              Not Responsible for Recitals or Issuance of Securities...............................20

SECTION 2.14.              Duration of Trust....................................................................21

SECTION 2.15.              Mergers..............................................................................21

                                   ARTICLE III
                                     SPONSOR

SECTION 3.1.               Sponsor's Purchase of Common Securities..............................................23

SECTION 3.2.               Responsibilities of the Sponsor......................................................23

                                   ARTICLE IV
                           TRUSTEES AND ADMINISTRATORS

SECTION 4.1.               Number of Trustees...................................................................23

SECTION 4.2.               Delaware Trustee.....................................................................23

SECTION 4.3.               Institutional Trustee; Eligibility...................................................24

SECTION 4.4.               Certain Qualifications of the Delaware Trustee Generally.............................24

SECTION 4.5.               Administrators.......................................................................24

SECTION 4.6.               Initial Delaware Trustee.............................................................25

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SECTION 4.7.               Appointment, Removal and Resignation of the Trustees and the Administrators..........25

SECTION 4.8.               Vacancies Among Trustees.............................................................27

SECTION 4.9.               Effect of Vacancies..................................................................27

SECTION 4.10.              Meetings of the Trustees and the Administrators......................................27

SECTION 4.11.              Delegation of Power..................................................................27

SECTION 4.12.              Merger, Conversion, Consolidation or Succession to Business..........................28

                                    ARTICLE V
                                  DISTRIBUTIONS

SECTION 5.1.               Distributions........................................................................28

                                   ARTICLE VI
                             ISSUANCE OF SECURITIES

SECTION 6.1.               General Provisions Regarding Securities..............................................28

SECTION 6.2.               Paying Agent, Transfer Agent, Calculation Agent and Registrar........................29

SECTION 6.3.               Form and Dating......................................................................30

SECTION 6.4.               Mutilated, Destroyed, Lost or Stolen Certificates....................................30

SECTION 6.5.               Temporary Securities.................................................................31

SECTION 6.6.               Cancellation.........................................................................31

SECTION 6.7.               Rights of Holders; Waivers of Past Defaults..........................................31

                                   ARTICLE VII
                      DISSOLUTION AND TERMINATION OF TRUST

SECTION 7.1.               Dissolution and Termination of Trust.................................................33

                                  ARTICLE VIII
                              TRANSFER OF INTERESTS

SECTION 8.1.               General..............................................................................34

SECTION 8.2.               Transfer Procedures and Restrictions.................................................35

SECTION 8.3.               Deemed Security Holders..............................................................37

                                   ARTICLE IX
                       LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

SECTION 9.1.               Liability............................................................................37

SECTION 9.2.               Exculpation..........................................................................38

SECTION 9.3.               Fiduciary Duty.......................................................................38

SECTION 9.4.               Indemnification......................................................................39

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SECTION 9.5.               Outside Businesses...................................................................42

SECTION 9.6.               Compensation; Fee....................................................................42

                                    ARTICLE X
                                   ACCOUNTING

SECTION 10.1.              Fiscal Year..........................................................................43

SECTION 10.2.              Certain Accounting Matters...........................................................43

SECTION 10.3.              Banking..............................................................................43

SECTION 10.4.              Withholding..........................................................................44

                                   ARTICLE XI
                             AMENDMENTS AND MEETINGS

SECTION 11.1.              Amendments...........................................................................44

SECTION 11.2.              Meetings of the Holders of the Securities; Action by Written Consent.................46

                                   ARTICLE XII
          REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND DELAWARE TRUSTEE

SECTION 12.1.              Representations and Warranties of Institutional Trustee..............................47

SECTION 12.2.              Representations and Warranties of Delaware Trustee...................................48

                                  ARTICLE XIII
                                  MISCELLANEOUS

SECTION 13.1.              Notices..............................................................................49

SECTION 13.2.              Governing Law........................................................................50

SECTION 13.3.              Submission to Jurisdiction...........................................................50

SECTION 13.4.              Intention of the Parties.............................................................52

SECTION 13.5.              Headings.............................................................................52

SECTION 13.6.              Successors and Assigns...............................................................52

SECTION 13.7.              Partial Enforceability...............................................................52

SECTION 13.8.              Counterparts.........................................................................52

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ANNEXES AND EXHIBITS

ANNEX I                    Terms of TP Securities and Common Securities

EXHIBIT A-1                Form of Capital Security Certificate
EXHIBIT A-2                Form of Common Security Certificate
EXHIBIT B                  Form of Transferee Certificate to be Executed by Transferees Other than QIBs
EXHIBIT C                  Form of Transferor Certificate to be Executed for QIBs
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                    AMENDED AND RESTATED DECLARATION OF TRUST

                                       OF

                          Tower Group Statutory Trust V

                                 March 31, 2006

       AMENDED AND RESTATED DECLARATION OF TRUST (this "Declaration"), dated and
effective  as of March 31,  2006,  by the  Trustees  (as  defined  herein),  the
Administrators  (as defined  herein),  the  Sponsor (as defined  herein) and the
holders from time to time of undivided beneficial interests in the assets of the
Trust (as defined herein) to be issued pursuant to this Declaration.

       WHEREAS,  certain of the  Trustees,  the  Administrators  and the Sponsor
established Tower Group Statutory Trust V (the "Trust"), a statutory trust under
the Statutory Trust Act (as defined herein), pursuant to a Declaration of Trust,
dated as of March 29, 2006, (the "Original  Declaration"),  and a Certificate of
Trust  filed with the  Secretary  of State of the State of Delaware on March 29,
2006,  for  the  sole  purpose  of  issuing  and  selling   certain   securities
representing  undivided  beneficial  interests  in the  assets  of the Trust and
investing the proceeds thereof in certain debentures of the Debenture Issuer (as
defined  herein)  in  connection  with  the  Bear,   Stearns   Securities  Corp.
transaction;

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

       WHEREAS, all of the Trustees, the Administrators and the Sponsor, by this
Declaration, amend and restate each and every term and provision of the Original
Declaration.

       NOW, THEREFORE,  it being the intention of the parties hereto to continue
the  Trust as a  statutory  trust  under the  Statutory  Trust Act and that this
Declaration  constitutes the governing  instrument of such statutory  trust, and
that all assets  contributed  to the Trust will be held in trust for the benefit
of the holders,  from time to time,  of the  securities  representing  undivided
beneficial interests in the assets of the Trust issued hereunder, subject to the
provisions of this  Declaration,  and, in  consideration of the mutual covenants
contained herein and other good and valuable consideration, the receipt of which
is hereby acknowledged, the parties, intending to be legally bound hereby, amend
and restate in its entirety the Original Declaration and agree as follows:

                                   ARTICLE I
                         INTERPRETATION AND DEFINITIONS

SECTION 1.1.      Definitions.  Unless the context otherwise requires:

              (a)    capitalized  terms used in this Declaration but not defined
in the preamble above or elsewhere herein have the respective  meanings assigned
to them in this  Section 1.1 or, if not defined in this Section 1.1 or elsewhere
herein, in the Indenture;


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              (b)    a term defined  anywhere in this  Declaration  has the same
meaning throughout;

              (c)    all references to "the  Declaration" or "this  Declaration"
are to this Declaration as modified, supplemented or amended from time to time;

              (d)    all references in this Declaration to Articles and Sections
and  Annexes  and  Exhibits  are to  Articles  and  Sections  of and Annexes and
Exhibits to this Declaration unless otherwise specified;

              (e)    a term  defined  in the  Trust  Indenture  Act (as  defined
herein) has the same  meaning  when used in this  Declaration  unless  otherwise
defined in this Declaration or unless the context otherwise requires; and

              (f)    a reference  to the  singular  includes the plural and vice
versa.

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

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

       "Administrators"  means each of Francis M. Colalucci and Steven G. Fauth,
solely  in such  Person's  capacity  as  Administrator  of the  Trust  continued
hereunder and not in such Person's individual capacity,  or such Administrator's
successor in interest in such  capacity,  or any  successor  appointed as herein
provided.

       "Affiliate" has the same meaning as given to that term in Rule 405 of the
Securities Act or any successor rule thereunder.

       "Applicable Depositary Procedures" means, with respect to any transfer or
transaction involving a Book-Entry Capital Security, the rules and procedures of
the Depositary for such Book-Entry Capital Security,  in each case to the extent
applicable to such transaction and as in effect from time to time.

       "Authorized  Officer" of a Person means any Person that is  authorized to
bind such Person.

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

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

              (b)    such Person commences a voluntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, consents
to the entry of an order for relief in an  involuntary  case under any such law,
or  consents  to  the  appointment  of  or  taking  possession  by  a  receiver,


                                      -2-

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liquidator, assignee, trustee, custodian, sequestrator or other similar official
of such Person of any  substantial  part of its  property,  or makes any general
assignment for the benefit of creditors,  or fails generally to pay its debts as
they become due.

       "Book-Entry Capital Security" means a Capital Security, the ownership and
transfers of which shall be made through book entries by a Depositary.

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

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

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

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

       "Certificate" means any certificate evidencing Securities.

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

       "Closing Date" has the meaning set forth in the Purchase Agreement.

       "Code" means the Internal  Revenue Code of 1986,  as amended from time to
time, or any successor legislation.

       "Commission" means the United States Securities and Exchange Commission.

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

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

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

       "Corporate Trust Office" means the office of the Institutional Trustee at
which the corporate  trust business of the  Institutional  Trustee shall, at any
particular time, be principally administered, which office shall at all times be
located in the United States and at the date of execution of this Declaration is
located  at 919  Market  Street  Suite  700  Wilmington,  DE  19801,  Attention:
Corporate Trust Division.

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


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       "Covered  Person"  means:  (a)  any  Administrator,   officer,  director,
shareholder, partner, member, representative, employee or agent of (i) the Trust
or (ii) the Trust's Affiliates; and (b) any Holder of Securities.

       "Debenture Issuer" means Tower Group, Inc.,  incorporated in Delaware, in
its capacity as issuer of the Debentures under the Indenture.

       "Debenture  Trustee"  means  Wells Fargo Bank,  National  Association,  a
national  banking  association with its principal place of business in the State
of Delaware,  not in its  individual  capacity  but solely as trustee  under the
Indenture until a successor is appointed  thereunder,  and thereafter means such
successor trustee.

       "Debentures"  means the Junior  Subordinated Debt Securities due April 7,
2036 to be issued by the Debenture Issuer under the Indenture.

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

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

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

       "Depositary" means an organization  registered as a clearing agency under
the  Exchange  Act  that is  designated  as  Depositary  by the  Sponsor  or any
successor thereto. DTC will be the initial Depositary.

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

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

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

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

       "DTC means Depository Trust Company.

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

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


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

       "Fee  Agreement"  means the  agreement of even date herewith by and among
the Trustee,  the Initial Purchaser (as defined in the Purchase Agreement by and
between the Sponsor and the Initial Purchaser), the Sponsor and the Trust.

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

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

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

       "Global  Capital  Security"  means  a  Capital   Securities   Certificate
evidencing ownership of Book-Entry Capital Securities.

       "Guarantee" means the Guarantee Agreement, dated as of March 31, 2006, of
the Sponsor in respect of the Capital Securities.

       "Holder"  means a  Person  in whose  name a  Certificate  representing  a
Security  is  registered  on the  register  maintained  by or on  behalf  of the
Registrar,  such  Person  being a  beneficial  owner  within the  meaning of the
Statutory Trust Act.

       "Indemnified  Person" means a Company  Indemnified  Person or a Fiduciary
Indemnified Person.

       "Indenture"  means the Indenture,  dated as of March 31, 2006,  among the
Debenture  Issuer and the  Debenture  Trustee,  and any  indenture  supplemental
thereto pursuant to which the Debentures are to be issued.

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

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

       "Investment  Company"  means an  investment  company  as  defined  in the
Investment Company Act.

       "Investment  Company Act" means the  Investment  Company Act of 1940,  as
amended from time to time, or any successor legislation.

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

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


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       "LIBOR" means the London Interbank  Offered Rate for U.S. Dollar deposits
in Europe as determined by the Calculation  Agent according to paragraph 2(b) of
Annex I.

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

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

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

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

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

       "Majority  in  liquidation  amount of the  Securities"  means  Holders of
outstanding  Securities voting together as a single class or, as the context may
require,  Holders of  outstanding  Capital  Securities or Holders of outstanding
Common  Securities  voting  separately as a class,  who are the record owners of
more than 50% of the aggregate  liquidation  amount (including the stated amount
that would be paid on  redemption,  liquidation  or otherwise,  plus accrued and
unpaid  Distributions  to  the  date  upon  which  the  voting  percentages  are
determined) of all outstanding Securities of the relevant class.

       "Maturity Date" has the meaning set forth in the Indenture.

       "Notice" has the meaning set forth in Section 2.11 of the Indenture.

       "Officers'  Certificate" means, with respect to any Person, a certificate
signed by two  Authorized  Officers of such Person.  Any  Officers'  Certificate
delivered with respect to compliance  with a condition or covenant  provided for
in this Declaration shall include:

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

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

              (e)    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

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

       "Owner"  means each  Person  who is the  beneficial  owner of  Book-Entry
Capital  Securities  as  reflected  in the  records of the  Depositary  or, if a
Depositary Participant is not the beneficial owner, then the beneficial owner as
reflected in the records of the Depositary Participant.

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


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

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

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

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

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

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

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

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

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

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

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

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

       "Responsible  Officer" means, with respect to the Institutional  Trustee,
any officer within the Corporate Trust Office of the Institutional  Trustee with
direct responsibility for the administration of this Declaration,  including any
vice-president,  any  assistant  vice-president,  any  secretary,  any assistant
secretary,  the treasurer,  any assistant treasurer,  any trust officer or other
officer of the Corporate Trust Office of the Institutional  Trustee  customarily
performing  functions  similar to those performed by any of the above designated
officers and also means,  with respect to a particular  corporate  trust matter,
any other  officer to whom such  matter is  referred  because of that  officer's
knowledge of and familiarity with the particular subject.

       "Restricted  Securities  Legend"  has the  meaning  set forth in  Section
8.2(c). "Rule 144A" means Rule 144A under the Securities Act.

       "Rule 3a-5" means Rule 3a-5 under the Investment Company Act. "Rule 3a-7"
means Rule 3a-7 under the Investment Company Act.  "Securities" means the Common
Securities and the Capital Securities.

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


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<PAGE>


       "Securities  Act" means the  Securities Act of 1933, as amended from time
to time, or any successor legislation.

       "Sponsor"  means Tower Group,  Inc., a corporation  that is a U.S. Person
incorporated in Delaware, or any successor entity in a merger,  consolidation or
amalgamation that is a U.S. Person, in its capacity as sponsor of the Trust.

       "Statutory  Trust Act" means Chapter 38 of Title 12 of the Delaware Code,
12 Del.  Code ss. 3801 et seq.,  as it may be amended from time to time,  or any
successor legislation.

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

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

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

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

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

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

       "10%  in  liquidation   amount  of  the  Securities"   means  Holders  of
outstanding  Securities voting together as a single class or, as the context may
require,  Holders of  outstanding  Capital  Securities or Holders of outstanding
Common Securities voting separately as a class, who are the record owners of 10%
or more of the aggregate  liquidation  amount  (including the stated amount that
would be paid on redemption,  liquidation or otherwise,  plus accrued and unpaid
Distributions  to the date upon which the voting  percentages are determined) of
all outstanding Securities of the relevant class.

       "TP Securities" means the Capital Securities.

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

       "Trust  Indenture Act" means the Trust  Indenture Act of 1939, as amended
from time-to-time, or any successor legislation.

       "Trustee" or "Trustees" means each Person who has signed this Declaration
as a trustee, so long as such Person shall continue in office in accordance with
the  terms  hereof,  and all  other  Persons  who may from  time to time be duly
appointed,  qualified and serving as Trustees in accordance  with the provisions
hereof,  and references  herein to a Trustee or the Trustees shall refer to such
Person or Persons solely in their capacity as trustees hereunder.

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


                                      -8-

<PAGE>


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

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

                                   ARTICLE II
                                  ORGANIZATION

       SECTION 2.1. Name. The Trust is named "Tower Group Statutory Trust V," as
such  name may be  modified  from time to time by the  Administrators  following
written notice to the  Institutional  Trustee and the Holders of the Securities.
The Trust's activities may be conducted under the name of the Trust or any other
name deemed advisable by the Administrators.

       SECTION 2.2.  Office.  The address of the principal  office of the Trust,
which shall be in a state of the United  States or the District of Columbia,  is
120 Broadway,  14th Floor, New York, New York 10271-1699.  On ten Business Days'
written notice to the  Institutional  Trustee and the Holders of the Securities,
the Administrators  may designate another principal office,  which shall be in a
state of the United States or the District of Columbia.

       SECTION 2.3. Purpose.  The exclusive  purposes and functions of the Trust
are (a) to issue  and  sell the  Securities  representing  undivided  beneficial
interests in the assets of the Trust, (b) to invest the gross proceeds from such
sale in the Debentures and (c) except as otherwise  limited herein, to engage in
only those other  activities  incidental  thereto  that are deemed  necessary or
advisable by the Institutional  Trustee,  including,  without limitation,  those
activities  specified  in this  Declaration.  The Trust shall not borrow  money,
issue debt or reinvest  proceeds  derived  from  investments,  pledge any of its
assets,  or otherwise  undertake (or permit to be undertaken)  any activity that
would cause the Trust not to be classified  for United States federal income tax
purposes as a grantor trust.

       SECTION  2.4.  Authority.   Except  as  specifically   provided  in  this
Declaration,  the  Institutional  Trustee  shall  have  exclusive  and  complete
authority to carry out the  purposes of the Trust.  An action taken by a Trustee
on behalf  of the Trust and in  accordance  with  such  Trustee's  powers  shall
constitute the act of and serve to bind the Trust.  In dealing with the Trustees
acting on behalf of the Trust,  no Person  shall be required to inquire into the
authority of the Trustees to bind the Trust.  Persons dealing with the Trust are
entitled to rely  conclusively on the power and authority of the Trustees as set
forth in this Declaration.  The Administrators shall have only those ministerial
duties set forth herein with respect to accomplishing  the purposes of the Trust
and are not intended to be trustees or fiduciaries  with respect to the Trust or
the Holders.  The  Institutional  Trustee shall have the right, but shall not be
obligated except as provided in Section 2.6, to perform those duties assigned to
the Administrators.

       SECTION  2.5.  Title to  Property  of the Trust.  Except as  provided  in
Section  2.6(g) and Section 2.8 with respect to the  Debentures and the Property
Account or as otherwise provided in this Declaration,  legal title to all assets
of the Trust  shall be vested in the  Trust.  The  Holders  shall not have legal
title to any part of the  assets  of the  Trust,  but  shall  have an  undivided
beneficial interest in the assets of the Trust.


                                      -9-

<PAGE>


       SECTION 2.6.  Powers and Duties of the  Trustees and the  Administrators.

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

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

                            (A)    the issuance and sale of the Securities;

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

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

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

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

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

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

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


                                      -10-

<PAGE>


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

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

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

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

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

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

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

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

                            (Q)    to take all action that may be  necessary  or
                     appropriate for the  preservation  and the  continuation of
                     the  Trust's  valid  existence,   rights,   franchises  and
                     privileges  as a  statutory  trust  under  the laws of each
                     jurisdiction  (other than the State of  Delaware)  in which
                     such   existence   is  necessary  to  protect  the  limited
                     liability  of the Holders of the Capital  Securities  or to
                     enable the Trust to effect the purposes for which the Trust
                     was created.

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


                                      -11-

<PAGE>


                            (A)    the establishment of the Property Account;

                            (B)    the receipt of the Debentures;

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

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

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

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

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

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

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

                            (J)    to take all action that may be  necessary  or
                     appropriate for the  preservation  and the  continuation of
                     the  Trust's  valid  existence,   rights,   franchises  and
                     privileges as a statutory trust under the laws of the State
                     of Delaware to protect the limited liability of the Holders
                     of the Capital  Securities or to enable the Trust to effect
                     the purposes for which the Trust was created; and

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

                     (iii)  The  Institutional  Trustee shall have the power and
              authority, and is hereby authorized, to act on behalf of the Trust
              with  respect  to any of the  duties,  liabilities,  powers or the
              authority of the Administrators set forth in Section  2.6(a)(i)(E)
              and (F) herein but shall not have a duty to do any such act unless


                                      -12-

<PAGE>


              specifically  requested  to do so in writing by the  Sponsor,  and
              shall then be fully  protected in acting  pursuant to such written
              request;  and in the event of a conflict between the action of the
              Administrators  and the action of the Institutional  Trustee,  the
              action of the Institutional Trustee shall prevail.

              (b)    So long as this  Declaration  remains in effect,  the Trust
(or the  Trustees  or  Administrators  acting on behalf of the Trust)  shall not
undertake any business,  activities or transaction  except as expressly provided
herein or  contemplated  hereby.  In  particular,  neither the  Trustees nor the
Administrators  may cause the Trust to (i) acquire any  investments or engage in
any activities not authorized by this Declaration,  (ii) sell, assign, transfer,
exchange,  mortgage,  pledge,  set-off or otherwise  dispose of any of the Trust
Property  or  interests  therein,  including  to  Holders,  except as  expressly
provided  herein,  (iii) take any action that would cause (or in the case of the
Institutional  Trustee,  to the actual knowledge of a Responsible  Officer would
cause) the Trust to fail or cease to  qualify  as a  "grantor  trust" for United
States federal  income tax purposes,  (iv) incur any  indebtedness  for borrowed
money or issue any other debt or (v) take or  consent  to any action  that would
result  in  the  placement  of  a  lien  on  any  of  the  Trust  Property.  The
Institutional  Trustee shall, at the sole cost and expense of the Trust,  defend
all claims and  demands of all Persons at any time  claiming  any lien on any of
the Trust Property  adverse to the interest of the Trust or the Holders in their
capacity as Holders.

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

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

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

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

              (d)    Notwithstanding   anything  herein  to  the  contrary,  the
Administrators,  the  Institutional  Trustee  and the  Holders of a Majority  in
liquidation  amount of the Common  Securities  are  authorized  and  directed to
conduct  the affairs of the Trust and to operate the Trust so that (i) the Trust
will not be deemed to be an "investment company" required to be registered under
the Investment  Company Act (in the case of the  Institutional  Trustee,  to the
actual knowledge of a Responsible Officer),  and (ii) the Trust will not fail to


                                      -13-

<PAGE>


be classified as a grantor trust for United States  federal  income tax purposes
(in  the  case  of the  Institutional  Trustee,  to the  actual  knowledge  of a
Responsible  Officer) and (iii) the Trust will not take any action  inconsistent
with the treatment of the Debentures as indebtedness of the Debenture Issuer for
United  States  federal  income tax purposes  (in the case of the  Institutional
Trustee, to the actual knowledge of a Responsible  Officer). In this connection,
the Institutional  Trustee,  the Administrators and the Holders of a Majority in
liquidation  amount of the Common  Securities are authorized to take any action,
not inconsistent with applicable laws or this Declaration,  as amended from time
to time, that each of the Institutional  Trustee,  the  Administrators  and such
Holders  determine in their  discretion  to be  necessary or desirable  for such
purposes,  even if such action adversely affects the interests of the Holders of
the Capital Securities.

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

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

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

              (h)    If the  Institutional  Trustee or any Holder has instituted
any  proceeding to enforce any right or remedy under this  Declaration  and such
proceeding  has been  discontinued  or  abandoned  for any  reason,  or has been
determined adversely to the Institutional Trustee or to such Holder, then and in
every such case the Sponsor,  the  Institutional  Trustee and the Holders shall,
subject to any  determination  in such  proceeding,  be restored  severally  and
respectively to their former positions hereunder,  and thereafter all rights and
remedies of the  Institutional  Trustee and the Holders shall continue as though
no such proceeding had been instituted.

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

       The Trust shall not, and the Institutional Trustee and the Administrators
shall not, and the  Administrators  shall cause the Trust not to,  engage in any
activity  other  than  as  required  or  authorized  by  this  Declaration.   In
particular,  the  Trust  shall  not,  and  the  Institutional  Trustee  and  the
Administrators shall not cause the Trust to:

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

              (b)    acquire any assets other than as expressly provided herein;
(c) possess Trust Property for other than a Trust purpose;

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


                                      -14-

<PAGE>


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

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

              (g)    other than as provided in this Declaration (including Annex
I),  (i)  direct the time,  method  and place of  exercising  any trust or power
conferred upon the Debenture Trustee with respect to the Debentures,  (ii) waive
any past default that is waivable under the Indenture,  (iii) exercise any right
to rescind or annul any  declaration  that the  principal of all the  Debentures
shall be due and payable,  or (iv)  consent to any  amendment,  modification  or
termination  of the  Indenture or the  Debentures  where such  consent  shall be
required  unless  the Trust  shall have  received  a written  opinion of counsel
experienced in such matters to the effect that such  amendment,  modification or
termination  will not  cause the  Trust to cease to be  classified  as a grantor
trust for United States federal income tax purposes.

       SECTION 2.8. Powers and Duties of the Institutional Trustee.

              (a)    The  legal  title to the  Debentures  shall be owned by and
held of record in the name of the Institutional Trustee in trust for the benefit
of the Trust. The right, title and interest of the Institutional  Trustee to the
Debentures  shall  vest  automatically  in  each  Person  who may  hereafter  be
appointed as Institutional  Trustee in accordance with Section 4.7. Such vesting
and cessation of title shall be effective whether or not conveyancing  documents
with regard to the Debentures have been executed and delivered.

              (b)    The  Institutional  Trustee  shall not  transfer its right,
title and interest in the  Debentures to the  Administrators  or to the Delaware
Trustee.

              (c)    The Institutional Trustee shall:

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

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

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


                                      -15-

<PAGE>


              Holders of Securities upon the occurrence of certain circumstances
              pursuant to the terms of the Securities.

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

              (e)    The  Institutional   Trustee  may  bring  or  defend,  pay,
collect,  compromise,  arbitrate,  resort to legal  action  with  respect to, or
otherwise  adjust claims or demands of or against,  the Trust (a "Legal Action")
which  arise  out of or in  connection  with an  Event  of  Default  of  which a
Responsible  Officer of the  Institutional  Trustee has actual  knowledge or the
Institutional  Trustee's  duties and obligations  under this  Declaration or the
Trust Indenture Act; provided, however, that if an Event of Default has occurred
and is continuing and such event is attributable to the failure of the Debenture
Issuer to pay interest or principal on the  Debentures on the date such interest
or  principal  is  otherwise  payable  (or in the  case  of  redemption,  on the
redemption date), then a Holder of the Capital Securities may directly institute
a proceeding  for  enforcement  of payment to such Holder of the principal of or
interest on the  Debentures  having a principal  amount  equal to the  aggregate
liquidation  amount of the Capital Securities of such Holder (a "Direct Action")
on or after the respective due date specified in the  Debentures.  In connection
with such Direct Action, the rights of the Holders of the Common Securities will
be  subrogated  to the rights of such  Holder of the Capital  Securities  to the
extent of any payment made by the Debenture Issuer to such Holder of the Capital
Securities in such Direct Action; provided, however, that a Holder of the Common
Securities  may exercise such right of  subrogation  only if no Event of Default
with respect to the Capital Securities has occurred and is continuing.

              (f)    The  Institutional  Trustee  shall  continue  to serve as a
Trustee until either:

                     (i)    the Trust  has been  completely  liquidated  and the
              proceeds  of the  liquidation  distributed  to the  Holders of the
              Securities  pursuant  to the  terms  of the  Securities  and  this
              Declaration (including Annex I); or

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

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

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

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


                                      -16-

<PAGE>


              (a)    The  Institutional  Trustee,  before the  occurrence of any
Event of Default (of which the Institutional  Trustee has knowledge (as provided
in Section  2.10(m)  hereof)) and after the curing of all Events of Default that
may  have  occurred,  shall  undertake  to  perform  only  such  duties  as  are
specifically  set forth in this  Declaration  and no implied  covenants shall be
read into this Declaration  against the Institutional  Trustee. In case an Event
of Default (of which the  Institutional  Trustee has  knowledge  (as provided in
Section  2.10(m)  hereof)),  has  occurred  (that  has not been  cured or waived
pursuant to Section 6.7), the  Institutional  Trustee shall exercise such of the
rights and powers vested in it by this  Declaration,  and use the same degree of
care and skill in their  exercise,  as a prudent  person  would  exercise or use
under the circumstances in the conduct of his or her own affairs.

              (b)    The duties and  responsibilities  of the  Trustees  and the
Administrators  shall be as provided by this Declaration and, in the case of the
Institutional   Trustee,  by  the  Trust  Indenture  Act.   Notwithstanding  the
foregoing,  no  provision  of this  Declaration  shall  require  any  Trustee or
Administrator  to expend or risk its own funds or otherwise  incur any financial
liability in the performance of any of its duties hereunder,  or in the exercise
of any of its  rights  or  powers,  if it  shall  have  reasonable  grounds  for
believing that repayment of such funds or adequate indemnity  satisfactory to it
against such risk or liability is not  reasonably  assured to it. Whether or not
therein expressly so provided,  every provision of this Declaration  relating to
the  conduct or  affecting  the  liability  of or  affording  protection  to the
Trustees  or the  Administrators  shall be  subject  to the  provisions  of this
Article.  Nothing in this  Declaration  shall be  construed to release a Trustee
from liability for its own negligent  action,  its own negligent failure to act,
or its own willful misconduct. Nothing in this Declaration shall be construed to
release an Administrator  from liability for its own gross negligent action, its
own gross negligent failure to act, or its own willful misconduct. To the extent
that,  at law or in  equity,  a  Trustee  or an  Administrator  has  duties  and
liabilities  relating  to  the  Trust  or  to  the  Holders,   such  Trustee  or
Administrator  shall  not be  liable  to the  Trust  or to any  Holder  for such
Trustee's  or  Administrator's  good faith  reliance on the  provisions  of this
Declaration.  The  provisions  of this  Declaration,  to the  extent  that  they
restrict  the duties  and  liabilities  of the  Administrators  or the  Trustees
otherwise  existing  at law or in  equity,  are  agreed by the  Sponsor  and the
Holders to replace such other duties and  liabilities of the  Administrators  or
the Trustees.

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

              (d)    No  provision  of this  Declaration  shall be  construed to
relieve the  Institutional  Trustee from liability for its own negligent action,
its own negligent failure to act, or its own willful  misconduct with respect to


                                      -17-

<PAGE>


matters that are within the  authority of the  Institutional  Trustee under this
Declaration, except that:

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

                     (ii)   the  Institutional  Trustee shall not be liable with
              respect to any  action  taken or omitted to be taken by it in good
              faith in accordance  with the direction of the Holders of not less
              than a Majority in liquidation amount of the Capital Securities or
              the Common Securities, as applicable, relating to the time, method
              and place of conducting any proceeding for any remedy available to
              the  Institutional  Trustee,  or  exercising  any  trust  or power
              conferred upon the Institutional Trustee under this Declaration;

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

                     (iv)   the  Institutional  Trustee  shall not be liable for
              any  interest  on  any  money  received  by it  except  as it  may
              otherwise agree in writing with the Sponsor; and money held by the
              Institutional Trustee need not be segregated from other funds held
              by it except in relation to the Property Account maintained by the
              Institutional  Trustee pursuant to Section 2.8(c)(i) and except to
              the extent otherwise required by law; and

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

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

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

              (b)    if (i) in performing its duties under this Declaration, the
Institutional  Trustee is  required  to decide  between  alternative  courses of
action,  (ii) in  construing  any of the  provisions  of this  Declaration,  the


                                      -18-

<PAGE>


Institutional  Trustee finds the same ambiguous or  inconsistent  with any other
provisions contained herein, or (iii) the Institutional Trustee is unsure of the
application of any provision of this Declaration,  then, except as to any matter
as to which the  Holders of Capital  Securities  are  entitled to vote under the
terms of this Declaration, the Institutional Trustee may deliver a notice to the
Sponsor  requesting the Sponsor's opinion as to the course of action to be taken
and the  Institutional  Trustee  shall take such action,  or refrain from taking
such action,  as the  Institutional  Trustee in its sole  discretion  shall deem
advisable  and in the  best  interests  of  the  Holders,  in  which  event  the
Institutional  Trustee shall have no liability  except for its own negligence or
willful misconduct;

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

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

              (e)    the Institutional  Trustee shall have no duty to see to any
recording,  filing or registration of any instrument (including any financing or
continuation  statement  or any  filing  under  tax or  securities  laws) or any
rerecording, refiling or reregistration thereof;

              (f)    the  Institutional  Trustee may consult with counsel of its
selection (which counsel may be counsel to the Sponsor or any of its Affiliates)
and the advice of such  counsel  shall be full and  complete  authorization  and
protection in respect of any action  taken,  suffered or omitted by it hereunder
in good faith and in reliance  thereon and in accordance  with such advice;  the
Institutional  Trustee  shall  have the  right at any time to seek  instructions
concerning the  administration  of this  Declaration from any court of competent
jurisdiction;  (g) the  Institutional  Trustee  shall be under no  obligation to
exercise  any of the rights or powers  vested in it by this  Declaration  at the
request or direction of any of the Holders pursuant to this Declaration,  unless
such  Holders  shall  have  offered to the  Institutional  Trustee  security  or
indemnity  reasonably  satisfactory  to  it  against  the  costs,  expenses  and
liabilities  which might be incurred by it in  compliance  with such  request or
direction;  provided,  that nothing  contained in this Section  2.10(g) shall be
taken to relieve the Institutional  Trustee,  upon the occurrence of an Event of
Default  (of which the  Institutional  Trustee  has  knowledge  (as  provided in
Section 2.10(m) hereof)) that has not been cured or waived, of its obligation to
exercise the rights and powers vested in it by this Declaration;

              (h)    the  Institutional  Trustee  shall not be bound to make any
investigation  into the facts or matters stated in any resolution,  certificate,
statement,   instrument,  opinion,  report,  notice,  request,  consent,  order,
approval, bond, debenture, note or other evidence of indebtedness or other paper
or document,  unless  requested in writing to do so by one or more Holders,  but
the  Institutional  Trustee may make such further inquiry or investigation  into
such facts or matters as it may see fit;


                                      -19-

<PAGE>


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

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

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

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

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

              (n)    any action taken by the Institutional Trustee or its agents
hereunder  shall  bind the  Trust and the  Holders  of the  Securities,  and the
signature of the  Institutional  Trustee or its agents alone shall be sufficient
and effective to perform any such action and no third party shall be required to
inquire as to the authority of the Institutional  Trustee to so act or as to its
compliance  with any of the terms and  provisions of this  Declaration,  both of
which shall be  conclusively  evidenced  by the  Institutional  Trustee's or its
agent's taking such action; and

              (o)    no provision of this Declaration  shall be deemed to impose
any duty or obligation on the  Institutional  Trustee to perform any act or acts
or exercise any right, power, duty or obligation  conferred or imposed on it, in
any  jurisdiction  in which it shall be illegal,  or in which the  Institutional
Trustee shall be unqualified or incompetent in accordance  with  applicable law,
to perform any such act or acts, or to exercise any such right,  power,  duty or


                                      -20-

<PAGE>


obligation.  No  permissive  power or authority  available to the  Institutional
Trustee shall be construed to be a duty.

       SECTION 2.11.  Delaware Trustee.  Notwithstanding  any other provision of
this  Declaration  other than Section 4.2,  the  Delaware  Trustee  shall not be
entitled to exercise any powers,  nor shall the Delaware Trustee have any of the
duties  and  responsibilities  of  any  of the  Trustees  or the  Administrators
described in this  Declaration  (except as may be required  under the  Statutory
Trust Act).  Except as set forth in Section 4.2, the Delaware Trustee shall be a
Trustee for the sole and limited  purpose of fulfilling the  requirements of ss.
3807 of the Statutory Trust Act.

       SECTION 2.12.  Execution of  Documents.  Unless  otherwise  determined in
writing by the Institutional  Trustee,  and except as otherwise  required by the
Statutory  Trust  Act,  the  Institutional  Trustee,  or any  one or more of the
Administrators,  as the case may be, is  authorized  to execute  and  deliver on
behalf of the Trust any documents, agreements,  instruments or certificates that
the  Trustees  or the  Administrators,  as the case may be,  have the  power and
authority to execute pursuant to Section 2.6.

       SECTION 2.13. Not Responsible for Recitals or Issuance of Securities. The
recitals  contained in this Declaration and the Securities shall be taken as the
statements of the Sponsor, and the Trustees do not assume any responsibility for
their  correctness.  The  Trustees  make no  representations  as to the value or
condition of the property of the Trust or any part thereof. The Trustees make no
representations  as to the  validity or  sufficiency  of this  Declaration,  the
Debentures or the Securities.

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

       SECTION 2.15.  Mergers.  (a) The Trust may not  consolidate,  amalgamate,
merge  with or into,  or be  replaced  by,  or  convey,  transfer  or lease  its
properties and assets  substantially  as an entirety to any corporation or other
Person,  except as described in this Section 2.15 and except with respect to the
distribution  of  Debentures  to  Holders  of  Securities  pursuant  to  Section
7.1(a)(iv) of the Declaration or Section 4 of Annex I.

              (b)    The  Trust  may,  with the  consent  of the  Administrators
(which consent will not be unreasonably withheld) and without the consent of the
Institutional  Trustee,  the  Delaware  Trustee or the  Holders  of the  Capital
Securities,  consolidate,  amalgamate, merge with or into, or be replaced by, or
convey,  transfer  or  lease  its  properties  and  assets  as  an  entirety  or
substantially  as an entirety to a trust organized as such under the laws of any
state; provided, that:

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

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


                                      -21-

<PAGE>


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

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

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

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

                     (v)    such    merger,     consolidation,     amalgamation,
              replacement,  conveyance,  transfer  or lease  does not  adversely
              affect the rights,  preferences  and  privileges of the Holders of
              the  Securities   (including  any  Successor  Securities)  in  any
              material  respect (other than with respect to any dilution of such
              Holders'  interests  in the  Successor  Entity as a result of such
              merger, consolidation, amalgamation or replacement);

                     (vi)   such  Successor  Entity has a purpose  substantially
              identical to that of the Trust;

                     (vii)  prior to such merger,  consolidation,  amalgamation,
              replacement, conveyance, transfer or lease, the Trust has received
              a written opinion of a nationally  recognized  independent counsel
              to the Trust experienced in such matters to the effect that:

                            (A)    such  merger,  consolidation,   amalgamation,
                     replacement,   conveyance,   transfer  or  lease  does  not
                     adversely affect the rights,  preferences and privileges of
                     the  Holders of the  Securities  (including  any  Successor
                     Securities)  in  any  material  respect  (other  than  with
                     respect to any  dilution of the  Holders'  interests in the
                     Successor Entity);

                            (B)    following    such   merger,    consolidation,
                     amalgamation,  replacement,  conveyance, transfer or lease,
                     neither the Trust nor the Successor Entity will be required
                     to register as an Investment Company; and


                                      -22-

<PAGE>


                            (C)    following    such   merger,    consolidation,
                     amalgamation,  replacement,  conveyance, transfer or lease,
                     the Trust (or the  Successor  Entity)  will  continue to be
                     classified  as a grantor  trust for United  States  federal
                     income tax purposes;

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

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

              (c)    Notwithstanding  Section  2.15(b),  the  Trust  shall  not,
except  with  the  consent  of  Holders  of 100% in  liquidation  amount  of the
Securities,  consolidate,  amalgamate, merge with or into, or be replaced by, or
convey,  transfer  or  lease  its  properties  and  assets  as  an  entirety  or
substantially  as an entirety to, any other Person or permit any other Person to
consolidate,   amalgamate,   merge   with  or  into,   or  replace  it  if  such
consolidation,  amalgamation, merger, replacement, conveyance, transfer or lease
would  cause the Trust or  Successor  Entity to be  classified  as other  than a
grantor trust for United States federal income tax purposes.

                                  ARTICLE III
                                     SPONSOR

       SECTION  3.1.  Sponsor's  Purchase of Common  Securities.  On the Closing
Date,  the Sponsor  will  purchase  all of the Common  Securities  issued by the
Trust,  in an amount at least  equal to 3% of the  capital of the Trust,  at the
same time as the Capital Securities are sold.

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

              (a)    to determine the States in which to take appropriate action
to qualify or register for sale of all or part of the Capital  Securities and to
do any and all such acts,  other than actions  which must be taken by the Trust,
and advise the Trust of actions it must take,  and  prepare  for  execution  and
filing any documents to be executed and filed by the Trust, as the Sponsor deems
necessary or advisable in order to comply with the  applicable  laws of any such
States;

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


                                      -23-

<PAGE>


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

                                   ARTICLE IV
                           TRUSTEES AND ADMINISTRATORS

       SECTION 4.1. Number of Trustees.  The number of Trustees  initially shall
be two, and:

              (a)    at any time  before the  issuance  of any  Securities,  the
Sponsor may, by written instrument, increase or decrease the number of Trustees;
and

              (b)    after  the  issuance  of  any  Securities,  the  number  of
Trustees  may be  increased  or decreased by vote of the Holder of a Majority in
liquidation  amount of the Common  Securities  voting as a class at a meeting of
the Holder of the Common Securities;  provided,  however,  that there shall be a
Delaware  Trustee if required  by Section  4.2;  and there  shall  always be one
Trustee who shall be the Institutional  Trustee, and such Trustee may also serve
as  Delaware  Trustee  if it meets the  applicable  requirements,  in which case
Section  2.11  shall  have no  application  to such  entity in its  capacity  as
Institutional Trustee.

       SECTION 4.2.  Delaware  Trustee.  If required by the Statutory Trust Act,
one Trustee (the "Delaware Trustee") shall be:

              (a)    a  natural  person  who  is a  resident  of  the  State  of
Delaware; or

              (b)    if not a natural person, an entity which is organized under
the laws of the United  States or any state thereof or the District of Columbia,
has its  principal  place of business in the State of  Delaware,  and  otherwise
meets the  requirements  of applicable law,  including  ss.3807 of the Statutory
Trust Act.

       SECTION 4.3. Institutional Trustee; Eligibility.

              (a)    There shall at all times be one Trustee  which shall act as
Institutional Trustee which shall:

                     (i)    not be an Affiliate of the Sponsor;

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

                     (iii)  be a banking  corporation  or  national  association
              organized and doing  business  under the laws of the United States
              of America or any state thereof or of the District of Columbia and
              authorized  under such laws to exercise  corporate  trust  powers,
              having a combined  capital and  surplus of at least fifty  million
              U.S.  dollars   ($50,000,000),   and  subject  to  supervision  or
              examination by federal,  state or District of Columbia  authority.
              If such corporation or national  association  publishes reports of
              condition   at  least   annually,   pursuant  to  law  or  to  the
              requirements of the supervising or examining authority referred to
              above,  then for the  purposes of this  Section  4.3(a)(iii),  the
              combined  capital  and  surplus of such  corporation  or  national


                                      -24-

<PAGE>


              association shall be deemed to be its combined capital and surplus
              as set forth in its most recent report of condition so published.

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

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

              (d)    The  initial  Institutional  Trustee  shall be Wells  Fargo
       Bank, National Association.

       SECTION 4.4. Certain  Qualifications  of the Delaware Trustee  Generally.
The Delaware  Trustee shall be a U.S.  Person and either a natural person who is
at least 21 years of age or a legal  entity  that shall act  through one or more
Authorized Officers.

       SECTION 4.5. Administrators. Each Administrator shall be a U.S. Person.

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

       SECTION 4.6. Initial Delaware Trustee. The initial Delaware Trustee shall
be Wells Fargo Delaware Trust Company.

       SECTION 4.7. Appointment, Removal and Resignation of the Trustees and the
Administrators.

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

              (b)    Subject to Section 4.7(a), a Relevant Trustee may resign at
any time by giving  written  notice thereof to the Holders of the Securities and
by  appointing  a  successor  Relevant  Trustee.  Upon  the  resignation  of the
Institutional  Trustee,  the Institutional  Trustee shall appoint a successor by
requesting  from at least three  Persons  meeting the  eligibility  requirements
their expenses and charges to serve as the successor  Institutional Trustee on a
form provided by the Administrators,  and selecting the Person who agrees to the
lowest  expense and charges  (the  "Successor  Institutional  Trustee").  If the
instrument  of acceptance by the  successor  Relevant  Trustee  required by this
Section 4.7 shall not have been delivered to the Relevant Trustee within 60 days


                                      -25-

<PAGE>

after the giving of such notice of  resignation or delivery of the instrument of
removal,  the Relevant  Trustee may petition,  at the expense of the Trust,  any
federal,  state or District of Columbia court of competent  jurisdiction for the
appointment of a successor  Relevant  Trustee.  Such court may thereupon,  after
prescribing  such  notice,  if any,  as it may deem  proper,  appoint a Relevant
Trustee. The Institutional  Trustee shall have no liability for the selection of
such successor pursuant to this Section 4.7.

              (c)    Subject to Section 4.7(a),  an Administrator  may resign at
any time by giving written notice thereof to the Holder of the Common Securities
and the Holder of the Common Securities shall appoint a successor Administrator.
Subject to Section  4.7(a),  the Holder of the Common  Securities may remove any
Administrator,  with or  without  cause,  at any time and  appoint  a  successor
Administrator.

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

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

              (f)    Notwithstanding  the  foregoing  or any other  provision of
this  Declaration,  in the event a Delaware Trustee who is a natural person dies
or is adjudged  by a court to have  become  incompetent  or  incapacitated,  the
vacancy  created by such death,  incompetence or incapacity may be filled by the
Institutional   Trustee  (provided  the  Institutional   Trustee  satisfies  the
requirements  of a Delaware  Trustee as set forth in Section 4.2)  following the
procedures in this Section 4.7 (with the successor  being a Person who satisfies
the  eligibility   requirement  for  a  Delaware   Trustee  set  forth  in  this
Declaration) (the "Successor Delaware Trustee").


                                      -26-

<PAGE>


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

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

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

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

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

       SECTION 4.9.  Effect of Vacancies.  The death,  resignation,  retirement,
removal,  bankruptcy,  dissolution,  liquidation,  incompetence or incapacity to
perform the duties of a Trustee  shall not  operate to  dissolve,  terminate  or
annul the Trust or terminate this Declaration.  Whenever a vacancy in the number
of Trustees  shall occur,  until such vacancy is filled by the  appointment of a
Trustee in accordance with Section 4.7, the Institutional Trustee shall have all
the powers  granted to the Trustees and shall  discharge all the duties  imposed
upon the Trustees by this Declaration.


                                      -27-

<PAGE>


       SECTION 4.10. Meetings of the Trustees and the  Administrators.  Meetings
of the Trustees or the  Administrators  shall be held from time to time upon the
call of any Trustee or  Administrator,  as applicable.  Regular  meetings of the
Trustees and the  Administrators,  respectively,  may be in person in the United
States or by telephone,  at a place (if applicable) and time fixed by resolution
of the Trustees or the  Administrators,  as applicable.  Notice of any in-person
meetings  of the  Trustees  or the  Administrators  shall be hand  delivered  or
otherwise  delivered in writing  (including  by  facsimile,  with a hard copy by
overnight  courier)  not less than 48 hours before such  meeting.  Notice of any
telephonic  meetings of the  Trustees  or the  Administrators  or any  committee
thereof shall be hand delivered or otherwise  delivered in writing (including by
facsimile,  with a hard copy by overnight courier) not less than 24 hours before
a  meeting.  Notices  shall  contain a brief  statement  of the time,  place and
anticipated  purposes  of the  meeting.  The  presence  (whether in person or by
telephone)  of a Trustee or an  Administrator,  as the case may be, at a meeting
shall constitute a waiver of notice of such meeting except where a Trustee or an
Administrator,  as the case may be, attends a meeting for the express purpose of
objecting to the  transaction of any activity on the ground that the meeting has
not  been  lawfully  called  or  convened.  Unless  provided  otherwise  in this
Declaration,  any action of the Trustees or the Administrators,  as the case may
be,  may be taken at a meeting  by vote of a  majority  of the  Trustees  or the
Administrators  present (whether in person or by telephone) and eligible to vote
with respect to such matter;  provided, that, in the case of the Administrators,
a Quorum is present,  or without a meeting by the unanimous  written  consent of
the Trustees or the Administrators, as the case may be. Meetings of the Trustees
and the Administrators together shall be held from time to time upon the call of
any Trustee or Administrator.

       SECTION 4.11.  Delegation of Power. (a) Any Trustee or any Administrator,
as the case may be, may, by power of attorney  consistent  with  applicable law,
delegate to any other  natural  person over the age of 21 that is a U.S.  Person
his or her power for the purpose of  executing  any  documents,  instruments  or
other writings contemplated in Section 2.6.

              (b)    The Trustees shall have power to delegate from time to time
to such of their  number or to any  officer of the Trust that is a U.S.  Person,
the doing of such things and the execution of such instruments or other writings
either in the name of the Trust or the names of the Trustees or otherwise as the
Trustees may deem expedient,  to the extent such delegation is not prohibited by
applicable law or contrary to the provisions of the Trust, as set forth herein.

       SECTION  4.12.  Merger,   Conversion,   Consolidation  or  Succession  to
Business.  Any Person  into  which the  Institutional  Trustee  or the  Delaware
Trustee,  as the case maybe, may be merged or converted or with which either may
be  consolidated,  or any  Person  resulting  from  any  merger,  conversion  or
consolidation to which the Institutional Trustee or the Delaware Trustee, as the
case may be, shall be a party, or any Person  succeeding to all or substantially
all the corporate  trust business of the  Institutional  Trustee or the Delaware
Trustee, as the case may be, shall be the successor of the Institutional Trustee
or the Delaware Trustee, as the case may be, hereunder, without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
provided  such Person  shall be  otherwise  qualified  and  eligible  under this
Article and, provided,  further, that such Person shall file an amendment to the
Certificate  of Trust with the  Secretary  of State of the State of  Delaware as
contemplated in Section 4.7(i).


                                      -28-

<PAGE>



                                    ARTICLE V
                                  DISTRIBUTIONS

       SECTION  5.1.  Distributions.  Holders  shall  receive  Distributions  in
accordance  with the  applicable  terms  of the  relevant  Holder's  Securities.
Distributions  shall be made on the Capital Securities and the Common Securities
in accordance with the preferences set forth in their  respective  terms. If and
to the extent that the Debenture  Issuer makes a payment of interest  (including
any Additional Interest or Deferred Interest) and/or principal on the Debentures
held by the  Institutional  Trustee  (the  amount  of any such  payment  being a
"Payment  Amount"),  the  Institutional  Trustee  shall and is directed,  to the
extent funds are available in the Property  Account for that purpose,  to make a
distribution  (a  "Distribution")  of the  Payment  Amount to  Holders.  For the
avoidance of doubt,  funds in the Property  Account shall not be  distributed to
Holders  to the  extent  of any  taxes  payable  by the  Trust,  in the  case of
withholding  taxes,  as  determined by the  Institutional  Trustee or any Paying
Agent and, in the case of taxes other than  withholding tax taxes, as determined
by the Administrators in a written notice to the Institutional Trustee.

                                   ARTICLE VI
                             ISSUANCE OF SECURITIES

       SECTION 6.1. General Provisions Regarding Securities.

              (a)    The  Administrators shall  on behalf of the Trust issue one
series of capital  securities,  evidenced by a certificate  substantially in the
form of Exhibit A-1,  representing  undivided beneficial interests in the assets
of the Trust and  having  such  terms as are set forth in Annex I (the  "Capital
Securities"),  and one series of common  securities,  evidenced by a certificate
substantially  in the form of Exhibit  A-2,  representing  undivided  beneficial
interests  in the assets of the Trust and having  such terms as are set forth in
Annex I (the "Common Securities").  The Trust shall issue no securities or other
interests in the assets of the Trust other than the Capital  Securities  and the
Common  Securities.  The Capital  Securities rank pari passu and payment thereon
shall be made Pro Rata with the Common Securities except that, where an Event of
Default  has  occurred  and is  continuing,  the rights of Holders of the Common
Securities to payment in respect of Distributions and payments upon liquidation,
redemption  and  otherwise  are  subordinated  to the  rights to  payment of the
Holders of the Capital Securities.

              (b)    The Certificates  shall be signed on behalf of the Trust by
one or more  Administrators.  Such  signature  shall be the  facsimile or manual
signature of any Administrator. In case any Administrator of the Trust who shall
have signed any of the Securities  shall cease to be such  Administrator  before
the  Certificates so signed shall be delivered by the Trust,  such  Certificates
nevertheless may be delivered as though the person who signed such  Certificates
had not ceased to be such Administrator. Any Certificate may be signed on behalf
of the  Trust by such  person  who,  at the  actual  date of  execution  of such
Security,  shall be an Administrator  of the Trust,  although at the date of the
execution  and  delivery  of the  Declaration  any such  person  was not such an
Administrator.  A Capital Security shall not be valid until authenticated by the
manual signature of an Authorized  Officer of the  Institutional  Trustee.  Such
signature  shall be  conclusive  evidence  that the  Capital  Security  has been
authenticated under this Declaration.  Upon written order of the Trust signed by
one  Administrator,  the  Institutional  Trustee shall  authenticate the Capital
Securities  for  original  issue.  The  Institutional  Trustee  may  appoint  an
authenticating  agent  that  is  a  U.S.  Person  acceptable  to  the  Trust  to
authenticate  the  Capital  Securities.   A  Common  Security  need  not  be  so
authenticated and shall be valid upon execution by one or more Administrators.

                                      -29-
<PAGE>

              (c)    The  consideration  received by  the Trust for the issuance
of the Securities  shall  constitute a contribution  to the capital of the Trust
and shall not constitute a loan to the Trust.

              (d)    Upon  issuance  of the  Securities  as  provided  in   this
Declaration,  the  Securities  so issued  shall be deemed to be validly  issued,
fully paid and non-assessable,  and each Holder thereof shall be entitled to the
benefits provided by this Declaration.

              (e)    Every  Person,  by  virtue  of  having  become  a Holder in
accordance with the terms of this Declaration, shall be deemed to have expressly
assented and agreed to the terms of, and shall be bound by, this Declaration and
the Guarantee.

       SECTION  6.2.  Paying  Agent,  Transfer  Agent,   Calculation  Agent  and
Registrar.

              (a)    The  Trust  shall  maintain  in  Wilmington,  Delaware,  an
office or agency where the  Securities may be presented for payment (the "Paying
Agent"),  and  an  office  or  agency  where  Securities  may be  presented  for
registration  of transfer or exchange (the  "Transfer  Agent").  The Trust shall
keep or cause to be kept at such office or agency a register  for the purpose of
registering Securities and transfers and exchanges of Securities,  such register
to be held by a registrar (the "Registrar").  The Administrators may appoint the
Paying Agent,  the Registrar and the Transfer Agent, and may appoint one or more
additional Paying Agents, one or more co-Registrars,  or one or more co-Transfer
Agents in such other  locations as it shall  determine.  The term "Paying Agent"
includes  any  additional  Paying  Agent,  the  term  "Registrar"  includes  any

                                      -30-
<PAGE>


additional  Registrar or co-Registrar and the term "Transfer Agent" includes any
additional  Transfer Agent or co-Transfer  Agent. The  Administrators may change
any Paying Agent,  Transfer  Agent or Registrar at any time without prior notice
to any Holder. The Administrators shall notify the Institutional  Trustee of the
name and address of any Paying Agent,  Transfer  Agent and Registrar not a party
to  this   Declaration.   The   Administrators   hereby  initially  appoint  the
Institutional  Trustee to act as Paying Agent,  Transfer Agent and Registrar for
the Capital  Securities and the Common Securities at its Corporate Trust Office.
The Institutional  Trustee or any of its Affiliates in the United States may act
as Paying Agent, Transfer Agent or Registrar.

              (b)    The Capital Securities  sold by the  Trust  to  the Initial
Purchaser  pursuant to the Purchase  Agreement  shall be issued in the form of a
Global  Capital  Security,  registered  in the name of the  Depositary,  without
coupons and with the Restricted Securities Legend.

       SECTION 6.3. Form and Dating.

              (a)    The  Capital  Securities  and  the  Institutional Trustee's
certificate  of  authentication  thereon shall be  substantially  in the form of
Exhibit A-1, and the Common  Securities  shall be  substantially  in the form of
Exhibit A-2, each of which is hereby  incorporated  in and expressly made a part
of  this  Declaration.  Certificates  may be  typed,  printed,  lithographed  or
engraved or may be produced in any other manner as is  reasonably  acceptable to
the Administrators,  as conclusively  evidenced by their execution thereof.  The
Certificates   may  have   letters,   numbers,   notations  or  other  marks  of
identification or designation and such legends or endorsements  required by law,
stock exchange rule,  agreements to which the Trust is subject, if any, or usage
(provided, that any such notation, legend or endorsement is in a form acceptable
to the  Sponsor).  The Trust at the  direction of the Sponsor  shall furnish any
such  legend  not  contained  in  Exhibit  A-1 to the  Institutional  Trustee in
writing.  Each Capital  Security shall be dated the date of its  authentication.
The terms and provisions of the Securities set forth in Annex I and the forms of
Securities  set  forth in  Exhibits  A-1 and A-2 are  part of the  terms of this
Declaration  and  to the  extent  applicable,  the  Institutional  Trustee,  the
Delaware Trustee,  the  Administrators  and the Sponsor,  by their execution and
delivery of this  Declaration,  expressly agree to such terms and provisions and
to be bound thereby.  Capital  Securities will be issued only in blocks having a
stated liquidation amount of not less than $100,000.

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

       SECTION 6.4. Book-Entry Capital Securities.

              (a)    A Global  Capital Security may be exchanged, in whole or in
part, for Definitive Capital Securities  Certificates registered in the names of
Owners only if such exchange  complies with Article VIII and (i) the  Depositary
advises the  Administrators  and the  Institutional  Trustee in writing that the
Depositary   is  no  longer   willing  or  able  to   properly   discharge   its
responsibilities  with respect to the Global Capital Security,  and no qualified
successor is appointed by the Administrators  within ninety (90) days of receipt
of such notice,  (ii) the Depositary  ceases to be a clearing agency  registered
under the  Exchange  Act and the  Administrators  fail to  appoint  a  qualified
successor  within ninety (90) days of obtaining  knowledge of such event,  (iii)
the  Administrators at their option advise the Institutional  Trustee in writing
that the Trust elects to terminate the book-entry  system through the Depositary
or (iv) an Indenture  Event of Default has occurred and is continuing.  Upon the
occurrence of any event specified in clause (i), (ii),  (iii) or (iv) above, the
Administrators shall notify the Depositary and instruct the Depositary to notify
all Owners and the Institutional  Trustee of the occurrence of such event and of
the  availability  of  Definitive  Capital  Securities  Certificates  to  Owners
requesting  the  same.  Upon  the  issuance  of  Definitive  Capital  Securities
Certificates,  the Administrators and the Institutional  Trustee shall recognize
the  Holders of the  Definitive  Capital  Securities  Certificates  as  Holders.
Notwithstanding  the  foregoing,  if an Owner  wishes at any time to transfer an
interest in such Global  Capital  Security  to a Person  other than a QIB,  such
transfer shall be effected,  subject to the Applicable Depository Procedures, in
accordance  with the  provisions of this Section 6.4 and Article  VIII,  and the
transferee  shall  receive  a  Definitive  Capital  Securities   Certificate  in
connection  with such  transfer.  A holder of a  Definitive  Capital  Securities
Certificate  that  is a QIB  may  upon  request,  and  in  accordance  with  the
provisions  of this  Section  6.4 and Article  VIII,  exchange  such  Definitive
Capital  Securities  Certificate  for a beneficial  interest in a Global Capital
Security.

                                      -31-
<PAGE>


              (b)    If  any Global  Capital  Security  is to be  exchanged  for
Definitive  Capital  Securities  Certificates  or  canceled  in part,  or if any
Definitive Capital Securities Certificate is to be exchanged in whole or in part
for any Global Capital  Security,  then either (i) such Global Capital  Security
shall be so surrendered for exchange or cancellation as provided in this Section
6.4 and Article VIII or (ii) the aggregate  liquidation  amount  represented  by
such  Global  Capital  Security  shall be  reduced,  subject to Section  6.3, or
increased  by an amount  equal to the  liquidation  amount  represented  by that
portion of the Global Capital Security to be so exchanged or canceled,  or equal
to the  liquidation  amount  represented by such Definitive  Capital  Securities
Certificates to be so exchanged for any Global Capital Security, as the case may
be, by means of an appropriate  adjustment made on the records of the Securities
Registrar,   whereupon  the  Institutional   Trustee,  in  accordance  with  the
Applicable  Depositary   Procedures,   shall  instruct  the  Depositary  or  its
authorized  representative  to make a  corresponding  adjustment to its records.
Upon any such  surrender to the  Administrators  or the  Registrar of any Global
Capital  Security or Securities by the  Depositary,  accompanied by registration
instructions,  the  Administrators,  or  any  one of  them,  shall  execute  the
Definitive Capital  Securities  Certificates in accordance with the instructions
of the Depositary. None of the Registrar,  Administrators,  or the Institutional
Trustee shall 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.

              (c)    Every Definitive Capital  Securities  Certificate  executed
and delivered  upon  registration  or transfer of, or in exchange for or in lieu
of, a Global  Capital  Security or any  portion  thereof  shall be executed  and
delivered in the form of, and shall be, a Global Capital  Security,  unless such
Definitive Capital Securities  Certificate is registered in the name of a Person
other than the Depositary for such Global Capital Security or a nominee thereof.

              (d)    The  Depositary or its nominee,  as registered  owner  of a
Global Capital Security, shall be the Holder of such Global Capital Security for
all purposes under this Declaration and the Global Capital Security,  and Owners
with respect to a Global Capital Security shall hold such interests  pursuant to
the Applicable Depositary Procedures.  The Registrar, the Administrators and the
Institutional  Trustee  shall be  entitled to deal with the  Depositary  for all
purposes  of  this  Declaration   relating  to  the  Global  Capital  Securities
(including the payment of the  liquidation  amount of and  Distributions  on the
Book-Entry Capital Securities represented thereby and the giving of instructions
or  directions by Owners  represented  thereby and the giving of notices) as the
sole Holder of the Book-Entry Capital Securities  represented  thereby and shall
have no  obligations  to the Owners  thereof.  None of the  Administrators,  the
Institutional  Trustee nor the Registrar  shall have any liability in respect of
any transfers effected by the Depositary.

              (e)    The   rights  of  the  Owners  of  the  Book-Entry  Capital
Securities  shall be exercised  only through the Depositary and shall be limited
to those established by law, the Applicable Depositary Procedures and agreements
between  such  Owners and the  Depositary  and/or the  Depositary  Participants;
provided,  solely for the  purpose of  determining  whether  the  Holders of the
requisite amount of Capital  Securities have voted on any matter provided for in
this  Declaration,  to the extent that Capital  Securities are  represented by a
Global Capital Security,  the Administrators  and the Institutional  Trustee may
conclusively  rely on, and shall be fully  protected  in relying on, any written
instrument  (including a proxy)  delivered to the  Institutional  Trustee by the
Depositary setting forth the Owners' votes or assigning the right to vote on any
matter  to any other  Persons  either in whole or in part.  To the  extent  that
Capital  Securities are  represented by a Global Capital  Security,  the initial
Depositary will make book-entry transfers among the Depositary  Participants and
receive and transmit payments on the Capital  Securities that are represented by
a Global  Capital  Security  to such  Depositary  Participants,  and none of the
Sponsor,  the  Administrators  or  the  Institutional  Trustee  shall  have  any
responsibility or obligation with respect thereto.

                                      -32-
<PAGE>


              (f)    To the extent that a notice or other  communication  to the
Holders is required under this  Declaration,  for so long as Capital  Securities
are  represented  by a  Global  Capital  Security,  the  Administrator  and  the
Institutional  Trustee  shall give all such  notices and  communications  to the
Depositary, and shall have no obligations to the Owners.

       SECTION 6.5. Mutilated, Destroyed, Lost or Stolen Certificates. If:

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

              (b)    there   shall   be   delivered   to  the   Registrar,   the
Administrators  and the Institutional  Trustee such security or indemnity as may
be  required  by them to keep each of them  harmless;  then,  in the  absence of
notice that such Certificate  shall have been acquired by a bona fide purchaser,
an  Administrator  on behalf of the Trust  shall  execute  (and in the case of a
Capital Security Certificate,  the Institutional Trustee shall authenticate) and
deliver,  in exchange for or in lieu of any such mutilated,  destroyed,  lost or
stolen Certificate,  a new Certificate of like denomination.  In connection with
the issuance of any new Certificate under this Section 6.4, the Registrar or the
Administrators  may require the payment of a sum  sufficient to cover any tax or
other  governmental  charge  that may be imposed in  connection  therewith.  Any
duplicate   Certificate   issued  pursuant  to  this  Section  shall  constitute
conclusive evidence of an ownership interest in the relevant  Securities,  as if
originally  issued,  whether or not the lost,  stolen or  destroyed  Certificate
shall be found at any time.

       SECTION 6.6. Temporary Securities.  Until definitive Securities are ready
for  delivery,  the  Administrators  may prepare and, in the case of the Capital
Securities, the Institutional Trustee shall authenticate,  temporary Securities.
Temporary Securities shall be substantially in form of definitive Securities but
may have variations that the Administrators  consider  appropriate for temporary
Securities. Without unreasonable delay, the Administrators shall prepare and, in
the case of the Capital Securities, the Institutional Trustee shall authenticate
definitive Securities in exchange for temporary Securities.

       SECTION 6.7.  Cancellation.  The  Administrators  at any time may deliver
Securities to the Institutional  Trustee for  cancellation.  The Registrar shall
forward  to the  Institutional  Trustee  any  Securities  surrendered  to it for
registration of transfer, redemption or payment. The Institutional Trustee shall
promptly  cancel  all  Securities  surrendered  for  registration  of  transfer,
payment,  replacement  or  cancellation  and  shall  dispose  of  such  canceled
Securities as the  Administrators  direct.  The Administrators may not issue new
Securities to replace Securities that have been paid or that have been delivered
to the Institutional Trustee for cancellation.

                                      -33-
<PAGE>


       SECTION 6.8. Rights of Holders; Waivers of Past Defaults.

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

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

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

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

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

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

                            (C) all payments on any Debentures  that have become
                     due otherwise than by such  declaration of acceleration and
                     interest and Deferred Interest thereon at the rate borne by
                     the Debentures; and

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

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

                                      -34-
<PAGE>


              (d)    The  Holders  of  not less than a Majority  in  liquidation
amount of the  Capital  Securities  may,  on behalf  of the  Holders  of all the
Capital Securities, waive any past default or Event of Default, except a default
or Event of Default in the payment of principal or interest (unless such default
or Event of  Default  has been  cured and a sum  sufficient  to pay all  matured
installments  of interest and principal due otherwise than by  acceleration  has
been deposited  with the Debenture  Trustee) or a default or Event of Default in
respect of a covenant or provision  that under the Indenture  cannot be modified
or amended without the consent of the holder of each outstanding  Debenture.  No
such  rescission  shall  affect  any  subsequent  default  or  impair  any right
consequent thereon.

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

              (f)    Except as  otherwise  provided in  this  Section  6.7,  the
Holders  of not less  than a  Majority  in  liquidation  amount  of the  Capital
Securities  may, on behalf of the Holders of all the Capital  Securities,  waive
any past default or Event of Default and its consequences. Upon such waiver, any
such default or Event of Default shall cease to exist,  and any default or Event
of  Default  arising  therefrom  shall be deemed to have been  cured,  for every
purpose of this  Declaration,  but no such waiver shall extend to any subsequent
or other default or Event of Default or impair any right consequent thereon.

                                   ARTICLE VII
                      DISSOLUTION AND TERMINATION OF TRUST

       SECTION 7.1.  Dissolution  and  Termination of Trust.  i) The Trust shall
dissolve on the first to occur of

                     (i)  unless  earlier  dissolved,  on  April  7,  2041,  the
              expiration of the term of the Trust;

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

                                      -35-
<PAGE>


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

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

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

                     (vi) when all of the Securities  shall have been called for
              redemption and the amounts necessary for redemption  thereof shall
              have been paid to the Holders in accordance  with the terms of the
              Securities; or

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

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

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

                                  ARTICLE VIII
                              TRANSFER OF INTERESTS

       SECTION 8.1. General. ii) Subject to Section 6.4 and Section 8.1(c), when
Capital  Securities  are presented to the Registrar with a request to register a
transfer  or to  exchange  them  for  an  equal  number  of  Capital  Securities
represented by different Certificates, the Registrar shall register the transfer
or  make  the  exchange  if  the  requirements  provided  for  herein  for  such
transactions are met. To permit  registrations  of transfers and exchanges,  the
Trust shall  issue and the  Institutional  Trustee  shall  authenticate  Capital
Securities at the Registrar's request.

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

                                      -36-
<PAGE>


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

              (d)    The  Registrar   shall  provide  for  the  registration  of
Securities and of transfers of Securities, which will be effected without charge
but only upon  payment  (with such  indemnity as the  Registrar  may require) in
respect of any tax or other governmental charges that may be imposed in relation
to it. Upon  surrender  for  registration  of transfer  of any  Securities,  the
Registrar shall cause one or more new Securities to be issued in the name of the
designated transferee or transferees.  Any Security issued upon any registration
of transfer or exchange pursuant to the terms of this Declaration shall evidence
the  same  Security  and  shall be  entitled  to the same  benefits  under  this
Declaration as the Security  surrendered  upon such  registration of transfer or
exchange.  Every  Security  surrendered  for  registration  of transfer shall be
accompanied  by a written  instrument  of transfer in form similar to Exhibits B
and C attached hereto  satisfactory to the Registrar duly executed by the Holder
or such Holder's attorney duly authorized in writing.  Each Security surrendered
for  registration  of transfer  shall be canceled by the  Institutional  Trustee
pursuant to Section  6.6. A  transferee  of a Security  shall be entitled to the
rights and subject to the obligations of a Holder  hereunder upon the receipt by
such  transferee of a Security.  By acceptance  of a Security,  each  transferee
shall be deemed to have agreed to be bound by this Declaration.

              (e)    Neither the  Trust nor the Registrar  shall be required (i)
to issue,  register the transfer of, or exchange any Securities  during a period
beginning at the opening of business 15 days before the day of any  selection of
Securities  for  redemption  and ending at the close of business on the earliest
date on which the relevant  notice of redemption is deemed to have been given to
all Holders of the  Securities to be redeemed,  or (ii) to register the transfer
or exchange of any  Security so  selected  for  redemption  in whole or in part,
except the unredeemed portion of any Security being redeemed in part.

       SECTION 8.2. Transfer Procedures and Restrictions.

              (a)    The  Capital   Securities   shall   bear   the   Restricted
Securities Legend (as defined below), which shall not be removed unless there is
delivered to the Trust such satisfactory evidence,  which may include an opinion
of  counsel  reasonably  acceptable  to  the  Institutional  Trustee,  as may be
reasonably  required by the Trust,  that neither the legend nor the restrictions
on transfer  set forth  therein are  required to ensure that  transfers  thereof
comply with the provisions of the Securities Act or that such Securities are not
"restricted"  within the  meaning  of Rule 144 under the  Securities  Act.  Upon
provision of such  satisfactory  evidence,  the  Institutional  Trustee,  at the
written  direction  of  the  Trust,   shall  authenticate  and  deliver  Capital
Securities that do not bear the Restricted Securities Legend.

                                      -37-
<PAGE>


              (b)    When Capital  Securities are presented to the Registrar (x)
to register  the transfer of such Capital  Securities,  or (y) to exchange  such
Capital  Securities  for an equal number of Capital  Securities  represented  by
different  Certificates,  the Registrar  shall register the transfer or make the
exchange as requested if its reasonable  requirements  for such  transaction are
met; provided, however, that the Capital Securities surrendered for registration
of transfer  or exchange  shall be duly  endorsed  or  accompanied  by a written
instrument  of transfer  in form  reasonably  satisfactory  to the Trust and the
Registrar,  duly executed by the Holder thereof or his attorney duly  authorized
in writing and (i) if such Capital  Securities  are being  transferred to a QIB,
accompanied  by a certificate of the  transferor  substantially  in the form set
forth  as  Exhibit  C  hereto  or (ii)  if such  Capital  Securities  are  being
transferred  otherwise  than  to a  QIB,  accompanied  by a  certificate  of the
transferee substantially in the form set forth as Exhibit B hereto.

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

       THIS  CAPITAL  SECURITY  IS A GLOBAL  SECURITY  WITHIN THE MEANING OF THE
DECLARATION  HEREINAFTER  REFERRED  TO AND IS  REGISTERED  IN  THE  NAME  OF THE
DEPOSITORY  TRUST COMPANY ("DTC") OR A NOMINEE OF DTC. THIS CAPITAL  SECURITY IS
EXCHANGEABLE  FOR CAPITAL  SECURITIES  REGISTERED  IN THE NAME OF A PERSON OTHER
THAN DTC OR ITS  NOMINEE  ONLY IN THE  LIMITED  CIRCUMSTANCES  DESCRIBED  IN THE
DECLARATION,  AND NO TRANSFER OF THIS CAPITAL SECURITY (OTHER THAN A TRANSFER OF
THIS  CAPITAL  SECURITY AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF
DTC TO DTC OR  ANOTHER  NOMINEE  OF DTC) MAY BE  REGISTERED  EXCEPT  IN  LIMITED
CIRCUMSTANCES.

       UNLESS THIS CAPITAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC TO  TOWER  GROUP  STATUTORY  TRUST V OR ITS  AGENT  FOR  REGISTRATION  OF
TRANSFER,  EXCHANGE OR PAYMENT, AND ANY CAPITAL SECURITY ISSUED IS REGISTERED AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN  AUTHORIZED  REPRESENTATIVE  OF DTC),
ANY  TRANSFER,  PLEDGE OR OTHER USE HEREOF FOR VALUE OR  OTHERWISE  BY OR TO ANY
PERSON IS WRONGFUL  INASMUCH AS THE REGISTERED OWNER HEREOF,  CEDE & CO., HAS AN
INTEREST HEREIN.

       THIS SECURITY HAS NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE  "SECURITIES  ACT"),  OR ANY STATE  SECURITIES LAWS OR ANY OTHER
APPLICABLE   SECURITIES  LAWS.   NEITHER  THIS  SECURITY  NOR  ANY  INTEREST  OR
PARTICIPATION  HEREIN MAY BE REOFFERED,  SOLD, ASSIGNED,  TRANSFERRED,  PLEDGED,
ENCUMBERED  OR  OTHERWISE  DISPOSED  OF IN THE ABSENCE OF SUCH  REGISTRATION  OR
UNLESS SUCH  TRANSACTION  IS EXEMPT  FROM,  OR NOT SUBJECT TO, THE  REGISTRATION
REQUIREMENTS  OF  THE  SECURITIES  ACT.  THE  HOLDER  OF  THIS  SECURITY  BY ITS
ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY
(A) TO THE DEBENTURE ISSUER OR THE TRUST, (B) PURSUANT TO AND IN ACCORDANCE WITH
RULE 144A  UNDER THE  SECURITIES  ACT  ("RULE  144A"),  TO A PERSON  THE  HOLDER
REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A
THAT  PURCHASES  FOR  ITS  OWN  ACCOUNT  OR  FOR  THE  ACCOUNT  OF  A  QUALIFIED

                                      -38-
<PAGE>


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

       THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE  HEREOF AGREES,  REPRESENTS
AND  WARRANTS  THAT IT WILL NOT ENGAGE IN HEDGING  TRANSACTIONS  INVOLVING  THIS
SECURITY UNLESS SUCH TRANSACTIONS ARE IN COMPLIANCE WITH THE SECURITIES ACT.

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

                                      -39-
<PAGE>


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

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

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

              (e)    Each party  hereto  understands  and hereby agrees that the
Initial  Purchaser  is  intended  solely to be an interim  holder of the Capital
Securities and is purchasing such  securities to facilitate  consummation of the
transactions   contemplated  herein  and  in  the  documents  ancillary  hereto.
Notwithstanding  any provision in this Declaration to the contrary,  the Initial
Purchaser shall have the right upon notice (a "Transfer  Notice") (such Transfer
Notice shall be required if, and only if, the Capital  Securities are not listed
with the Depository Trust Company) to the Institutional  Trustee and the Sponsor
to  transfer  title  in and to the  Capital  Securities,  provided  the  Initial
Purchaser  shall take  reasonable  steps to ensure that such  transfer is exempt
from  registration  under the  Securities  Act of 1933,  as  amended,  and rules
promulgated  thereunder.  Any Transfer  Notice  delivered  to the  Institutional
Trustee and Sponsor  pursuant  to the  preceding  sentence  shall  indicate  the
aggregate  liquidation amount of Capital Securities being transferred,  the name
and address of the transferee  thereof (the  "Transferee")  and the date of such
transfer. Notwithstanding any provision in this Declaration to the contrary, the
transfer by the  Initial  Purchaser  of title in and to the  Capital  Securities
pursuant to a Transfer Notice shall not be subject to any  requirement  relating
to  Opinions  of  Counsel,  Certificates  of  Transfer  or any other  Opinion or
Certificate   applicable   to  transfers   hereunder  and  relating  to  Capital
Securities.

                                      -40-
<PAGE>


       SECTION 8.3. Deemed Security Holders. The Trust, the Administrators,  the
Trustees,  the Paying Agent,  the Transfer  Agent or the Registrar may treat the
Person  in whose  name any  Certificate  shall be  registered  on the  books and
records  of  the  Trust  as the  sole  holder  of  such  Certificate  and of the
Securities   represented   by  such   Certificate   for  purposes  of  receiving
Distributions and for all other purposes whatsoever and, accordingly,  shall not
be bound to  recognize  any  equitable  or other  claim to or  interest  in such
Certificate or in the Securities  represented by such Certificate on the part of
any Person,  whether or not the Trust,  the  Administrators,  the Trustees,  the
Paying Agent,  the Transfer  Agent or the  Registrar  shall have actual or other
notice thereof.

                                   ARTICLE IX
                       LIMITATION OF LIABILITY OF HOLDERS
                        OF SECURITIES, TRUSTEES OR OTHERS

       SECTION  9.1.  Liability.  iii)  Except  as  expressly  set forth in this
Declaration,  the Guarantee and the terms of the  Securities,  the Sponsor shall
not be:

                     (i) personally  liable for the return of any portion of the
              capital  contributions  (or any return  thereon) of the Holders of
              the  Securities  which  shall be made  solely  from  assets of the
              Trust; and

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

              (b)    The  Holder of the Common  Securities  shall  be liable for
all of the debts and  obligations  of the Trust  (other than with respect to the
Securities) to the extent not satisfied out of the Trust's assets.

              (c)    Except  to the  extent  provided  in  Section  9.1(b),  and
pursuant  to  ss.  3803(a)  of the  Statutory  Trust  Act,  the  Holders  of the
Securities  shall be  entitled  to the same  limitation  of  personal  liability
extended to stockholders of private  corporations for profit organized under the
General  Corporation  Law  of  the  State  of  Delaware,   except  as  otherwise
specifically set forth herein.

       SECTION  9.2.  Exculpation.  iv) No  Indemnified  Person shall be liable,
responsible  or  accountable in damages or otherwise to the Trust or any Covered
Person for any loss,  damage or claim  incurred by reason of any act or omission
performed or omitted by such  Indemnified  Person in good faith on behalf of the
Trust and in a manner such Indemnified  Person reasonably  believed to be within
the  scope  of the  authority  conferred  on  such  Indemnified  Person  by this
Declaration  or by  law,  except  that  an  Indemnified  Person  (other  than an
Administrator)  shall be liable for any such loss,  damage or claim  incurred by
reason of such  Indemnified  Person's  negligence  or  willful  misconduct  with
respect to such acts or  omissions  and except  that an  Administrator  shall be
liable  for  any  such  loss,  damage  or  claim  incurred  by  reason  of  such
Administrator's gross negligence or willful misconduct with respect to such acts
or omissions.

                                      -41-
<PAGE>


              (b)    An Indemnified  Person  shall be fully protected in relying
in good faith upon the records of the Trust and upon such information, opinions,
reports or  statements  presented  to the Trust by any Person as to matters  the
Indemnified   Person   reasonably   believes  are  within  such  other  Person's
professional or expert  competence and, if selected by such Indemnified  Person,
has been  selected  by such  Indemnified  Person with  reasonable  care by or on
behalf of the Trust, including information,  opinions,  reports or statements as
to the value and amount of the assets, liabilities, profits, losses or any other
facts  pertinent to the existence and amount of assets from which  Distributions
to Holders of Securities might properly be paid.

       SECTION 9.3.  Fiduciary Duty. v) To the extent that, at law or in equity,
an Indemnified  Person has duties  (including  fiduciary duties) and liabilities
relating  thereto to the Trust or to any other Covered  Person,  an  Indemnified
Person acting under this Declaration  shall not be liable to the Trust or to any
other  Covered  Person for its good faith  reliance  on the  provisions  of this
Declaration.  The  provisions  of this  Declaration,  to the  extent  that  they
restrict the duties and liabilities of an Indemnified  Person otherwise existing
at law or in equity (other than the duties imposed on the Institutional  Trustee
under the Trust Indenture Act), are agreed by the parties hereto to replace such
other duties and liabilities of the Indemnified Person.

              (b)    Whenever  in this  Declaration  an  Indemnified  Person  is
permitted or required to make a decision:

                     (i) in  its  "discretion"  or  under  a  grant  of  similar
              authority,  the  Indemnified  Person shall be entitled to consider
              such  interests  and  factors  as it  desires,  including  its own
              interests,  and  shall  have  no duty or  obligation  to give  any
              consideration to any interest of or factors affecting the Trust or
              any other Person,  provided,  however,  that such individual shall
              consider the interests of another  person to the extent  expressly
              required pursuant to the terms set forth herein; or

                     (ii) under an express standard (for example, "good faith"),
              the Indemnified  Person shall act under such express  standard and
              shall not be subject to any other or different standard imposed by
              this Declaration or by applicable law.

       SECTION 9.4. Indemnification. vi) (1) The Sponsor shall indemnify, to the
fullest extent permitted by law, any Indemnified Person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other  than an action  by or in the  right of the  Trust) by reason of the fact
that such Person is or was an  Indemnified  Person against  expenses  (including
attorneys' fees and expenses),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by such Person in connection with such action,
suit or  proceeding  if such  Person  acted in good  faith and in a manner  such
Person reasonably  believed to be in or not opposed to the best interests of the
Trust and not negligent, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe such conduct was unlawful. The termination of
any action, suit or proceeding by judgment,  order, settlement,  conviction,  or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption  that the  Indemnified  Person  did not act in good  faith  and in a
manner which such Person reasonably believed to be in or not opposed to the best
interests of the Trust,  and, with respect to any criminal action or proceeding,
had reasonable cause to believe that such conduct was unlawful.

                                      -42-
<PAGE>


                     (ii) The Sponsor  shall  indemnify,  to the fullest  extent
              permitted by law, any Indemnified  Person who was or is a party or
              is  threatened  to be made a party to any  threatened,  pending or
              completed  action  or  suit by or in the  right  of the  Trust  to
              procure  a  judgment  in its favor by reason of the fact that such
              Person is or was an Indemnified Person against expenses (including
              reasonable  attorneys' fees and expenses)  actually and reasonably
              incurred  by  such  Person  in  connection  with  the  defense  or
              settlement  of such  action or suit if such  Person  acted in good
              faith and in a manner such Person reasonably  believed to be in or
              not opposed to the best  interests of the Trust and not negligent,
              and except that no such  indemnification  shall be made in respect
              of any claim,  issue or matter as to which such Indemnified Person
              shall have been adjudged to be liable to the Trust unless and only
              to the extent  that the Court of Chancery of Delaware or the court
              in which such  action or suit was  brought  shall  determine  upon
              application  that,  despite the  adjudication  of liability but in
              view of all the  circumstances  of the case, such Person is fairly
              and reasonably  entitled to indemnity for such expenses which such
              Court of Chancery or such other court shall deem proper.

                     (iii) To the extent  that an  Indemnified  Person  shall be
              successful on the merits or otherwise  (including  dismissal of an
              action  without  prejudice or the  settlement of an action without
              admission  of  liability)  in  defense  of  any  action,  suit  or
              proceeding  referred to in paragraphs (i) and (ii) of this Section
              9.4(a), or in defense of any claim, issue or matter therein,  such
              Person shall be  indemnified,  to the fullest extent  permitted by
              law,  against  expenses  (including  attorneys' fees and expenses)
              actually  and  reasonably  incurred by such  Person in  connection
              therewith.

                     (iv)  Any   indemnification   of  an  Administrator   under
              paragraphs (i) and (ii) of this Section 9.4(a) (unless  ordered by
              a court)  shall be made by the Sponsor only as  authorized  in the
              specific case upon a  determination  that  indemnification  of the
              Indemnified  Person is proper in the  circumstances  because  such
              Person has met the  applicable  standard  of conduct  set forth in
              paragraphs (i) and (ii). Such  determination  shall be made (A) by
              the  Administrators  by a majority vote of a Quorum  consisting of
              such  Administrators who were not parties to such action,  suit or
              proceeding,  (B) if such a Quorum is not  obtainable,  or, even if
              obtainable,  if  a  Quorum  of  disinterested   Administrators  so
              directs, by independent legal counsel in a written opinion, or (C)
              by the Common Security Holder of the Trust.

                     (v)  To the  fullest  extent  permitted  by  law,  expenses
              (including   attorneys'   fees  and   expenses)   incurred  by  an
              Indemnified Person in defending a civil, criminal,  administrative
              or  investigative  action,  suit  or  proceeding  referred  to  in
              paragraphs  (i) and (ii) of this  Section  9.4(a) shall be paid by
              the Sponsor in advance of the final  disposition  of such  action,
              suit or proceeding  upon receipt of an undertaking by or on behalf
              of such  Indemnified  Person  to  repay  such  amount  if it shall
              ultimately  be  determined  that such Person is not entitled to be
              indemnified  by the Sponsor as authorized in this Section  9.4(a).
              Notwithstanding  the  foregoing,  no advance  shall be made by the
              Sponsor if a determination  is reasonably and promptly made (1) in
              the case of a Company Indemnified Person (A) by the Administrators

                                      -43-
<PAGE>


              by a majority  vote of a Quorum of  disinterested  Administrators,
              (B) if such a Quorum is not obtainable, or, even if obtainable, if
              a  Quorum  of   disinterested   Administrators   so  directs,   by
              independent  legal  counsel  in a  written  opinion  or (C) by the
              Common  Security Holder of the Trust,  that,  based upon the facts
              known to the Administrators, counsel or the Common Security Holder
              at the time such  determination is made, such  Indemnified  Person
              acted in bad faith or in a manner that such Person either believed
              to be opposed to or did not believe to be in the best interests of
              the Trust, or, with respect to any criminal proceeding,  that such
              Indemnified  Person  believed or had  reasonable  cause to believe
              such  conduct  was  unlawful,  or (2) in the  case of a  Fiduciary
              Indemnified  Person,  by  independent  legal  counsel in a written
              opinion  that,  based upon the facts  known to the  counsel at the
              time such  determination is made, such Indemnified Person acted in
              bad  faith or in a manner  that  such  Indemnified  Person  either
              believed  to be  opposed  to or did not  believe to be in the best
              interests  of  the  Trust,   or,  with  respect  to  any  criminal
              proceeding,   that  such   Indemnified   Person  believed  or  had
              reasonable cause to believe such conduct was unlawful. In no event
              shall any advance be made (i) to a Company  Indemnified  Person in
              instances where the  Administrators,  independent legal counsel or
              the Common Security Holder  reasonably  determine that such Person
              deliberately  breached  such  Person's  duty to the  Trust  or its
              Common  or  Capital  Security  Holders  or  (ii)  to  a  Fiduciary
              Indemnified  Person in instances where  independent  legal counsel
              promptly and reasonably  determines in a written opinion that such
              Person  deliberately  breached  such Person's duty to the Trust or
              its Common or Capital Security Holders.

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

              (c) The   indemnification  and  advancement of  expenses  provided
by, or granted  pursuant to, the other  paragraphs of this Section 9.4 shall not
be deemed  exclusive of any other rights to which those seeking  indemnification
and  advancement  of  expenses  may be  entitled  under any  agreement,  vote of
stockholders  or  disinterested  directors  of the  Sponsor or Capital  Security
Holders of the Trust or otherwise,  both as to action in such Person's  official
capacity and as to action in another  capacity  while  holding such office.  All
rights to indemnification  under this Section 9.4 shall be deemed to be provided
by a contract between the Sponsor and each Indemnified Person who serves in such
capacity  at any time  while  this  Section  9.4 is in  effect.  Any  repeal  or
modification of this Section 9.4 shall not affect any rights or obligations then
existing.

                                      -44-
<PAGE>


              (d)  The   Sponsor  or  the  Trust  may   purchase  and   maintain
insurance on behalf of any Person who is or was an  Indemnified  Person  against
any  liability  asserted  against such Person and incurred by such Person in any
such capacity,  or arising out of such Person's  status as such,  whether or not
the Sponsor would have the power to indemnify such Person against such liability
under the provisions of this Section 9.4.

              (e)    For  purposes  of  this  Section  9.4,  references  to "the
Trust" shall  include,  in addition to the  resulting or surviving  entity,  any
constituent  entity  (including any constituent of a constituent)  absorbed in a
consolidation or merger,  so that any Person who is or was a director,  trustee,
officer or  employee  of such  constituent  entity,  or is or was serving at the
request of such constituent entity as a director,  trustee, officer, employee or
agent of another  entity,  shall stand in the same position under the provisions
of this  Section 9.4 with respect to the  resulting or surviving  entity as such
Person  would  have with  respect  to such  constituent  entity if its  separate
existence had continued.

              (f)    The  indemnification   and advancement of expenses provided
by, or granted pursuant to, this Section 9.4 shall,  unless  otherwise  provided
when  authorized  or  ratified,  continue as to a Person who has ceased to be an
Indemnified  Person and shall inure to the benefit of the heirs,  executors  and
administrators of such a Person.

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

       SECTION 9.5. Outside  Businesses.  Any Covered Person,  the Sponsor,  the
Delaware Trustee and the  Institutional  Trustee (subject to Section 4.3(c)) may
engage in or possess an  interest  in other  business  ventures of any nature or
description, independently or with others, similar or dissimilar to the business
of the Trust,  and the Trust and the Holders of Securities  shall have no rights
by virtue of this Declaration in and to such independent  ventures or the income
or profits  derived  therefrom,  and the  pursuit of any such  venture,  even if
competitive  with the  business  of the Trust,  shall not be deemed  wrongful or
improper.  None of any Covered Person, the Sponsor,  the Delaware Trustee or the
Institutional Trustee shall be obligated to present any particular investment or
other  opportunity to the Trust even if such opportunity is of a character that,
if presented to the Trust,  could be taken by the Trust, and any Covered Person,
the Sponsor,  the Delaware Trustee and the Institutional  Trustee shall have the
right to take for its own account (individually or as a partner or fiduciary) or
to recommend to others any such particular investment or other opportunity.  Any
Covered Person, the Delaware Trustee and the Institutional Trustee may engage or
be  interested  in any  financial or other  transaction  with the Sponsor or any
Affiliate of the Sponsor, or may act as depositary for, trustee or agent for, or
act on any committee or body of holders of,  securities or other  obligations of
the Sponsor or its Affiliates.

                                      -45-
<PAGE>


       SECTION 9.6.  Compensation;  Fee. vii) Unless  otherwise set forth in the
Fee Agreement of even date herewith, the Sponsor agrees:

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

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

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

                                    ARTICLE X
                                   ACCOUNTING

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

       SECTION 10.2. Certain Accounting Matters.

              (a)    At all  times  during  the  existence  of the  Trust,  the
Administrators  shall keep, or cause to be kept at the  principal  office of the
Trust in the United States, as defined for purposes of Treasury  Regulations ss.
301.7701-7, full books of account, records and supporting documents, which shall
reflect in reasonable detail each transaction of the Trust. The books of account
shall be  maintained on the accrual  method of  accounting,  in accordance  with
generally accepted accounting principles, consistently applied.

              (b)    The  Administrators  shall either (i) cause each Form 10-K
and  Form  10-Q  prepared  by the  Sponsor  and  filed  with the  Commission  in
accordance  with the Exchange Act to be delivered to each Holder of  Securities,
within 90 days  after the  filing of each Form 10-K and within 30 days after the
filing of each Form 10-Q or (ii) cause to be prepared at the principal office of
the Trust in the United States, as defined for purposes of Treasury  Regulations
ss.  301.7701-7,  and delivered to each of the Holders of Securities,  within 90
days after the end of each Fiscal Year of the Trust, annual financial statements
of the  Trust,  including  a  balance  sheet of the  Trust as of the end of such
Fiscal Year, and the related statements of income or loss.

                                      -46-
<PAGE>


              (c)    The  Administrators  shall  cause to be duly  prepared  and
delivered  to each of the Holders of  Securities  Form 1099 or such other annual
United States federal  income tax  information  statement  required by the Code,
containing such information with regard to the Securities held by each Holder as
is required by the Code and the Treasury Regulations.  Notwithstanding any right
under the Code to deliver any such statement at a later date, the Administrators
shall  endeavor to deliver all such  statements  within 30 days after the end of
each Fiscal Year of the Trust.

              (d)    The Administrators  shall  cause to be duly prepared in the
United States, as defined for purposes of Treasury  Regulations ss.  301.7701-7,
and filed an annual  United States  federal  income tax return on a Form 1041 or
such other form required by United States  federal income tax law, and any other
annual income tax returns required to be filed by the  Administrators  on behalf
of the Trust with any state or local taxing authority.

              (e)    So  long   as   the   Capital   Securities   shall   remain
outstanding,  the  Administrators  will cause the  Sponsor's  reports filed with
state and federal  agencies to be delivered to the Holders  promptly  after such
filing.

       SECTION 10.3. Banking. The Trust shall maintain one or more bank accounts
in the United  States,  as defined  for  purposes of  Treasury  Regulations  ss.
301.7701-7,  in the  name  and for the  sole  benefit  of the  Trust;  provided,
however,  that all  payments of funds in respect of the  Debentures  held by the
Institutional  Trustee  shall be made  directly to the  Property  Account and no
other funds of the Trust shall be deposited in the  Property  Account.  The sole
signatories  for  such  accounts  (including  the  Property  Account)  shall  be
designated by the Institutional Trustee.

       SECTION 10.4. Withholding.  The Institutional Trustee or any Paying Agent
and the  Administrators  shall comply with all  withholding  requirements  under
United States  federal,  state and local law. The  Institutional  Trustee or any
Paying Agent shall request,  and each Holder shall provide to the  Institutional
Trustee or any Paying  Agent,  such forms or  certificates  as are  necessary to
establish  an exemption  from  withholding  with respect to the Holder,  and any
representations  and forms as shall reasonably be requested by the Institutional
Trustee or any Paying  Agent to assist it in  determining  the extent of, and in
fulfilling, its withholding obligations.  The Administrators shall file required
forms with applicable jurisdictions and, unless an exemption from withholding is
properly  established by a Holder,  shall remit amounts withheld with respect to
the Holder to  applicable  jurisdictions.  To the extent that the  Institutional
Trustee or any Paying  Agent is required to withhold and pay over any amounts to
any authority with respect to  distributions  or allocations to any Holder,  the
amount withheld shall be deemed to be a Distribution to the Holder in the amount
of the withholding.  In the event of any claimed overwithholding,  Holders shall
be limited  to an action  against  the  applicable  jurisdiction.  If the amount
required to be withheld was not withheld  from actual  Distributions  made,  the
Institutional Trustee or any Paying Agent may reduce subsequent Distributions by
the amount of such withholding.

                                   ARTICLE XI
                             AMENDMENTS AND MEETINGS

       SECTION  11.1.  Amendments.  viii) Except as  otherwise  provided in this
Declaration or by any applicable  terms of the Securities,  this Declaration may
only be amended by a written instrument approved and executed by:

                                      -47-
<PAGE>


                     (i) the Institutional Trustee,

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

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

                     (iv) the Holders of a Majority in liquidation amount of the
              Common Securities. (b) Notwithstanding any other provision of this
              Article XI, no  amendment  shall be made,  and any such  purported
              amendment shall be void and ineffective:

                     (i)  unless  the  Institutional  Trustee  shall  have first
              received

                            (A) an Officers'  Certificate from each of the Trust
                     and the Sponsor that such  amendment  is permitted  by, and
                     conforms to, the terms of this  Declaration  (including the
                     terms of the Securities); and

                            (B) an opinion of counsel (who may be counsel to the
                     Sponsor or the Trust) that such  amendment is permitted by,
                     and conforms to, the terms of this  Declaration  (including
                     the  terms  of the  Securities)  and  that  all  conditions
                     precedent to the execution  and delivery of such  amendment
                     have been satisfied; or

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

                            (A) cause the  Trust to cease to be  classified  for
                     purposes  of United  States  federal  income  taxation as a
                     grantor trust;

                            (B) reduce or otherwise  adversely affect the powers
                     of the Institutional  Trustee in contravention of the Trust
                     Indenture Act; or

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

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

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

                                      -48-
<PAGE>


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

              (f)    The rights  of the  Holders of the Capital  Securities  and
Common Securities,  as applicable,  under Article IV to increase or decrease the
number of, and  appoint and remove,  Trustees  shall not be amended  without the
consent of the  Holders  of a  Majority  in  liquidation  amount of the  Capital
Securities or Common Securities, as applicable.

              (g)    This  Declaration  may  be  amended  by  the  Institutional
Trustee  and the  Holder of a  Majority  in  liquidation  amount  of the  Common
Securities without the consent of the Holders of the Capital Securities to:

                     (i) cure any ambiguity;

                     (ii)   correct  or   supplement   any   provision  in  this
              Declaration  that may be defective or inconsistent  with any other
              provision of this Declaration;

                     (iii) add to the covenants,  restrictions or obligations of
              the Sponsor; or

                     (iv)  modify,  eliminate  or add to any  provision  of this
              Declaration  to such  extent  as may be  necessary  or  desirable,
              including,  without  limitation,  to ensure that the Trust will be
              classified  for United States  federal  income tax purposes at all
              times as a grantor  trust and will not be  required to register as
              an Investment  Company under the Investment Company Act (including
              without  limitation  to conform  to any change in Rule 3a-5,  Rule
              3a-7 or any other applicable rule under the Investment Company Act
              or written change in interpretation or application  thereof by any
              legislative   body,   court,   government   agency  or  regulatory
              authority) which amendment does not have a material adverse effect
              on  the  right,  preferences  or  privileges  of  the  Holders  of
              Securities;

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

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

              (a)    Meetings  of the Holders of any class of Securities  may be
called at any time by the  Administrators  (or as  provided  in the terms of the
Securities)  to consider and act on any matter on which Holders of such class of
Securities are entitled to act under the terms of this Declaration, the terms of
the  Securities  or the  rules  of any  stock  exchange  on  which  the  Capital
Securities are listed or admitted for trading, if any. The Administrators  shall
call a meeting of the  Holders of such class if directed to do so by the Holders
of not less than 10% in  liquidation  amount of such class of  Securities.  Such
direction shall be given by delivering to the  Administrators  one or more calls
in a writing  stating that the signing  Holders of the Securities wish to call a
meeting and indicating the general or specific  purpose for which the meeting is
to be called.  Any Holders of the Securities  calling a meeting shall specify in
writing the  Certificates  held by the Holders of the Securities  exercising the
right  to  call  a  meeting  and  only  those  Securities  represented  by  such
Certificates  shall be counted for purposes of determining  whether the required
percentage set forth in the second sentence of this paragraph has been met.

                                      -49-
<PAGE>


              (b)    Except  to the extent  otherwise  provided  in the terms of
the Securities,  the following  provisions shall apply to meetings of Holders of
the Securities:

                     (i)  notice of any such  meeting  shall be given to all the
              Holders of the Securities  having a right to vote thereat at least
              7 days and not more than 60 days before the date of such  meeting.
              Whenever  a  vote,  consent  or  approval  of the  Holders  of the
              Securities is permitted or required under this  Declaration or the
              rules of any stock  exchange on which the Capital  Securities  are
              listed or admitted  for  trading,  if any,  such vote,  consent or
              approval  may  be  given  at a  meeting  of  the  Holders  of  the
              Securities.  Any  action  that may be taken  at a  meeting  of the
              Holders  of the  Securities  may be taken  without a meeting  if a
              consent in writing  setting forth the action so taken is signed by
              the  Holders of the  Securities  owning not less than the  minimum
              amount of Securities  that would be necessary to authorize or take
              such  action at a meeting at which all  Holders of the  Securities
              having a right to vote  thereon  were  present and voting.  Prompt
              notice of the taking of action without a meeting shall be given to
              the  Holders  of the  Securities  entitled  to vote  who  have not
              consented  in writing.  The  Administrators  may specify  that any
              written ballot  submitted to the Holders of the Securities for the
              purpose of taking any action  without a meeting  shall be returned
              to the Trust within the time specified by the Administrators;

                     (ii) each Holder of a Security may  authorize any Person to
              act for it by proxy on all matters in which a Holder of Securities
              is  entitled  to  participate,  including  waiving  notice  of any
              meeting,  or voting or participating at a meeting.  No proxy shall
              be valid after the  expiration  of 11 months from the date thereof
              unless  otherwise  provided  in the proxy.  Every  proxy  shall be
              revocable  at  the  pleasure  of  the  Holder  of  the  Securities
              executing it.  Except as otherwise  provided  herein,  all matters
              relating  to the giving,  voting or  validity of proxies  shall be
              governed by the General  Corporation  Law of the State of Delaware
              relating to proxies, and judicial interpretations  thereunder,  as
              if the Trust were a Delaware  corporation  and the  Holders of the
              Securities  were  stockholders  of a  Delaware  corporation;  each
              meeting of the Holders of the Securities shall be conducted by the
              Administrators or by such other Person that the Administrators may
              designate; and

                     (iii) unless the Statutory Trust Act, this Declaration, the
              terms of the  Securities,  the Trust  Indenture Act or the listing
              rules of any stock  exchange on which the Capital  Securities  are
              then  listed  for  trading,  if  any,  otherwise   provides,   the
              Administrators,  in their sole  discretion,  shall  establish  all
              other  provisions  relating to meetings of Holders of  Securities,
              including  notice of the time,  place or purpose of any meeting at
              which  any  matter  is to  be  voted  on by  any  Holders  of  the
              Securities, waiver of any such notice, action by consent without a
              meeting,  the establishment of a record date, quorum requirements,
              voting in person or by proxy or any other  matter with  respect to
              the exercise of any such right to vote;  provided,  however,  that
              each meeting shall be conducted in the United States (as that term
              is defined in Treasury Regulations (301.7701-7).


                                      -50-
<PAGE>


                                   ARTICLE XII
                    REPRESENTATIONS OF INSTITUTIONAL TRUSTEE
                              AND DELAWARE TRUSTEE

       SECTION 12.1.  Representations  and Warranties of Institutional  Trustee.
The Trustee that acts as initial  Institutional  Trustee represents and warrants
to the  Trust  and to the  Sponsor  at the  date of this  Declaration,  and each
Successor  Institutional  Trustee  represents  and warrants to the Trust and the
Sponsor at the time of the Successor  Institutional  Trustee's acceptance of its
appointment as Institutional Trustee, that:

       (a)    the  Institutional  Trustee is a banking  corporation  or national
association  with trust powers,  duly  organized,  validly  existing and in good
standing  under  the laws of the  State of  Delaware  or the  United  States  of
America,  respectively,  with trust power and  authority to execute and deliver,
and to  carry  out  and  perform  its  obligations  under  the  terms  of,  this
Declaration;

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

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

       (d)    the  execution,  delivery  and  performance  by the  Institutional
Trustee of this  Declaration has been duly authorized by all necessary action on
the part of the Institutional  Trustee.  This Declaration has been duly executed
and delivered by the  Institutional  Trustee,  and under Delaware law (excluding
any securities laws)  constitutes a legal,  valid and binding  obligation of the
Institutional  Trustee,  enforceable  against it in  accordance  with its terms,
subject to applicable  bankruptcy,  reorganization,  moratorium,  insolvency and
other  similar  laws  affecting  creditors'  rights  generally  and  to  general
principles  of equity and the  discretion  of the court  (regardless  of whether
considered in a proceeding in equity or at law);

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

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

       SECTION 12.2.  Representations  and Warranties of Delaware  Trustee.  The
Trustee that acts as initial  Delaware  Trustee  represents  and warrants to the
Trust and to the  Sponsor at the date of this  Declaration,  and each  Successor
Delaware  Trustee  represents  and  warrants to the Trust and the Sponsor at the
time of the  Successor  Delaware  Trustee's  acceptance  of its  appointment  as
Delaware Trustee that:

                                      -51-

<PAGE>

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

       (b)    if it  is  not a  natural  person,  the  execution,  delivery  and
performance by the Delaware Trustee of this Declaration has been duly authorized
by all  necessary  corporate  action on the part of the Delaware  Trustee.  This
Declaration  has been duly executed and delivered by the Delaware  Trustee,  and
under Delaware law (excluding any securities  laws)  constitutes a legal,  valid
and  binding  obligation  of the  Delaware  Trustee,  enforceable  against it in
accordance  with its terms,  subject to applicable  bankruptcy,  reorganization,
moratorium,  insolvency  and other  similar  laws  affecting  creditors'  rights
generally and to general  principles  of equity and the  discretion of the court
(regardless of whether considered in a proceeding in equity or at law);

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

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

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

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

                                  ARTICLE XIII
                                  MISCELLANEOUS

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

       (a)    if  given  to the  Trust,  in  care of the  Administrators  at the
Trust's  mailing address set forth below (or such other address as the Trust may
give notice of to the Holders of the Securities):

              Tower Group Statutory Trust V
              c/o Tower Group, Inc.
              120 Broadway, 14th Floor
              New York,  New York  10271-1699
              Attention: Francis M.  Colalucci
              Telecopy: (212) 271-5492
              Telephone: (212) 655-2146


                                      -52-

<PAGE>


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

              Wells Fargo Delaware Trust Company
              919 Market Street Suite 700
              Wilmington, DE 19801
              Attention: Corporate Trust Division
              Telecopy: 302-575-2006
              Telephone: 302-575-2005

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

              Wells Fargo Bank, National Association
              919 Market Street Suite 700
              Wilmington, DE 19801
              Attention: Corporate Trust Division
              Telecopy: 302-575-2006
              Telephone: 302-575-2005

       (d)    if given to the Holder of the Common  Securities,  at the  mailing
address of the Sponsor  set forth below (or such other  address as the Holder of
the Common Securities may give notice of to the Trust):

              Tower Group, Inc.
              120 Broadway, 14th Floor
              New York, New York 10271-1699
              Attention: Francis M. Colalucci
              Telecopy: (212) 271-5492
              Telephone: (212) 655-2146

       (e)    if given to any  other  Holder,  at the  address  set forth on the
books and records of the Trust.

All such  notices  shall be deemed to have been given when  received  in person,
telecopied  with  receipt  confirmed,  or mailed by first  class  mail,  postage
prepaid, except that if a notice or other document is refused delivery or cannot
be  delivered  because of a changed  address of which no notice was given,  such
notice or other  document  shall be deemed to have been delivered on the date of
such refusal or inability to deliver.

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

       SECTION 13.3. Submission to Jurisdiction.


                                      -53-

<PAGE>


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

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

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

       SECTION  13.4.  Intention  of the  Parties.  It is the  intention  of the
parties hereto that the Trust be classified for United States federal income tax
purposes  as a  grantor  trust.  The  provisions  of this  Declaration  shall be
interpreted to further this intention of the parties.

       SECTION  13.5.  Headings.  Headings  contained  in this  Declaration  are
inserted for convenience of reference only and do not affect the  interpretation
of this Declaration or any provision hereof.

       SECTION 13.6. Successors and Assigns. Whenever in this Declaration any of
the parties  hereto is named or referred to, the  successors and assigns of such
party shall be deemed to be included,  and all covenants and  agreements in this
Declaration  by the Sponsor and the Trustees shall bind and inure to the benefit
of their respective successors and assigns, whether or not so expressed.

       SECTION  13.7.   Partial   Enforceability.   If  any  provision  of  this
Declaration, or the application of such provision to any Person or circumstance,
shall be held invalid, the remainder of this Declaration,  or the application of
such provision to persons or circumstances  other than those to which it is held
invalid, shall not be affected thereby.

       SECTION 13.8.  Counterparts.  This  Declaration may contain more than one
counterpart  of the signature page and this  Declaration  may be executed by the


                                       -54-

<PAGE>

affixing of the signature of each of the Trustees and  Administrators  to any of
such counterpart  signature pages. All of such counterpart signature pages shall
be read as though  one,  and they shall have the same force and effect as though
all of the signers had signed a single signature page.














                                      -55-

<PAGE>

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

                                                WELLS FARGO DELAWARE TRUST
                                                  COMPANY,
                                                  as Delaware Trustee


                                                By:_____________________________
                                                        Name:___________________
                                                        Title:__________________

                                                WELLS FARGO BANK, NATIONAL
                                                  ASSOCIATION,
                                                  as Institutional Trustee


                                                By:_____________________________
                                                        Name:___________________
                                                        Title:__________________

                                                TOWER GROUP, INC.
                                                  as Sponsor


                                                By:_____________________________
                                                        Name:___________________
                                                        Title:__________________



                                                By:_____________________________
                                                   Administrator


                                                By:_____________________________
                                                   Administrator





                                      -56-

<PAGE>


                                     ANNEX I

                                    TERMS OF
                             CAPITAL SECURITIES AND
                                COMMON SECURITIES

       Pursuant to Section 6.1 of the Amended and Restated Declaration of Trust,
dated as of March 31, 2006 (as amended  from time to time,  the  "Declaration"),
the designation, rights, privileges,  restrictions,  preferences and other terms
and provisions of the Capital  Securities and the Common  Securities are set out
below (each  capitalized  term used but not  defined  herein has the meaning set
forth in the Declaration):

       1.     Designation and Number.

       (a)    Capital  Securities.  20,000  Capital  Securities  of Tower  Group
Statutory Trust V (the "Trust"),  with an aggregate  stated  liquidation  amount
with respect to the assets of the Trust of Twenty Million Dollars  ($20,000,000)
and a stated  liquidation  amount  with  respect  to the  assets of the Trust of
$1,000  per  Capital  Security,  are  hereby  designated  for  the  purposes  of
identification  only as the "TP  Securities"  (the  "Capital  Securities").  The
Capital  Security  Certificates  evidencing  the  Capital  Securities  shall  be
substantially in the form of Exhibit A-1 to the  Declaration,  with such changes
and  additions  thereto or  deletions  therefrom  as may be required by ordinary
usage,  custom or practice  or to conform to the rules of any stock  exchange on
which the Capital Securities are listed, if any.

       (b)    Common Securities. 619 Common Securities of the Trust (the "Common
Securities") will be evidenced by Common Security Certificates  substantially in
the form of Exhibit A-2 to the  Declaration,  with such  changes  and  additions
thereto or deletions  therefrom as may be required by ordinary usage,  custom or
practice. In the absence of an Event of Default, the Common Securities will have
an aggregate stated  liquidation  amount with respect to the assets of the Trust
of Six Hundred  Nineteen  Thousand Dollars  ($619,000) and a stated  liquidation
amount with respect to the assets of the Trust of $1,000 per Common Security.

       2.     Distributions.

       (a)    Distributions  payable on each Security will be payable at a fixed
rate of 8.5625% (the "Fixed  Rate") per annum from March 31, 2006 until April 7,
2011,  (the "Fixed Rate Period") and  thereafter at a variable per annum rate of
interest,  reset  quarterly,   equal  to  LIBOR,  as  determined  on  the  LIBOR
Determination  Date,  plus 3.30% (the  "Variable  Rate") (the  "Coupon  Rate" is
defined to include  the Fixed Rate and  Variable  Rate,  as  applicable)  of the
stated  liquidation  amount of $1,000 per Security,  such rate being the rate of
interest  payable on the  Debentures  to be held by the  Institutional  Trustee.
Except as set forth below in respect of an Extension  Period,  Distributions  in
arrears for more than one quarterly period will bear interest thereon compounded
quarterly at the applicable  Coupon Rate for each such quarterly  period (to the
extent  permitted by applicable  law). The term  "Distributions"  as used herein
includes  cash  distributions,   any  such  compounded   distributions  and  any
Additional  Interest  payable  on the  Debentures  unless  otherwise  stated.  A
Distribution  is payable only to the extent that payments are made in respect of
the  Debentures  held  by  the  Institutional  Trustee  and to  the  extent  the


                                      A-I-1

<PAGE>

Institutional  Trustee  has funds  legally  available  in the  Property  Account
therefor.  During the Fixed Rate Period, the amount of Distributions payable for
any period will be computed for any full  quarterly  Distribution  period on the
basis of a 360-day year of twelve 30-day  months and the amount  payable for any
partial period shall be computed on the basis of the number of days elapsed in a
360-day year of twelve 30-day months.  Upon expiration of the Fixed Rate Period,
Distributions  will be  computed  on the basis of a 360-day  year and the actual
number of days elapsed in the relevant Distribution period;  provided,  however,
that upon the  occurrence  of a Special Event  redemption  pursuant to paragraph
4(a) below the amounts payable pursuant to this Declaration  shall be calculated
as set forth in the definition of Special Redemption Price.



       (b)    Upon  expiration  of  the  Fixed  Rate  Period,   LIBOR  shall  be
determined by the Calculation Agent in accordance with the following provisions:

                     (1)    On the second LIBOR Business Day (provided,  that on
              such  day  commercial  banks  are  open  for  business  (including
              dealings in foreign currency deposits) in London (a "LIBOR Banking
              Day"), and otherwise the next preceding LIBOR Business Day that is
              also a LIBOR  Banking  Day) prior to January 15, April 15, July 15
              and October 15 (except, with respect to the first interest payment
              period after the expiration of the Fixed Rate Period,  on April 7,
              2011), (each such day, a "LIBOR Determination  Date"), LIBOR shall
              equal  the  rate,  as  obtained  by  the  Calculation   Agent  for
              three-month  U.S.  Dollar  deposits  in Europe,  which  appears on
              Telerate  Page 3750 (as  defined  in the  International  Swaps and
              Derivatives  Association,  Inc.  1991  Interest  Rate and Currency
              Exchange  Definitions)  or such  other  page as may  replace  such
              Telerate Page 3750,  as of 11:00 a.m.  (London time) on such LIBOR
              Determination  Date,  as reported by Bloomberg  Financial  Markets
              Commodities News; provided, however, that in the case of the first
              interest payment period, LIBOR will be interpolated from LIBOR for
              three-month   U.S.   Dollar  deposits  in  Europe  and  LIBOR  for
              four-month U.S. Dollar deposits in Europe on a straightline basis.
              "LIBOR Business Day" means any day that is not a Saturday,  Sunday
              or other day on which commercial banking institutions in New York,
              New York or  Wilmington,  Delaware are  authorized or obligated by
              law or executive order to be closed. If such rate is superseded on
              Telerate  Page 3750 by a corrected  rate before 12:00 noon (London
              time) on the same LIBOR  Determination Date, the corrected rate as
              so  substituted  will  be the  applicable  LIBOR  for  that  LIBOR
              Determination Date.

                     (2)    If, on any LIBOR  Determination Date, such rate does
              not  appear  on  Telerate  Page  3750  as  reported  by  Bloomberg
              Financial  Markets  Commodities  News  or such  other  page as may
              replace  such  Telerate  Page 3750,  the  Calculation  Agent shall
              determine  the  arithmetic  mean of the offered  quotations of the
              Reference  Banks (as defined below) to leading banks in the London
              interbank  market for  three-month  U.S. Dollar deposits in Europe
              (in an amount determined by the Calculation Agent) by reference to
              requests for  quotations as of  approximately  11:00 a.m.  (London
              time) on the  LIBOR  Determination  Date  made by the  Calculation
              Agent to the Reference Banks. If, on any LIBOR Determination Date,
              at least two of the Reference Banks provide such quotations, LIBOR
              shall equal the  arithmetic  mean of such  quotations.  If, on any



                                      A-I-2

<PAGE>

              LIBOR  Determination Date, only one or none of the Reference Banks
              provide  such  a  quotation,  LIBOR  shall  be  deemed  to be  the
              arithmetic  mean  of the  offered  quotations  that at  least  two
              leading  banks  in  the  City  of New  York  (as  selected  by the
              Calculation Agent) are quoting on the relevant LIBOR Determination
              Date  for   three-month   U.S.   Dollar   deposits  in  Europe  at
              approximately 11:00 a.m. (London time) (in an amount determined by
              the Calculation  Agent).  As used herein,  "Reference Banks" means
              four major banks in the London  interbank  market  selected by the
              Calculation Agent.

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

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

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

       (e)    Distributions  on the Securities  will be cumulative,  will accrue
from the date of original issuance, and will be payable, subject to extension of
Distribution  payment  periods  as  described  herein,  quarterly  in arrears on
January 7, April 7, July 7 and October 7 of each year,  commencing  July 7, 2006
(each, a "Distribution Payment Date"). Subject to prior Submission of Notice (as
defined  in the  Indenture),  the  Debenture  Issuer  has the  right  under  the
Indenture  to defer  payments of interest on the  Debentures  by  extending  the
interest  payment period for up to 20 consecutive  quarterly  periods (each,  an
"Extension Period") at any time and from time to time on the Debentures, subject
to the conditions  described  below,  during which Extension  Period no interest
shall be due and payable  (except any  Additional  Interest  that may be due and
payable).  During any Extension Period,  interest will continue to accrue on the
Debentures,  and interest on such accrued  interest  (such accrued  interest and
interest  thereon  referred to herein as "Deferred  Interest") will accrue at an
annual rate equal to the Coupon Rate in effect for each such  Extension  Period,
compounded  quarterly  from the date  such  Deferred  Interest  would  have been
payable were it not for the Extension Period, to the extent permitted by law. No
Extension  Period may end on a date other than a  Distribution  Payment Date. At



                                      A-I-3

<PAGE>

the end of any  such  Extension  Period,  the  Debenture  Issuer  shall  pay all
Deferred Interest then accrued and unpaid on the Debentures;  provided, however,
that no  Extension  Period may extend  beyond the  Maturity  Date and  provided,
further,  that, during any such Extension  Period,  the Debenture Issuer may not
(i)  declare or pay any  dividends  or  distributions  on, or redeem,  purchase,
acquire,  or make a  liquidation  payment with respect to, any of the  Debenture
Issuer's  capital stock or (ii) make any payment due on or repay,  repurchase or
redeem any debt  securities of the Debenture  Issuer that rank pari passu in all
respects  with  or  junior  in  interest  to  the  Debentures  (other  than  (a)
repurchases, redemptions or other acquisitions of shares of capital stock of the
Debenture Issuer (A) in connection with any employment contract, benefit plan or
other  similar  arrangement  with or for the  benefit of one or more  employees,
officers,   directors  or  consultants,   (B)  in  connection  with  a  dividend
reinvestment  or stockholder  stock purchase plan or (C) in connection  with the
issuance of capital stock of the  Debenture  Issuer (or  securities  convertible
into or exercisable for such capital stock),  as consideration in an acquisition
transaction  entered into prior to the  applicable  Extension  Period,  (b) as a
result of any  exchange or  conversion  of any class or series of the  Debenture
Issuer's  capital  stock (or any capital  stock of a subsidiary of the Debenture
Issuer) for any class or series of the  Debenture  Issuer's  capital stock or of
any class or  series of the  Debenture  Issuer's  indebtedness  for any class or
series of the Debenture  Issuer's  capital stock, (c) the purchase of fractional
interests in shares of the  Debenture  Issuer's  capital  stock  pursuant to the
conversion or exchange  provisions  of such capital stock or the security  being
converted or exchanged, (d) any declaration of a dividend in connection with any
stockholder's  rights plan, or the issuance of rights,  stock or other  property
under any  stockholder's  rights plan, or the redemption or repurchase of rights
pursuant thereto, or (e) any dividend in the form of stock, warrants, options or
other rights where the dividend  stock or the stock  issuable  upon  exercise of
such  warrants,  options or other  rights is the same stock as that on which the
dividend is being paid or ranks pari passu with or junior to such stock).  Prior
to the  termination of any Extension  Period,  the Debenture  Issuer may further
extend such period,  provided,  that such period together with all such previous
and  further  consecutive  extensions  thereof  shall not exceed 20  consecutive
quarterly  periods,  or extend beyond the Maturity Date. Upon the termination of
any  Extension  Period  and upon  the  payment  of all  Deferred  Interest,  the
Debenture Issuer may commence a new Extension  Period,  subject to the foregoing
requirements.  No interest or Deferred  Interest shall be due and payable during
an Extension  Period,  except at the end thereof,  but Deferred  Interest  shall
accrue upon each  installment of interest that would otherwise have been due and
payable  during  such  Extension  Period  until  such  installment  is paid.  If
Distributions are deferred, the Distributions due shall be paid on the date that
the related Extension Period terminates,  or, if such date is not a Distribution
Payment Date, on the immediately following Distribution Payment Date, to Holders
of the  Securities  as they  appear on the books and records of the Trust on the
record date immediately preceding such Distribution Payment Date.  Distributions
on the Securities  must be paid on the dates payable (after giving effect to any
Extension  Period) to the extent that the Trust has funds legally  available for
the payment of such  distributions  in the  Property  Account of the Trust.  The
Trust's funds  available for  Distribution to the Holders of the Securities will
be limited to  payments  received  from the  Debenture  Issuer.  The  payment of
Distributions  out of moneys held by the Trust is  guaranteed  by the  Guarantor
pursuant to the Guarantee.

       (f)    Distributions  on the  Securities  will be payable to the  Holders
thereof as they appear on the books and records of the Registrar on the relevant
record dates. The relevant record dates shall be selected by the Administrators,
which dates shall be 15 days before the relevant  payment  dates.  Distributions



                                      A-I-4

<PAGE>

payable  on any  Securities  that are not  punctually  paid on any  Distribution
Payment  Date,  as a result  of the  Debenture  Issuer  having  failed to make a
payment  under the  Debentures  when due  (taking  into  account  any  Extension
Period),  will cease to be  payable to the Person in whose name such  Securities
are registered on the relevant record date, and such defaulted Distribution will
instead be payable to the Person in whose name such Securities are registered on
the special record date or other  specified date  determined in accordance  with
the Indenture.  If any date on which Distributions are payable on the Securities
is not a Business  Day,  then payment of the  Distribution  payable on such date
will be made on the next  succeeding  day that is a Business Day except that, if
such Business Day is in the next succeeding calendar year, such payment shall be
made on the immediately preceding Business Day, in each case with the same force
and effect as if made on such payment date.

       (g)    In the event that there is any money or other  property held by or
for the Trust  that is not  accounted  for  hereunder,  such  property  shall be
distributed pro rata (as defined herein) among the Holders of the Securities.

       3.     Liquidation  Distribution  Upon  Dissolution.  In the event of the
voluntary or involuntary liquidation,  dissolution, winding-up or termination of
the Trust (each, a "Liquidation")  other than in connection with a redemption of
the Debentures, the Holders of the Securities will be entitled to receive out of
the assets of the Trust available for distribution to Holders of the Securities,
after  satisfaction  of liabilities to creditors of the Trust (to the extent not
satisfied by the Debenture Issuer),  distributions equal to the aggregate of the
stated  liquidation  amount of $1,000  per  Security  plus  accrued  and  unpaid
Distributions thereon to the date of payment (such amount being the "Liquidation
Distribution"), unless in connection with such Liquidation, the Debentures in an
aggregate  stated  principal  amount equal to the aggregate  stated  liquidation
amount of such  Securities,  with an interest  rate equal to the Coupon Rate of,
and bearing  accrued and unpaid  interest in an amount  equal to the accrued and
unpaid  Distributions  on, and having the same record date as, such  Securities,
after paying or making reasonable provision to pay all claims and obligations of
the Trust in accordance  with Section  3808(e) of the Statutory Trust Act, shall
be  distributed on a Pro Rata basis to the Holders of the Securities in exchange
for such Securities.

       The Sponsor, as the Holder of all of the Common Securities, has the right
at any  time to  dissolve  the  Trust  (including  without  limitation  upon the
occurrence of a Tax Event or an Investment  Company Event) after satisfaction of
liabilities  to  creditors  of  the  Trust,  and  cause  the  Debentures  to  be
distributed  to the Holders of the  Securities on a Pro Rata basis in accordance
with the aggregate stated liquidation amount thereof.

       The Trust shall  dissolve on the first to occur of (i) April 7, 2041, the
expiration of the term of the Trust, (ii) a Bankruptcy Event with respect to the
Sponsor, the Trust or the Debenture Issuer, (iii) (other than in connection with
a merger,  consolidation or similar transaction not prohibited by the Indenture,
this  Declaration  or the  Guarantee,  as the  case  may  be)  the  filing  of a
certificate  of dissolution of the Sponsor or upon the revocation of the charter
of the  Sponsor  and the  expiration  of 90 days  after  the date of  revocation
without a  reinstatement  thereof,  (iv) the  distribution to the Holders of the
Securities of the Debentures, upon exercise of the right of the Holder of all of
the outstanding  Common Securities to dissolve the Trust as described above, (v)



                                      A-I-5

<PAGE>

the entry of a decree of a judicial  dissolution of the Sponsor or the Trust, or
(vi) when all of the  Securities  shall have been called for  redemption and the
amounts necessary for redemption  thereof shall have been paid to the Holders in
accordance  with the terms of the Securities.  As soon as practicable  after the
dissolution of the Trust and upon completion of the winding up of the Trust, the
Trust shall terminate upon the filing of a certificate of cancellation  with the
Secretary of State of the State of Delaware.

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

       If, upon any such Liquidation,  the Liquidation  Distribution can be paid
only in part because the Trust has insufficient  assets available to pay in full
the aggregate Liquidation Distribution, then the amounts payable directly by the
Trust on such Capital  Securities shall be paid to the Holders of the Securities
on a Pro Rata  basis,  except that if an Event of Default  has  occurred  and is
continuing,  the  Capital  Securities  shall have a  preference  over the Common
Securities with regard to such distributions.

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

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



                                      A-I-6

<PAGE>

       4.     Redemption and Distribution.

       (a)    The Debentures will mature on April 7, 2036. The Debentures may be
redeemed by the Debenture  Issuer,  in whole or in part, on any January 7, April
7, July 7 or October 7 on or after April 7, 2011 at the Redemption  Price,  upon
not less than 30 nor more than 60 days' notice to Holders of such Debentures. In
addition,  upon the occurrence and  continuation of a Tax Event or an Investment
Company Event,  the Debentures may be redeemed by the Debenture  Issuer in whole
but not in part, at any time within 90 days following the occurrence of such Tax
Event or Investment  Company Event, as the case may be (the "Special  Redemption
Date") at the Special  Redemption  Price, upon not less than 30 nor more than 60
days'  notice  to  Holders  of the  Debentures  so  long as such  Tax  Event  or
Investment Company Event, as the case may be, is continuing.

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

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

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

       "Redemption  Price" means 100% of the principal  amount of the Debentures
being  redeemed  plus  accrued  and unpaid  interest on such  Debentures  to the



                                      A-I-7

<PAGE>

Redemption  Date or,  in the case of a  redemption  due to the  occurrence  of a
Special Event, to the Special Redemption Date if such Special Redemption Date is
on or after April 7, 2011.

       "Special  Redemption  Price" means (1) if the Special  Redemption Date is
before April 7, 2011,  One Hundred  Seven and One Half  Percent  (107.5%) of the
principal  amount to be redeemed plus any accrued and unpaid interest thereon to
the date of such  redemption  and (2) if the  Special  Redemption  Date is on or
after April 7, 2011, the Redemption Price for such Special Redemption Date.

       "Redemption  Date"  means the date  fixed for the  redemption  of Capital
Securities, which shall be any January 7,April 7, July 7or October 7 on or after
April 7, 2011.

       (b)    Upon the  repayment in full at maturity or  redemption in whole or
in  part  of the  Debentures  (other  than  following  the  distribution  of the
Debentures to the Holders of the  Securities),  the proceeds from such repayment
or payment shall  concurrently  be applied to redeem Pro Rata at the  applicable
Redemption Price, Securities having an aggregate liquidation amount equal to the
aggregate  principal  amount of the Debentures so repaid or redeemed;  provided,
however,  that  holders of such  Securities  shall be given not less than 30 nor
more  than 60 days'  notice  of such  redemption  (other  than at the  scheduled
maturity of the Debentures).

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

       (d)    The Trust may not redeem  fewer than all the  outstanding  Capital
Securities  unless all  accrued and unpaid  Distributions  have been paid on all
Capital  Securities  for all quarterly  Distribution  periods  terminating on or
before the date of redemption.

       (e)    Redemption or Distribution Procedures.

                     (i)    Notice   of  any   redemption   of,   or  notice  of
              distribution  of the Debentures in exchange for, the Securities (a
              "Redemption/Distribution  Notice")  will be given by the  Trust by
              mail to each Holder of  Securities to be redeemed or exchanged not
              fewer  than 30 nor more  than 60 days  before  the date  fixed for
              redemption or exchange thereof which, in the case of a redemption,
              will be the date  fixed  for  redemption  of the  Debentures.  For
              purposes of the  calculation of the date of redemption or exchange
              and the dates on which notices are given  pursuant to this Section
              4(e)(i),  a  Redemption/Distribution  Notice shall be deemed to be
              given on the day such notice is first mailed by first-class  mail,
              postage   prepaid,   to   Holders   of   such   Securities.   Each
              Redemption/Distribution  Notice  shall be addressed to the Holders
              of such Securities at the address of each such Holder appearing on
              the  books  and  records  of  the  Registrar.  No  defect  in  the
              Redemption/Distribution  Notice  or in the  mailing  thereof  with
              respect to any Holder shall affect the validity of the  redemption
              or exchange proceedings with respect to any other Holder.



                                      A-I-8

<PAGE>


                     (ii)   In the event  that  fewer  than all the  outstanding
              Securities are to be redeemed, the Securities to be redeemed shall
              be redeemed Pro Rata from each Holder of Capital Securities.

                     (iii)  If the  Securities  are to be redeemed and the Trust
              gives a  Redemption/Distribution  Notice, which notice may only be
              issued if the Debentures are redeemed as set out in this Section 4
              (which  notice  will be  irrevocable),  then,  provided,  that the
              Institutional   Trustee  has  a  sufficient   amount  of  cash  in
              connection  with  the  related   redemption  or  maturity  of  the
              Debentures,  the  Institutional  Trustee  will,  with  respect  to
              Book-Entry Capital  Securities,  on the Redemption Date or Special
              Redemption  Date,  as  applicable,  irrevocably  deposit  with the
              Depositary for such Book-Entry Capital  Securities,  to the extent
              available   therefor,   funds   sufficient  to  pay  the  relevant
              Redemption Price or Special  Redemption Price, as applicable,  and
              will give such Depositary  irrevocable  instructions and authority
              to pay the  Redemption  Price  or  Special  Redemption  Price,  as
              applicable, to the Owners of the Capital Securities.  With respect
              to Capital Securities that are not Book-Entry Capital  Securities,
              the  Institutional  Trustee  will  pay,  to the  extent  available
              therefore,  the relevant  Redemption  Price or Special  Redemption
              Price,  as applicable,  to the Holders of such Securities by check
              mailed to the address of each such Holder  appearing  on the books
              and  records  of  the  Trust  on  the   redemption   date.   If  a
              Redemption/Distribution  Notice  shall  have been  given and funds
              deposited  as  required,  then  immediately  prior to the close of
              business on the date of such deposit,  Distributions will cease to
              accrue on the  Securities so called for  redemption and all rights
              of Holders of such Securities so called for redemption will cease,
              except the right of the Holders of such  Securities to receive the
              applicable Redemption Price specified in Section 4(a), but without
              interest  on  such  Redemption   Price.  If  any  date  fixed  for
              redemption  of  Securities  is not a Business Day, then payment of
              any such Redemption Price payable on such date will be made on the
              next  succeeding  day that is a Business Day except that,  if such
              Business Day falls in the next calendar year, such payment will be
              made on the immediately  preceding Business Day, in each case with
              the same  force  and  effect  as if made on such  date  fixed  for
              redemption.  If payment of the Redemption  Price in respect of any
              Securities is  improperly  withheld or refused and not paid either
              by the Trust or by the Debenture  Issuer as guarantor  pursuant to
              the Guarantee,  Distributions  on such Securities will continue to
              accrue at the then  applicable  rate from the original  redemption
              date to the  actual  date of  payment,  in which  case the  actual
              payment date will be considered  the date fixed for redemption for
              purposes of calculating the Redemption  Price. In the event of any
              redemption of the Capital  Securities issued by the Trust in part,
              the  Trust  shall  not be  required  to (i)  issue,  register  the
              transfer of or exchange any Security during a period  beginning at
              the  opening  of  business  15  days  before  any   selection  for
              redemption  of the Capital  Securities  and ending at the close of
              business  on the  earliest  date on which the  relevant  notice of
              redemption  is  deemed to have been  given to all  Holders  of the



                                      A-I-9

<PAGE>

              Capital Securities to be so redeemed or (ii) register the transfer
              of or exchange any Capital  Securities so selected for redemption,
              in whole or in part,  except  for the  unredeemed  portion  of any
              Capital Securities being redeemed in part.

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

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

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

       (b)    Subject to the  requirements  of  obtaining  a tax  opinion by the
Institutional Trustee in certain circumstances set forth in the last sentence of
this paragraph,  the Holders of a Majority in liquidation  amount of the Capital
Securities,  voting  separately  as a class,  have the right to direct the time,
method,  and place of conducting any proceeding for any remedy  available to the
Institutional  Trustee,  or  exercising  any trust or power  conferred  upon the
Institutional  Trustee under the Declaration,  including the right to direct the
Institutional Trustee, as holder of the Debentures, to (i) exercise the remedies
available  under the Indenture as the holder of the  Debentures,  (ii) waive any
past default that is waivable under the  Indenture,  (iii) exercise any right to
rescind or annul a declaration that the principal of all the Debentures shall be
due and  payable  or (iv)  consent on behalf of all the  Holders of the  Capital
Securities to any amendment, modification or termination of the Indenture or the
Debentures where such consent shall be required;  provided, however, that, where
a consent or action under the Indenture  would require the consent or act of the
holders of greater than a simple  majority in principal  amount of Debentures (a
"Super Majority") affected thereby, the Institutional Trustee may only give such
consent or take such action at the written  direction of the Holders of not less
than the proportion in liquidation amount of the Capital Securities  outstanding
which the relevant Super Majority  represents of the aggregate  principal amount
of the Debentures outstanding. If the Institutional Trustee fails to enforce its
rights  under the  Debentures  after the  Holders of a Majority  in  liquidation
amount of such Capital Securities have so directed the Institutional Trustee, to
the fullest  extent  permitted  by law, a Holder of the Capital  Securities  may
institute a legal  proceeding  directly  against the Debenture Issuer to enforce
the   Institutional   Trustee's  rights  under  the  Debentures   without  first



                                      A-I-10

<PAGE>

instituting any legal proceeding against the Institutional  Trustee or any other
person or entity.  Notwithstanding  the  foregoing,  if an Event of Default  has
occurred and is continuing and such event is  attributable to the failure of the
Debenture  Issuer to pay interest or principal on the Debentures on the date the
interest or principal is payable (or in the case of  redemption,  the redemption
date), then a Holder of record of the Capital  Securities may directly institute
a proceeding for  enforcement  of payment,  on or after the respective due dates
specified  in the  Debentures,  to such Holder  directly of the  principal of or
interest on the  Debentures  having an aggregate  principal  amount equal to the
aggregate  liquidation  amount of the Capital  Securities  of such  Holder.  The
Institutional  Trustee shall notify all Holders of the Capital Securities of any
default  actually  known  to  the  Institutional  Trustee  with  respect  to the
Debentures  unless (x) such  default  has been cured prior to the giving of such
notice  or (y) the  Institutional  Trustee  determines  in good  faith  that the
withholding  of such notice is in the  interest  of the Holders of such  Capital
Securities,  except where the default  relates to the payment of principal of or
interest on any of the  Debentures.  Such notice shall state that such Indenture
Event of Default also  constitutes  an Event of Default  hereunder.  Except with
respect to directing the time, method and place of conducting a proceeding for a
remedy, the Institutional Trustee shall not take any of the actions described in
clause (i), (ii) or (iii) above unless the Institutional Trustee has obtained an
opinion of tax counsel to the effect that, as a result of such action, the Trust
will not be classified  as other than a grantor trust for United States  federal
income tax purposes.

       In the event the consent of the Institutional  Trustee,  as the holder of
the  Debentures is required  under the Indenture  with respect to any amendment,
modification or termination of the Indenture,  the  Institutional  Trustee shall
request the written  direction of the Holders of the Securities  with respect to
such amendment,  modification or termination and shall vote with respect to such
amendment,  modification or termination as directed by a Majority in liquidation
amount of the Securities voting together as a single class;  provided,  however,
that where a consent  under the  Indenture  would require the consent of a Super
Majority,  the  Institutional  Trustee may only give such consent at the written
direction of the Holders of not less than the proportion in  liquidation  amount
of such Securities  outstanding which the relevant Super Majority  represents of
the aggregate principal amount of the Debentures outstanding.  The Institutional
Trustee shall not take any such action in accordance with the written directions
of the Holders of the Securities unless the  Institutional  Trustee has obtained
an opinion of tax counsel to the effect that,  as a result of such  action,  the
Trust will not be  classified  as other than a grantor  trust for United  States
federal income tax purposes.

       A waiver of an Indenture Event of Default will constitute a waiver of the
corresponding Event of Default hereunder.  Any required approval or direction of
Holders of the Capital  Securities may be given at a separate meeting of Holders
of the Capital Securities  convened for such purpose, at a meeting of all of the
Holders of the  Securities  in the Trust or  pursuant  to written  consent.  The
Institutional Trustee will cause a notice of any meeting at which Holders of the
Capital  Securities  are entitled to vote, or of any matter upon which action by
written  consent of such Holders is to be taken,  to be mailed to each Holder of
record of the Capital  Securities.  Each such  notice  will  include a statement
setting forth the following information (i) the date of such meeting or the date
by which  such  action  is to be taken,  (ii) a  description  of any  resolution
proposed for adoption at such meeting on which such Holders are entitled to vote
or of such matter upon which  written  consent is sought and (iii)  instructions
for the  delivery of proxies or  consents.  No vote or consent of the Holders of
the  Capital  Securities  will be  required  for the Trust to redeem  and cancel
Capital  Securities or to  distribute  the  Debentures  in  accordance  with the
Declaration and the terms of the Securities.



                                      A-I-11

<PAGE>


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

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

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

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

       (c)    Subject  to  Section  6.7 of the  Declaration  and only after each
Event of Default (if any) with respect to the Capital Securities has been cured,
waived or otherwise  eliminated and subject to the requirements of the second to
last sentence of this paragraph, the Holders of a Majority in liquidation amount
of the Common  Securities,  voting  separately as a class,  may direct the time,
method,  and place of conducting any proceeding for any remedy  available to the
Institutional  Trustee,  or  exercising  any trust or power  conferred  upon the
Institutional  Trustee under the Declaration,  including (i) directing the time,
method,  place of  conducting  any  proceeding  for any remedy  available to the
Debenture  Trustee,  or exercising any trust or power conferred on the Debenture
Trustee  with respect to the  Debentures,  (ii) waiving any past default and its
consequences  that are waivable  under the  Indenture,  or (iii)  exercising any
right to rescind or annul a declaration that the principal of all the Debentures
shall be due and payable,  provided,  however,  that,  where a consent or action
under the Indenture would require a Super Majority,  the  Institutional  Trustee
may only give such  consent or take such action at the written  direction of the
Holders  of not less than the  proportion  in  liquidation  amount of the Common
Securities  which  the  relevant  Super  Majority  represents  of the  aggregate
principal  amount of the Debentures  outstanding.  Notwithstanding  this Section
6(c),  the  Institutional   Trustee  shall  not  revoke  any  action  previously
authorized  or  approved  by a vote or  consent of the  Holders  of the  Capital
Securities.  Other than with respect to directing the time,  method and place of
conducting any proceeding for any remedy available to the Institutional  Trustee
or the Debenture Trustee as set forth above, the Institutional Trustee shall not
take any  action  described  in clause  (i),  (ii) or (iii)  above,  unless  the
Institutional  Trustee has obtained an opinion of tax counsel to the effect that
for the  purposes  of United  States  federal  income  tax the Trust will not be
classified  as other  than a grantor  trust on account  of such  action.  If the
Institutional Trustee fails to enforce its rights under the Declaration,  to the
fullest  extent  permitted  by law  any  Holder  of the  Common  Securities  may
institute  a legal  proceeding  directly  against  any  Person  to  enforce  the
Institutional Trustee's rights under the Declaration,  without first instituting
a legal proceeding against the Institutional Trustee or any other Person.



                                      A-I-12

<PAGE>


       Any  approval or  direction  of Holders of the Common  Securities  may be
given at a separate  meeting of Holders of the Common  Securities  convened  for
such purpose,  at a meeting of all of the Holders of the Securities in the Trust
or pursuant to written consent.  The  Administrators  will cause a notice of any
meeting at which  Holders of the Common  Securities  are entitled to vote, or of
any matter upon which action by written  consent of such Holders is to be taken,
to be mailed to each  Holder of the Common  Securities.  Each such  notice  will
include a statement  setting  forth (i) the date of such  meeting or the date by
which such action is to be taken, (ii) a description of any resolution  proposed
for  adoption at such  meeting on which such  Holders are entitled to vote or of
such matter upon which written consent is sought and (iii)  instructions for the
delivery of proxies or consents.

       No vote or  consent  of the  Holders  of the  Common  Securities  will be
required for the Trust to redeem and cancel  Common  Securities or to distribute
the  Debentures  in  accordance  with  the  Declaration  and  the  terms  of the
Securities.

       7.     Amendments to Declaration  and  Indenture.  (a) In addition to any
requirements under Section 11.1 of the Declaration, if any proposed amendment to
the Declaration  provides for, or the Trustees  otherwise propose to effect, (i)
any action that would adversely affect the powers, preferences or special rights
of the Securities,  whether by way of amendment to the Declaration or otherwise,
or (ii) the Liquidation of the Trust,  other than as described in Section 7.1 of
the Declaration,  then the Holders of outstanding Securities, voting together as
a single class,  will be entitled to vote on such amendment or proposal and such
amendment  or proposal  shall not be  effective  except with the approval of the
Holders  of not less than a Majority  in  liquidation  amount of the  Securities
affected thereby; provided, however, if any amendment or proposal referred to in
clause (i) above would adversely affect only the Capital  Securities or only the
Common Securities, then only the affected class will be entitled to vote on such
amendment  or proposal  and such  amendment  or proposal  shall not be effective
except with the  approval of a Majority in  liquidation  amount of such class of
Securities.

       (b)    In the event  the  consent  of the  Institutional  Trustee  as the
holder of the  Debentures is required  under the  Indenture  with respect to any
amendment,  modification or termination of the Indenture or the Debentures,  the
Institutional  Trustee shall request the written direction of the Holders of the
Securities with respect to such amendment, modification or termination and shall
vote with respect to such amendment, modification, or termination as directed by
a  Majority  in  liquidation  amount of the  Common  Securities  and/or  Capital
Securities, as applicable, voting together as a single class; provided, however,
that where a consent under the Indenture  would  require a Super  Majority,  the
Institutional Trustee may only give such consent at the written direction of the
Holders of not less than the proportion in liquidation  amount of the Securities
which the relevant Super Majority  represents of the aggregate  principal amount
of the Debentures outstanding.

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



                                      A-I-13

<PAGE>


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

       8.     Pro Rata.  A  reference  in these terms of the  Securities  to any
payment,  distribution  or  treatment as being "Pro Rata" shall mean pro rata to
each Holder of the Securities  according to the aggregate  liquidation amount of
the  Securities  held  by the  relevant  Holder  in  relation  to the  aggregate
liquidation  amount of all  Securities  outstanding  unless,  in  relation  to a
payment,  an Event of Default has occurred and is continuing,  in which case any
funds  available to make such payment  shall be paid first to each Holder of the
Capital Securities Pro Rata according to the aggregate liquidation amount of the
Capital  Securities  held  by the  relevant  Holder  relative  to the  aggregate
liquidation  amount  of all  Capital  Securities  outstanding,  and  only  after
satisfaction  of all amounts owed to the Holders of the Capital  Securities,  to
each  Holder  of the  Common  Securities  Pro Rata  according  to the  aggregate
liquidation amount of the Common Securities held by the relevant Holder relative
to the aggregate liquidation amount of all Common Securities outstanding.

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

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

       11.    No Preemptive Rights. The Holders of the Securities shall have no,
and the  issuance of the  Securities  is not subject to,  preemptive  or similar
rights to subscribe for any additional securities.

       12.    Miscellaneous.  These terms  constitute a part of the Declaration.
The Sponsor  will  provide a copy of the  Declaration,  the  Guarantee,  and the
Indenture to a Holder  without  charge on written  request to the Sponsor at its
principal place of business.



                                      A-I-14

<PAGE>

                                   EXHIBIT A-1

                      FORM OF CAPITAL SECURITY CERTIFICATE

                           [FORM OF FACE OF SECURITY]

       THIS  CAPITAL  SECURITY  IS A GLOBAL  SECURITY  WITHIN THE MEANING OF THE
DECLARATION  HEREINAFTER  REFERRED  TO AND IS  REGISTERED  IN  THE  NAME  OF THE
DEPOSITORY  TRUST COMPANY ("DTC") OR A NOMINEE OF DTC. THIS CAPITAL  SECURITY IS
EXCHANGEABLE  FOR CAPITAL  SECURITIES  REGISTERED  IN THE NAME OF A PERSON OTHER
THAN DTC OR ITS  NOMINEE  ONLY IN THE  LIMITED  CIRCUMSTANCES  DESCRIBED  IN THE
DECLARATION,  AND NO TRANSFER OF THIS CAPITAL SECURITY (OTHER THAN A TRANSFER OF
THIS  CAPITAL  SECURITY AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF
DTC TO DTC OR  ANOTHER  NOMINEE  OF DTC) MAY BE  REGISTERED  EXCEPT  IN  LIMITED
CIRCUMSTANCES.

       UNLESS THIS CAPITAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC TO  TOWER  GROUP  STATUTORY  TRUST V OR ITS  AGENT  FOR  REGISTRATION  OF
TRANSFER,  EXCHANGE OR PAYMENT, AND ANY CAPITAL SECURITY ISSUED IS REGISTERED 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 OR TO ANY PERSON IS  WRONGFUL  INASMUCH  AS THE  REGISTERED  OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

       THIS SECURITY HAS NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE  "SECURITIES  ACT"),  OR ANY STATE  SECURITIES LAWS OR ANY OTHER
APPLICABLE   SECURITIES  LAWS.   NEITHER  THIS  SECURITY  NOR  ANY  INTEREST  OR
PARTICIPATION  HEREIN MAY BE REOFFERED,  SOLD, ASSIGNED,  TRANSFERRED,  PLEDGED,
ENCUMBERED  OR  OTHERWISE  DISPOSED  OF IN THE ABSENCE OF SUCH  REGISTRATION  OR
UNLESS SUCH  TRANSACTION  IS EXEMPT  FROM,  OR NOT SUBJECT TO, THE  REGISTRATION
REQUIREMENTS  OF  THE  SECURITIES  ACT.  THE  HOLDER  OF  THIS  SECURITY  BY ITS
ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY
(A) TO THE DEBENTURE ISSUER OR THE TRUST, (B) PURSUANT TO AND IN ACCORDANCE WITH
RULE 144A  UNDER THE  SECURITIES  ACT  ("RULE  144A"),  TO A PERSON  THE  HOLDER
REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A
THAT  PURCHASES  FOR  ITS  OWN  ACCOUNT  OR  FOR  THE  ACCOUNT  OF  A  QUALIFIED
INSTITUTIONAL  BUYER TO WHOM NOTICE IS GIVEN THAT THE  TRANSFER IS BEING MADE IN
RELIANCE  ON RULE 144A,  (C)  PURSUANT  TO AN  EXEMPTION  FROM THE  REGISTRATION
REQUIREMENTS  OF THE  SECURITIES  ACT TO AN  "ACCREDITED  INVESTOR"  WITHIN  THE
MEANING  OF  SUBPARAGRAPH  (a)  (1),  (2),  (3) OR (7) OF  RULE  501  UNDER  THE
SECURITIES  ACT THAT IS ACQUIRING  THE SECURITY FOR ITS OWN ACCOUNT,  OR FOR THE
ACCOUNT OF AN "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW



                                      A-I-1

<PAGE>

TO, OR FOR OFFER OR SALE IN CONNECTION  WITH, ANY  DISTRIBUTION  IN VIOLATION OF
THE  SECURITIES  ACT, OR (D) PURSUANT TO ANOTHER  AVAILABLE  EXEMPTION  FROM THE
REGISTRATION  REQUIREMENTS  OF THE  SECURITIES  ACT,  SUBJECT  TO THE  DEBENTURE
ISSUER'S  AND THE  TRUST'S  RIGHT  PRIOR TO ANY  SUCH  OFFER,  SALE OR  TRANSFER
PURSUANT TO CLAUSES (C) OR (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION  AND/OR  OTHER  INFORMATION   SATISFACTORY  TO  EACH  OF  THEM  IN
ACCORDANCE  WITH THE AMENDED AND RESTATED  DECLARATION OF TRUST, A COPY OF WHICH
MAY BE  OBTAINED  FROM THE  DEBENTURE  ISSUER OR THE  TRUST.  THE HOLDER OF THIS
SECURITY BY ITS ACCEPTANCE  HEREOF AGREES THAT IT WILL COMPLY WITH THE FOREGOING
RESTRICTIONS.

       THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE  HEREOF AGREES,  REPRESENTS
AND  WARRANTS  THAT IT WILL NOT ENGAGE IN HEDGING  TRANSACTIONS  INVOLVING  THIS
SECURITY UNLESS SUCH TRANSACTIONS ARE IN COMPLIANCE WITH THE SECURITIES ACT.

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

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



                                      A-I-2

<PAGE>


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










                                      A-I-3

<PAGE>

Certificate Number  [P-001]                  Number of Capital Securities 20,000

                    Certificate Evidencing Capital Securities

                                       of

                          Tower Group Statutory Trust V

                                  TP Securities

                (liquidation amount $1,000 per Capital Security)

       Tower Group  Statutory  Trust V, a statutory trust created under the laws
of the State of Delaware (the "Trust"), hereby certifies that that Bear, Stearns
Securities  Corp.  as nominee on behalf of the  Depositary  Trust  Company  (the
"Holder"),  is the registered  owner of 20,000  capital  securities of the Trust
representing  undivided  beneficial  interests  in  the  assets  of  the  Trust,
designated the TP Securities  (liquidation  amount $1,000 per Capital  Security)
(the "Capital  Securities").  Subject to the Declaration (as defined below), the
Capital  Securities are  transferable  on the books and records of the Trust, in
person or by a duly authorized attorney, upon surrender of this Certificate duly
endorsed and in proper form for  transfer.  The Capital  Securities  represented
hereby  are  issued  pursuant  to,  and  the  designation,  rights,  privileges,
restrictions,  preferences  and  other  terms  and  provisions  of  the  Capital
Securities  shall in all respects be subject to, the  provisions  of the Amended
and Restated  Declaration of Trust of the Trust, dated as of March 31, 2006 (the
"Declaration"),   among   Francis  M.   Colalucci   and  Steven  G.  Fauth,   as
Administrators,  Wells Fargo Delaware Trust Company, as Delaware Trustee,  Wells
Fargo Bank, National Association,  as Institutional  Trustee, Tower Group, Inc.,
as Sponsor,  and the holders from time to time of undivided beneficial interests
in the  assets  of the  Trust,  including  the  designation  of the terms of the
Capital  Securities as set forth in Annex I to the Declaration,  as the same may
be amended  from time to time.  Capitalized  terms used  herein but not  defined
shall have the meaning given them in the Declaration.  The Holder is entitled to
the benefits of the Guarantee to the extent provided  therein.  The Sponsor will
provide a copy of the  Declaration,  the  Guarantee,  and the  Indenture  to the
Holder without charge upon written request to the Sponsor at its principal place
of business.

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

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

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



                                      A-I-4

<PAGE>


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

                                                 Tower Group Statutory Trust V


                                                 By: /s/ Steven G. Fauth
                                                    ____________________________
                                                     Name: Steven G. Fauth
                                                          ______________________
                                                     Title:  Administrator

                                                 Dated:_________________________


                          CERTIFICATE OF AUTHENTICATION

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

                                                 WELLS FARGO BANK, NATIONAL
                                                    ASSOCIATION,
                                                 not in its individual capacity
                                                 but solely as the
                                                 Institutional Trustee


                                                 By: Edward L. Truitt
                                                    ____________________________
                                                    Authorized Officer

                                                 Dated:_________________________





                                      A-I-5

<PAGE>

                          [FORM OF REVERSE OF SECURITY]

       Distributions payable on each Capital Security will be payable at a fixed
rate of 8.5625% (the "Fixed  Rate") per annum from March 31, 2006 until April 7,
2011,  (the "Fixed Rate Period") and  thereafter at a variable per annum rate of
interest,  reset quarterly,  equal to LIBOR (as defined in the Declaration) plus
3.30% (the "Variable  Rate") ("Coupon Rate" is defined to include the Fixed Rate
and Variable Rate, as applicable) of the stated liquidation amount of $1,000 per
Capital Security, such rate being the rate of interest payable on the Debentures
to be held by the Institutional Trustee. Except as set forth below in respect of
an Extension Period, Distributions in arrears for more than one quarterly period
will bear interest thereon  compounded  quarterly at the applicable  Coupon Rate
for each such quarterly  period (to the extent permitted by applicable law). The
term  "Distributions"  as used  herein  includes  cash  distributions,  any such
compounded  distributions and any Additional  Interest payable on the Debentures
unless  otherwise  stated.  A  Distribution  is payable  only to the extent that
payments are made in respect of the Debentures held by the Institutional Trustee
and to the extent the  Institutional  Trustee has funds legally available in the
Property  Account  therefor.  During  the  Fixed  Rate  Period,  the  amount  of
Distributions  payable for any period will be  computed  for any full  quarterly
Distribution  period on the basis of a 360-day year of twelve  30-day months and
the amount  payable for any partial period shall be computed on the basis of the
number  of  days  elapsed  in a  360-day  year of  twelve  30-day  months.  Upon
expiration of the Fixed Rate Period, distributions will be computed on the basis
of a  360-day  year  and the  actual  number  of days  elapsed  in the  relevant
Distribution period.

       Except  as  otherwise  described  below,  Distributions  on  the  Capital
Securities  will be cumulative,  will accrue from the date of original  issuance
and will be  payable  quarterly  in  arrears on January 7, April 7 and July 7 of
each year,  commencing on July 7, 2006 (each, a  "Distribution  Payment  Date").
Upon  submission  of  Notice,  the  Debenture  Issuer  has the  right  under the
Indenture  to defer  payments of interest on the  Debentures  by  extending  the
interest  payment period for up to 20 consecutive  quarterly  periods (each,  an
"Extension Period") at any time and from time to time on the Debentures, subject
to the conditions  described  below,  during which Extension  Period no interest
shall be due and payable  (except any  Additional  Interest  that may be due and
payable).  During any Extension Period,  interest will continue to accrue on the
Debentures,  and interest on such accrued  interest  (such accrued  interest and
interest  thereon  referred to herein as "Deferred  Interest") will accrue at an
annual rate equal to the Coupon Rate in effect for each such  Extension  Period,
compounded  quarterly  from the date  such  Deferred  Interest  would  have been
payable were it not for the Extension Period, to the extent permitted by law. No
Extension  Period may end on a date other than a  Distribution  Payment Date. At
the end of any  such  Extension  Period,  the  Debenture  Issuer  shall  pay all
Deferred Interest then accrued and unpaid on the Debentures;  provided, however,
that no  Extension  Period may extend  beyond the  Maturity  Date.  Prior to the
termination  of any Extension  Period,  the Debenture  Issuer may further extend
such period,  provided,  that such period  together  with all such  previous and


                                      A-I-6

<PAGE>

further consecutive extensions thereof shall not exceed 20 consecutive quarterly
periods,  or extend  beyond  the  Maturity  Date.  Upon the  termination  of any
Extension  Period and upon the payment of all Deferred  Interest,  the Debenture
Issuer  may  commence  a  new  Extension   Period,   subject  to  the  foregoing
requirements.  No interest or Deferred  Interest shall be due and payable during
an Extension  Period,  except at the end thereof,  but Deferred  Interest  shall
accrue upon each  installment of interest that would otherwise have been due and
payable  during  such  Extension  Period  until  such  installment  is paid.  If
Distributions are deferred, the Distributions due shall be paid on the date that
the related  Extension  Period  terminates to Holders of the  Securities as they
appear on the books and  records  of the Trust on the  record  date  immediately
preceding such Distribution  Payment Date.  Distributions on the Securities must
be paid on the dates payable  (after  giving effect to any Extension  Period) to
the extent that the Trust has funds  legally  available  for the payment of such
distributions  in the Property Account of the Trust. The Trust's funds available
for  Distribution  to the Holders of the Securities  will be limited to payments
received from the Debenture  Issuer.  The payment of Distributions out of moneys
held by the Trust is guaranteed by the Guarantor pursuant to the Guarantee.

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

















                                      A-I-7

<PAGE>


                                   ASSIGNMENT

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

_______________________

_______________________

_______________________

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

_______________________

_______________________

_______________________

(Insert address and zip code of assignee),

and irrevocably appoints________________________________________________________
as agent to  transfer  this  Capital  Security  Certificate  on the books of the
Trust. The agent may substitute another to act for it, him or her.

                           Date:____________________________________

                           Signature:_______________________________

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

                           Signature Guarantee:(1)__________________________








--------------------
       (1) Signature must be guaranteed by an "eligible  guarantor  institution"
that is a bank,  stockbroker,  savings  and loan  association  or credit  union,
meeting the requirements of the Security registrar,  which requirements  include
membership or participation in the Securities  Transfer Agents Medallion Program
("STAMP") or such other  "signature  guarantee  program" as may be determined by
the Security  registrar in addition to, or in substitution  for,  STAMP,  all in
accordance with the Securities Exchange Act of 1934, as amended.


                                      A-I-8

<PAGE>

                                   EXHIBIT A-2

                       FORM OF COMMON SECURITY CERTIFICATE

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

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









                                      A-2-1

<PAGE>

Certificate Number  [C-001]                      Number of Common Securities 619

                    Certificate Evidencing Common Securities
                                       of
                          Tower Group Statutory Trust V

       Tower Group  Statutory  Trust V, a statutory trust created under the laws
of the State of Delaware (the "Trust"),  hereby certifies that Tower Group, Inc.
(the  "Holder") is the  registered  owner of 619 common  securities of the Trust
representing   undivided  beneficial  interests  in  the  assets  of  the  Trust
(liquidation amount $1,000 per Common Security) (the "Common  Securities").  The
Common   Securities   represented   hereby  are  issued  pursuant  to,  and  the
designation, rights, privileges,  restrictions,  preferences and other terms and
provisions  of the Common  Securities  shall in all  respects be subject to, the
provisions of the Amended and Restated  Declaration of Trust of the Trust, dated
as of March 31, 2006 (the "Declaration"),  among Francis M. Colalucci and Steven
G. Fauth,  as  Administrators,  Wells Fargo Delaware Trust Company,  as Delaware
Trustee,  Wells Fargo Bank, National Association,  as Institutional Trustee, the
Holder,  as Sponsor,  and the holders from time to time of undivided  beneficial
interests in the assets of the Trust,  including the designation of the terms of
the Common  Securities as set forth in Annex I to the  Declaration,  as the same
may be amended from time to time.  Capitalized terms used herein but not defined
shall have the meaning given them in the Declaration. The Sponsor will provide a
copy of the  Declaration  and the  Indenture to the Holder  without  charge upon
written request to the Sponsor at its principal place of business.

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

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

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

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


                                      A-2-2

<PAGE>

       IN WITNESS  WHEREOF,  the Trust has executed this  certificate  March 31,
2006.

                                                 Tower Group Statutory Trust V


                                                 By:____________________________
                                                 Name:__________________________
                                                 Title: Administrator








                                      A-2-3

<PAGE>
                          [FORM OF REVERSE OF SECURITY]

       Distributions  payable on each Common Security will be payable at a fixed
rate of 8.5625% (the "Fixed  Rate") per annum from March 31, 2006 until April 7,
2011,  (the "Fixed Rate Period") and  thereafter at a variable per annum rate of
interest,  reset quarterly,  equal to LIBOR (as defined in the Declaration) plus
3.30% (the "Variable  Rate") ("Coupon Rate" is defined to include the Fixed Rate
and Variable Rate, as applicable) of the stated liquidation amount of $1,000 per
Common Security,  such rate being the rate of interest payable on the Debentures
to be held by the Institutional Trustee. Except as set forth below in respect of
an Extension Period, Distributions in arrears for more than one quarterly period
will bear interest thereon  compounded  quarterly at the applicable  Coupon Rate
for each such quarterly  period (to the extent permitted by applicable law). The
term  "Distributions"  as used  herein  includes  cash  distributions,  any such
compounded  distributions and any Additional  Interest payable on the Debentures
unless  otherwise  stated.  A  Distribution  is payable  only to the extent that
payments are made in respect of the Debentures held by the Institutional Trustee
and to the extent the  Institutional  Trustee has funds legally available in the
Property  Account  therefor.  During  the  Fixed  Rate  Period,  the  amount  of
Distributions  payable for any period will be  computed  for any full  quarterly
Distribution  period on the basis of a 360-day year of twelve  30-day months and
the amount  payable for any partial period shall be computed on the basis of the
number  of  days  elapsed  in a  360-day  year of  twelve  30-day  months.  Upon
expiration of the Fixed Rate Period,  distribution will be computed on the basis
of a  360-day  year  and the  actual  number  of days  elapsed  in the  relevant
Distribution period.

       Except  as  otherwise  described  below,   Distributions  on  the  Common
Securities  will be cumulative,  will accrue from the date of original  issuance
and will be  payable  quarterly  in  arrears  on  January 7, April 7, July 7 and
October 7 of each  year,  commencing  on July 7,  2006  (each,  a  "Distribution
Payment Date").  Upon submission of Notice,  the Debenture  Issuer has the right
under the Indenture to defer payments of interest on the Debentures by extending
the interest payment period for up to 20 consecutive quarterly periods (each, an
"Extension Period") at any time and from time to time on the Debentures, subject
to the conditions  described  below,  during which Extension  Period no interest
shall be due and payable  (except any  Additional  Interest  that may be due and
payable).  During any Extension Period,  interest will continue to accrue on the
Debentures,  and interest on such accrued  interest  (such accrued  interest and
interest  thereon  referred to herein as "Deferred  Interest") will accrue at an
annual rate equal to the Coupon Rate in effect for each such  Extension  Period,
compounded  quarterly  from the date  such  Deferred  Interest  would  have been
payable were it not for the Extension Period, to the extent permitted by law. No
Extension  Period may end on a date other than a  Distribution  Payment Date. At
the end of any  such  Extension  Period,  the  Debenture  Issuer  shall  pay all
Deferred Interest then accrued and unpaid on the Debentures;  provided, however,
that no  Extension  Period may extend  beyond the  Maturity  Date.  Prior to the
termination  of any Extension  Period,  the Debenture  Issuer may further extend
such period,  provided,  that such period  together  with all such  previous and
further consecutive extensions thereof shall not exceed 20 consecutive quarterly
periods,  or extend  beyond  the  Maturity  Date.  Upon the  termination  of any
Extension  Period and upon the payment of all Deferred  Interest,  the Debenture


                                      A-2-4

<PAGE>

Issuer  may  commence  a  new  Extension   Period,   subject  to  the  foregoing
requirements.  No interest or Deferred  Interest shall be due and payable during
an Extension  Period,  except at the end thereof,  but Deferred  Interest  shall
accrue upon each  installment of interest that would otherwise have been due and
payable  during  such  Extension  Period  until  such  installment  is paid.  If
Distributions are deferred, the Distributions due shall be paid on the date that
the related  Extension  Period  terminates to Holders of the  Securities as they
appear on the books and  records  of the Trust on the  record  date  immediately
preceding such Distribution Payment Date.

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

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












                                      A-2-5

<PAGE>

                                   ASSIGNMENT

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

_______________________

_______________________

_______________________

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

_______________________

_______________________

_______________________

(Insert address and zip code of assignee),

and  irrevocably  appoints  ________ as agent to transfer  this Common  Security
Certificate on the books of the Trust.  The agent may substitute  another to act
for him or her.

                  Date:__________________________

                  Signature:_____________________

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

                  Signature Guarantee:(1)_________________________








---------------------
       (1)Signature  must be guaranteed by an "eligible  guarantor  institution"
that is a bank,  stockbroker,  savings  and loan  association  or credit  union,
meeting the requirements of the Security registrar,  which requirements  include
membership or participation in the Securities  Transfer Agents Medallion Program
("STAMP") or such other  "signature  guarantee  program" as may be determined by
the Security  registrar in addition to, or in substitution  for,  STAMP,  all in
accordance with the Securities Exchange Act of 1934, as amended.




                                      A-2-6

<PAGE>

                                                                       EXHIBIT B

                         FORM OF TRANSFEREE CERTIFICATE
                  TO BE EXECUTED BY TRANSFEREES OTHER THAN QIBS

Tower Group, Inc.
Tower Group Statutory Trust V
120 Broadway, 14th Floor
New York, New York 10271-1699

Re:      Purchase of $1,000 stated liquidation amount of Capital Securities
         of Tower Group Statutory Trust V

Ladies and Gentlemen:

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

       1.     We understand that the TP Securities (the "Capital Securities") of
Tower Group  Statutory  Trust V (the  "Trust")  (including  the  guarantee  (the
"Guarantee")  of Tower  Group,  Inc.  (the  "Company")  executed  in  connection
therewith) and the Junior  Subordinated Debt Securities due April 7, 2036 of the
Company  (the  "Subordinated  Debt  Securities")  (the Capital  Securities,  the
Guarantee and the Subordinated Debt Securities together being referred to herein
as the "Offered Securities"),  have not been registered under the Securities Act
of 1933,  as  amended  (the  "Securities  Act"),  and may not be offered or sold
except as permitted in the following sentence. We agree on our own behalf and on
behalf  of any  investor  account  for  which  we  are  purchasing  the  Offered
Securities  that,  if we decide to offer,  sell or  otherwise  transfer any such
Offered  Securities,  such offer,  sale or transfer will be made only (a) to the
Company or the Trust,  (b) pursuant to Rule 144A under the Securities  Act, to a
person we reasonably believe is a qualified  institutional buyer under Rule 144A
(a "QIB") that  purchases for its own account or for the account of a QIB and to
whom  notice is given that the  transfer is being made in reliance on Rule 144A,
(c) pursuant to an exemption  from  registration,  to an  "accredited  investor"
within the meaning of  subparagraph  (a) (1),  (2), (3) or (7) of Rule 501 under
the Securities Act that is acquiring  Offered  Securities for its own account or
for the account of such an accredited  investor for investment  purposes and not
with a view  to,  or for  offer or sale in  connection  with,  any  distribution
thereof in violation of the Securities Act, or (d) pursuant to another available
exemption from the registration  requirements of the Securities Act, and in each
of the foregoing cases in accordance with any applicable  state  securities laws
and any  requirements  of law that govern the  disposition of our property.  The
foregoing restrictions on resale will not apply subsequent to the date on which,
in the written  opinion of counsel,  the Capital  Securities are not "restricted
securities"  within the  meaning of Rule 144 under the  Securities  Act.  If any
resale or other  transfer  of the  Offered  Securities  is  proposed  to be made
pursuant to clause (c) or (d) above,  the transferor shall deliver a letter from
the  transferee  substantially  in the form of this letter to the  Institutional
Trustee as  Transfer  Agent,  which  shall  provide as  applicable,  among other
things,  that the transferee is an "accredited  investor"  within the meaning of
subparagraph  (a)(1),  (2), (3) or (7) of Rule 501 under the Securities Act that
is acquiring such Securities for investment purposes and not for distribution in


                                       B-1

<PAGE>

violation of the  Securities  Act. We acknowledge on our behalf and on behalf of
any investor  account for which we are purchasing  Securities that the Trust and
the  Company  reserve  the  right  prior to any  offer,  sale or other  transfer
pursuant to clause (c) or (d) to require the delivery of any opinion of counsel,
certifications  and/or  other  information  satisfactory  to the  Trust  and the
Company.  We understand that the  certificates  for any Offered Security that we
receive will bear a legend substantially to the effect of the foregoing.

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

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

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

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

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


                                       B-2

<PAGE>


                                                 _______________________________
                                                   (Name of Purchaser)


                                                 By:____________________________

                                                 Date:__________________________

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

Name:_________________________

Address:______________________

Taxpayer ID Number:___________











                                       B-3

<PAGE>

                                                                       EXHIBIT C

                         FORM OF TRANSFEROR CERTIFICATE
                             TO BE EXECUTED FOR QIBs

                                                               ________, [     ]
Tower Group, Inc.
Tower Group Statutory Trust V
120 Broadway, 14th Floor
New York, New York 10271-1699

Re:    Purchase of $1,000 stated liquidation amount of TP Securities
       (the "Capital Securities") of Tower Group Statutory Trust V

       Reference is hereby made to the Amended and Restated Declaration of Trust
of  Tower   Group   Statutory   Trust  V,  dated  as  of  March  31,  2006  (the
"Declaration"),   among   Francis  M.   Colalucci   and  Steven  G.  Fauth,   as
Administrators,  Wells Fargo Delaware Trust Company, as Delaware Trustee,  Wells
Fargo Bank, National Association,  as Institutional  Trustee, Tower Group, Inc.,
as Sponsor,  and the holders from time to time of undivided beneficial interests
in the assets of Tower Group Statutory Trust V.  Capitalized  terms used but not
defined herein shall have the meanings given them in the Declaration.

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

       In accordance with Section 8.2(b) of the Declaration, the Transferor does
hereby certify that such Capital  Securities are being transferred in accordance
with (i) the transfer  restrictions set forth in the Capital Securities and (ii)
Rule 144A under the  Securities  Act ("Rule  144A"),  to a  transferee  that the
Transferor  reasonably believes is purchasing the Capital Securities for its own
account  or an  account  with  respect to which the  transferee  exercises  sole
investment  discretion  and the  transferee and any such account is a "qualified
institutional  buyer" within the meaning of Rule 144A, in a transaction  meeting
the requirements of Rule 144A and in accordance with applicable  securities laws
of any state of the United States or any other jurisdiction.

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

                                                 _______________________________
                                                   (Name of Transferor)

                                                 By:____________________________
                                                    Name:_______________________
                                                    Title:______________________

                                                 Date:__________________________





                                       C-1