<PAGE>

                              AMENDED AND RESTATED

                              DECLARATION OF TRUST

                                       OF

                               TITAN CAPITAL TRUST

                                FEBRUARY 9, 2000


                  AMENDED AND RESTATED DECLARATION OF TRUST ("Declaration"),
dated and effective as of February 9, 2000, by the undersigned trustees
(together with all other Persons from time to time duly appointed and serving as
trustees in accordance with the provisions of this Declaration, the "Trustees"),
The Titan Corporation, a Delaware corporation, as trust Depositor (the
"Depositor"), and by the holders, from time to time, of undivided beneficial
interests in the assets of the Trust (as defined below) issued pursuant to this
Declaration;

                  WHEREAS, the Trustees and the Depositor established Titan
Capital Trust (the "Trust") under the Business Trust Act (as hereinafter
defined) pursuant to a Declaration of Trust dated as of January 19, 2000 (the
"Original Declaration"), and a Certificate of Trust filed with the Secretary of
State of the State of Delaware on January 19, 2000, 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 hereinafter defined);

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

                  WHEREAS, all of the Trustees and the Depositor, by this
Declaration, amend and restate each and every term and provision of the Original
Declaration; and

                  NOW, THEREFORE, it being the intention of the parties hereto
to continue the Trust as a business trust under the Business Trust Act and that
this Declaration constitute the governing instrument of such business trust, the
Trustees declare that all assets contributed to the Trust will be held in trust
for the benefit of the holders, from time to time, of the securities
representing undivided beneficial interests in the assets of the Trust issued
hereunder, subject to the provisions of this Declaration.

                                    ARTICLE I

                         INTERPRETATION AND DEFINITIONS


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                  Section 1.01 DEFINITIONS. Unless the context otherwise
requires:

                  (a) Capitalized terms used in this Declaration but not defined
in the preamble above have the respective meanings assigned to them in this
Declaration, and any capitalized term not defined in this Declaration shall have
the meaning assigned thereto in the Indenture;

                  (b) a term defined anywhere in this Declaration or the
Indenture 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, Sections,
Annexes and Exhibits are to Articles and Sections of and Annexes and Exhibits to
this Declaration unless otherwise specified;

                  (e) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles;

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

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

                  "ACS" means Advanced Communication Systems, Inc., a
Delaware corporation.

                  "ADDITIONAL AMOUNTS" has the meaning specified in the
Indenture.

                  "ADMINISTRATIVE ACTION" has the meaning set forth in the
definition of "Tax Event" in this Section 1.01.

                  "ADMINISTRATIVE TRUSTEE" means any Trustee other than the
Property Trustee and the Delaware Trustee.

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

                  "AGENT" means any Registrar, Paying Agent, Conversion
Agent or co-registrar.


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<PAGE>

                  "APPOINTMENT EVENT" means an event defined in the terms of the
Preferred Securities, as set forth in Annex I, which entitles the Holders of a
Majority in liquidation amount of the Preferred Securities to appoint a Special
Trustee.

                  "AUTHORIZED OFFICER" of a Person means any Person that is
authorized to bind such Person.

                  "BENEFICIARIES" has the meaning set forth in Section
4.03(a).

                  "BOOK ENTRY INTEREST" means a beneficial interest in a Global
Preferred Securities Certificate, ownership and transfers of which shall be
maintained and made through book entries by a Depositary as described in Section
9.02.

                  "BUSINESS DAY" means any day other than a Saturday or a
Sunday, or a day on which banking institutions in The City of New York are
authorized or required by law or executive order to remain closed, or a day on
which the Corporate Trust Office of the Property Trustee or the Debenture
Trustee is closed for business.

                  "BUSINESS TRUST ACT" means Chapter 38 of Title 12 of the
Delaware Code, 12 Del. Code Section 3801 eT Seq., as it may be amended from
time to time, or any successor legislation.

                  "CERTIFICATE" means a certificate in global or definitive form
representing a Common Security or a Preferred Security.

                  "CHANGE IN 1940 ACT LAW" has the meaning specified in
paragraph 4(d) of Annex I.

                  "CLOSING DATE" means February 9, 2000.

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

                  "COMMISSION" means the Securities and Exchange Commission.

                  "COMMON SECURITIES" has the meaning specified in Section
7.01(a).

                  "COMMON SECURITIES GUARANTEE" means the guarantee agreement to
be dated as of February 9, 2000 of the Depositor in respect of the Common
Securities.

                  "COMMON STOCK" has the meaning specified in the Indenture.

                  "COMPOUNDED INTEREST" has the meaning specified in the
Indenture.


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                  "CONVERSION AGENT" has the meaning set forth in Section 7.04.

                  "CONVERSION DATE" has the meaning specified in paragraph 5(b)
of Annex I.

                  "CONVERSION REQUEST" has the meaning specified in paragraph
5(b) of Annex I.

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

                  "DEBENTURE EVENT OF DEFAULT" in respect of the Securities
means an Event of Default (as defined in the Indenture) has occurred and is
continuing in respect of the Debentures.

                  "DEBENTURE ISSUER" means the Depositor in its capacity as
issuer of the Debentures.

                  "DEBENTURES" means the Convertible Senior Subordinated
Debentures Due 2030 of the Debenture Issuer.

                  "DEBENTURE TRUSTEE" means Wilmington Trust Company, a Delaware
banking corporation, as trustee under the Indenture until a successor is
appointed thereunder, and thereafter means such successor trustee.

                  "DECLARATION" means this Amended and Restated Declaration of
Trust as originally executed or as it may from time to time be supplemented or
amended.

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

                  "DEFERRAL PERIOD" has the meaning specified in paragraph 2(b)
of Annex I.

                  "DEFINITIVE PREFERRED SECURITIES" means any Preferred
Securities in definitive form issued by the Trust.

                  "DELAWARE TRUSTEE" has the meaning set forth in Section 5.02.

                  "DEPOSITARY" means The Depository Trust Company, the initial
clearing agency, until a successor shall be appointed pursuant to Section 9.05,
and thereafter means such successor Depositary.

                  "DEPOSITOR" means The Titan Corporation, a Delaware
corporation, or any successor entity in a merger, consolidation or amalgamation,
in its capacity as Depositor of the Trust.


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                  "DIRECT ACTION" has the meaning specified in Section 3.08(e).

                  "DISCLOSURE DOCUMENTS" has the meaning specified in the
Remarketing Agreement.

                  "DISSOLUTION TAX OPINION" has the meaning specified in the
definition of Tax Event in this Section 1.01.

                  "DISTRIBUTION" means a distribution payable to Holders of
Securities in accordance with Section 6.01.

                  "DISTRIBUTION DATE" has the meaning specified in paragraph
2(b) of Annex I.

                  "EVENT OF DEFAULT" means:

                           (i) a Debenture Event of Default; or

                           (ii) default by the Trust in the payment of any
         Distribution when it becomes due and payable, and continuation of such
         default for a period of 30 days (subject to the deferral of any due
         date in the case of a Deferral Period); or

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

                           (iv) default in the performance, or breach, in any
         material respect, of any covenant or warranty of the Trustees in the
         Declaration (other than a covenant or warranty, a default in the
         performance of which or the breach of which is addressed in clause (ii)
         or (iii) above), and continuation of such default or breach for a
         period of 60 days after there has been given, by registered or
         certified mail, to the Declaration Trustee or Declaration Trustees by
         the holders of at least 25% in aggregate liquidation amount of the
         outstanding Preferred Securities, a written notice specifying such
         default or breach and requiring it to be remedied and stating that such
         notice is a "Notice of Default" under the Declaration; or

                           (v) the occurrence of a bankruptcy or insolvency with
         respect to the Property Trustee and the failure of the Depositor to
         appoint a successor Property Trustee in the manner required by Section
         5.06(c).

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


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                  "FAILED FINAL REMARKETING" has the meaning specified in the
Remarketing Agreement.

                  "FISCAL YEAR" shall have the meaning specified in Section
11.01.

                  "GLOBAL PREFERRED SECURITY" shall have the meaning specified
in Section 7.03(a).

                  "HOLDER" means a Person in whose name a Certificate
representing a Security is registered, such Person being a beneficial owner
within the meaning of the Business Trust Act.

                  "INDEMNIFIED PERSON" means (a) any Trustee; (b) any Affiliate
of any Trustee; (c) any officers, directors, shareholders, members, partners,
employees, representatives or agents of any Trustee; or (d) any employee or
agent of the Trust or its Affiliates.

                  "INDENTURE" means the Indenture, dated as of February 9, 2000,
between the Debenture Issuer and the Debenture Trustee, as it may be amended
from time to time.

                  "INITIAL CONVERSION PRICE" has the meaning specified in
paragraph 5(a) of Annex I.

                  "INITIAL RATE" has the meaning specified in paragraph 2(a) of
Annex I.

                  "INITIAL REDEMPTION PRICE" has the meaning specified in the
Indenture.

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

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

                  "INVESTMENT COMPANY EVENT" has the meaning specified in
paragraph 4(d) of Annex I.

                  "LEGAL ACTION" has the meaning set forth in Section 3.06(g).

                  "LIKE AMOUNT" means (i) with respect to a redemption of
Securities, Securities having an aggregate liquidation amount equal to that
portion of the principal amount of Debentures to be contemporaneously redeemed
in accordance with the Indenture, allocated to such Securities based upon the
relative liquidation amounts of such Securities and the proceeds of which will
be used to pay the applicable Redemption Price of such Securities and (ii) with
respect to a distribution of Debentures to Holders of the Securities in
connection with a dissolution and liquidation of the Trust, Debentures having a
principal amount equal to the aggregate liquidation amount of the Securities of
the Holder to whom such Debentures are distributed.


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                  "LIQUIDATION DISTRIBUTION" has the meaning specified in
paragraph 3 of Annex I.

                  "LIST OF HOLDERS" has the meaning set forth in Section
2.02(a).

                  "MAJORITY IN LIQUIDATION AMOUNT OF THE SECURITIES" means,
except as provided in the terms of the Securities and by the Trust Indenture
Act, Holder(s) of outstanding Securities voting together as a single class
or, as the context may require, Holders of outstanding Preferred Securities
or Holders of outstanding Common Securities voting separately as a class,
representing more than 50% of the aggregate liquidation amount (i.e., the
stated amount that would be paid on redemption, liquidation or otherwise,
plus accrued and unpaid Distributions to the date upon which the voting
percentages are determined) of all outstanding Securities of the relevant
class.

                  "MINISTERIAL ACTION" has the meaning set forth in paragraph
4(d) in Annex I.

                  "NO RECOGNITION OPINION" has the meaning specified in
paragraph 4(d) of Annex I.

                  "NOTICE" has the meaning set forth in Section 15.01(c).

                  "OBLIGATIONS" means any costs, expenses or liabilities of the
Trust, other than obligations of the Trust to pay to Holders of any Securities
or other similar interests in the Trust the amounts due such Holders pursuant to
the terms of the Securities or such other similar interests, as the case may be.

                  "OFFER TO REPURCHASE" has the meaning set forth in Section
15.01(a).

                  "OFFERING CIRCULAR" means the confidential offering circular,
dated as of February 3, 2000, relating to the issuance by the Trust of Preferred
Securities.

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

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

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

                           (iii) a statement that each such officer has made
         such examination or investigation as, in such officer's opinion, is
         necessary to enable such


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         officer to express an informed opinion as to whether or not such
         covenant or condition has been complied with; and

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

                  "OID" means original issue discount.

                  "OPTIONAL CLOSING DATE" has the meaning assigned to such term
in the Purchase Agreement.

                  "OPTIONAL REDEMPTION" has the meaning specified in the
Indenture.

                  "PARTICIPANTS" has the meaning set forth in Section 7.03(b).

                  "PAYING AGENT" has the meaning specified in Section 7.04.

                  "PAYMENT AMOUNT" has the meaning specified in Section 6.01.

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

                  "PREFERRED SECURITIES" has the meaning specified in Section
7.01(a).

                  "PREFERRED SECURITIES GUARANTEE" means the guarantee agreement
to be dated as of February 9, 2000, between the Depositor and Wilmington Trust
Company, as Guarantee Trustee, in respect of the Preferred Securities.

                  "PREFERRED SECURITY BENEFICIAL OWNER" means, with respect to a
Book Entry Interest, a Person who is the beneficial owner of such Book Entry
Interest, as reflected on the books of the Depositary, or on the books of a
Person maintaining an account with such Depositary (directly as a Participant
or as an indirect participant, in each case in accordance with the rules of such
Depositary).

                  "PROPERTY TRUSTEE" means the Trustee meeting the eligibility
requirements set forth in Section 5.03.

                  "PROPERTY TRUSTEE ACCOUNT" has the meaning set forth in
Section 3.08(c).

                  "PRO RATA" has the meaning specified in paragraph 9 of Annex
I.

                  "QIBS" has the meaning set forth in Section 3.06(b)(i).


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                  "PURCHASE AGREEMENT" has the meaning set forth in Section
7.03.

                  "QUORUM" means a majority of the Administrative Trustees or,
if there are only two Administrative Trustees, both of them.

                  "REDEMPTION PRICE" has the meaning specified in the Indenture.

                  "REDEMPTION TAX OPINION" has the meaning specified in
paragraph 4 (d) of Annex I.

                  "REGISTRAR" has the meaning set forth in Section 7.04.

                  "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement, dated February 9, 2000, among the Depositor, the Trust, and the
Purchasers named in the Purchase Agreement.

                  "REGULAR RECORD DATE" has the meaning specified in the
Indenture.

                  "RELATED PARTY" means, with respect to the Depositor, any
direct or indirect wholly owned subsidiary of the Depositor or any other Person
that owns, directly or indirectly, 100% of the outstanding voting securities of
the Depositor.

                  "REMARKETING" has the meaning specified in the Remarketing
Agreement.

                  "REMARKETING AGENT" has the meaning specified in the
Indenture.

                  "REMARKETING AGREEMENT" means the Remarketing Agreement, dated
February 9, 2000 among the Depositor, the Trust, the Tender Agent and the
Remarketing Agent.

                  "REPURCHASE PAYMENT" has the meaning set forth in Section
15.01(a).

                  "REPURCHASE PAYMENT DATE" has the meaning set forth in Section
15.01(c)(ii).

                  "RESET DATE" means any date that is (i) not later than
February 15, 2005 (or, if such day is not a Business Day, the next succeeding
Business Day), and (ii) not earlier than 70 Business Days prior to February 15,
2005, as may be determined by the Remarketing Agent, in its sole discretion.


                  "RESPONSIBLE OFFICER" means, with respect to the Property
Trustee, any vice-president, any assistant vice-president, the treasurer, any
assistant treasurer, any trust officer or assistant trust officer or any other
officer in the corporate trust department of the Property Trustee customarily
performing functions similar to those performed by any of the above designated


                                       9
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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 PREFERRED SECURITIES" has the meaning specified in
Section 9.01(j).

                  "RESTRICTED SECURITIES LEGEND" shall mean the legend specified
in Section 9.02(j)(i).

                  "SECURITIES" means the Common Securities and the Preferred
Securities.

                  "SECURITIES ACT" means the Securities Act of 1933 or any
successor legislation.

                  "SECURITIES CUSTODIAN" means the custodian with respect to any
Preferred Security in global form.

                  "SECURITIES GUARANTEE" means the Common Securities Guarantee
and the Preferred Securities Guarantee.

                  "SPECIAL TRUSTEE" means a trustee appointed by the Holders of
a Majority in liquidation amount of the Preferred Securities in accordance with
Section 5.06(a)(ii)(B).

                  "SUCCESSOR DELAWARE TRUSTEE" has the meaning set forth in
Section 5.06(d).

                  "SUCCESSOR ENTITY" has the meaning specified in Section
3.15(b).

                  "SUCCESSOR PROPERTY TRUSTEE" has the meaning set forth in
Section 5.06(b).

                  "SUCCESSOR SECURITIES" has the meaning specified in Section
3.15(b).

                  "SUPER MAJORITY" has the meaning set forth in Section
2.06(a)(ii).

                  "TAX EVENT" means the receipt by the Property Trustee of an
opinion of a nationally recognized independent tax counsel to the Depositor
(reasonably acceptable to the Trustees) experienced in such matters (a
"DISSOLUTION TAX OPINION") to the effect that, as a result of (i) any amendment
to or change (including any announced prospective change (which shall not
include a proposed change), PROVIDED that a Tax Event shall not occur more than
90 days before the effective date of any such prospective change) in the laws
(or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein, (ii) any judicial decision
or official administrative pronouncement, ruling, regulatory procedure, notice
or announcement, including any notice or announcement of intent to adopt such
procedures or regulations (an "ADMINISTRATIVE ACTION") or (iii) any amendment to
or change in the administrative position or interpretation of any Administrative
Action or judicial decision that


                                       10

<PAGE>

differs from the theretofore generally accepted position, in each case, by any
legislative body, court, governmental agency or regulatory body, irrespective of
the manner in which such amendment or change is made known, which amendment or
change is effective or such Administrative Action or decision is announced, in
each case, on or after the date of the original issuance of the Debentures or
the issue date of the Preferred Securities issued by the Trust, there is more
than an insubstantial risk that (a) if the Debentures are held by the Property
Trustee, (x) 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 interest
accrued or received on the Debentures or subject to more than a DE MINIMIS
amount of other taxes, duties or other governmental charges as determined by
such counsel, or (y) any portion of interest payable by the Depositor to the
Trust (or OID accruing) on the Debentures is not, or within 90 days of the date
of such opinion will not be, deductible by the Depositor in whole or in part for
United States federal income tax purposes or (b) with respect to Debentures
which are no longer held by the Property Trustee, any portion of interest
payable by the Depositor (or OID accruing) on the Debentures is not, or within
90 days of the date of such opinion will not be, deductible by the Depositor in
whole or in part for United States federal income tax purposes.

                  "TENDER AGENT" means the Property Trustee if any Preferred
Securities are outstanding and the Debenture Trustee if the Debentures have been
distributed to the Holders of the Preferred Securities.

                  "TENDER NOTIFICATION DATE" has the meaning specified in the
Indenture.

                  "10% IN LIQUIDATION AMOUNT OF THE SECURITIES" means, except as
provided in the terms of the Securities or by the Trust Indenture Act, Holders
of outstanding Securities voting together as a single class or, as the context
may require, Holders of outstanding Preferred Securities or Holders of
outstanding Common Securities, voting separately as a class, representing 10%
or more of the aggregate liquidation amount (i.e., 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.

                  "TERM PROVISIONS" has the meaning specified in the Remarketing
Agreement.

                  "TERM CALL PROTECTIONS" has the meaning specified in the
Remarketing Agreement.

                  "TREASURY REGULATIONS" means the income tax regulations,
including temporary and proposed regulations, promulgated under the Code by the
United States Treasury, as such regulations may be amended from time to time
(including corresponding provisions of succeed ing regulations).

                  "TRUST" has the meaning specified in the first recital of this
Agreement.


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<PAGE>

                  "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.

                  "UNRESTRICTED GLOBAL PREFERRED SECURITY" has the meaning set
forth in Section 9.02(b).

                                   ARTICLE II

                               TRUST INDENTURE ACT

                  Section 2.01 TRUST INDENTURE ACT; APPLICATION. (a) This
Declaration is subject to the provisions of the Trust Indenture Act that are
required to be part of this Declaration, which are incorporated by reference in
and made part of this Declaration and shall, to the extent applicable, be
governed by such provisions.

                  (b) The Property Trustee shall be the only Trustee which is a
Trustee for the purposes of the Trust Indenture Act.

                  (c) If and to the extent that any provision of this
Declaration limits, qualifies or conflicts with the duties imposed by
Sections 310 to 317, inclusive, of the Trust Indenture Act, such imposed
duties shall control.

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

                  Section 2.02 LISTS OF HOLDERS OF SECURITIES. (a) Each of
the Depositor and the Administrative Trustees on behalf of the Trust shall
provide the Property Trustee (i) within 14 days after each record date for
payment of Distributions, a list, in such form as the Property Trustee may
reasonably require, of the names and addresses of the Holders of the
Securities ("LIST OF HOLDERS") as of such record date, PROVIDED that neither
the Depositor nor the Adminis trative Trustees on behalf of the Trust shall
be obligated to provide such List of Holders at any time the List of Holders
does not differ from the most recent List of Holders given to the Property
Trustee by the Depositor and the Administrative Trustees on behalf of the
Trust, and (ii) at any other time, within 30 days of receipt by the Trust of
a written request for a List of Holders as of a date no more than 14 days
before such List of Holders is given to the Property Trustee. The Property
Trustee shall preserve, in as current a form as is reasonably practicable,
all

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<PAGE>

information contained in Lists of Holders given to it or which it receives in
its capacity as Paying Agent (if acting in such capacity), PROVIDED that the
Property Trustee may destroy any List of Holders previously given to it on
receipt of a new List of Holders.

                  (b) The Property Trustee shall comply with its obligations
under Sections 311(a), 311(b) and 312(b) of the Trust Indenture Act.

                  Section 2.03 REPORTS BY THE PROPERTY TRUSTEE. Within 60
days after May 15 of each year, commencing May 15, 2000, the Property Trustee
shall provide to the Holders of the Preferred Securities such reports as are
required by Section 313 of the Trust Indenture Act, if any, in the form and
in the manner provided by Section 313 of the Trust Indenture Act. The
Property Trustee shall also comply with the requirements of Section 313(d) of
the Trust Indenture Act.

                  Section 2.04 PERIODIC REPORTS TO PROPERTY TRUSTEE. Each of
the Depositor and the Administrative Trustees on behalf of the Trust shall
provide to the Property Trustee such documents, reports and information as
required by Section 314 of thE Trust Indenture Act (if any) and the
compliance certificate required by Section 314 of the Trust Indenture Act in
the form, in the manner and at the times required by Section 314 of the Trust
Indenture Act, such compliance certificate to be delivered annually on or
before 120 days after the end of each fiscal year of the Depositor.

                  Section 2.05 EVIDENCE OF COMPLIANCE WITH CONDITIONS
PRECEDENT. Each of the Depositor and the Administrative Trustees on behalf of
the Trust shall provide to the Property Trustee such evidence of compliance
with any conditions precedent, if any, provided for in this Declaration that
relate to any of the matters set forth in Section 314(c) of the Trust
Indenture Act. Any certificate or opinion required to be given by an officer
pursuant to Section 314(c)(1) may be given in the form of an Officers'
Certificate.

                  Section 2.06 EVENTS OF DEFAULT; WAIVER. (a) The Holders of
a Majority in liquidation amount of Preferred Securities may, by vote, on
behalf of the Holders of all of the Preferred Securities, waive any past
Event of Default in respect of the Preferred Securities and its consequences,
PROVIDED that, if the Event of Default:

                           (i) is caused by a Debenture Event of Default that is
         not waivable under the Indenture, the Event of Default under the
         Declaration shall also not be waivable;

                           (ii) is caused by a Debenture Event of Default that
         requires the consent or vote of greater than a majority in principal
         amount of the holders of the Debentures (a "SUPER MAJORITY") to be
         waived under the Indenture, the Event of Default under the Declaration
         may only be waived by the vote of the Holders of at least the
         proportion in liquidation amount of the Preferred Securities that the
         relevant Super Majority represents of the aggregate principal amount of
         the Debentures outstanding;


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<PAGE>

                           (iii) is the result of a default by the Trust in the
         payment of any Distribution when it becomes due and payable, which
         default has continued for 30 days (subject to the deferral of any due
         date in the case of a Deferral Period), the Event of Default shall not
         be waivable; or

                           (iv) is the result of a default by the Trust in the
         payment of any Redemption Price of any Preferred Security when it
         becomes due and payable, the Event of Default shall not be waivable.

                  The foregoing provisions of this Section 2.06(a) shall be
in lieu of Section 316(a)(1)(B) of the Trust Indenture Act and such Section
316(a)(1)(B) of the Trust Indenture Act is hereby expressly excluded from
this Declaration and the Securities, as permitted by the Trust Indenture Act.

                  Upon such waiver, any such default shall cease to exist, and
any Event of Default with respect to the Preferred Securities arising therefrom
shall be deemed to have been cured for every purpose of this Declaration, but no
such waiver shall extend to any subsequent or other default or an Event of
Default with respect to the Preferred Securities or impair any right consequent
thereon. Any waiver by the Holders of the Preferred Securities of an Event of
Default with respect to the Preferred Securities shall also be deemed to
constitute a waiver by the Holders of the Common Securities of any such Event of
Default with respect to the Common Securities for all purposes of this
Declaration without any further act, vote, or consent of the Holders of the
Common Securities.

                  (b) The Holders of a Majority in liquidation amount of the
Common Securities may, by vote, on behalf of the Holders of all of the Common
Securities, waive any past Event of Default with respect to the Common
Securities and its consequences, PROVIDED that, if the Event of Default is
caused by a Debenture Event of Default that:

                           (i) is not waivable under the Indenture, except where
         the Holders of the Common Securities are deemed to have waived such
         Event of Default under the Declaration as provided below in this
         Section 2.06(b), the Event of Default under the Declaration shall also
         not be waivable; or

                           (ii) requires the consent or vote of a Super Majority
         to be waived, except where the Holders of the Common Securities are
         deemed to have waived such Event of Default under the Declaration as
         provided below in this Section 2.06(b), the Event of Default under the
         Declaration may only be waived by the vote of the Holders of at least
         the proportion in liquidation amount of the Common Securities that the
         relevant Super Majority represents of the aggregate principal amount of
         the Debentures outstanding;


                                       14
<PAGE>

PROVIDED FURTHER, each Holder of Common Securities will be deemed to have
waived any such Event of Default and all Events of Default with respect to
the Common Securities and its consequences until the effects of all Events of
Default with respect to the Preferred Securities have been cured, waived or
otherwise eliminated, and until such Events of Default have been so cured,
waived or otherwise eliminated, the Property Trustee will be deemed to be
acting solely on behalf of the Holders of the Preferred Securities and only
the Holders of the Preferred Securities will have the right to direct the
Property Trustee in accordance with the terms of the Securities. The
foregoing provisions of this Section 2.06(b) shall be in lieu of Sections
316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act and such Sections
316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act are hereby expressly
excluded from this Declaration and the Securities, as permitted by the Trust
Indenture Act. Subject to the foregoing provisions of this Section 2.06(b),
upon such waiver, any such default shall cease to exist and any Event of
Default with respect to the Common Securities arising therefrom shall be
deemed to have been cured for every purpose of this Declaration, but no such
waiver shall extend to any subsequent or other default or Event of Default
with respect to the Common Securities or impair any right consequent thereon.

                  (c) A waiver of an Event of Default under the Indenture by
the Property Trustee at the direction of the Holders of the Preferred
Securities, constitutes a waiver of the corresponding Event of Default under
this Declaration. The foregoing provisions of this Section 2.06(c) shall be
in lieu of Section 316(a)(1)(B) of the Trust Indenture Act and such Section
316(a)(1)(B) of the Trust Indenture Act is hereby expressly excluded from
this Declaration and the Securities, as permitted by the Trust Indenture Act.

                  Section 2.07 EVENT OF DEFAULT; NOTICE. (a) The Property
Trustee shall, within ten Business Days after the occurrence of an Event of
Default actually known to the Property Trustee, (i) transmit by mail,
first-class postage prepaid, to the Holders of the Securities, and (ii) transmit
by any means provided for in this Declaration to the Administrative Trustees and
the Depositor, notices of all defaults actually known to the Property Trustee,
unless such defaults have been cured or waived before the giving of such notice
(the term "defaults" for the purposes of this Section 2.07(a) being hereby
defined to be an Event of Default, not including any periods of grace and
irrespective of the giving of any notice); PROVIDED that, except for a default
in the payment of principal of (or premium, if any) or interest on any of the
Debentures, the Property Trustee shall be protected in withholding such notice
if and so long as the board of directors, the executive committee, or a trust
committee of directors and/or Responsible Officers of the Property Trustee in
good faith determines that the withholding of such notice is in the interests of
the Holders of the Securities.

                  (b) The Property Trustee shall not be deemed to have knowledge
of any default except:

                           (i) a default under Sections 5.01(1) and 5.01(2) of
         the Indenture; or


                                       15
<PAGE>

                           (ii) any default as to which the Property Trustee
         shall have received written notice.

                                   ARTICLE III

                                  ORGANIZATION

                  Section 3.01 NAME. The Trust is named "Titan Capital Trust,"
as such name may be modified from time to time by the Administrative Trustees
following written notice to the Holders of Securities. The Trust's activities
may be conducted under the name of the Trust or any other name deemed advisable
by the Administrative Trustees.

                  Section 3.02 OFFICE. The address of the principal office of
the Trust is c/o The Titan Corporation, 3033 Science Park Road, San Diego,
California 92121-1199, Attention: General Counsel. On ten Business Days' written
notice to the Holders of Securities, the Administrative Trustees may designate
another principal office.

                  Section 3.03 PURPOSE. The exclusive purposes and functions of
the Trust are (a) to issue and sell the Securities and use the proceeds from
such sale to acquire the Debentures, and (b) except as otherwise limited herein,
to engage in only those other activities necessary or incidental thereto. The
Trust shall not borrow money, issue debt or reinvest proceeds derived from
investments, pledge any 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 3.04 AUTHORITY. (a) Subject to the limitations
provided in this Declaration and to the specific duties of the Property
Trustee, the Administrative Trustees shall have exclusive and complete authority
to carry out the purposes of the Trust. An action taken by the Administrative
Trustees in accordance with their powers shall constitute the act of and serve
to bind the Trust and an action taken by the Property Trustee in accordance with
its powers shall constitute the act of and serve to bind the Trust. In dealing
with the Trustees acting on behalf of the Trust, no Person shall be required to
inquire into the authority of the Trustees to bind the Trust. Persons dealing
with the Trust are entitled to rely conclusively on the power and authority of
the Trustees as set forth in this Declaration.

                  (b) Except as expressly set forth in this Declaration and
except if a meeting of the Administrative Trustees is called with respect to any
matter over which the Administrative Trustees have power to act, any power of
the Administrative Trustees may be exercised by, or with the consent of, any one
such Administrative Trustee.

                  (c) An Administrative Trustee may, by power of attorney
consistent with applicable law, delegate to any other natural person over the
age of 21 his or her power for the


                                       16
<PAGE>

purposes of signing any documents which the Administrative Trustees have power
and authority to cause the Trust to execute pursuant to Section 3.06.

                  Section 3.05 TITLE TO PROPERTY OF THE TRUST. Except as
provided in Section 3.08 with respect to the Debentures and the Property Trustee
Account or as otherwise provided in this Declaration, legal title to all assets
of the Trust shall be vested in the Trust. The Holders shall not have legal
title to any part of the assets of the Trust, but shall have an undivided
beneficial interest in the assets of the Trust.

                  Section 3.06 POWERS AND DUTIES OF THE ADMINISTRATIVE TRUSTEES.
The Administrative Trustees shall have, together (except in the case of
paragraphs (a), (b) and (c) of this Section 3.06) with any Special Trustee
holding office pursuant to Section 5.06, if any, the exclusive power, duty and
authority to cause the Trust to engage in the following activities:

                  (a) to issue and sell the Preferred Securities and the Common
Securities in accordance with this Declaration; PROVIDED, HOWEVER, that the
Trust may issue no more than one series of Preferred Securities and no more than
one series of Common Securities, and, PROVIDED FURTHER, that there shall be no
interests in the Trust other than the Securities, and the issuance of Securities
shall be limited to simultaneous issuances of both Preferred Securities and
Common Securities on the Closing Date and any Optional Closing Date;

                  (b) in connection with the issue and sale of the Preferred
Securities, at the direction of the Depositor, to:

                           (i) assist in the preparation of the Offering
         Circular and preliminary offering circular, in each case prepared by
         the Depositor, in relation to the offering and sale of the Preferred
         Securities to qualified institutional buyers ("QIBs") in reliance on
         Rule 144A under the Securities Act and to execute and file with the
         Commission, at such time as determined by the Depositor, a
         registration statement filed on Form S-3 prepared by the Depositor,
         including any amendments thereto, in relation to the Preferred
         Securities;

                           (ii) execute and file any documents prepared by the
         Depositor, or take any acts as determined by the Depositor to be
         necessary in order to qualify or register all or part of the Preferred
         Securities in any state or foreign jurisdiction in which the Depositor
         has determined to qualify or register such Preferred Securities for
         sale;

                           (iii) execute and file an application, prepared by
         the Depositor, to the Private Offerings, Resale and Trading through
         Automated Linkages ("PORTAL") Market and, at such time, if any, as
         determined by the Depositor to the New York Stock Exchange, Inc. or any
         other national stock exchange or the NASDAQ National Market for listing
         or quotation upon notice of issuance of any


                                       17
<PAGE>

         Preferred Securities (including at the time of the Remarketing), but if
         and only if the Depositor has so instructed the Administrative Trustees
         to make such filing;

                           (iv) execute and deliver letters, documents, or
         instruments with The Depository Trust Company relating the Preferred
         Securities;

                           (v) execute and file with the Commission a
         registration statement on Form 8-A, including any amendments thereto,
         prepared by the Depositor relating to the registration of the Preferred
         Securities under Section 12 of the Exchange Act, but if and only if the
         Depositor has so instructed the Administrative Trustees to make such
         filing; and

                           (vi) execute and enter into the Remarketing
         Agreement, the Purchase Agreement, the Registration Rights Agreement,
         and other related agreements providing for the sale of the Preferred
         Securities; and

                           (vii) and to execute and file any agreement,
         certificate or other document which such Administrative Trustee deems
         necessary or appropriate in connection with the issuance and sale of
         the Preferred Securities;

                  (c) to acquire the Debentures with the proceeds of the sale of
the Preferred Securities and the Common Securities; PROVIDED, HOWEVER, that the
Administrative Trustees shall cause legal title to the Debentures to be held of
record in the name of the Property Trustee for the benefit of the Holders of the
Preferred Securities and the Holders of Common Securities;

                  (d) to give the Depositor and the Property Trustee prompt
written notice of the occurrence of a Tax Event or an Investment Company Event;
PROVIDED that the Administrative Trustees (and Special Trustee, if any) shall
consult with the Depositor and the Property Trustee before taking or refraining
from taking any Ministerial Action in relation to a Tax Event or Investment
Company Event;

                  (e) to establish a record date with respect to all actions to
be taken hereunder that require a record date be established, including and with
respect to, for the purposes of Section 316(c) of the Trust Indenture Act,
Distributions, voting rights, redemptions and exchanges, and to issue relevant
notices to the Holders of Preferred Securities and Holders of Common Securities
as to such actions and applicable record dates;

                  (f) to take all actions and perform such duties as may be
required of the Administrative Trustees pursuant to the terms of the Securities;

                  (g) to bring or defend, pay, collect, compromise, arbitrate,
resort to legal action, or otherwise adjust claims or demands of or against the
Trust ("LEGAL ACTION"), unless


                                       18
<PAGE>

pursuant to Section 3.08(e), the Property Trustee has the exclusive power to
bring such Legal Action;

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

                  (i) to cause the Trust to comply with the Trust's obligations
under the Trust Indenture Act;

                  (j) to give the certificate required by Section 314(a)(4)
of the Trust Indenture Act to the Property Trustee, which certificate may be
executed by any Administrative Trustee;

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

                  (l) to act as, or appoint another Person to act as, Registrar,
Conversion Agent, Paying Agent, Tender Agent and transfer agent for the
Securities;

                  (m) to give prompt written notice to the Holders of the
Securities 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;

                  (n) to cause the Trust to comply with the Trust's obligations
under Article XV of the Declaration in the event that the acquisition of ACS is
not consummated by March 31, 2000;

                  (o) as set forth in the Remarketing Agreement, to assist in
the preparation of any Disclosure Documents in relation to the offering and sale
of the securities to be issued in the Remarketing;

                  (p) to execute all documents or instruments, perform all
duties and powers, and do all things for and on behalf of the Trust in all
matters necessary or incidental to the foregoing;

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


                                       19
<PAGE>

                  (r) to take any action, not inconsistent with this Declaration
or with applicable law, that the Administrative Trustees determine in their
discretion to be necessary or desirable in carrying out the activities of the
Trust as set out in this Section 3.06, including, but not limited to:

                           (i) causing the Trust not to be deemed to be an
         Investment Company required to be registered under the Investment
         Company Act;

                           (ii) causing the Trust to be classified for United
         States federal income tax purposes as a grantor trust and not as an
         association taxable as a corporation or partnership; and

                           (iii) cooperating with the Debenture Issuer to ensure
         that the Debentures will be treated as indebtedness of the Debenture
         Issuer for United States federal income tax purposes,

PROVIDED that such action does not adversely affect the interests of Holders;
and

                  (s) to take all action necessary to cause all applicable tax
returns and tax information reports that are required to be filed with respect
to the Trust to be duly prepared and filed by the Administrative Trustees, on
behalf of the Trust.

                  The Administrative Trustees must exercise the powers set forth
in this Section 3.06 in a manner that is consistent with the purposes and
functions of the Trust set out in Section 3.03, and the Administrative Trustees
shall not take any action that is inconsistent with the purposes and functions
of the Trust set forth in Section 3.03.

                  Subject to this Section 3.06, the Administrative Trustees
shall have none of the powers or the authority of the Property Trustee set forth
in Section 3.08.

                  Any expenses incurred by the Administrative Trustee (or the
Special Trustee, if any) pursuant to this Section 3.06 shall be reimbursed by
the Debenture Issuer.

                  The Administrative Trustees shall take all action on behalf of
the Trust that are not specifically required by this Declaration to be taken by
any other Trustee.

                  Section 3.07 PROHIBITION OF ACTIONS BY THE TRUST AND THE
TRUSTEES. The Trust shall not, and the Trustees (including the Property Trustee)
on behalf of the Trust shall not, engage in any activity other than as required
or authorized by this Declaration. In particular, the Trust shall not and the
Trustees (including the Property Trustee) shall cause the Trust not to:

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


                                       20
<PAGE>

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

                           (iii) possess Trust property for other than a Trust
         purpose;

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

                           (v) possess any power or otherwise act in such a way
         as to vary the Trust assets or the terms of the Securities in any way
         whatsoever, except as provided in the Remarketing Agreement;

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

                           (vii) other than as provided in the Declaration or
         Annex I hereto, (A) direct the time, method and place of exercising any
         trust or power conferred upon the Debenture Trustee with respect to the
         Debentures, (B) waive any past default that is waivable under Section
         5.13 of the Indenture, (C) exercise any right to rescind or annul any
         declaration that the principal of all the Debentures shall be due and
         payable, or (D) consent to any amendment, modification or termination
         of the Indenture or the Debentures where such consent shall be required
         unless, in the case of each action described in clause (A), (B), (C) or
         (D), the Trust shall have received an opinion of a nationally
         recognized independent counsel experienced in such matters to the
         effect that such modification will not cause more than an insubstantial
         risk that for United States federal income tax purposes the Trust will
         not be classified as a grantor trust.

                  Section 3.08 POWERS AND DUTIES OF THE PROPERTY TRUSTEE. (a)
The legal title to the Debentures shall be owned by and held of record in the
name of the Property Trustee in trust for the benefit of the Holders of the
Securities. The right, title and interest of the Property Trustee to the
Debentures shall vest automatically in each Person who may hereafter be
appointed as Property Trustee in accordance with Section 5.06. Such vesting and
cessation of title shall be effective whether or not conveyancing documents with
regard to the Debentures have been executed and delivered.

                  (b) The Property Trustee shall not transfer its right, title
and interest in the Debentures to the Administrative Trustees or to the Delaware
Trustee (if the Property Trustee does not also act as Delaware Trustee).


                                       21

<PAGE>

                  (c) The Property Trustee shall:

                           (i) establish and maintain a segregated non-interest
         bearing trust account (the "PROPERTY TRUSTEE ACCOUNT") in the name of
         and under the exclusive control of the Property Trustee on behalf of
         the Holders of the Securities and, upon the receipt of payments of
         funds made in respect of the Debentures held by the Property Trustee,
         deposit such funds into the Property Trustee Account and make payments
         to the Holders of the Preferred Securities and Holders of the Common
         Securities from the Property Trustee Account in accordance with Section
         6.01. Funds in the Property Trustee Account shall be held uninvested
         until disbursed in accordance with this Declaration.

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

                           (iii) upon written notice of distribution issued by
         the Administrative Trustees in accordance with the terms of the
         Securities, engage in such ministerial activities as so directed as
         shall be necessary or appropriate to effect the distribution of the
         Debentures to Holders of Securities upon the occurrence of certain
         special events (as may be defined in the terms of the Securities)
         arising from a change in law or a change in legal interpretation or
         other specified circumstances pursuant to the terms of the Securities.

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

                  (e) The Property Trustee shall take any Legal Action which
arises out of or in connection with an Event of Default or the Property
Trustee's duties and obligations under this Declaration or the Trust Indenture
Act; PROVIDED, HOWEVER, that if a Debenture 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 Preferred Securities may institute a legal proceeding
directly, subject to the terms of the Indenture (including the subordination
provisions set forth in Article XII thereof), for enforcement of payment to
such Holder of the principal of or interest on the Debentures having a principal
amount equal to the aggregate liquidation amount of the Preferred Securities of
such Holder (a "DIRECT ACTION") on or after the respective due date specified in
the Securities. In connection with such Direct Action, the Holders of the Common
Securities will be subrogated to the rights of such Holder of Preferred
Securities to the extent of any payment made by the Depositor to such Holder of
Preferred Securities in such Direct Action. In addition, if the Property Trustee
fails to enforce its rights under the Debentures (other than rights arising from
an Event of Default


                                       22
<PAGE>

described in the immediately preceding sentence) after any Holder of Preferred
Securities shall have made a written request to the Property Trustee to enforce
such rights, such Holder of Preferred Securities may, to the fullest extent
permitted by law, institute a Direct Action to enforce the rights of the
Property Trustee or any other Person. Except as provided in this paragraph, the
Holders of Preferred Securities will not be able to exercise directly any other
remedy available to the holders of the Debentures.

                  (f) The Property Trustee shall not resign as a Trustee unless
either:

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

                           (ii) a Successor Property Trustee has been appointed
         and has accepted that appointment in accordance with Section 5.06.

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

                  (h) The Property Trustee shall act as the initial Paying Agent
and Registrar to pay Distributions, redemption payments or liquidation payments
on behalf of the Trust with respect to the Preferred Securities and any such
Paying Agent shall comply with Section 317(b) of the Trust Indenture Act. The
Property Trustee shall also act as the initial Conversion Agent. Any Paying
Agent or Conversion Agent may be removed by the Administrative Trustees at any
time and a successor Paying Agent or Conversion Agent or additional Paying
Agents or Conversion Agents may be appointed at any time by the Administrative
Trustees. The Administrative Trustees may also appoint one or more agents in
addition to the Registrar to accept Preferred Securities for transfer or
exchange, it being understood that the registration of all such transfers and
exchanges will be effected in the register maintained for such purpose by the
Registrar. The Paying Agent, the Conversion Agent and any additional agents
appointed by the Administrative Trustees pursuant to the immediately preceding
sentence may resign upon 30 days' written notice to the Property Trustee, the
Administrative Trustees and the Depositor.

                  (i) Subject to this Section 3.08, the Property Trustee shall
have none of the duties, liabilities, powers or the authority of the
Administrative Trustees set forth in Section 3.06.

                  The Property Trustee must exercise the powers set forth in
this Section 3.08 in a manner that is consistent with the purposes and functions
of the Trust set out in Section 3.03, and the Property Trustee shall not take
any action that is inconsistent with the purposes and functions of the Trust set
out in Section 3.03.


                                       23
<PAGE>

                  Section 3.09 CERTAIN DUTIES AND RESPONSIBILITIES OF THE
PROPERTY TRUSTEE. (a) The Property Trustee, before the occurrence of any Event
of Default 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 Property Trustee. In case an Event of Default has occurred (that has
not been cured or waived pursuant to Section 2.06), the Property Trustee shall
exercise such of the rights and powers vested in it by this Declaration, and use
the same degree of care and skill in its exercise, as a prudent person would
exercise or use under the circumstances in the conduct of his or her own
affairs.

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

                           (i) prior to the occurrence of an Event of Default
         and after the curing or waiving of all such Events of Default that may
         have occurred:

                                    (A) the duties and obligations of the
                  Property Trustee shall be determined solely by the express
                  provisions of this Declaration and in the Securities and the
                  Property Trustee shall not be liable except for the
                  performance of such duties and obligations as are specifically
                  set forth in this Declaration and in the Securities, and no
                  implied covenants or obligations shall be read into this
                  Declaration or the Securities against the Property Trustee;
                  and

                                    (B) in the absence of bad faith on the part
                  of the Property Trustee, the Property Trustee may
                  conclusively rely, as to the truth of the statements and the
                  correctness of the opinions expressed therein, upon any
                  certificates or opinions furnished to the Property Trustee and
                  conforming to the requirements of this Declaration; but in
                  the case of any such certificates or opinions that by any
                  provision hereof are specifically required to be furnished to
                  the Property Trustee, the Property Trustee shall be under a
                  duty to examine the same to determine whether or not they
                  conform to the requirements of this Declaration (but need not
                  confirm or investigate the accuracy of mathematical
                  calculations or other facts stated therein);

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


                                       24
<PAGE>

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

                           (iv) no provision of this Declaration shall require
         the Property Trustee to expend or risk its own funds or otherwise incur
         personal financial liability in the performance of any of its duties or
         in the exercise of any of its rights or powers;

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

                           (vi) the Property Trustee shall have no duty or
         liability for or with respect to the value, genuineness, existence or
         sufficiency of the Debentures or the payment of any taxes or
         assessments levied thereon or in connection therewith;

                           (vii) the Property Trustee shall not be liable for
         any interest on any money received by it except as it may otherwise
         agree with the Depositor. Money held by the Property Trustee need not
         be segregated from other funds held by it except in relation to the
         Property Trustee Account maintained by the Property Trustee pursuant
         to Section 3.08(c)(i) and except to the extent otherwise required by
         law; and

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

                  Section 3.10 CERTAIN RIGHTS OF PROPERTY TRUSTEE. (a) Subject
to the provisions of Section 3.09:

                           (i) the Property Trustee may rely conclusively and
         shall be fully protected in acting or refraining from acting upon any
         resolution, certificate, statement, instrument, opinion, report,
         notice, request, direction, consent, order, bond, debenture, note,
         other evidence of indebtedness or other paper or document


                                       25
<PAGE>

         believed by it to be genuine and to have been signed, sent or presented
         by the proper party or parties;

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

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

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

                           (v) the Property Trustee may consult with counsel of
         its choice or other experts and the advice or opinion of such counsel
         and experts with respect to legal matters or advice within the scope of
         such experts' area of expertise shall be full and complete
         authorization and protection in respect of any action taken, suffered
         or omitted by it hereunder in good faith and in accordance with such
         advice or opinion, such counsel may be counsel to the Depositor or any
         of its Affiliates, and may include any of its employees. The Property
         Trustee shall have the right at any time to seek instructions
         concerning the administration of this Declaration from any court of
         competent jurisdiction;

                           (vi) the Property Trustee shall be under no
         obligation to exercise any of the rights or powers vested in it by this
         Declaration at the request or direction of any Holder, unless such
         Holder shall have provided to the Property Trustee security
         satisfactory to the Property Trustee, against the costs, expenses
         (including its attorneys' fees and expenses) and liabilities that might
         be incurred by it in complying with such request or direction,
         including such reasonable advances as may be requested in writing by
         the Property Trustee, PROVIDED, that, nothing contained in this Section
         3.10(a)(vi) shall be taken to relieve the Property Trustee, upon the
         occurrence of an Event of Default, of its obligation to exercise the
         rights and powers vested in it by this Declaration;

                           (vii) the Property Trustee shall not be bound to make
         any investigation into the facts or matters stated in any resolution,
         certificate, statement,


                                       26
<PAGE>

         instrument, opinion, report, notice, request, direction, consent,
         order, security, bond, debenture, note, other evidence of indebtedness
         or other paper or document, but the Property Trustee, in its
         discretion, may make such further inquiry or investigation into such
         facts or matters as it may see fit;

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

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

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

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

                           (xii) the Property Trustee shall not be liable for
         any action taken, suffered, or omitted to be taken by it in good faith
         and reasonably believed by it to be authorized or within the discretion
         or rights or powers conferred upon it by this Declaration.

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


                                       27
<PAGE>

perform any such act or acts, or to exercise any such right, power, duty or
obligation. No permissive power or authority available to the Property Trustee
shall be construed to be a duty.

                  Section 3.11 DELAWARE TRUSTEE. Notwithstanding any other
provision of this Declaration other than Section 5.02, the Delaware Trustee
shall not be entitled to exercise any powers, nor shall the Delaware Trustee
have any of the duties and responsibilities of the Administrative Trustees or
the Property Trustee described in this Declaration. Except as set forth in
Section 5.02, the Delaware Trustee shall be a Trustee for the sole and limited
purpose of fulfilling the requirements of ss. 3807 of the Business Trust Act.

                  Section 3.12 EXECUTION OF DOCUMENTS. Except as otherwise
required by applicable law, any Administrative Trustee is authorized to execute
on behalf of the Trust any documents that the Administrative Trustees have the
power and authority to execute pursuant to Section 3.06; PROVIDED that, the
registration statement referred to in Section 3.06(b)(i), including any
amendments thereto, shall be signed by a majority of the Administrative Trustees
(or, if there are only two Administrative Trustees, by both Administrative
Trustees).

                  Section 3.13 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF
SECURITIES. The recitals contained in this Declaration and the Securities shall
be taken as the statements of the Depositor, 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 3.14 DURATION OF TRUST. The Trust, unless dissolved
pursuant to the provisions of Article VIII hereof, shall exist until February 9,
2035.

                  Section 3.15 MERGERS. (a) The Trust may not consolidate,
amalgamate, merge with or into, or be replaced by, or convey, transfer or lease
its properties and assets substantially as an entirety to any Person, except as
described in Section 3.15(b) and (c) of this Declaration or paragraph 3 of Annex
I.

                  (b) The Trust may, with the consent of a majority of the
Administrative Trustees (or, if there are only two Administrative Trustees, both
Administrative Trustees) and without the consent of the Holders of the
Securities, the Delaware Trustee or the Property Trustee, consolidate,
amalgamate, merge with or into, or be replaced by a trust organized as such
under the laws of any state or the District of Columbia; PROVIDED that:

                           (i) if the Trust is not the surviving entity, the
         successor entity (the "SUCCESSOR ENTITY") either:

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


                                       28
<PAGE>

                                    (B) substitutes for the Preferred Securities
                  other securities having substantially the same terms as the
                  Preferred Securities (the "SUCCESSOR SECURITIES") as long as
                  the Successor Securities rank, with respect to participation
                  in the profits and distributions and in the assets of the
                  Successor Entity, at least as high as the Preferred Securities
                  rank with respect to participation in the profits and
                  distributions or in the assets of the Trust;

                           (ii) the Debenture Issuer expressly appoints a
         trustee of the Successor Entity that possesses the same powers and
         duties as the Property Trustee as the Holder of the Debentures;

                           (iii) to the extent the Preferred Securities are
         listed on any national securities exchange or with another organization
         for listing or quotation, the Preferred Securities or any Successor
         Securities shall be so listed, or any Successor Securities will be
         listed upon notification of issuance, on any national securities
         exchange or with any other organization on which the Preferred
         Securities are then listed or quoted;

                           (iv) such merger, consolidation, amalgamation or
         replacement does not cause the Preferred Securities (including any
         Successor Securities) to be downgraded by any nationally recognized
         statistical rating organization;

                           (v) such merger, consolidation, amalgamation or
         replacement does not adversely affect the powers, preferences and other
         special rights of the Holders of the Preferred Securities (including
         any Successor Securities) in any material respect;

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

                           (vii) prior to such merger, consolidation,
         amalgamation or replacement, the Depositor has received an opinion of a
         nationally recognized independent counsel (reasonably acceptable to the
         Property Trustee) to the Trust experienced in such matters to the
         effect that:

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


                                       29
<PAGE>

                                    (B) following such merger, consolidation,
                  amalgamation or replacement, none of the Depositor, the Trust
                  or the Successor Entity will be required to register as an
                  Investment
                  Company;

                                    (C) such merger, consolidation, amalgamation
                  or replacement will not adversely affect the limited liability
                  of the Holders of the Securities (including any Successor
                  Securities);

                           (viii) the Depositor or any permitted successor or
         assignee directly or indirectly owns all the Common Securities and
         provides a guarantee to the Holders of the Successor Securities with
         respect to the Successor Entity having substantially the same terms as
         the Preferred Securities Guarantee; and

                           (ix) such merger, consolidation, amalgamation,
         replacement or lease is not a taxable event for the Holders of the
         Preferred Securities.

                  (c) Notwithstanding Section 3.15(b), the Trust shall not,
except with the consent of Holders of 100% in liquidation amount of the
Securities, consolidate, amalgamate, merge with or into, or be replaced by or
convey, transfer or lease its properties and assets substantially as an entirety
to any other entity or permit any other entity to consolidate, amalgamate,
merge with or into, or replace it if such consolidation, amalgamation, merger or
replacement would cause the Trust or Successor Entity to be classified as other
than a grantor trust for United States federal income tax purposes.

                                   ARTICLE IV

                                    DEPOSITOR

                  Section 4.01 DEPOSITOR'S PURCHASE OF COMMON SECURITIES. On the
Closing Date and any Optional Closing Date the Depositor will purchase an amount
of Common Securities issued by the Trust such that the aggregate liquidation
amount of such Common Securities purchased by the Depositor shall at such date
equal at least 3% of the total capital of the Trust.

                  Section 4.02 RESPONSIBILITIES OF THE DEPOSITOR. In connection
with the issue and sale of the Preferred Securities, the Depositor shall have
the exclusive right and responsibility to engage in the following activities:

                  (a) to prepare the Offering Circular and to prepare for filing
by the Trust with the Commission the Shelf Registration Statement, including any
amendments thereto;

                  (b) to determine the states and foreign jurisdictions in which
to take appropriate action to qualify or register for sale all or part of the
Preferred Securities and to do any and all such acts (including at the time of
the Remarketing), other than actions which must be taken by


                                       30
<PAGE>

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
Depositor deems necessary or advisable in order to comply with the applicable
laws of any such states and foreign jurisdictions;

                  (c) if so determined by the Depositor, to prepare for filing
by the Trust an application to PORTAL, to the New York Stock Exchange or any
other national stock exchange or the NASDAQ National Market for listing or
quotation upon notice of issuance of any Preferred Securities (including at the
time of the Remarketing);

                  (d) to prepare for filing by the Trust with the Commission a
registration statement on Form 8-A relating to the registration of the Preferred
Securities (both at the time of their original issuance and at the time of the
Remarketing, if required) under Section 12 of the Exchange Act, including any
amendments thereto, if the Depositor in its sole discretion determines such a
filing is necessary or appropriate;

                  (e) to negotiate the terms of the Purchase Agreement, the
Registration Rights Agreement, the Remarketing Agreement and other related
agreements providing for the sale of the Preferred Securities (both at the time
of their original issuance and at the time of the Remarketing);

                  (f) to cause the Trust to comply with the Trust's obligations
under Article XV of the Declaration and Section 10.09 of the Indenture in the
event that the acquisition of ACS is not consummated by March 31, 2000;

                  (g) as set forth in the Remarketing Agreement, to prepare
Disclosure Documents in relation to the offering and sale of the securities to
be issued in the Remarketing.

                  Section 4.03 GUARANTEE OF PAYMENT OF TRUST OBLIGATIONS. (a)
Subject to the terms and conditions of this Section 4.03, the Depositor hereby
irrevocably and unconditionally guarantees, to the extent set forth in the
Securities Guarantees and subject to the terms of the Indenture (including the
subordination provisions set forth in Article XII thereof), to each Person to
whom the Trust is now or hereafter becomes indebted or liable (the
"BENEFICIARIES") the full payment, when and as due, of any and all Obligations
to such Beneficiaries.

                  (b) The agreement of the Depositor in Section 4.03(a) is
intended to be for the benefit of, and to be enforceable by, all such
Beneficiaries, whether or not such Beneficiaries have received notice hereof.

                  (c) The agreement of the Depositor set forth in Section
4.03(a) shall terminate and be of no further force and effect upon the later of
(a) the date on which full payment has been made of all amounts payable to all
Holders of all the Preferred Securities (whether upon redemption, liquidation,
exchange or otherwise) and (b) the date on which there are no Beneficiaries
remaining; PROVIDED, HOWEVER, that such agreement shall continue to be effective
or shall be


                                       31

<PAGE>

reinstated, as the case may be, if at any time any Holder of Preferred
Securities or any Beneficiary must restore payment of any sums paid under the
Preferred Securities, under any Obligation, under the Preferred Securities
Guarantee or under this Agreement for any reason whatsoever. Such agreement is
continuing, irrevocable, unconditional and absolute.


                                    ARTICLE V

                                    TRUSTEES

                  Section 5.01 NUMBER OF TRUSTEES. The number of Trustees shall
initially be four (4), consisting of two (2) Administrative Trustees, the
Delaware Trustee and the Property Trustee, and:

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

                  (b) after the issuance of any Securities:

                           (i) the number of Trustees may be increased or
         decreased, except as provided in Sections 5.01(b)(ii) and
         5.06(a)(ii)(B) with respect to the Special Trustee and except as
         provided in Section 5.06(a)(ii)(A) with respect to the removal of the
         Property Trustee and the Delaware Trustee upon a Debenture Event of
         Default, by vote of the Holders of a Majority in liquidation amount of
         the Common Securities voting as a class at a meeting of the Holders of
         the Common Securities; PROVIDED, HOWEVER, that, the number of Trustees
         shall in no event be less than two (2); PROVIDED, FURTHER, that (1) one
         Trustee, in the case of a natural person, shall be a person who is a
         resident of the State of Delaware or that, if not a natural person, is
         an entity which has its principal place of business in the State of
         Delaware; (2) there shall be at least one Trustee who is an employee or
         officer of, or is affiliated with the Depositor (an "Administrative
         Trustee"); and (3) one Trustee shall be the Property Trustee for so
         long as this Declaration is required to qualify as an indenture under
         the Trust Indenture Act, and such Trustee may also serve as Delaware
         Trustee if it meets the applicable requirements.

                           (ii) the number of Trustees shall be increased
         automatically by one (1) if an Appointment Event has occurred and is
         continuing and the Holders of a Majority in liquidation amount of the
         Preferred Securities appoint a Special Trustee in accordance with
         Section 5.06(a)(ii).

                  Section 5.02 DELAWARE TRUSTEE. If required by the Business
Trust Act, one Trustee (the "DELAWARE TRUSTEE") shall be (a) a natural person
who is a resident of the State of Delaware; or (b) if not a natural person, an
entity which has its principal place of business in the


                                       32
<PAGE>

State of Delaware, and otherwise meets the requirements of applicable law,
PROVIDED that, if the Property Trustee has its principal place of business in
the State of Delaware and otherwise meets the requirements of applicable law,
then the Property Trustee shall also be the Delaware Trustee and Section 3.11
shall have no application. The initial Delaware Trustee shall be Wilmington
Trust Company.

                  Section 5.03 PROPERTY TRUSTEE; ELIGIBILITY. (a) There shall at
all times be one Trustee which shall act as Property Trustee which shall:

                           (i) not be an Affiliate of the Depositor; and

                           (ii) be a corporation organized and doing business
         under the laws of the United States of America or any state or
         territory thereof or of the District of Columbia, or a corporation or
         Person permitted by the Commission to act as an institutional trustee
         under the Trust Indenture Act, 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, territorial or District
         of Columbia authority. If such corporation publishes reports of
         condition at least annually, pursuant to law or to the requirements of
         the supervising or examining authority referred to above, then for the
         purposes of this Section 5.03(a)(ii), the combined capital and surplus
         of such corporation shall be deemed to be its combined capital and
         surplus as set forth in its most recent report of condition so
         published.

                  (b) If at any time the Property Trustee shall cease to be
eligible to so act under Section 5.03(a), the Property Trustee shall immediately
resign in the manner and with the effect set forth in Section 5.06(e).

                  (c) If the Property Trustee has or shall acquire any
"conflicting interest" within the meaning of Section  310(b) of the Trust
Indenture Act, the Property Trustee and the Holder of the Common Securities
(as if it were the obligor referred to in Section  310(b) of the Trust
Indenture Act) shall in all respects comply with the provisions of Section
310(b) of the Trust Indenture Act.

                  (d) The Preferred Securities Guarantee shall be deemed to be
specifically described in this Declaration for purposes of clause (i) of the
first provision contained in Section 310(b) of the Trust Indenture Act.

                  (e) The initial Property Trustee shall be Wilmington Trust
Company.

                  Section 5.04 QUALIFICATIONS OF ADMINISTRATIVE TRUSTEES AND
DELAWARE TRUSTEE GENERALLY. Each Administrative Trustee and the Delaware Trustee
(unless the Property Trustee also acts as Delaware Trustee) shall be either a
natural person who is at least 21 years of age or a legal entity that shall act
through one or more Authorized Officers.


                                       33
<PAGE>

                  Section 5.05 INITIAL TRUSTEES. The initial Administrative
Trustees shall be:

                  Deanna Hom Petersen
                  c/o The Titan Corporation
                  3033 Science Park Road
                  San Diego, California 92121-1199

                  Ray Guillaume
                  c/o The Titan Corporation
                  3033 Science Park Road
                  San Diego, California 92121-1199

         The initial Delaware Trustee shall be:

                  Wilmington Trust Company
                  Rodney Square North
                  1100 North Market Street
                  Wilmington, DE 19890-0001
                  ATTENTION: Corporate Trust Administration

         The initial Property Trustee shall be:

                  Wilmington Trust Company
                  Rodney Square North
                  1100 North Market Street
                  Wilmington, DE 19890-0001
                  ATTENTION: Corporate Trust Administration

                  Section 5.06 APPOINTMENT, REMOVAL AND RESIGNATION OF TRUSTEES.
(a) Except as provided otherwise in this Section 5.06, Trustees may be appointed
or removed without cause at any time:

                           (i) until the issuance of any Securities, by written
         instrument executed by the Depositor; and

                           (ii) after the issuance of any Securities:

                                    (A) other than in respect to a Special
                  Trustee, by vote of the Holders of a Majority in liquidation
                  amount of the Common Securities voting as a class at a meeting
                  of the Holders of the Common Securities, unless a Debenture
                  Event of Default shall have occurred and be continuing, in
                  which event the Property Trustee and the Delaware Trustee may


                                       34
<PAGE>

                  only be removed by the Holders of a Majority in liquidation
                  amount of the Preferred Securities, voting as a class at a
                  meeting of the Holders of the Preferred Securities; and

                                    (B) if an Appointment Event has occurred and
                  is continuing, one (1) additional trustee (the "SPECIAL
                  TRUSTEE"), who shall have the same rights, powers and
                  privileges as an Administrative Trustee except as provided in
                  Section 3.06, may be appointed by vote of the Holders of a
                  Majority in liquidation amount of the Preferred Securities,
                  voting as a class at a meeting of the Holders of the Preferred
                  Securities, and such Special Trustee may only be removed
                  (otherwise than by the operation of Section 5.06(e)), by vote
                  of the Holders of a Majority in liquidation amount of the
                  Preferred Securities voting as a class at a meeting of the
                  Holders of the Preferred Securities.

                  (b) The Trustee that acts as Property Trustee shall not be
removed in accordance with Section 5.06 until a successor Property Trustee
meeting the requirements of Section 5.03 (a "SUCCESSOR PROPERTY TRUSTEE") has
been appointed and has accepted such appointment by written instrument executed
by such Successor Property Trustee and delivered to the Administrative Trustees
and the Depositor.

                  (c) The Depositor shall remove the Property Trustee by written
instrument upon:

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

                           (ii) the institution by the Property Trustee of
         proceedings to be adjudicated a bankrupt or insolvent, or the consent
         by it to the institution of bankruptcy or insolvency proceedings
         against it, or the filing by it of a petition or answer or consent
         seeking reorganization or relief under any applicable federal or state
         bankruptcy, insolvency, reorganization or other similar law, or the
         consent by it to the filing of any such petition or to the appointment
         of a receiver, liquidator, assignee, trustee, sequestrator (or other
         similar official) of the Property Trustee or of any substantial part of
         its property, or the making by it of an assignment for the benefit of
         creditors, or the admission by it in writing of its inability to


                                       35
<PAGE>

         pay its debts generally as they become due and its willingness to be
         adjudicated a bankrupt, or the taking of corporate action by the
         Property Trustee in furtherance of any such action.

The Depositor shall appoint a Successor Property Trustee within 60 days of such
an event.

                  (d) The Trustee that acts as Delaware Trustee shall not be
removed in accordance with Section 5.06(a) until a successor Trustee possessing
the qualifications to act as Delaware Trustee under Sections 5.02 and 5.04 (a
"SUCCESSOR DELAWARE TRUSTEE") has been appointed and has accepted such
appointment by written instrument executed by such Successor Delaware Trustee
and delivered to the Trustees and the Depositor.

                  (e) A Trustee appointed to office shall hold office until his
successor shall have been appointed or until his death, removal or resignation,
PROVIDED that a Special Trustee shall only hold office while an Appointment
Event is continuing and shall cease to hold office immediately after the
Appointment Event pursuant to which the Special Trustee was appointed and all
other Appointment Events cease to be continuing. Any Trustee may resign from
office (without need for prior or subsequent accounting) by an instrument in
writing signed by the Trustee and delivered to the Depositor and the Trust,
which resignation shall take effect upon such delivery or upon such later date
as is specified therein; PROVIDED, HOWEVER, that:

                           (i) No such resignation of the Trustee that acts as
         the Property Trustee shall be effective:

                                    (A) until a Successor Property Trustee has
                  been appointed and has accepted such appointment by
                  instrument executed by such Successor Property Trustee and
                  delivered to the Trust, the Depositor and the resigning
                  Property Trustee; or

                                    (B) until the assets of the Trust have been
                  completely liquidated and the proceeds thereof distributed to
                  the Holders of the Securities;

                           (ii) no such resignation of the Trustee that acts as
         the Delaware Trustee shall be effective until a Successor Delaware
         Trustee has been appointed and has accepted such appointment by
         instrument executed by such Successor Delaware Trustee and delivered to
         the Trust, the Depositor and the resigning Delaware Trustee; and

                           (iii) no such resignation of a Special Trustee shall
         be effective until the 60th day following delivery of the instrument of
         resignation of the Special Trustee to the Depositor and the Trust or
         such later date specified in such


                                       36
<PAGE>

         instrument during which period the Holders of the Preferred Securities
         shall have the right to appoint a successor Special Trustee as provided
         in this Section 5.06.

                  (f) The Holders of the Common Securities shall use their best
efforts to promptly appoint a Successor Property Trustee or Successor Delaware
Trustee, as the case may be, if the Property Trustee or the Delaware Trustee
delivers an instrument of resignation in accordance with this Section 5.06.

                  (g) If no Successor Property Trustee or Successor Delaware
Trustee shall have been appointed and accepted appointment as provided in this
Section 5.06 within 60 days after delivery to the Depositor and the Trust of an
instrument of resignation or removal, the resigning Property Trustee or Delaware
Trustee, resigning or being removed as applicable, may petition any court of
competent jurisdiction for appointment of a Successor Property Trustee or
Successor Delaware Trustee. Such court may thereupon, after prescribing such
notice, if any, as it may deem proper and prescribe, appoint a Successor
Property Trustee or Successor Delaware Trustee, as the case may be.

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

                  Section 5.07 VACANCIES AMONG TRUSTEES. If a Trustee ceases to
hold office for any reason and the number of Trustees is not reduced pursuant to
Section 5.01, or if the number of Trustees is increased pursuant to Section
5.01, a vacancy shall occur. A resolution certifying the existence of such
vacancy by a majority of the Administrative Trustees (or, if there are only two
Administrative Trustees, by both Administrative Trustees) shall be conclusive
evidence of the existence of such vacancy. The vacancy shall be filled with a
Trustee appointed in accordance with Section 5.06.

                  Section 5.08 EFFECT OF VACANCIES. The death, resignation,
retirement, removal, bankruptcy, dissolution, liquidation, incompetence or
incapacity to perform the duties of a Trustee shall not operate to dissolve,
terminate or annul the Trust. Whenever a vacancy in the number of Administrative
Trustees shall occur, until such vacancy is filled by the appointment of an
Administrative Trustee in accordance with Section 5.06, the Administrative
Trustees in office, regardless of their number, shall have all the powers
granted to the Administrative Trustees and shall discharge all the duties
imposed upon the Administrative Trustees by this Declaration.

                  Section 5.09 MEETINGS. Meetings of the Administrative Trustees
shall be held from time to time upon the call of any Administrative Trustee.
Regular meetings of the Administrative Trustees may be held at a time and place
fixed by resolution of the Administrative Trustees. Notice of any meetings of
the Administrative Trustees shall be hand delivered or otherwise delivered in
writing (including by facsimile or overnight courier) not less than 24 hours
before such meeting. Notices shall contain a brief statement of the time, place
and anticipated


                                       37
<PAGE>

purposes of the meeting. The presence (whether in person or by telephone) of an
Administrative Trustee at a meeting shall constitute a waiver of notice of such
meeting except where an Administrative Trustee attends a meeting for the express
purpose of objecting to the transaction of any activity on the ground that the
meeting has not been lawfully called or convened. Unless provided otherwise in
this Declaration, any action of the Administrative Trustees may be taken at a
meeting by a vote of a majority of the Administrative Trustees (or if there are
only two Administrative Trustees, by a vote by both of them) present (whether in
person or by telephone) and eligible to vote with respect to such matter,
PROVIDED that a Quorum is present, or without a meeting and without prior notice
by the unanimous written consent of the Administrative Trustees.

                  In the event there is only one Administrative Trustee, any and
all action of such Administrative Trustee shall be evidenced by a written
consent of such Administrative Trustee. In the event a Special Trustee is
holding office pursuant to Section 5.06, such Special Trustee shall have the
same rights as an Administrative Trustee with respect to notice and
participation in a meeting of the Administrative Trustees.

                  Section 5.10 DELEGATION OF POWER. (a) Any Administrative
Trustee may, by power of attorney consistent with applicable law, delegate to
any other natural person over the age of 21 his or her power for the purpose of
executing any documents contemplated in Section 3.06, including any registration
statement or amendment thereto filed with the Commission, or making any other
governmental filing; and

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

                  Section 5.11 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION
TO BUSINESS. Any Person into which the Property Trustee or the Delaware Trustee,
as the case may be, may be merged or converted or with which either may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Property Trustee or the Delaware Trustee, as the case
may be, shall be a party, or any Person succeeding to all or substantially all
the corporate trust business of the Property Trustee or the Delaware Trustee, as
the case may be, shall be the successor of the Property Trustee or the Delaware
Trustee, as the case may be, hereunder, PROVIDED such Person shall be otherwise
qualified and eligible under this Article, without the execution or filing of
any paper or any further act on the part of any of the parties hereto other than
as required by applicable law.


                                       38
<PAGE>

                                   ARTICLE VI

                                  DISTRIBUTIONS

                  Section 6.01 DISTRIBUTIONS. Holders shall receive
Distributions in accordance with the applicable terms of the relevant Holder's
Securities. Distributions shall be made on the Preferred Securities and the
Common Securities in accordance with the preferences set forth in the terms
attached as Annex I hereto. If and to the extent that the Debenture Issuer makes
a payment of interest (including Compounded Interest (as defined in the
Indenture) and Additional Amounts (as defined in the Indenture)), premium and/or
principal on the Debentures held by the Property Trustee (the amount of any such
payment being a "PAYMENT AMOUNT"), the Property Trustee shall and is directed,
to the extent funds are available for that purpose, to make a distribution (a
"DISTRIBUTION") of the Payment Amount to Holders.


                                   ARTICLE VII

                             ISSUANCE OF SECURITIES

                  Section 7.01 GENERAL PROVISIONS REGARDING SECURITIES. (a) The
Administrative Trustees shall on behalf of the Trust issue one class of
convertible preferred securities, designated as Remarketable Term Income
Deferrable Equity Securities (HIGH TIDES)-SM-, representing undivided
beneficial interests in the assets of the Trust (the "PREFERRED SECURITIES"),
having such terms as are set forth in Annex I (including as such terms may be
modified in accordance with the provisions of the Remarketing Agreement) and one
class of convertible common securities, liquidation amount $50, representing
undivided beneficial interests in the assets of the Trust (the "COMMON
SECURITIES"), having such terms as are set forth in Annex I. On the Reset Date
and as contemplated by the Remarketing Agreement, the Trust may also issue
securities having Term Provisions to be set by the Remarketing Agent in
accordance with the terms of the Remarketing Agreement. The Trust shall have no
securities or other interests in the assets of the Trust other than the
Preferred Securities and the Common Securities. The Trust shall issue no
Securities in bearer form.

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

                  (c) Upon issuance of the Securities as provided in this
Declaration, the Securities so issued shall be deemed to be validly issued,
fully paid and non-assessable, subject to Section 10.01 with respect to the
Common Securities, and shall not be subject to preemptive or other similar
rights.

                  (d) Every Person, by virtue of having become a Holder or a
Preferred Security Beneficial Owner in accordance with the terms of this
Declaration, shall be deemed to have expressly assented and agreed to the terms
of, and shall be bound by, this Declaration.


                                       39
<PAGE>

                  (e) Every Person, by virtue of having become a Holder or a
Preferred Security Beneficial Owner in accordance with the terms of this
Declaration, shall be deemed to have covenanted to treat the Debentures as
indebtedness and the Securities as evidence of an indirect beneficial ownership
interest in the Debentures.

                  Section 7.02 EXECUTION AND AUTHENTICATION. (a) The Securities
shall be signed on behalf of the Trust by one Administrative Trustee. In case
any Administrative Trustee who shall have signed any of the Securities shall
cease to be such Administrative Trustee before the Securities so signed shall be
delivered by the Trust, such Securities nevertheless may be delivered as though
the person who signed such Securities had not ceased to be such Administrative
Trustee; and any Securities may be signed on behalf of the Trust by such persons
who, at the actual date of execution of such Security, shall be the
Administrative Trustees, although at the date of the execution and delivery of
the Declaration any such person was not such an Administrative Trustee.

                  (b) One Administrative Trustee shall sign the Preferred
Securities for the Trust by manual or facsimile signature. Unless otherwise
determined by the Trust, such signature shall, in the case of Common Securities,
be a manual signature.

                  A Preferred Security shall not be valid until authenticated by
the manual signature of an authorized signatory of the Property Trustee. The
signature shall be conclusive evidence that the Preferred Security has been
authenticated under this Declaration.

                  Upon a written order of the Trust signed by one Administrative
Trustee, the Property Trustee shall authenticate the Preferred Securities for
original issue by executing the Property Trustee's certificate of authentication
contained in the form of Preferred Securities attached hereto as Exhibit A-1.
The aggregate number of Preferred Securities outstanding at any time shall not
exceed the number set forth in the terms in Annex I hereto except as provided in
Sections 7.06 and 7.07.

                  The Property Trustee may appoint an authenticating agent
acceptable to the Trust to authenticate Preferred Securities. An authenticating
agent may authenticate Preferred Securities whenever the Property Trustee may do
so. Each reference in this Declaration to authentication by the Property Trustee
includes authentication by such agent. An authenticating agent has the same
rights as the Property Trustee to deal with the Depositor or an Affiliate.

                  Section 7.03 FORM AND DATING. The Preferred Securities and the
Property Trustee's certificate of authentication 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 printed, typewritten, lithographed
or engraved or may be produced in any other manner as is reasonably acceptable
to the Administrative Trustees, as evidenced by their execution thereof. The


                                       40
<PAGE>

Securities may have letters, numbers, notations or other marks of identification
or designation and such legends or endorsements required by law, stock exchange
rule, agreements to which the Trust is subject, if any, or usage (PROVIDED that
any such notation, legend or endorsement is in a form acceptable to the Trust).
The Trust at the direction of the Depositor shall furnish any such legend not
contained in Exhibit A-1 to the Property Trustee in writing. Each Preferred
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 Property Trustee and the Depositor, by their execution and
delivery of this Declaration, expressly agree to such terms and provisions and
to be bound thereby.

                  The Preferred Securities are being offered and sold by the
Trust pursuant to a Purchase Agreement relating to the Preferred Securities,
dated February 9, 2000, among the Trust, the Depositor and the Purchasers named
therein (the "PURCHASE AGREEMENT").

                  (a) GLOBAL SECURITIES. Preferred Securities offered and sold
as provided in the Purchase Agreement, shall be initially issued in the form of
one or more permanent global Securities in definitive, fully registered form
without distribution coupons with the appropriate global legends and Restricted
Securities Legend set forth in Exhibit A-1 hereto (each a "Global Preferred
Security"), which shall be deposited on behalf of the purchasers of the
Preferred Securities represented thereby with the Property Trustee, at its
Corporate Trust Office, as custodian for the Depositary, and registered in the
name of the Depositary or a nominee of the Depositary, duly executed by the
Trust and authenticated by the Property Trustee as provided herein. The number
of Preferred Securities represented by the Global Preferred Security may from
time to time be increased or decreased by adjustments made on the records of the
Property Trustee and the Depositary or its nominee as hereinafter provided.

                  (b) BOOK-ENTRY PROVISIONS. The Preferred Securities, on
original issuance, will be issued in the form of one or more, fully registered
Global Preferred Securities, to be delivered to the Depositary, or the
Securities Custodian by, or on behalf of, the Trust.

                  An Administrative Trustee on behalf of the Trust shall execute
and the Property Trustee shall, in accordance with this Section 7.03,
authenticate and deliver initially one or more Global Preferred Securities that
(i) shall be registered in the name of Cede & Co. or other nominee of such
Depositary and (ii) shall be delivered by the Property Trustee to such
Depositary or pursuant to such Depositary's written instructions or held by the
Property Trustee as custodian for the Depositary.

                  Unless and until definitive, fully registered certificated
Preferred Securities have been issued to the Preferred Security Beneficial
Owners pursuant to Section 7.03:

                           (i) the provisions of this Section 7.03 shall be in
         full force and effect;


                                       41

<PAGE>

                           (ii) the Trust, the Trustees, the Registrar and the
         Paying Agent shall be entitled to deal with the Depositary for all
         purposes of this Declaration (including the payment of Distributions on
         the Global Preferred Security and receiving approvals, votes or
         consents hereunder) as the Holder of the Preferred Securities and the
         sole holder of the Global Preferred Security and shall have no
         obligation to the Preferred Security Beneficial Owners;

                           (iii) to the extent that the provisions of this
         Section 7.03 conflict with any other provisions of this Declaration,
         the provisions of this Section 7.03 shall control; and

                           (iv) the rights of the Preferred Security Beneficial
         Owners shall be exercised only through the Depositary and shall be
         limited to those established by law and agreements between such
         Preferred Security Beneficial Owners and the Depositary and/or the
         Participants and the Depositary shall receive and transmit payments of
         Distributions on the Global Preferred Securities to such Participants.
         The Depositary will make book-entry transfers among the Participants
         and receive and transmit payments of Distributions on the Global
         Preferred Securities to such Participants; PROVIDED, that solely for
         the purposes of determining whether the Holders of the requisite
         amount of Preferred Securities have voted on any matter provided for in
         this Declaration, so long as Definitive Preferred Security Certificates
         have not been issued, the Trustees may conclusively rely on, and shall
         be protected in relying on, any written instrument (including a proxy)
         delivered to the Trustees by the Depositary setting forth the Preferred
         Security Beneficial Owners' votes or assigning the right to vote on any
         matter to any other Persons either in whole or in part.

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

                  (c) CERTIFICATED SECURITIES. Except as provided in Section
7.03(d), owners of beneficial interests in the Global Preferred Security will
not be entitled to receive physical delivery of certificated Preferred
Securities.


                                       42
<PAGE>

                  (d) Subject to Section 9.05, a Global Preferred Security
deposited with the Depositary or with the Property Trustee as custodian for the
Depositary pursuant to this Section 7.03 shall be transferred to the beneficial
owners thereof in the form of certificated Preferred Securities only if such
transfer complies with Section 9.02 and (i) the Depositary notifies the
Depositor or the Trust that it is unwilling or unable to continue as Depositary
for such Global Preferred Security or if at any time such Depositary ceases to
be a "clearing agency" registered under the Exchange Act, at a time when the
Depositary is required to be so registered to act as such depositary, (ii) the
Depositor or Administrative Trustees in its or their sole discretion determines
that such Global Preferred Security shall be so exchangeable, or (iii) an Event
of Default has occurred and is continuing.

                  (e) Any Global Preferred Security that is transferable to the
beneficial owners thereof in the form of certificated Preferred Securities
pursuant to this Section 7.03 shall be surrendered by the Depositary to the
Property Trustee, to be so transferred, in whole or from time to time in part,
without charge, and the Property Trustee shall authenticate and deliver, upon
such transfer of each portion of such Global Preferred Security, an equal
aggregate liquidation amount of Preferred Securities of authorized denominations
in the form of certificated Preferred Securities. Any portion of a Global
Preferred Security transferred pursuant to this Section shall be registered in
such names and such amounts as the Depositary shall direct. Any Preferred
Security in the form of certificated Preferred Securities delivered in exchange
for an interest in the Global Preferred Security shall, except as otherwise
provided by Section 9.02, bear the Restricted Securities Legend.

                  (f) Subject to the provisions of Section 7.03(e), the
registered holder of a Global Preferred Security may grant proxies and otherwise
authorize any Person, including Participants and Persons that may hold interests
through Participants, to take any action which a Holder is entitled to take
under this Declaration or the Securities.

                  (g) In the event of the occurrence of any of the events
specified in Section 7.03(d), the Trust will promptly make available to the
Property Trustee a reasonable supply of certificated Securities in definitive,
fully registered form without distribution coupons.

                  Section 7.04 REGISTRAR, PAYING AGENT, CONVERSION AGENT AND
TENDER AGENT. (a) The Administrative Trustees shall maintain (i) an office or
agency where Preferred Securities may be presented for registration of transfer
or for exchange ("REGISTRAR"), (ii) an office or agency where Preferred
Securities may be presented for payment ("PAYING AGENT") and (iii) an office or
agency where Preferred Securities may be presented for conversion ("CONVERSION
AGENT"). The Registrar shall keep a register of the Preferred Securities and of
their transfer and exchange.

                  The Administrative Trustees may appoint the Registrar, the
Paying Agent and the Conversion Agent and may appoint one or more co-registrars,
one or more additional paying agents and one or more additional conversion
agents in such other locations as it shall determine. The term "Paying Agent"
includes any additional paying agent and the term "Conversion Agent"


                                       43
<PAGE>

includes any additional conversion agent. The Administrative Trustees may change
any Paying Agent, Registrar, co-registrar or Conversion Agent without prior
notice to any Holder; PROVIDED that the Administrative Trustees shall provide
notice of such change to all Holders promptly thereafter. The Administrative
Trustees shall notify the Property Trustee of the name and address of any Agent
not a party to this Declaration. If the Administrative Trustees fail to appoint
or maintain another entity as Registrar or Conversion Agent, the Property
Trustee shall act as such; PROVIDED, HOWEVER, that the Trust shall always
maintain an office or agency in the Borough of Manhattan, The City of New York,
State of New York, where Preferred Securities may be presented for payment. The
Trust or any of its Affiliates may act as Paying Agent, Registrar, or Conversion
Agent.

                  The Trust shall act as Paying Agent, Registrar, co-registrar,
and Conversion Agent for the Common Securities.

                  The Trust initially appoints the Property Trustee as
Registrar, Paying Agent, Conversion Agent for the Preferred Securities. The
Property Trustee shall also serve as Tender Agent and shall have the
responsibilities of such described in the Remarketing Agreement for so long as
the Debentures are held by the Property Trustee.

                  (b) Notwithstanding any other provision of this Declaration,
payment with respect to the Preferred Securities shall only take place at the
office or agency maintained by the Trust for such purpose in the Borough of
Manhattan, The City of New York, State of New York.

                  Section 7.05 PAYING AGENT TO HOLD MONEY IN TRUST. The Trust
shall require each Paying Agent other than the Property Trustee to agree in
writing that the Paying Agent will hold in trust for the benefit of Holders or
the Property Trustee all money held by the Paying Agent for the payment of
principal or distributions on the Securities, and will notify the Property
Trustee if there are insufficient funds. While any such insufficiency continues,
the Property Trustee may require a Paying Agent to pay all money held by it to
the Property Trustee. The Administrative Trustees at any time may require a
Paying Agent to pay all money held by it to the Property Trustee and to account
for any money disbursed by it. Upon payment over to the Property Trustee, the
Paying Agent (if other than the Trust or the Depositor or an Affiliate of the
Trust or Depositor) shall have no further liability for the money. If the Trust
or the Depositor or an Affiliate of the Trust or the Depositor acts as Paying
Agent, it shall segregate and hold in a separate trust fund for the benefit of
the Holders all money held by it as Paying Agent.

                  Section 7.06 REPLACEMENT SECURITIES. If the Holder of a
Security claims that the Security has been lost, destroyed or wrongfully taken
or if such Security is mutilated and is surrendered to the Trust or in the case
of the Preferred Securities to the Property Trustee, an Administrative Trustee
on behalf of the Trust shall issue and the Property Trustee shall authenticate
a replacement Security if the Property Trustee's and such Administrative
Trustee's requirements, as the case may be, are met. If required by the
Property Trustee or such Administrative Trustee, an indemnity bond must be
sufficient in the judgment of both to protect the Trustees, the


                                       44
<PAGE>

Depositor or any authenticating agent from any loss which any of them may suffer
if a Security is replaced. The Depositor may charge for its expenses in
replacing a Security.

                  In case any such mutilated, destroyed, lost or stolen Security
has become or is about to become due and payable, or is about to be purchased by
the Depositor pursuant to Article III hereof, the Depositor in its discretion
may, instead of the Trust's issuing a new Security, pay or purchase such
Security, as the case may be.

                  Every replacement Security is an additional obligation of the
Trust.

                  Section 7.07 OUTSTANDING PREFERRED SECURITIES. The Preferred
Securities outstanding at any time are all the Preferred Securities
authenticated by the Property Trustee except for those canceled by it, those
delivered to it for cancellation, and those described in this Section as not
outstanding.

                  If a Preferred Security is replaced, paid or purchased
pursuant to Section 7.06 hereof, it ceases to be outstanding unless the Property
Trustee receives proof satisfactory to it that the replaced, paid or purchased
Preferred Security is held by a protected purchaser (as such term is used in
Section 8-405 of the Delaware Uniform Commercial Code).

                  If Preferred Securities are considered paid in full in
accordance with the terms of this Declaration, they cease to be outstanding and
Distributions on them cease to accumulate.

                  A Preferred Security does not cease to be outstanding because
one of the Trust, the Depositor or an Affiliate of the Depositor holds the
Security.

                  Section 7.08 PREFERRED SECURITIES IN TREASURY. In determining
whether the Holders of the required amount of Securities have concurred in any
direction, waiver or consent, Preferred Securities owned by the Trust, the
Depositor or an Affiliate of the Depositor, as the case may be, shall be
disregarded and deemed not to be outstanding, except that for the purposes of
determining whether the Property Trustee shall be fully protected in relying on
any such direction, waiver or consent, only Securities which the Property
Trustee knows are so owned shall be so disregarded.

                  Section 7.09 TEMPORARY SECURITIES. Until definitive Securities
are ready for delivery, the Trust may prepare and, in the case of the Preferred
Securities, the Property Trustee shall authenticate temporary Securities.
Temporary Securities shall be substantially in the form of definitive Securities
but may have variations that the Trust considers appropriate for temporary
Securities. Without unreasonable delay, the Trust shall prepare and deliver to
the Property Trustee Preferred Securities in certificated form (other than in
the case of Preferred Securities in global form) and thereupon any or all
temporary Preferred Securities (other than any such Preferred Securities in
global form) may be surrendered in exchange therefor, at the office of the
Registrar, and the Property Trustee shall authenticate and deliver an equal
aggregate liquidation


                                       45
<PAGE>

amount of definitive Preferred Securities in certificated form in exchange for
temporary Preferred Securities (other than any such Preferred Securities in
global form).

                  Section 7.10 CANCELLATION. Any Administrative Trustee on
behalf of the Trust at any time may deliver Preferred Securities to the Property
Trustee for cancellation. The Registrar, Paying Agent and Conversion Agent shall
forward to the Property Trustee any Preferred Securities surrendered to them for
registration of transfer, redemption, conversion, exchange or payment. The
Property Trustee shall promptly cancel all Preferred Securities, surrendered for
registration of transfer, redemption, conversion, exchange, payment, replacement
or cancellation and shall return such canceled Preferred Securities to the
Administrative Trustees. The Trust may not issue new Preferred Securities to
replace Preferred Securities that it has paid or that have been delivered to the
Property Trustee for cancellation or that any Holder has converted.


                                  ARTICLE VIII

                              TERMINATION OF TRUST

                  Section 8.01 DISSOLUTION OF TRUST. (a) The Trust shall
dissolve upon the earliest to occur of the following:

                           (i) the bankruptcy, dissolution or liquidation of the
         Holder of the Common Securities or the Depositor;

                           (ii) the filing of a certificate of dissolution or
         its equivalent with respect to the Holder of the Common Securities or
         the Depositor, or the revocation of the charter of the Holder of the
         Common Securities or the Depositor and the expiration of 90 days after
         the date of revocation without a reinstatement thereof;

                           (iii) a written direction of the Depositor to
         dissolve the Trust and distribute a Like Amount of Debentures to
         Holders of the Securities in accordance with the terms of the
         Securities;

                           (iv) 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;

                           (v) the expiration of the term of the Trust as set
         forth in Section 3.14 hereof;


                                       46
<PAGE>

                           (vi) the entry of a decree of judicial dissolution of
         the Holder of the Common Securities, the Depositor or the Trust by a
         court of competent jurisdiction;

                           (vii) upon distribution of the Common Stock of the
         Depositor to Holders of all outstanding Securities upon conversion of
         all such Securities; or

                           (viii) before the issuance of any Securities, with
         the consent of all the Administrative Trustees and the Depositor.

                  (b) As soon as is practicable after the occurrence of an event
referred to in Section 8.01(a), and after the completion of the winding up of
the affairs of the Trust, the Trustees shall file a certificate of cancellation
with the Secretary of State of the State of Delaware.

                  (c) The provisions of Section 3.09 and Article X shall survive
the termination of the Trust.

                                   ARTICLE IX

                              TRANSFER AND EXCHANGE

                  Section 9.01 GENERAL.

                  (a) When Preferred Securities are presented to the Registrar
or a co-registrar with a request to register a transfer or to exchange them for
an equal number of Preferred Securities represented by different certificates,
the Registrar shall register the transfer or make the exchange if its
requirements for such transactions are met. To permit registrations of transfers
and exchanges, the Administrative Trustees shall prepare and one Administrative
Trustee shall execute and the Property Trustee shall authenticate Preferred
Securities at the Registrar's request.

                  (b) Securities may only be transferred, in whole or in part,
in accordance with the terms and conditions set forth in this Declaration and in
the terms of the Securities. To the fullest extent permitted by law, any
transfer or purported transfer of any Security not made in accordance with this
Declaration shall be null and void.

                  Subject to this Article IX, the Depositor and any Related
Party may only transfer Common Securities (i) in accordance with Article VIII of
the Indenture, or (ii) to the Depositor or a Related Party of the Depositor;
PROVIDED that, any such transfer is subject to the condition precedent that the
transferor obtain the written opinion of nationally recognized independent
counsel experienced in such matters that such transfer would not cause more than
an insubstantial risk that:


                                       47
<PAGE>

                           (i) the Trust would not be classified for United
         States federal income tax purposes as a grantor trust; and

                           (ii) the Trust would be an Investment Company or the
         transferee would become an Investment Company.

                  (c) The Administrative Trustees 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
Administrative Trustees 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 Administrative Trustees shall cause one or
more new Securities to be issued and authenticated by the Property Trustee in
the name of the designated transferee or transferees. Every Security surrendered
for registration of transfer shall be accompanied by a written instrument of
transfer in form satisfactory to the Administrative Trustees duly executed by
the Holder or such Holder's attorney duly authorized in writing. Each Security
surrendered for registration of transfer shall be cancelled in accordance with
Section 7.10. 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.

                  (d) The Trust shall not be required (i) to issue, register the
transfer of, or exchange, Preferred Securities during a period beginning at the
opening of business 15 days before the day of any selection of Preferred
Securities for redemption set forth in the terms of the Securities as set forth
in Annex I hereto and ending at the close of business on the day of selection,
or (ii) to register the transfer or exchange of any Preferred Security so
selected for redemption in whole or in part, except the unredeemed portion of
any Preferred Security being redeemed in part.

                  (e) All Preferred Securities issued upon any transfer or
exchange pursuant to the terms of this Declaration shall evidence the same
security and shall be entitled to the same benefits under this Declaration as
the Preferred Securities surrendered upon such transfer or exchange.

                  Section 9.02 TRANSFER PROCEDURES AND RESTRICTIONS. (a)
GENERAL. Subject to Sections 9.02(b) and 9.02(j)(ii), if Preferred Securities
are issued upon the transfer, exchange or replacement of Preferred Securities
bearing the Restricted Securities Legend, or if a request is made to remove such
Restricted Securities Legend on Preferred Securities, the Preferred Securities
so issued shall bear the Restricted Securities Legend, or the Restricted
Securities Legend shall not be removed, as the case may be, unless there is
delivered to the Trust and the Property Trustee such satisfactory evidence,
which may include an opinion of counsel, as may be reasonably required by the
Depositor, that (i) neither the legend nor the restrictions on transfer set
forth therein are required to ensure that transfers thereof comply with the
provisions of Rule


                                       48
<PAGE>

144A or Rule 144 under the Securities Act or (ii) that such Securities are not
"restricted" within the meaning of Rule 144 under the Securities Act. Upon
provision of such satisfactory evidence, the Property Trustee, at the written
direction of an Administrative Trustee on behalf of the Trust, shall
authenticate and deliver Preferred Securities that do not bear the Restricted
Securities Legend.

                  (b) TRANSFERS AFTER EFFECTIVENESS OF SHELF REGISTRATION
STATEMENT. After a transfer of Preferred Securities pursuant to an effective
Shelf Registration Statement, all requirements pertaining to Restricted
Securities Legends on any Preferred Security included within such Shelf
Registration Statement will cease to apply, and beneficial interests in a
Preferred Security in global form without Restricted Securities Legends will be
available to transferees of such Preferred Securities, upon directions to
transfer such Holder's beneficial interest in the Global Preferred Security.
After the effectiveness of the Shelf Registration Statement, the Administrative
Trustees shall execute and deliver and the Property Trustee shall authenticate a
Preferred Security in global form without the Restricted Securities Legend (the
"Unrestricted Global Preferred Security") to deposit with the Depositary to
evidence transfers of beneficial interests from the Global Preferred Security.

                  (c) [Reserved]

                  (d) TRANSFER AND EXCHANGE OF DEFINITIVE PREFERRED SECURITIES.
When Definitive Preferred Securities are presented to the Registrar or
co-Registrar

                           (x) to register the transfer of such Definitive
                  Preferred Securities; or

                           (y) to exchange such Definitive Preferred Securities
                  for an equal number of Definitive Preferred Securities of
                  another denomination;

the Registrar or co-registrar shall register the transfer or make the exchange
as requested if its reasonable requirements for such transaction are met;
PROVIDED, HOWEVER, that the Definitive Preferred Securities surrendered for
transfer or exchange:

                           (i) shall be duly endorsed or accompanied by a
         written instrument of transfer in form reasonably satisfactory to the
         Administrative Trustees and the Registrar or co-registrar, duly
         executed by the Holder thereof or his attorney duly authorized in
         writing; and

                           (ii) in the case of Definitive Preferred Securities
         that are Restricted Preferred Securities, and are being transferred or
         exchanged, such transfer or exchange shall be (x) pursuant to an
         effective registration statement


                                       49
<PAGE>

         under the Securities Act or (y) pursuant to, and in compliance with,
         clause (A) or (B) below:

                                    (A) if such Restricted Preferred Securities
                  are being delivered to the Registrar by a Holder for
                  registration in the name of such Holder, without transfer,
                  such Holder shall deliver a certification to that effect (in
                  the form set forth on the reverse of the Preferred Security);
                  or

                                    (B) if such Restricted Preferred Securities
                  are being transferred pursuant to an exemption from
                  registration in accordance with Rule 144A or Rule 144 under
                  the Securities Act such Holder shall deliver: (i) a
                  certification to that effect (in the form set forth on the
                  reverse of the Preferred Security) and (ii) if the Trust or
                  Registrar so requests, evidence reasonably satisfactory to
                  them as to the compliance with the restrictions set forth in
                  the Restricted Securities Legend.

         For definitive Preferred Securities that are transferred to QIBs in
accordance with Rule 144A under the Securities Act, QIBs must take delivery of
their interests in the Preferred Securities in the form of a beneficial interest
in the Global Preferred Security in accordance with Section 9.02(e).

                  (e) RESTRICTIONS ON TRANSFER OF A DEFINITIVE PREFERRED
SECURITY FOR A BENEFICIAL INTEREST IN A GLOBAL PREFERRED SECURITY. A Definitive
Preferred Security may not be exchanged for a beneficial interest in a Global
Preferred Security except upon satisfaction of the requirements set forth
below. Upon receipt by the Property Trustee of a Definitive Preferred Security,
duly endorsed or accompanied by appropriate instruments of transfer, in form
satisfactory to the Property Trustee, together with written instructions
directing the Property Trustee to make, or to direct the Depositary to make, an
adjustment on its books and records with respect to such Global Preferred
Security to reflect an increase in the number of the Preferred Securities
represented by the Global Preferred Security, then the Property Trustee shall
cancel such Definitive Preferred Security and cause, or direct the Depositary to
cause, the aggregate number of Preferred Securities represented by the Global
Preferred Security to be increased accordingly. If no Global Preferred
Securities are then outstanding, the Administrative Trustee shall execute and
deliver and the Property Trustee shall authenticate, upon written order of any
Administrative Trustee, an appropriate number of Preferred Securities in global
form.

                  (f) TRANSFER AND EXCHANGE OF GLOBAL PREFERRED SECURITIES. The
transfer and exchange of Global Preferred Securities or beneficial interests
therein shall be effected through the Depositary, in accordance with this
Declaration (including applicable restrictions on transfer set forth herein, if
any) and the procedures of the Depositary therefor.

                  (g) TRANSFER OF A BENEFICIAL INTEREST IN A GLOBAL PREFERRED
SECURITY FOR A DEFINITIVE PREFERRED SECURITY.


                                       50
<PAGE>

                           (i) The transfer of a beneficial interest in a Global
         Preferred Security in exchange for a Definitive Preferred Security will
         require the delivery by the transferee of a transfer certificate in the
         form set forth in Exhibit A-1.

                           (ii) Definitive Preferred Securities issued in
         exchange for a beneficial interest in a Global Preferred Security
         pursuant to this Section 9.02(g) shall be registered in such names and
         in such authorized denominations as the Depositary, pursuant to
         instructions from its Participants or indirect participants or
         otherwise, shall instruct the Property Trustee. The Property Trustee
         shall deliver such Preferred Securities to the Persons in whose names
         such Preferred Securities are so registered in accordance with the
         instructions of the Depositary.

                  (h) RESTRICTIONS ON TRANSFER AND EXCHANGE OF GLOBAL PREFERRED
SECURITIES. Notwithstanding any other provisions of this Declaration (other than
the provisions set forth in Section 7.03), a Global Preferred Security may not
be transferred as a whole except by the Depositary to a nominee of the
Depositary or another nominee of the Depositary or by the Depositary or any such
nominee to a successor Depositary or a nominee of such successor Depositary.

                  (i) [Reserved]

                  (j) LEGEND.

                           (i) Except as permitted by the following paragraph
         (ii), each Preferred Security certificate evidencing the Global
         Preferred Securities and the Definitive Preferred Securities (and all
         Preferred Securities issued in exchange therefor or substitution
         thereof) shall bear a legend in substantially the following form (the
         "Restricted Preferred Security"):

                  "THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN
                  A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED
                  STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND THIS
                  SECURITY AND ANY CONVERTIBLE SENIOR SUBORDINATED
                  DEBENTURES ISSUED UPON EXCHANGE FOR THIS SECURITY AND ANY
                  COMMON STOCK ISSUABLE UPON CONVERSION THEREOF MAY NOT BE
                  OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE
                  ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
                  THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED
                  THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE
                  EXEMPTION


                                       51

<PAGE>

                  FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT
                  PROVIDED BY RULE 144A THEREUNDER.

                  THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE
                  TRUST AND THE DEPOSITOR THAT (A) THIS SECURITY AND ANY
                  CONVERTIBLE SENIOR SUBORDINATED DEBENTURES ISSUABLE UPON
                  EXCHANGE THEREFOR AND COMMON STOCK ISSUABLE UPON CONVERSION
                  THEREOF MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE
                  TRANSFERRED, ONLY (i) TO A PERSON WHOM THE SELLER REASONABLY
                  BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN
                  RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING
                  THE REQUIREMENTS OF RULE 144A, (ii) PURSUANT TO AN EXEMPTION
                  FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE
                  144 THEREUNDER (IF AVAILABLE) OR (iii) PURSUANT TO AN
                  EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN
                  EACH OF CASES (i) THROUGH (iii) IN ACCORDANCE WITH ANY
                  APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
                  OR ANY OTHER APPLICABLE JURISDICTION, AND (B) THE HOLDER WILL,
                  AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY
                  PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS
                  REFERRED TO IN (A) ABOVE."

                           (ii) Upon any sale or transfer of a Restricted
         Preferred Security (including any Restricted Preferred Security
         represented by a Global Preferred Security) pursuant to Rule 144 under
         the Securities Act or an effective registration statement under the
         Securities Act the Registrar shall permit the Holder thereof to
         exchange such Restricted Preferred Security for an interest in the
         Unrestricted Global Preferred Security.

                  (k) CANCELLATION OR ADJUSTMENT OF GLOBAL PREFERRED SECURITY.
At such time as all beneficial interests in a Global Preferred Security have
either been exchanged for Definitive Preferred Securities to the extent
permitted by the Declaration or redeemed, repurchased or cancelled in accordance
with the terms of this Declaration, such Global Preferred Security shall be
returned to the Depositary for cancellation or retained and cancelled by the
Property Trustee. At any time prior to such cancellation, if any beneficial
interest in a Global Preferred Security is exchanged for Definitive Preferred
Securities, Preferred Securities represented by such Global Preferred Security
shall be reduced and an adjustment shall be made on the books and records of the
Property Trustee (if it is then the Securities Custodian for such Global
Preferred Security)


                                       52
<PAGE>

with respect to such Global Preferred Security, or by the Securities Custodian,
to reflect such reduction.

                  (l) NO OBLIGATION OF THE PROPERTY TRUSTEE.

                           (i) The Property Trustee shall have no responsibility
         or obligation to any Preferred Security Beneficial Owner, a Participant
         in the Depositary or other Person with respect to the accuracy of the
         records of the Depositary or its nominee or of any Participant thereof,
         with respect to any ownership interest in the Preferred Securities or
         with respect to the delivery to any Participant, Preferred Security
         Beneficial Owner or other Person (other than the Depositary) of any
         notice (including any notice of redemption) or the payment of any
         amount, under or with respect to such Preferred Securities. All notices
         and communications to be given to the Holders and all payments to be
         made to Holders under the Preferred Securities shall be given or made
         only to or upon the order of the registered Holders (which shall be the
         Depositary or its nominee in the case of a Global Preferred Security).
         The rights of Preferred Security Beneficial Owners in any Global
         Preferred Security shall be exercised only through the Depositary
         subject to the applicable rules and procedures of the Depositary. The
         Property Trustee may conclusively rely and shall be fully protected in
         relying upon information furnished by the Depositary or agent thereof
         with respect to its Participants and any Preferred Security Beneficial
         Owners.

                           (ii) The Property Trustee and Registrar shall have no
         obligation or duty to monitor, determine or inquire as to compliance
         with any restrictions on transfer imposed under this Declaration or
         under applicable law with respect to any transfer of any interest in
         any Preferred Security (including any transfers between or among
         Depositary Participants or Preferred Security Beneficial Owners in any
         Global Preferred Security) other than to require delivery of such
         certificates and other documentation or evidence as are expressly
         required by, and to do so if and when expressly required by, the terms
         of this Declaration, and to examine the same to determine substantial
         compliance as to form with the express requirements hereof.

                  Section 9.03 DEEMED SECURITY HOLDERS. The Trustees may treat
the Person in whose name any Certificate shall be registered on the books and
records of the Trust as the sole holder of such Certificate and of the
Securities represented by such Certificate for purposes of receiving
Distributions and for all other purposes whatsoever and, accordingly, shall not
be bound to recognize any equitable or other claim to or interest in such
Certificate or in the Securities represented by such Certificate on the part of
any Person, whether or not the Trust, the Property Trustee, the Registrar or a
co-registrar shall have actual or other notice thereof.


                                       53
<PAGE>

                  Section 9.04 NOTICES TO DEPOSITARY. Whenever a notice or other
communication to the Preferred Security Holders is required under this
Declaration, the Administrative Trustees shall, in the case of any Global
Preferred Security, give all such notices and communications specified herein to
be given to the Preferred Security Holders to the Depositary and shall have no
notice obligations to the Preferred Security Beneficial Owners.

                  Section 9.05 APPOINTMENT OF SUCCESSOR DEPOSITARY. If the
Depositary elects to discontinue its services as securities depositary with
respect to the Preferred Securities, the Administrative Trustees may, in their
sole discretion, appoint a successor Depositary with respect to such Preferred
Securities.


                                    ARTICLE X

      LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

                  Section 10.01 LIABILITY. (a) Except as expressly set forth in
this Declaration, the Securities Guarantee and the terms of the Securities, the
Depositor shall not be:

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

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

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

                  (c) Pursuant to Section  3803(a) of the Business Trust Act,
the Holders of the Preferred Securities shall be entitled to the same
limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the
State of Delaware.

                  Section 10.02 EXCULPATION. (a) No Indemnified Person shall be
liable, responsible or accountable in damages or otherwise to the Trust or any
Covered Person for any loss, damage or claim incurred by reason of any act or
omission performed or omitted by such Indemnified Person in good faith on behalf
of the Trust and in a manner such Indemnified Person reasonably believed to be
within the scope of the authority conferred on such Indemnified Person by this
Declaration or by law, except that an Indemnified Person shall be liable for any
such loss, damage or claim incurred by reason of such Indemnified Person's gross
negligence (or, in the


                                       54
<PAGE>

case of the Property Trustee, negligence) or willful misconduct with respect to
such acts or omissions.

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

                  Section 10.03 FIDUCIARY DUTY. (a) To the extent that, at law
or in equity, an Indemnified Person has duties (including fiduciary duties) and
liabilities relating thereto to the Trust or to any other Covered Person, an
Indemnified Person acting under this Declaration shall not be liable to the
Trust or to any other Covered Person for its good faith reliance on the
provisions of this Declaration. The provisions of this Declaration, to the
extent that they restrict the duties and liabilities of an Indemnified Person
otherwise existing at law or in equity (other than the duties imposed on the
Property Trustee under the Trust Indenture Act), are agreed by the parties
hereto to replace such other duties and liabilities of such Indemnified Person.

                  (b) Unless otherwise expressly provided herein:

                           (i) whenever a conflict of interest exists or arises
         between an Indemnified Person and any Covered Person; or

                           (ii) whenever this Declaration or any other agreement
         contemplated herein or therein provides that an Indemnified Person
         shall act in a manner that is, or provides terms that are, fair and
         reasonable to the Trust or any Holder of Securities,

the Indemnified Person shall resolve such conflict of interest, take such action
or provide such terms, considering in each case the relative interest of each
party (including its own interest) to such conflict, agreement, transaction or
situation and the benefits and burdens relating to such interests, any customary
or accepted industry practices, and any applicable generally accepted accounting
practices or principles. In the absence of bad faith by the Indemnified Person,
the resolution, action or term so made, taken or provided by the Indemnified
Person shall not constitute a breach of this Declaration or any other agreement
contemplated herein or of any duty or obligation of the Indemnified Person at
law or in equity or otherwise.

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


                                       55
<PAGE>

                           (i) in its "discretion" or under a grant of similar
         authority, the Indemnified Person shall be entitled to consider such
         interests and factors as it desires, including its own interests, and
         shall have no duty or obligation to give any consideration to any
         interest of or factors affecting the Trust or any other Person; or

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

                  Section 10.04 INDEMNIFICATION. (a) To the fullest extent
permitted by applicable law, the Debenture Issuer shall indemnify and hold
harmless each Indemnified Person from and against any loss, damage, liability,
tax, penalty, cost, expense, action, suit or claim of any kind or nature
whatsoever incurred by such Indemnified Person by reason of the creation,
operation or termination of the Trust or any act or omission performed or
omitted by such Indemnified Person in good faith on behalf of the Trust 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 or claim incurred by such Indemnified Person by reason of gross
negligence (or, in the case of the Property Trustee, negligence) or willful
misconduct with respect to such acts or omissions.

                  (b) To the fullest extent permitted by applicable law,
expenses (including legal fees and expenses) incurred by an Indemnified Person
in defending any claim, demand, action, suit or proceeding shall, from time to
time, be advanced by the Debenture Issuer prior to the final disposition of such
claim, demand, action, suit or proceeding upon receipt by the Debenture Issuer
of an undertaking by or on behalf of the Indemnified Person to repay such amount
if it shall be determined that the Indemnified Person is not entitled to be
indemnified as authorized in Section 10.4(a). The indemnification shall survive
the termination of this Declaration.

                  Section 10.05 OUTSIDE BUSINESSES. Any Covered Person, the
Depositor, the Delaware Trustee and the Property Trustee (subject to Section
5.03(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 the Depositor, any Covered Person, the Delaware Trustee,
the Administrative Trustees or the Property Trustee shall be obligated to
present any particular investment or other opportunity to the Trust even if such
opportunity is of a character that, if presented to the Trust, could be taken by
the Trust, and any Covered Person, the Depositor, the Delaware Trustee and the
Property Trustee shall have the


                                       56
<PAGE>

right to take for its own account (individually or as a partner or fiduciary) or
to recommend to others any such particular investment or other opportunity. Any
Covered Person, the Delaware Trustee and the Property Trustee may engage or be
interested in any financial or other transaction with the Depositor or any
Affiliate of the Depositor, 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 Depositor or its Affiliates.


                                   ARTICLE XI

                                   ACCOUNTING

                  Section 11.01 FISCAL YEAR. The fiscal year ("FISCAL YEAR") of
the Trust shall be the calendar year, or such other year as is required by the
Code.

                  Section 11.02 CERTAIN ACCOUNTING MATTERS. (a) At all times
during the existence of the Trust, the Administrative Trustees shall keep, or
cause to be kept, full books of account, records and supporting documents, which
shall reflect in reasonable detail, each transaction of the Trust. The books of
account shall be maintained on the accrual method of accounting, in accordance
with generally accepted accounting principles, consistently applied. The Trust
shall use the accrual method of accounting for United States federal income tax
purposes. The books of account and the records of the Trust shall be examined by
and reported upon as of the end of each Fiscal Year by a firm of independent
certified public accountants selected by the Administrative Trustees.

                  (b) The Depositor shall cause to be prepared and delivered to
each of the Holders of Securities, within 90 days after the end of each Fiscal
Year of the Depositor, annual financial statements of the Depositor, including a
balance sheet of the Depositor as of the end of such Fiscal Year, and the
related statements of income or loss;

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

                  (d) The Administrative Trustees shall cause to be duly
prepared and filed with the appropriate taxing authority, an annual United
States federal income tax return, on a Form 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 Administrative Trustees on behalf of the Trust with
any state or local taxing authority.


                                       57
<PAGE>

                  Section 11.03 BANKING. The Administrative Trustees on behalf
of the Trust shall maintain one or more bank accounts in the name and for the
sole benefit of the Trust; PROVIDED, HOWEVER, that all payments of funds in
respect of the Debentures held by the Property Trustee shall be made directly to
the Property Trustee Account and no other funds of the Trust shall be deposited
in the Property Trustee Account. The sole signatories for such accounts shall be
designated by the Administrative Trustees; PROVIDED, HOWEVER, that the Property
Trustee shall designate the signatories for the Property Trustee Account.

                  Section 11.04 WITHHOLDING. The Trust and the Administrative
Trustees on behalf of the Trust shall comply with all withholding requirements
under United States federal, state and local law. The Administrative Trustees on
behalf of the Trust shall request, and the Holders shall provide to the
Administrative Trustees, such forms or certificates as are necessary to
establish an exemption from withholding with respect to each Holder, and any
representations and forms as shall reasonably be requested by the Administrative
Trustees on behalf of the Trust to assist it in determining the extent of, and
in fulfilling the Trust's withholding obligations. The Administrative Trustees
shall file required forms with applicable jurisdictions and, unless an exemption
from withholding is properly established by a Holder, shall remit amounts
withheld with respect to the Holder to applicable jurisdictions. To the extent
that the Trust is required to withhold and pay over any amounts to any authority
with respect to distributions or allocations to any Holder, the amount withheld
shall be deemed to be a distribution in the amount of the withholding to the
Holder. In the event of any claimed 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 Administrative
Trustees on behalf of the Trust may reduce subsequent Distributions by the
amount of such withholding.


                                   ARTICLE XII

                             AMENDMENTS AND MEETINGS

                  Section 12.01 AMENDMENTS. (a) Except as otherwise provided in
this Declaration or by any applicable terms of the Securities, this Declaration
may be amended from time to time by the Depositor, the Property Trustee and the
Administrative Trustees, without the consent of the Holders of the Securities,
(i) to cure any ambiguity, correct or supplement any provision in the
Declaration that may be inconsistent with any other provision, or to make any
other provisions with respect to ministerial matters or questions arising under
the Declaration, which shall not be inconsistent with the other provisions of
the Declaration, or (ii) to modify, eliminate or add to any provisions of the
Declaration to such extent as shall be necessary to ensure that the Trust will
not be taxable as a corporation or will be classified for United States federal
income tax purposes as a grantor trust at all times that any Securities are
outstanding or to ensure that the Trust will not be required to register as an
"investment company" under the Investment Company Act; PROVIDED, HOWEVER, that
in the case of clause (i), such action shall not adversely affect in any


                                       58
<PAGE>

material respect the interests of any Holder of Securities, and any such
amendments of the Declaration shall become effective when notice thereof is
given to the Holders of the Securities.

                  (b) Except as provided in (c) below, and the terms of the
Securities, this Declaration may be amended by the Trustees and the Depositor
with (i) the consent of Holders representing not less than a Majority in
liquidation amount of the outstanding Preferred Securities, and (ii) receipt by
the Trustees of an opinion of counsel to the effect that such amendment or the
exercise of any power granted to the Trustees in accordance with such amendment
will not affect the Trust's status as a grantor trust for United States federal
income tax purposes or the Trust's exemption from status as an "investment
company" under the Investment Company Act.

                  (c) Without the consent of each Holder of Securities, the
Declaration may not be amended to (i) change the amount or timing of any
Distribution on the Securities or otherwise adversely affect the amount of any
Distribution required to be made in respect of the Securities as of a specified
date or (ii) restrict the right of a Holder of Securities to institute suit for
the enforcement of any such payment on or after such date.

                  Section 12.02 MEETINGS OF THE HOLDERS OF SECURITIES; ACTION BY
WRITTEN CONSENT. (a) Meetings of the Holders of any class of Securities may be
called at any time by the Administrative Trustees (or as provided in the terms
of the Securities) to consider and act on any matter on which Holders of such
class of Securities are entitled to act under the terms of this Declaration,
the terms of the Securities or the rules of any stock exchange on which the
Preferred Securities are listed or admitted for trading. Except as otherwise set
forth in the terms of the Securities, the Administrative Trustees shall call a
meeting of the Holders of such class if directed to do so by the Holders of at
least 25% in liquidation amount of such class of Securities. Such direction
shall be given by delivering to the Administrative Trustees one or more requests
in a writing stating that the signing Holders of Securities wish to call a
meeting and indicating the general or specific purpose for which the meeting is
to be called. Any Holders of Securities calling a meeting shall specify in
writing the Certificates held by the Holders of Securities exercising the right
to call a meeting and only those Securities represented by the Certificates so
specified shall be counted for purposes of determining whether the required
percentage set forth in the second sentence of this paragraph has been met.

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

                           (i) notice of any such meeting shall be given to all
         the Holders of Securities having a right to vote thereat at least 7
         days and not more than 60 days before the date of such meeting.
         Whenever a vote, consent or approval of the Holders of Securities is
         permitted or required under this Declaration or the rules of any stock
         exchange on which the Preferred Securities are listed or admitted for
         trading, such vote, consent or approval may be given at a meeting of
         the


                                       59
<PAGE>

         Holders of Securities. Any action that may be taken at a meeting of the
         Holders of Securities may be taken without a meeting and without prior
         notice if a consent in writing setting forth the action so taken is
         signed by the Holders of Securities owning not less than the minimum
         aggregate liquidation amount of Securities that would be necessary to
         authorize or take such action at a meeting at which all Holders of
         Securities having a right to vote thereon were present and voting.
         Prompt notice of the taking of action without a meeting shall be given
         to the Holders of Securities entitled to vote who have not consented in
         writing. The Administrative Trustees may specify that any written
         ballot submitted to the Holders for the purpose of taking any action
         without a meeting shall be returned to the Trust within the time
         specified by the Administrative Trustees;

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

                           (iii) each meeting of the Holders of the Securities
         shall be conducted by the Administrative Trustees or by such other
         Person that the Administrative Trustees may designate; and

                           (iv) unless the Business Trust Act, this Declaration,
         the terms of the Securities, the Trust Indenture Act or the listing
         rules of any stock exchange on which the Preferred Securities are then
         listed or trading, provide otherwise, the Administrative Trustees, in
         their sole discretion, shall establish all other provisions relating
         to meetings of Holders of Securities, including notice of the time,
         place or purpose of any meeting at which any matter is to be voted on
         by any Holders of Securities, waiver of any such notice, action by
         consent without a meeting, the establishment of a record date, quorum
         requirements, voting in person or by proxy or any other matter with
         respect to the exercise of any such right to vote.


                                  ARTICLE XIII

            REPRESENTATIONS OF PROPERTY TRUSTEE AND DELAWARE TRUSTEE


                                       60
<PAGE>

                  Section 13.01 REPRESENTATIONS AND WARRANTIES OF PROPERTY
TRUSTEE. The Trustee that acts as initial Property Trustee represents and
warrants to the Trust and to the Depositor at the date of this Declaration, at
the Closing Date and at each Optional Closing Date, if any, and each Successor
Property Trustee represents and warrants to the Trust and the Depositor at the
time of the Successor Property Trustee's acceptance of its appointment as
Property Trustee that:

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

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

                  (c) The execution, delivery and performance of the Declaration
by the Property Trustee do not conflict with or constitute a breach of the
certificate of incorporation or by-laws of the Property Trustee.

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

                  (e) The Property Trustee satisfies the qualifications set
forth in Section 5.03 and shall not create, incur or assume or suffer to exist
any mortgage, pledge, hypothecation, encumbrance, lien or other change or
security interest upon the Debentures.

                  Section 13.02 REPRESENTATIONS AND WARRANTIES OF DELAWARE
TRUSTEE. The Trustee that acts as initial Delaware Trustee represents and
warrants to the Trust and to the Depositor at the date of this Declaration, at
the Closing Date and at each Optional Closing Date, if any, and each Successor
Delaware Trustee represents and warrants to the Trust and the Depositor at the
time of the Successor Property Trustee's acceptance of its appointment as
Delaware Trustee that:

                  (a) The Delaware Trustee is a banking corporation with trust
powers, duly organized, validly existing and in good standing under the laws of
the jurisdiction of its organization, with corporate power and authority to
execute and deliver, and to carry out and perform its obligations under the
terms of, the Declaration.


                                       61

<PAGE>

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

                  (c) The execution, delivery and performance of the Declaration
by the Delaware Trustee does not conflict with or constitute a breach of the
certificate of incorporation or by-laws of the Delaware Trustee.

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

                  (e) The Delaware Trustee is an entity which has its principal
place of business in the State of Delaware.

                  (f) The Delaware Trustee has been authorized to perform its
obligations under the Certificate of Trust and the Declaration.


                                   ARTICLE XIV

                               REGISTRATION RIGHTS

                  Section 14.01 REGISTRATION RIGHTS. The Holders of the
Preferred Securities, the Debentures, the Preferred Securities Guarantee and the
shares of Common Stock of the Depositor issuable upon conversion of the
Securities are entitled to the benefits of a Registration Rights Agreement as
set forth in the Purchase Agreement and the Indenture.


                                   ARTICLE XV

     REPURCHASE OF SECURITIES UPON THE FAILURE TO CONSUMMATE THE ACQUISITION

                  Section 15.01 REPURCHASE OF SECURITIES. (a) In the event that
the acquisition of ACS pursuant to the Agreement and Plan of Merger by and among
Depositor, ACS and A T Acquisition Corp., a Delaware corporation, dated as of
December 9, 1999, is not consummated by March 31, 2000, the Property Trustee on
behalf of the Trust shall offer to purchase


                                       62
<PAGE>

up to 50% of the aggregate liquidation amount of each of the issued and
outstanding Securities (the "OFFER TO REPURCHASE") at a purchase price equal to
102.5% of the liquidation amount of each class of the Securities, plus accrued
and unpaid Distributions thereon, if any, to the date of repurchase (the
"REPURCHASE PAYMENT").

                  (b) The Offer to Repurchase shall be made in compliance with
all applicable laws, including, without limitation, Regulation 14E under the
Exchange Act and the rules thereunder and all other applicable Federal and state
securities laws. To the extent that the provisions of any securities laws or
regulations conflict with the provisions of this Article XV, the Trust shall
comply with the applicable securities laws and regulations and shall not be
deemed to have breached its obligations under this Article XV by virtue thereof.

                  (c) Within 30 days following March 31, 2000, the Property
Trustee on behalf of the Trust shall commence the Offer to Repurchase by mailing
to each Holder of Securities a notice (the "Notice"), which shall govern the
terms of the Offer to Repurchase,
and shall state:

                           (i) that the Offer to Repurchase is being made
         pursuant to this Article XV and that up to 50% of the aggregate
         liquidation amount of each of the Securities will be accepted for
         payment, each at a purchase price equal to 102.5% of the liquidation
         amount of the Securities;

                           (ii) the purchase date, which shall be a Business Day
         no earlier than 30 days nor later than 45 days from the date the Notice
         is mailed (the "REPURCHASE PAYMENT DATE");

                           (iii) that any Preferred Security or Common
         Securities not tendered for payment pursuant to the Offer to Repurchase
         shall continue to be outstanding and accrue distributions in accordance
         with the terms thereof;

                           (iv) that, unless the Trust defaults in the payment
         of the Repurchase Payment, all Securities tendered and accepted for
         payment pursuant to the Offer to Repurchase shall cease to be
         outstanding on the Repurchase Payment Date;

                           (v) that any Holder electing to have Securities
         purchased pursuant to an Offer to Repurchase shall be required to
         surrender such Preferred Securities and Common Securities, as the case
         may be, with the form entitled "Option of Holder to Elect Purchase" on
         the reverse of the Preferred Securities and Common Securities
         completed, to the Paying Agent at the address specified in the Notice;

                           (vi) that a Holder whose Preferred Securities or
         Common Securities are being purchased only in part shall be issued new
         Preferred Securities or Common Securities equal in liquidation amount
         to the unpurchased portion of the Preferred


                                       63
<PAGE>

         Securities or Common Securities surrendered, which unpurchased portion
         must be equal to $50 in liquidation amount or an integral multiple
         thereof;

                           (vii) that if more than 50% of the aggregate
         liquidation amount of either the Preferred Securities or Common
         Securities are tendered, the Property Trustee shall repurchase the
         Preferred Securities or Common Securities, as the case may be, from
         each tendering Holder on a proportionate basis according to the number
         of Preferred Securities or Common Securities tendered by each Holder;

                           (viii) the instructions that Holders must follow in
         order to tender their Preferred Securities and Common Securities; and

                           (ix) the circumstances and relevant facts regarding
         the failure to consummate the acquisition of ACS.

                  (d) On the Repurchase Payment Date, the Trust shall, to the
extent lawful, (i) accept for payment the Securities or portions thereof
tendered pursuant to the Offer to Repurchase and not withdrawn, (ii) deposit
with the Paying Agent an amount equal to the aggregate Repurchase Payment in
respect of all Securities or portions thereof so tendered and not withdrawn,
which amount shall have been delivered to the Trust by the Depositor pursuant to
Section 10.09 of the Indenture and (iii) deliver or cause to be delivered to the
Property Trustee the Securities so accepted, together with a certificate stating
that the Securities or the portions thereof tendered to the Trust and not
withdrawn are accepted for payment. The Paying Agent shall promptly mail to each
Holder of Preferred Securities and Common Securities so accepted payment in an
amount equal to the purchase price for such Preferred Securities and Common
Securities, and the Property Trustee on behalf of the Trust shall authenticate
and mail (or cause to be transferred by book entry) to each Holder a new
Preferred Security or Common Security, as the case may be, equal in liquidation
amount to any unpurchased portion of the Preferred Securities or Common
Securities surrendered, if any, PROVIDED, that each such new Preferred Security
or Common Security will be in the liquidation amount of $50 or an integral
multiple thereof.

                  (e) The Property Trustee on behalf of the Trust shall make a
public announcement of the results of the Offer to Repurchase on or as soon as
practicable after the Repurchase Payment Date. For the purposes of this Article
XV, the Property Trustee shall act as the Paying Agent.

                  Section 15.02 AGREEMENT TO SELL DEBENTURES.

                  The Trust shall accept the Depositor's offer, as described in
Section 10.09 of the Indenture, to purchase the Debentures held by the Trust in
an amount equal to the total price to be paid by the Trust for the Securities
tendered by the Holders of the Securities to the Trust pursuant to Article XV of
this Declaration. Said amount shall not exceed 50% of the


                                       64
<PAGE>

aggregate liquidation amount of the Securities and the purchase price for the
Debentures will equal 102.5% of the principal amount of the Debentures, plus
accrued and unpaid interest thereon, if any, to the date of the repurchase of
the Debentures.

                                   ARTICLE XVI

                                  MISCELLANEOUS

                  Section 16.01 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 or mailed by registered or certified mail, as
follows:

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

                           Titan Capital Trust
                           c/o The Titan Corporation
                           3033 Science Road
                           San Diego, California 92121-1199
                           Attention:  General Counsel
                           Telecopy:  (858) 552-9759

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

                           Wilmington Trust Company
                           Rodney Square North
                           1100 North Market Street
                           Wilmington, DE 19890-0001
                           Attention: Corporate Trust Administration
                           Telecopy:  (302) 651-8882

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

                           Wilmington Trust Company
                           Rodney Square North
                           1100 North Market Street
                           Wilmington, DE 19890-0001
                           Attention:  Corporate Trust Administration


                                       65
<PAGE>

                           Telecopy:  (302) 651-8882

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

                           The Titan Corporation
                           3033 Science Road
                           San Diego, California 92121-1199
                           Attention:  General Counsel
                           Telecopy:  (858) 552-9759

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

                  All such notices shall be deemed to have been given when
received in person, telecopied with receipt confirmed, or 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 16.02 GOVERNING LAW. This Declaration and the rights
of the parties hereunder shall be governed by and interpreted in accordance with
the laws of the State of Delaware and all rights and remedies shall be governed
by such laws without regard to principles of conflict of laws. Sections 3540 and
3561 of Title 12 of the Delaware Code shall not apply to the Trust. To the
fullest extent permitted by law, there shall not be applicable to the parties
hereunder or this Declaration any provision of the laws (statutory or common) of
the State of Delaware pertaining to trusts that relate to or regulate, in a
manner inconsistent with the terms hereof (A) the filing with any court or
governmental body or agency of trustee accounts or schedules of trustee fees and
charges, (B) affirmative requirements to post bonds for trustees, officers,
agents or employees of a trust, (C) the necessity for obtaining court or other
governmental approval concerning the acquisition, holding or disposition of real
or personal property, (D) fees or other sums payable to trustees, officers,
agents, or employees of a trust, (E) the allocation of receipts and expenditures
to income or principal, (F) restrictions or limitations on the permissible
nature, amount or concentration of trust investments or requirements relating to
the titling, storage or other manner of holding or investing trust assets or (G)
the establishment of fiduciary or other standards of responsibility or
limitations on the acts or powers of trustees that are inconsistent with the
limitations or liabilities or authorities and powers of the trustees hereunder
as set forth or referenced in this Declaration.

                  Section 16.03 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.


                                       66
<PAGE>

                  Section 16.04 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 16.05 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 Depositor and the Trustees shall bind and
inure to the benefit of their respective successors and assigns, whether so
expressed.

                  Section 16.06 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 16.07 COUNTERPARTS. This Declaration may contain more
than one counterpart of the signature page and this Declaration may be executed
by the affixing of the signature of each of the Trustees to one of such
counterpart signature pages. All of such counterpart signature pages shall be
read as though one, and they shall have the same force and effect as though all
of the signers had signed a single signature page.


                                       67
<PAGE>

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

                                      Deanna Hom Petersen,
                                      as Administrative Trustee

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

                                      Ray Guillaume,
                                      as Administrative Trustee

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

                                      The Titan Corporation,
                                      as Depositor and Debenture Issuer

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


                                      Wilmington Trust Company,
                                      as Delaware Trustee

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


                                      Wilmington Trust Company,
                                      as Property Trustee

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


                                       68
<PAGE>

                                                                         ANNEX I


                                    TERMS OF
                       Remarketable Term Income Deferrable
                     Equity Securities (HIGH TIDES-SM-) and
                          HIGH TIDES Common Securities

                  Pursuant to Section 7.01 of the Amended and Restated
Declaration of Trust, dated as of February 9, 2000 (as amended from time to
time, the "Declaration"), the designation, rights, privileges, restrictions,
preferences and other terms and provisions of the Preferred Securities and the
Common Securities are set out below (each capitalized term used but not defined
herein has the meaning set forth in the Declaration, the Indenture or
Remarketing Agreement (as defined in the Declaration) or, if not defined in the
Declaration, Indenture or Remarketing Agreement, as defined in the Offering
Circular (as defined in the Declaration):

1.       DESIGNATION AND NUMBER.

         (a) "Preferred Securities." 5,000,000 (including 1,000,000 relating to
the exercise of the full amount of the over-allotment option) Preferred
Securities of the Trust with an aggregate liquidation preference with respect to
the assets of the Trust of TWO HUNDRED FIFTY MILLION Dollars ($250,000,000)
(including FIFTY MILLION Dollars ($50,000,000) relating to the exercise of the
full amount of the over-allotment option), and a liquidation amount with respect
to the assets of the Trust of $50 per Preferred Security, are hereby designated
for the purposes of identification only as "Remarketable Term Income Deferrable
Equity Securities (HIGH TIDES-SM-)" (the "Preferred Securities"). The Preferred
Security Certificates evidencing the Preferred Securities shall be substantially
in the form attached hereto as Exhibit A-1, 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 or other organization
on which the Preferred Securities are listed, if any.

         (b) "Common Securities." 154,640 (including 30,928 relating to the
exercise of the full amount of the over-allotment option) Common Securities of
the Trust with an aggregate liquidation amount with respect to the assets of the
Trust of SEVEN MILLION SEVEN HUNDRED THIRTY TWO THOUSAND Dollars ($7,732,000)
(including ONE MILLION FIVE HUNDRED FORTY FIX THOUSAND FOUR HUNDRED Dollars
($1,546,400) relating to the exercise of the full amount of the over-allotment
option) and a liquidation amount with respect to the assets of the Trust of $50
per Common Security, are hereby designated for the purposes of identification
only as "HIGH TIDES Common Securities" (the "Common Securities"). The Common
Security Certificates evidencing the Common Securities shall be substantially in
the form attached hereto as Exhibit A-2, with such changes and additions thereto
or deletions therefrom as may be required by ordinary usage, custom or practice.


                                       I-0

<PAGE>

2.       DISTRIBUTIONS.

         (a) Distributions payable on each Security will accrue at the
Applicable Rate (as defined in the Indenture) applied to the stated liquidation
amount of $50 per Security, such rate being the rate of interest payable on the
Debentures to be held by the Property Trustee. The Applicable Rate will be 5.75%
per annum (the "Initial Rate") from the date of original issuance of the
Securities to but excluding the Reset Date. From the Reset Date, the Applicable
Rate will be the Term Rate established by the Remarketing Agent to be effective
on the Reset Date. Distributions in arrears for more than one quarter will bear
interest thereon compounded quarterly at the Applicable Rate (to the extent
permitted by applicable law). The Applicable Rate shall be subject to adjustment
in the event of a Registration Default, as described in the Indenture. The term
"Distributions" as used herein includes such quarterly distributions, additional
distributions on quarterly distributions not paid on the applicable Distribution
Date and Additional Amounts, as applicable. A Distribution is payable only to
the extent that payments are made in respect of the Debentures held by the
Property Trustee and to the extent the Property Trustee has funds available
therefor. The amount of Distributions payable for any period will be computed
for any full quarterly Distribution period on the basis of a 360-day year of
twelve 30-day months. Except as provided in the following sentence, the amount
of Distributions payable for any period shorter than a full quarterly
Distribution period will be computed on the basis of the actual number of days
elapsed per 30-day month. In the event that any date on which Distributions are
payable on the Securities is not a Business Day, then payment of Distributions
payable on such date will be made on the next succeeding day which is a Business
Day (and without any additional Distributions or other payment in respect of any
such delay), except that, if such Business Day is in the next succeeding
calendar year, such payment shall be made on the immediately preceding Business
Day, in each case with the same force and effect as if made on such date.

         (b) Distributions on the Securities will be cumulative, will accrue
from the date of their original issuance and will be payable quarterly in
arrears, on the following dates (each a "Distribution Date"), which dates
correspond to the interest payment dates on the Debentures: February 15, May 15,
August 15 and November 15 of each year, commencing on May 15, 2000, except as
otherwise described below. The 1st day of the month immediately preceding each
Distribution Date is the record date for determining which holders of Securities
shall be paid the Distributions and Additional Amounts, if any, payable on such
Distribution Date. If the Reset Date is prior to the record date for the
immediately following Distribution Date, then Distributions and Additional
Amounts, if any, accrued from and after the Reset Date to but excluding the
immediately following Distribution Date shall be paid on such Distribution Date
to the person in whose name each Security is registered on the relevant record
date, subject to the Depositor's right to initiate a Deferral Period. If the
Reset Date is on or after the record date for the immediately following
Distribution Date, then (1) Distributions and Additional Amounts, if any,
accrued from and after the record date to but excluding the Reset Date shall be
paid on the immediately following Distribution Date to the person in whose name
each Security is registered on the relevant record date and (2) Distributions
and Additional


                                       I-1

<PAGE>

Amounts, if any, accrued from and after the Reset Date to but excluding the
immediately following Distribution Date shall be paid on the second Distribution
Date immediately following the Reset Date to the person in whose name each
Security is registered on the relevant record date for such second Distribution
Date, subject in each case to the Depositor's right to initiate a Deferral
Period. So long as no Debenture Event of Default has occurred and is continuing,
the Depositor has the right under the Indenture to defer payments of interest by
extending the interest payment period from time to time on the Debentures for a
period not exceeding 20 consecutive quarters (each a "Deferral Period") and, as
a consequence of such deferral, Distributions will also be deferred. Despite
such deferral, quarterly Distributions will continue to accrue with interest
thereon (to the extent permitted by applicable law) at the Applicable Rate
compounded quarterly during any such Deferral Period. Prior to three Business
Days before a Regular Record Date fixed for a Payment Resumption Date (as
defined in the Indenture), the Depositor may further extend such Deferral
Period; PROVIDED that such Deferral Period together with all such previous and
further deferrals thereof may not exceed 20 consecutive quarters or extend
beyond (i) the maturity (whether at the stated maturity or by declaration of
acceleration, call for redemption or otherwise) of the Debentures under the
Indenture and (ii) in the case of a Deferral Period which begins prior to the
Reset Date, the Reset Date. Payments of accrued Distributions will be payable to
Holders by the Depositor as they appear on the books and records of the Trust on
the Regular Record Date for the relevant Payment Resumption Date. Upon the
termination of any Deferral Period and the payment of all amounts then due, the
Depositor may commence a new Deferral Period, subject to the above requirements.

         (c) Distributions on the Securities will be payable to the Holders
thereof as they appear on the books and records of the Trust at the close of
business on the relevant record dates. The relevant record dates shall be on the
1st day of the month immediately preceding each relevant payment date, except as
otherwise described in this Annex I to the Declaration. Subject to any
applicable laws and regulations and the provisions of the Declaration, each such
payment in respect of Preferred Securities being held in book-entry form through
The Depository Trust Company (the "Depositary"), or any successor Depositary
appointed pursuant to the Declaration, will be made as described under the
heading "Description of HIGH TIDES-Depositary Procedures" in the Offering
Circular. The relevant record dates for the Common Securities shall be the same
record dates as for the Preferred Securities. Distributions payable on any
Securities that are not punctually paid on any Distribution payment date, as a
result of the Depositor having failed to make a payment under the Debentures,
will cease to be payable to the Person in whose name such Securities are
registered on the relevant record date, and such defaulted Distribution will
instead be payable to the Person in whose name such Securities are registered on
the special record date or other specified date determined in accordance with
the Indenture. If any date on which Distributions are payable on the Securities
is not a Business Day, then payment of the Distribution payable on such date
will be made on the next succeeding day that is a Business Day (and without any
additional Distributions or other payment in respect of any such delay) except
that if such Business Day


                                       I-2

<PAGE>

is in the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same force and effect
as if made on such date.

         (d) In the event of an election by the Holder to convert its Securities
through the Conversion Agent into Common Stock pursuant to the terms of the
Securities as forth in this Annex I to the Declaration, no payment, allowance or
adjustment shall be made with respect to accumulated and unpaid Distributions on
such Securities, or be required to be made; PROVIDED that Holders of Securities
at the close of business on any record date who convert their Securities after
such record date and on or prior to the corresponding payment date will be
entitled to receive the Distributions payable on such Securities on the
corresponding payment date notwithstanding the conversion of such Securities
into Common Stock following such record date.

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

3.       LIQUIDATION DISTRIBUTION UPON DISSOLUTION.

         In the event of any voluntary or involuntary dissolution of the Trust,
the Trust shall be liquidated by the Trustees as expeditiously as the Trustees
determine to be possible by distributing, after satisfaction of liabilities to
creditors of the Trust as provided by applicable law, to the Holders of the
Securities a Like Amount of Debentures, unless such Distribution would not be
practical, in which event such Holders will be entitled to receive out of the
assets of the Trust available for Distribution to Holders, after satisfaction of
liabilities to creditors of the Trust as provided by applicable law, an amount
equal to the aggregate liquidation amount thereof plus accrued and unpaid
Distributions thereon to the date of payment (such amount being the "Liquidation
Distribution"). If such Liquidation Distribution can be paid only in part
because the Trust has insufficient assets available to pay in full the aggregate
Liquidation Distribution, then the amounts payable directly by the Trust on the
Securities shall be paid on a Pro Rata basis in accordance with paragraph 9. The
Holder of the Common Securities will be entitled to receive Distributions upon
any such liquidation Pro Rata with the Holders of the Preferred Securities,
except as provided in paragraph 10.

4.       REDEMPTION AND DISTRIBUTION.

         (a) Upon the repayment or payment of the Debentures in whole or in
part, whether at maturity or upon redemption or otherwise (other than following
any distribution of the Debentures to the Holders), the proceeds from such
repayment or redemption shall be simultaneously applied to redeem, on a Pro Rata
basis, a Like Amount of Securities, on the Redemption Date, in an amount per
Security equal to the applicable Redemption Price, payable in cash, which
Redemption Price will be equal to (i) the liquidation amount of each of the
Securities plus any accrued and unpaid Distributions thereon (A) in the case of
the


                                       I-3

<PAGE>

repayment of the Debentures at stated maturity, or (B) in the case of a
redemption of the Debentures in certain limited circumstances set forth in the
Indenture upon the occurrence of a Tax Event, or (ii) (A) in the case of an
Optional Redemption after February 20, 2003 until but excluding the Tender
Notification Date, the Initial Redemption Price; (B) in the case of an Optional
Redemption on or after the Reset Date (except in the event of a Failed Final
Remarketing), in accordance with the Term Call Protections or (C) in the case of
an Optional Redemption after a Failed Final Remarketing, 100% of the then
outstanding aggregate principal amount of the Securities being redeemed, plus
accrued and unpaid interest thereon.

         (b) If fewer than all the outstanding Securities are to be so redeemed,
the Common Securities and the Preferred Securities will be redeemed Pro Rata and
the Preferred Securities to be redeemed will be as described in Paragraph
4(f)(ii) below.

         (c) The Depositor, as the Holder of the outstanding Common Securities,
shall have the right at any time (including, without limitation, upon the
occurrence of a Tax Event or Investment Company Act Event) to dissolve the Trust
and, after satisfaction of the creditors of the Trust, cause a Like Amount of
the Debentures to be distributed to the Holders of the Securities in liquidation
of the Trust, PROVIDED that neither the Depositor nor the Administrative
Trustees may cause the dissolution of the Trust during the period beginning on
the Business Day following the Tender Notification Date and ending on the Reset
Date (other than upon the occurrence of a Tax Event or an Investment Company
Event), and provided further that the Administrative Trustees shall have
received a No Recognition Opinion (as defined below) prior to the dissolution of
the Trust.

         (d) If, at any time, a Tax Event shall occur and be continuing the
Depositor shall cause the Trustees to dissolve the Trust and, after satisfaction
of the creditors of the Trust, cause a Like Amount of Debentures to be
distributed to the Holders of the Securities in liquidation of the Trust within
90 days following the occurrence of such Tax Event; PROVIDED, HOWEVER, that such
dissolution, liquidation and distribution shall be conditioned on (i) the
Trustees' receipt of an opinion of a nationally recognized independent tax
counsel (reasonably acceptable to the Trustees) experienced in such matters (a
"No Recognition Opinion"), which opinion may rely on published revenue rulings
of the Internal Revenue Service, to the effect that the Holders of the Preferred
Securities will not recognize any income, gain or loss for United States federal
income tax purposes as a result of such dissolution and distribution of
Debentures, and (ii) the Depositor being unable to avoid such Tax Event within
such 90-day period by taking some ministerial action or pursuing some other
reasonable measure that, in the sole judgment of the Depositor, will have no
adverse effect on the Trust, the Depositor or the Holders of the Preferred
Securities and will involve no material cost ("Ministerial Action").

         If (i) the Depositor has received an opinion (a "Redemption Tax
Opinion") of a nationally recognized independent tax counsel (reasonably
acceptable to the Trustees) experienced in such matters that, as a result of a
Tax Event, there is more than an insubstantial


                                       I-4

<PAGE>

risk that the Depositor would be precluded from deducting the interest on the
Debentures for United States federal income tax purposes, even after the
Debentures were distributed to the Holders of Securities upon liquidation of the
Trust as described in this paragraph 4(d), or (ii) the Trustees shall have been
informed by such tax counsel that it cannot deliver a No Recognition Opinion,
the Depositor shall have the right, upon not less than 30 nor more than 60 days'
notice, and within 90 days following the occurrence and continuation of such Tax
Event, to redeem the Debentures in whole, but not in part, for cash, for the
principal amount plus accrued and unpaid interest thereon and, following such
redemption, all the Securities will be redeemed by the Trust at the liquidation
amount of $50 per Security plus accrued and unpaid Distributions thereon;
PROVIDED, HOWEVER, that, if at the time there is available to the Depositor or
the Trust the opportunity to eliminate, within such 90-day period, the Tax Event
by taking some Ministerial Action, the Trust or the Depositor will pursue such
Ministerial Action in lieu of redemption.

         In lieu of the foregoing options, the Depositor shall also have the
option of causing the Securities to remain outstanding and pay Additional
Amounts on the Debentures.

         "Tax Event" means that the Property Trustee shall have received an
opinion of a nationally recognized independent tax counsel to the Depositor
(reasonably acceptable to the Trustees) experienced in such matters (a
"Dissolution Tax Opinion") to the effect that, as a result of (i) any amendment
to, or change (including any announced prospective change (which shall not
include a proposed change), PROVIDED that a Tax Event shall not occur more than
90 days before the effective date of any such prospective change) in the laws
(or any regulations thereunder) of the United States or any political
subdivision or taxing authority therefor or therein, (ii) any judicial decision
or official administrative pronouncement, ruling, regulatory procedure, notice
or announcement, including any notice or announcement of intent to adopt such
procedures or regulations (an "Administrative Action") or (iii) any amendment to
or change in the administrative position or interpretation of any Administrative
Action or judicial decision that differs from the theretofore generally accepted
position, in each case, by any legislative body, court, governmental agency or
regulatory body, irrespective of the manner in which such amendment or change is
made known, which amendment or change is effective or such Administrative Action
or decision is announced, in each case, on or after the date of original
issuance of the Debentures or the issue date of the Preferred Securities issued
by the Trust, there is more than an insubstantial risk that (a) if the
Debentures are held by the Property Trustee, (x) 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 interest accrued or received on the Debentures or subject to
more than a DE MINIMIS amount of other taxes, duties or other governmental
charges as determined by such counsel, or (y) any portion of interest payable by
the Depositor to the Trust (or OID accruing) on the Debentures is not, or within
90 days of the date of such opinion will not be, deductible by the Depositor in
whole or in part for United States federal income tax purposes or (b) with
respect to Debentures which are no longer held by the Property Trustee, any
portion of interest payable by the Depositor (or OID accruing) on


                                       I-5

<PAGE>

the Debentures is not, or within 90 days of the date of such opinion will not
be, deductible by the Depositor in whole or in part for United States federal
income tax purposes.

         If an Investment Company Event (as hereinafter defined) shall occur and
be continuing, the Depositor shall cause the Trustees to dissolve the Trust
and, after satisfaction to creditors of the Trust, cause a Like Amount of the
Debentures to be distributed to the Holders of the Securities in liquidation of
the Trust within 90 days following the occurrence of such Investment Company
Event.

         "Investment Company Event" means the occurrence of a change in law or
regulation or a written change in interpretation or application of law or
regulation by any legislative body, court, governmental agency or regulatory
authority (a "Change in 1940 Act Law"), to the effect that the Trust is or will
be considered an Investment Company which is required to be registered under the
Investment Company Act, which Change in 1940 Act Law becomes effective on or
after the date of the Offering Circular.

         After the date fixed for any distribution of Debentures: (i) the
Securities will no longer be deemed to be outstanding, (ii) the Depositary or
its nominee (or any successor Depositary or its nominee), as record Holder of
Preferred Securities represented by global certificates, will receive a
registered global certificate or certificates representing the Debentures to be
delivered upon such distribution and (iii) any certificates representing
Securities, except for certificates representing Preferred Securities held by
the Depositary or its nominee (or any successor Depositary or its nominee), will
be deemed to represent Debentures having an aggregate principal amount equal to
the aggregate stated liquidation amount of such Securities, with accrued and
unpaid interest equal to accrued and unpaid Distributions on such Securities
until such certificates are presented to the Depositor or its agent for
cancellation, whereupon the Depositor or its agent will issue to the Holder of
such Securities, and the Debenture Trustee will authenticate, a certificate
representing such Debentures.

         (e) The Securities will not be redeemed unless all accrued and unpaid
Distributions have been paid on all Securities for all quarterly Distribution
periods terminating on or before the date of redemption.

         (f) Redemption, Distribution and Remarketing Procedures.

                           (i) Holders will be given not less than 20 nor more
         than 60 days notice of an Optional Redemption. Holders will be given at
         least 30 days but not more than 60 days notice of a redemption pursuant
         to paragraph 4(d). Notice of distribution of Debentures in exchange for
         the Securities will be given by the Administrative Trustees on behalf
         of the Trust by mail to each Holder of Securities to be exchanged not
         fewer than 30 nor more than 60 days before the date fixed for exchange
         thereof. For purposes of the calculation of the date of redemption or
         exchange and the dates on which notices are given


                                       I-6

<PAGE>

         pursuant to this paragraph 4(f)(i) (other than notices in connection
         with a Remarketing, the terms of which shall be governed by the
         Remarketing Agreement), a redemption or distribution notice shall be
         deemed to be given on the day such notice is first mailed by
         first-class mail, postage prepaid, to Holders of Securities. Each
         redemption or distribution notice shall be addressed to the Holders of
         Securities at the address of each such Holder appearing in the books
         and records of the Trust. No defect in the redemption or distribution
         notice or in the mailing of either thereof with respect to any Holder
         shall affect the validity of the redemption or exchange proceedings
         with respect to any other Holder.

                           (ii) In the event that fewer than all the outstanding
         Securities are to be redeemed, the Securities to be redeemed shall be
         redeemed Pro Rata from each Holder of Securities, it being understood
         that, in respect of Preferred Securities registered in the name of and
         held of record by the Depositary (or any successor Depositary) or any
         nominee, the distribution of the proceeds of such redemption will be
         made to each Participant (or Person on whose behalf such nominee holds
         such securities) in accordance with the procedures applied by such
         agency or nominee.

                           (iii) If Securities are to be redeemed and the
         Administrative Trustees on behalf of the Trust gives a redemption or
         distribution notice, which notice may only be issued if the Debentures
         are redeemed as set out in this paragraph 4 (which notice will be
         irrevocable), then (A) with respect to Preferred Securities held in
         book-entry form, by 10:00 a.m., New York City time, on the Redemption
         Date, to the extent funds are available, with respect to Preferred
         Securities held in global form, the Property Trustee will deposit
         irrevocably with the Depositary (or successor Depositary) funds
         sufficient to pay the amount payable on redemption with respect to such
         Preferred Securities and will give the Depositary irrevocable
         instructions and authority to pay the amount payable on redemption to
         the Holders of such Preferred Securities, and (B) with respect to
         Preferred Securities issued in certificated form and Common Securities,
         to the extent funds are available, the Property Trustee will
         irrevocably deposit with the Paying Agent funds sufficient to pay the
         amount payable on redemption to the Holders of such Securities and will
         give the Paying Agent irrevocable instructions and authority to pay the
         amount payable on redemption to the Holders thereof upon surrender of
         their certificates. If a redemption or distribution notice shall have
         been given and funds deposited as required, then on the date of such
         deposit, all rights of Holders of such Securities so called for
         redemption will cease, except the right of the Holders of such
         Securities to receive the Redemption Price, but without interest on
         such Redemption Price, and such Securities will cease to be
         outstanding. Neither the Administrative Trustees nor the Trust shall be
         required to register or cause


                                       I-7

<PAGE>

         to be registered the transfer of any Securities that have been so
         called for redemption. If any date fixed for redemption of Securities
         is not a Business Day, then payment of the amount payable on such date
         will be made on the next succeeding day that is a Business Day (without
         any interest or other payment in respect of any such delay) except
         that, if such Business Day falls in the next calendar year, such
         payment will be made on the immediately preceding Business Day, in
         each case with the same force and effect as if made on such date fixed
         for redemption. If payment of the Redemption Price in respect of any
         Securities is improperly withheld or refused and not paid either by the
         Trust or by the Depositor as guarantor pursuant to the relevant
         Securities Guarantee, Distributions on such Securities will continue to
         accrue at the then Applicable Rate, from the original Redemption Date
         to the date of payment, in which case the actual payment date will be
         considered the date fixed for redemption for purposes of calculating
         the amount payable upon redemption (other than for purposes of
         calculating any premium).

                           (iv) Redemption and/or distribution notices, as
         applicable, shall be sent by the Administrative Trustees on behalf of
         the Trust to (A) in the case of Preferred Securities held in book-entry
         form, the Depositary and, in the case of Preferred Securities held in
         certificated form, the Holders of such certificates and (B) in respect
         of the Common Securities, the Holder thereof.

                           (v) Subject to the foregoing and applicable law
         (including, without limitation, United States federal securities laws),
         the Depositor or any of its subsidiaries may at any time and from time
         to time purchase outstanding Preferred Securities by tender, in the
         open market or by private agreement; PROVIDED that neither the
         Depositor nor any of its Affiliates may purchase Preferred Securities
         on the Reset Date or submit orders in the Remarketing.

5.       CONVERSION RIGHTS.

         The Holders of Securities shall have the right at any time prior to
5:00 p.m., New York City time, on the Tender Notification Date and, in the event
of a Convertible Remarketing or a Failed Final Remarketing, from and after the
Reset Date to and including February 15, 2030 (except that Securities called for
redemption by the Depositor will be convertible at any time prior to 5:00 p.m.,
New York City time on any Redemption Date), at their option, to cause the
Conversion Agent to convert Securities, on behalf of the converting Holders,
into shares of Common Stock (as defined in the Indenture) in the manner
described herein on and subject to the following terms and conditions:

         (a) The Securities will be convertible at the office of the Conversion
Agent into fully paid and nonassessable shares of Common Stock pursuant to the
Holder's direction to the Conversion Agent to exchange such Securities for a
portion of the Debentures theretofore held


                                       I-8

<PAGE>

by the Trust on the basis of one Security per $50 principal amount of
Debentures, and immediately convert such amount of Debentures into fully paid
and nonassessable shares of Common Stock on or prior to the Tender Notification
Date, into 1.0076 shares of Common Stock per $50 principal amount of Debentures
(which is equivalent to a conversion price of $49.625 per share of Common Stock,
subject to certain adjustments set forth in the Indenture (as so adjusted,
"Initial Conversion Price")). On and after the Reset Date, the Securities may,
at the option of the Trust and subject to the results of the Remarketing, become
nonconvertible or convertible into a different number of shares of Common Stock.

         (b) In order to convert Securities into Common Stock the Holder shall
submit to the Conversion Agent at the office referred to above an irrevocable
request to convert Securities on behalf of such Holder (the "Conversion
Request"), together, if the Securities are in certificated form, with such
certificates. The Holder must furnish appropriate endorsements or transfer
documents, if required by the Conversion Agent, and pay any transfer or similar
tax, if required. The Trust shall not cause the conversion of any Debentures
except pursuant to such a Conversion Request. The Conversion Request shall (i)
set forth the number of Securities to be converted and the name or names, if
other than the Holder, in which the shares of Common Stock should be issued and
(ii) direct the Conversion Agent (a) to exchange such Securities for a portion
of the Debentures held by the Trust (at the rate of exchange specified in the
preceding paragraph) and (b) to immediately convert such Debentures on behalf of
such Holder, into Common Stock (at the conversion rate specified in the
preceding paragraph). The Conversion Agent shall notify the Property Trustee of
the Holder's election to exchange Securities for a portion of the Debentures
held by the Trust and the Property Trustee shall, upon receipt of such notice,
deliver to the Conversion Agent the appropriate principal amount of Debentures
for exchange in accordance with this Section 5. The Conversion Agent shall
thereupon notify the Depositor of the Holder's election to convert such
Debentures into shares of Common Stock. Holders of Securities at the close of
business on a Distribution record date will be entitled to receive the
Distribution payable on such Securities on the corresponding Distribution
payment date notwithstanding the conversion of such Securities following such
record date but prior to such distribution payment date. Except as provided
above, neither the Trust nor the Depositor will make, or be required to make,
any payment, allowance or adjustment upon any conversion on account of any
accumulated and unpaid Distributions accrued on the Securities, whether or not
in arrears, (including any Additional Amounts accrued thereon) surrendered for
conversion, or on account of any accumulated and unpaid dividends on the shares
of Common Stock issued upon such conversion, except to the extent that such
shares are held of record on the record date for any such distributions.
Securities shall be deemed to have been converted immediately prior to the close
of business on the day on which a Notice of Conversion relating to such
Securities is received by the Trust in accordance with the foregoing provision
(the "Conversion Date"). The Person or Persons entitled to receive the Common
Stock issuable upon conversion of the Debentures shall be treated for all
purposes as the record holder or holders of such Common Stock at such time. As
promptly as practicable on or after the Conversion Date, the Depositor shall
issue and deliver at the office of the Conversion Agent a certificate or
certificates for the number of full


                                      I-9

<PAGE>

shares of Common Stock issuable upon such conversion, together with the cash
payment, if any, in lieu of any fraction of any share to the Person or Persons
entitled to receive the same, unless otherwise directed by the Holder in the
Conversion Request and the Conversion Agent shall distribute such certificate or
certificates to such Person or Persons.

         (c) In effecting the conversion and transactions described in this
Section 5, the Conversion Agent shall be acting as agent of the Holders of
Securities directing it to effect such conversion transactions. The Conversion
Agent is hereby authorized (i) to exchange Securities from time to time for
Debentures held by the Trust in connection with the conversion of such
Securities in accordance with this Section 5 and (ii) to convert all or a
portion of the Debentures into Common Stock and thereupon to deliver such shares
of Common Stock in accordance with the provisions of this Section and to deliver
to the Trust a new Debenture or Debentures for any resulting unconverted
principal amount.

         (d) No fractional shares of Common Stock will be issued as a result of
conversion, but in lieu thereof, such fractional interest will be paid in cash
by the Depositor to the Trust, which in turn will make such payment to the
Holder or Holders of Securities so converted.

         (e) The Depositor shall at all times reserve and keep available out of
its authorized and unissued Common Stock, solely for issuance upon the
conversion of the Debentures, free from any preemptive or other similar rights,
such number of shares of Common Stock as shall from time to time be issuable
upon the conversion of all the Debentures then outstanding. Notwithstanding the
foregoing, the Depositor shall be entitled to deliver upon conversion of
Debentures, shares of Common Stock reacquired and held in the treasury of the
Depositor (in lieu of the issuance of authorized and unissued shares of Common
Stock), so long as any such treasury shares are free and clear of all liens,
charges, security interests or encumbrances. Any shares of Common Stock issued
upon conversion of the Debentures shall be duly authorized, validly issued and
fully paid and nonassessable. The Property Trustee shall deliver the shares of
Common Stock received upon conversion of the Debentures to the converting Holder
free and clear of all liens, charges, security interests and encumbrances,
except for United States withholding taxes. Each of the Depositor and the
Administrative Trustees on behalf of the Trust shall prepare and shall use its
best efforts to obtain and keep in force such governmental or regulatory permits
or other authorizations as may be required by law, and shall comply with all
applicable requirements as to registration or qualification of the Common Stock
(and all requirements to list the Common Stock issuable upon conversion of
Debentures that are at the time applicable), in order to enable the Depositor to
lawfully issue Common Stock to the Trust upon conversion of the Debentures and
the Trust to lawfully deliver the Common Stock to each Holder upon conversion of
the Securities.

         (f) The Depositor will pay any and all taxes that may be payable in
respect of the issue or delivery of shares of Common Stock on conversion of
Debentures and the delivery of the shares of Common Stock by the Trust upon
conversion of the Securities. The Depositor shall not, however, be required to
pay any tax which may be payable in respect of any transfer


                                      I-10

<PAGE>

involved in the issue and delivery of shares of Common Stock in a name other
than that in which the Securities so converted were registered, and no such
issue or delivery shall be made unless and until the Person requesting such
issue has paid to the Trust the amount of any such tax, or has established to
the satisfaction of the Trust that such tax has been paid.

         (g) Nothing in the preceding Paragraph (f) shall limit the requirement
of the Trust to withhold taxes pursuant to the terms of the Securities set forth
in this Annex I to the Declaration or in the Declaration itself or otherwise
require the Property Trustee or the Trust to pay any amounts on account of such
withholdings.

6.       VOTING RIGHTS - PREFERRED SECURITIES.

         (a) Except as provided under paragraphs 6(b) and 8, as otherwise
required by law, the Declaration and the Indenture, the Holders of the Preferred
Securities will have no voting rights.

         (b) In addition to the rights of the Holders of the Preferred
Securities with respect to the enforcement of payment of principal and interest
on the Debentures set forth herein, in the Declaration or in the Indenture, if
(i) a Debenture Event of Default occurs and is continuing or (ii) the Depositor
defaults under the Preferred Securities Guarantee (each of (i) and (ii) being an
"Appointment Event"), then the Holders of the Preferred Securities, acting as a
single class, will be entitled by the vote of a Majority in liquidation amount
of the Preferred Securities to appoint a Special Trustee in accordance with
Section 5.06(a)(ii)(B) of the Declaration. Any Holder of Preferred Securities
(other than the Depositor or any of its Affiliates) will be entitled to nominate
any Person to be appointed as Special Trustee. Not later than 30 days after such
right to appoint a Special Trustee arises, the Trustees will convene a meeting
for the purpose of appointing a Special Trustee. If the Trustees fail to convene
such meeting within such 30-day period, the Holders of not less than 10% in
aggregate liquidation amount of the Preferred Securities will be entitled to
convene such meeting in accordance with Section 12.02 of the Declaration. The
record date for such meeting will be the close of business on the Business Day
that is one Business Day before the day on which notice of the meeting is sent
to the Holders. The provisions of the Declaration relating to the convening and
conduct of the meetings of the Holders will apply with respect to any such
meeting.

         Any Special Trustee so appointed shall cease to be a Special Trustee if
the Appointment Event pursuant to which the Special Trustee was appointed and
all other Appointment Events cease to be continuing. A Special Trustee may be
removed without cause at any time by vote of the Holders of a Majority in
liquidation amount of the Preferred Securities at a meeting of the Holders of
the Preferred Securities in accordance with Section 5.06(ii)(B) of the
Declaration. The Holders of 10% in liquidation amount of the Preferred
Securities will be entitled to convene such a meeting in accordance with Section
12.02 of the Declaration. The record date for such meeting will be the close of
business on the Business Day which is one


                                      I-11

<PAGE>

Business Day before the day on which the notice of meeting is sent to Holders.
Notwithstanding the appointment of a Special Trustee, the Depositor shall
retain all rights under the Indenture, including the right to defer payments of
interest by extending the interest payment period on the Debentures.

         Subject to the requirements set forth in this paragraph and as long as
the Debentures are held by the Trust, the Holders of a majority in liquidation
amount of the outstanding Preferred Securities, voting separately as a class
may, and the Trustees shall not, without obtaining the prior approval of the
Holders of a Majority in aggregate liquidation amount of all Preferred
Securities (i) direct the time, method, and place of conducting any proceeding
for any remedy available to the Property Trustee under the Indenture, or
executing any trust or power conferred upon the Property Trustee with respect to
the Debentures, (ii) waive any past default and its consequences that is
waivable under Section 5.13 of the Indenture or otherwise, (iii) exercise any
right to rescind or annul a declaration that the principal of all the Debentures
shall be due and payable or (iv) consent to any amendment, modification or
termination of the Indenture or the Debentures, where such consent shall be
required, PROVIDED, HOWEVER, that, where a consent under the Indenture would
require the consent or act of the Holders of greater than a majority in
principal amount of Debentures affected thereby (a "Super Majority"), the
Property Trustee may only give such consent or take such action at the direction
of the Holders of at least the proportion in liquidation preference of the
Preferred Securities which the relevant Super Majority represents of the
aggregate principal amount of the Debentures outstanding. The Property Trustee
shall not, and none of the other Trustees shall in any event, revoke any action
previously authorized or approved by a vote of the Holders of the Preferred
Securities, except by a subsequent vote of the Holders of the Preferred
Securities. Other than with respect to directing the time, method and place of
conducting any remedy available to the Property Trustee as set forth above, the
Property Trustee shall not take any action in accordance with the directions of
the Holders of the Preferred Securities under this paragraph unless the Property
Trustee has obtained an opinion of tax counsel experienced in such matters to
the effect that, as a result of such action, the Trust will not fail to be
classified as a grantor trust for United States federal income tax purposes.

         If a Debenture 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
Preferred Securities may directly institute a proceeding, subject to the terms
of the Indenture (including the subordination provisions set forth in Article
XII thereof), for enforcement of payment to such Holder (a "Direct Action") of
the principal of or interest on the Debentures having a principal amount equal
to the aggregate liquidation amount of the Preferred Securities of such Holder
on or after the respective due date specified in the Debentures. In connection
with such Direct Action, the Holders of the Common Securities will be subrogated
to the rights of such Holder of Preferred Securities to the extent of any
payment made by the Depositor to such Holder of Preferred Securities in such
Direct Action. In addition, if the Property Trustee fails to enforce its rights
under the


                                      I-12

<PAGE>

Debentures (other than rights arising from an Event of Default described in the
immediately preceding sentence) after any Holder of Preferred Securities shall
have made a written request to the Property Trustee to enforce such rights, such
Holder of Preferred Securities may, to the fullest extent permitted by law,
institute a Direct Action to enforce the rights of the Property Trustee or any
other Person. Except as provided in this paragraph, the Holders of Preferred
Securities will not be able to exercise directly any other remedy available to
the holders of the Debentures.

         Any approval or direction of Holders of Preferred Securities may be
given at a separate meeting of Holders of Preferred Securities convened for such
purpose, at a meeting of all of the Holders of Securities in the Trust or
pursuant to written consent without prior notice. The Administrative Trustees
will cause a notice of any meeting at which Holders of Preferred Securities are
entitled to vote, or of any matter upon which action by written consent of such
Holders is to be taken, to be mailed to each Holder of record of Preferred
Securities. Each such notice will include a statement setting forth the
following information (i) the date of such meeting or the date by which such
action is to be taken, (ii) a description of any resolution proposed for
adoption at such meeting on which such Holders are entitled to vote or of such
matter upon which written consent is sought and (iii) instructions for the
delivery of proxies or consents.

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

         Notwithstanding that Holders of Preferred Securities are entitled to
vote or consent under any of the circumstances described above, any of the
Preferred Securities that are owned by the Depositor, the Trustees or any
Affiliate of the Depositor or the Trustees shall not be entitled to vote or
consent and shall, for purposes of such vote or consent, be treated as if they
were not outstanding, except that for the purposes of determining whether the
Property Trustee shall be fully protected in relying on any such direction,
waiver or consent, only Securities which the Property Trustee knows are so owned
shall be so disregarded.

7.       VOTING RIGHTS - COMMON SECURITIES.

         (a) Except as provided under paragraphs 7(b), (c) and 8, in the
Business Trust Act and as otherwise required by law and the Declaration, the
Holders of the Common Securities will have no voting rights.

         (b) The Holders of the Common Securities are entitled, in accordance
with Article V of the Declaration, to vote to appoint, remove or replace any
Trustee, subject to the exclusive right of the Holders of the Preferred
Securities to appoint, remove or replace a Special Trustee and unless a
Debenture Event of Default shall have occurred and be continuing, in which
event the Property Trustee and the Delaware Trustee may only be removed by


                                      I-13

<PAGE>

the Holders of a Majority in liquidation amount of the Preferred Securities,
voting as a class at a meeting of the Holders of the Preferred Securities; and

         (c) Subject to Section 2.06 of the Declaration and only after the Event
of Default with respect to the Preferred 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
Property Trustee, or exercising any trust or power conferred upon the Property
Trustee under the Declaration, including (i) directing the time, method, place
of conducting any proceeding for any remedy available to the Debenture Trustee
or exercising any trust or power conferred on the Debenture Trustee with respect
to the Debentures, (ii) waive any past default and its consequences that is
waivable under Section 5.13 of the Indenture, or (iii) exercise any right to
rescind or annul a declaration that the principal of all the Debentures shall be
due and payable, PROVIDED that, where a consent or action under the Indenture
would require the consent or act of the Holders of greater than a majority in
principal amount of Debentures affected thereby (a "Super Majority"), the
Property Trustee may only give such consent or take such action at the direction
of the Holders of at least the proportion in liquidation amount of the Common
Securities which the relevant Super Majority represents of the aggregate
principal amount of the Debentures outstanding. Pursuant to this paragraph 7(c),
the Property Trustee shall not revoke any action previously authorized or
approved by a vote of the Holders of the Preferred Securities, except by a
subsequent vote of the Holders of the Preferred Securities. Other than with
respect to directing the time, method and place of conducting any remedy
available to the Property Trustee or the Debenture Trustee as set forth above,
the Property Trustee shall not take any action in accordance with the directions
of the Holders of the Common Securities under this paragraph unless the Property
Trustee has obtained an opinion of tax counsel to the effect that, as a result
of such action the Trust will not fail to be classified as a grantor trust for
United States federal income tax purposes. If the Property Trustee fails to
enforce its rights, as holder of the Debentures, under the Indenture, any Holder
of Common Securities may, after a period of 30 days has elapsed from such
Holder's written request to the Property Trustee to enforce such rights and to
the fullest extent permitted by law, institute a legal proceeding directly
against the Depositor, to enforce the Property Trustee's rights, as holder of
the Debentures, under the Indenture, without first instituting any legal
proceeding against the Property Trustee or any other Person.

         Any approval or direction of Holders of Common Securities may be given
at a separate meeting of Holders of Common Securities convened for such purpose,
at a meeting of all of the Holders of Securities in the Trust or pursuant to
written consent without prior notice. The Administrative Trustees will cause a
notice of any meeting at which Holders of Common Securities are entitled to vote
to be mailed to each Holder of record of Common Securities. Each such notice
will include a statement setting forth (i) the date of such meeting, (ii) a
description of any resolution proposed for adoption at such meeting on which
such Holders are entitled to vote and (iii) instructions for the delivery of
proxies.


                                      I-14

<PAGE>

         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.

8.       AMENDMENTS TO DECLARATION AND INDENTURE.

         (a) In addition to any requirements under Section 12.01 of the
Declaration, if any proposed amendment to the Declaration provides for, or the
Administrative Trustees other wise propose to effect, (i) any action that would
adversely affect the powers, preferences or rights of the Securities, whether by
way of amendment to the Declaration or otherwise, or (ii) the dissolution,
winding-up or termination of the Trust, other than as described in Section 8.01
of the Declaration, then the Holders of outstanding Securities will be entitled
to vote on such amendment or proposal (but not on any other amendment or
proposal) and such amendment or proposal shall not be effective except with the
approval of the Holders of at least a Majority in liquidation amount of the
Securities, voting together as a single class, PROVIDED, HOWEVER, that, the
rights of Holders of Preferred Securities under Article V of the Declaration to
appoint, remove or replace a Special Trustee shall not be amended without the
consent of each Holder of Preferred Securities; and PROVIDED FURTHER that if any
amendment or proposal referred to in clause (i) above would adversely affect
only the Preferred Securities or only the Common Securities, then only the
affected class will be entitled to vote on such amendment or proposal and such
amendment or proposal shall not be effective except with the approval of at
least a Majority in liquidation amount of such class of Securities.

         (b) In the event the consent of the Property Trustee as the holder of
the Debentures is required under the Indenture with respect to any amendment,
modification or termination of the Indenture or the Debentures, the Property
Trustee shall request the 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 at least
the same proportion in aggregate stated liquidation preference of the
Securities; PROVIDED, HOWEVER, that the Property Trustee shall not take any
action in accordance with the directions of the Holders of the Securities under
this paragraph 8(b) unless the Property Trustee has obtained an opinion of tax
counsel to the effect that for the purposes of United States federal income tax
the Trust will not be classified as other than a grantor trust on account of
such action.

9.       PRO RATA.

         A reference in these terms of the Securities to any payment,
Distribution or treatment as being "Pro Rata" shall mean pro rata to each Holder
of Securities according to the aggregate liquidation amount of the Securities
held by the relevant Holder in relation to the aggregate liquidation amount of
all Securities outstanding unless, on any Distribution Date or Redemption Date
an Event of Default under the Declaration has occurred and is continuing, in
which case no payment of any Distribution on, or amount payable upon redemption
of, any Common Security, and no other payment on account of the redemption,
liquidation or other


                                      I-15

<PAGE>

acquisition of Common Securities, shall be made unless payment in full in cash
of all accumulated and unpaid Distributions on all outstanding Preferred
Securities for all Distribution periods terminating on or prior thereto, or in
the case of payment of the amount payable upon redemption of the Preferred
Securities, the full amount of such amount in respect of all outstanding
Preferred Securities then called for redemption shall have been made or provided
for, and all funds available to the Property Trustee shall first be applied to
the payment in full in cash of all Distributions on, or the amount payable upon
redemption of Preferred Securities then due and payable.

10.      RANKING.

         The Preferred Securities rank PARI PASSU and payment thereon shall be
made Pro Rata with the Common Securities except that, where a Debenture Event of
Default occurs and is continuing in respect of the Debentures held by the
Property Trustee, the rights of Holders of the Common Securities to payment in
respect of Distributions and payments upon liquidation, redemption and otherwise
are subordinated to the rights to payment of the Holders of the Preferred
Securities.

11.      ACCEPTANCE OF SECURITIES GUARANTEE AND INDENTURE.

         Each Holder of Preferred Securities and Common Securities, by the
acceptance thereof, agrees to the provisions of the Preferred Securities
Guarantee and the Common Securities Guarantee, respectively, including the
subordination provisions therein, and to the provisions of the Indenture
including the subordination provisions therein, which are each incorporated by
reference herein and which include, among other things, provisions relating to
certain rights of the Holders of the Preferred Securities all as set forth
therein.

12.      NO PREEMPTIVE RIGHTS.

         The Holders of the Securities shall have no preemptive or similar
rights to subscribe for any additional securities.

13.      MISCELLANEOUS.

         These terms constitute a part of the Declaration.

         The Depositor will provide a copy of the Declaration, the Preferred
Securities Guarantee or the Common Securities Guarantee, as may be appropriate,
and the Indenture to a Holder without charge on written request to the Depositor
at its principal place of business.


                                      I-16

<PAGE>

                                                                     EXHIBIT A-1


                                     FORM OF

                               PREFERRED SECURITY

                           [FORM OF FACE OF SECURITY]


                  [Include the following Restricted Securities Legend on all
Restricted Preferred Securities, including Global Preferred Securities, unless
otherwise determined by the Depositor in accordance with applicable law -- THIS
SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES
ACT"), AND THIS SECURITY AND ANY CONVERTIBLE SENIOR SUBORDINATED DEBENTURES
ISSUED UPON EXCHANGE FOR THIS SECURITY AND ANY COMMON STOCK ISSUABLE UPON
CONVERSION THEREOF MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN
THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY
MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.


                  THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE
TRUST AND THE DEPOSITOR THAT (A) THIS SECURITY AND ANY CONVERTIBLE SENIOR
SUBORDINATED DEBENTURES ISSUABLE UPON EXCHANGE THEREFOR AND COMMON STOCK
ISSUABLE UPON CONVERSION THEREOF MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED, ONLY (i) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A
"QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (ii) PURSUANT TO
AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE) OR (iii) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (i) THROUGH (iii) IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION, AND (B) THE HOLDER WILL, AND
EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY
FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.]

                                      A-1-1

<PAGE>

                  [Include if Preferred Security is in global form and The
Depository Trust Company is the Depositary -- UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW
YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE TRUST OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]

                  [Include if Preferred Security is in global form -- TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART,
TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND
TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE
IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE DECLARATION REFERRED TO
BELOW.]


                                      A-1-2

<PAGE>

Certificate Number
                                                  Number of Preferred Securities
                                                   Aggregate Liquidation Value $

                                                   CUSIP NO.
                                                             ----------

                              Preferred Securities
                                       of
                               Titan Capital Trust

     Remarketable Term Income Deferrable Equity Securities (HIGH TIDES)-SM-*
                     (liquidation amount $50 per HIGH TIDE)


                  Titan Capital Trust, a statutory business trust created under
the laws of the State of Delaware (the "Trust"), hereby certifies that
______________________ (the "Holder") is the registered owner of preferred
securities of the Trust representing undivided beneficial interests in the
assets of the Trust designated the Remarketable Term Income Deferrable Equity
Securities (HIGH TIDES)-SM-*(liquidation amount $50 per HIGH TIDE) (the
"Preferred Securities"). Subject to the restrictions set forth in the
Declaration (as defined below), the Preferred Securities are transferable on the
books and records of the Trust, in person or by a duly authorized attorney, upon
surrender of this certificate duly endorsed and in proper form for transfer. The
designation, rights, privileges, restrictions, preferences and other terms and
provisions of the Preferred Securities represented hereby are issued and shall
in all respects be subject to the provisions of the Amended and Restated
Declaration of Trust of the Trust, dated as of February 9, 2000, as the same may
be amended from time to time (the "Declaration"), including the designation of
the terms of the Preferred Securities as set forth in Annex I to the
Declaration. Capitalized terms used herein but not defined shall have the
meaning given them in the Declaration. The Holder is entitled to the benefits of
the Preferred Securities Guarantee to the extent provided therein. The Depositor
will provide a copy of the Declaration, the Preferred Securities Guarantee and
the Indenture to a Holder without charge upon written request to the Trust at
its principal place of business.

                  Reference is hereby made to select provisions of the Preferred
Securities set forth on the reverse hereof, which select provisions shall for
all purposes have the same effect as if set forth at this place.

---------------------
         *     The terms Remarketable Term Income Deferrable Equity Securities
               (HIGH TIDES)-SM- and HIGH TIDES-SM- are registered servicemarks
               of Credit Suisse First Boston Corporation.


                                      A-1-3

<PAGE>

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

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

                  Unless the Property Trustee's Certificate of Authentication
hereon has been properly executed, these Preferred Securities shall not be
entitled to any benefit under the Declaration or be valid or obligatory for any
purpose.


                                      A-1-4

<PAGE>

                  IN WITNESS WHEREOF, the Trust has executed this certificate
this ___ day of February, 2000.

                               Titan Capital Trust


                               By:
                                    ------------------------
                                    Name:
                                    Title:  Administrative Trustee




                            [CONTINUED ON NEXT PAGE]


                                      A-1-5

<PAGE>

         PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

         Dated:  February 9, 2000


Wilmington Trust Company,
as Property Trustee


By:
    -----------------------
    Authorized Signatory


                                      A-1-6

<PAGE>

                          [FORM OF REVERSE OF SECURITY]

                  Distributions payable on each Preferred Security will accrue
at the Applicable Rate applied to the stated liquidation amount of $50 per
Preferred Security, such rate being the rate of interest payable on the
Debentures to be held by the Property Trustee. The Applicable Rate will be 5.75%
per annum (the "Initial Rate") from the date of original issuance of the
Securities to but excluding the Reset Date, and the Term Rate from the Reset
Date and thereafter. The Term Rate will be the rate established by the
Remarketing Agent to be effective on the Reset Date. Distributions in arrears
for more than one quarter will bear interest thereon compounded quarterly at the
Applicable Rate (to the extent permitted by applicable law). The Applicable Rate
shall be subject to adjustment in the event of a Registration Default, as
described in the Indenture. The term "Distributions" as used herein includes
quarterly distributions, additional distributions on quarterly distributions not
paid on the applicable Distribution Date and Additional Amounts, as applicable.
A Distribution is payable only to the extent that payments are made in respect
of the Debentures held by the Property Trustee and to the extent the Property
Trustee has funds available therefor. The amount of Distributions payable for
any period will be computed for any full quarterly Distribution period on the
basis of a 360-day year of twelve 30-day months, and for any period shorter than
a full quarterly Distribution period for which Distributions are computed,
Distributions will be computed on the basis of the actual number of days elapsed
per 30-day month.

                  Except as otherwise described below, Distributions on the
Preferred Securities will be cumulative, will accrue from the date of their
original issuance and will be payable quarterly in arrears on February 15, May
15, August 15 and November 15 of each year (except as provided below),
commencing on May 15, 2000, to Holders of record at the close of business on the
1st day of the month immediately preceding the applicable payment date, which
payment dates shall correspond to the interest payment dates on the Debentures.
The Reset Date is any date (1) not later than February 15, 2005 (or, if such day
is not a Business Day, the next succeeding Business Day), and (2) not earlier
than 70 Business Days prior to February 15, 2005, as may be determined by the
Remarketing Agent, in its sole discretion. The 1st day of the month immediately
preceding each Distribution Date is the record date for determining which
holders of Preferred Securities shall be paid the Distributions and Additional
Amounts, if any, payable on such Distribution Date. If the Reset Date is prior
to the record date for the immediately following Distribution Date, then
Distributions and Additional Amounts, if any, accrued from and after the Reset
Date to but excluding the immediately following Distribution Date shall be paid
on such Distribution Date to the person in whose name each Preferred Security is
registered on the relevant record date, subject to the Depositor's right to
initiate a Deferral Period (as defined below). If the Reset Date is on or after
the record date for the immediately following Distribution Date, then (1)
Distributions and Additional Amounts, if any, accrued from and after the record
date to but excluding the Reset Date shall be paid on the immediately following
Distribution Date to the person in whose name each Preferred Security is
registered on the relevant record date and (2) Distributions


                                      A-1-7

<PAGE>

and Additional Amounts, if any, accrued from and after the Reset Date to but
excluding the immediately following Distribution Date shall be paid on the
second Distribution Date immediately following the Reset Date to the person in
whose name each Preferred Security is registered on the relevant record date for
such second Distribution Date, subject in each case to the Depositor's right to
initiate a Deferral Period. So long as no Debenture Event of Default has
occurred and is continuing, the Depositor has the right under the Indenture to
defer payments of interest by extending the interest payment period from time to
time on the Debentures for a period not exceeding 20 consecutive quarters (each
a "Deferral Period") and, as a consequence of such deferral, Distributions will
also be deferred. Despite such deferral, quarterly Distributions will continue
to accrue with interest thereon (to the extent permitted by applicable law) at
the Applicable Rate compounded quarterly during any such Deferral Period. Prior
to three Business Days before a Regular Record Date fixed for a Payment
Resumption Date, the Depositor may further extend such Deferral Period; PROVIDED
that such Deferral Period together with all such previous and further deferrals
thereof may not exceed 20 consecutive quarters or extend beyond (i) the maturity
(whether at the stated maturity or by declaration of acceleration, call for
redemption or otherwise) of the Debentures under the Indenture and (ii) in the
case of a Deferral Period which begins prior to the Reset Date, the Reset Date.
Payments of accrued Distributions will be payable to Holders by the Depositor as
they appear on the books and records of the Trust on the Regular Record Date for
the relevant Payment Resumption Date. Upon the termination of any Deferral
Period and the payment of all amounts then due, the Depositor may commence a new
Deferral Period, subject to the above requirements.

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

                  The Preferred Securities shall be convertible into shares of
Common Stock, through (i) the exchange of Preferred Securities for a portion of
the Debentures and (ii) the immediate conversion of such Debentures into Common
Stock, in the manner and according to the terms set forth in the Declaration.


                                      A-1-8

<PAGE>

                               CONVERSION REQUEST


To:      Wilmington Trust Company,
          as Property Trustee of
          Titan Capital Trust


                  The undersigned owner of these Preferred Securities hereby
irrevocably exercises the option to convert these Preferred Securities, or the
portion below designated, into Common Stock (as such term is defined in the
Indenture, dated February 9, 2000, between The Titan Corporation and Wilmington
Trust Company, as Debenture Trustee) of The Titan Corporation in accordance with
the terms of the Amended and Restated Declaration of Trust (as amended from time
to time, the "Declaration"), dated as of February 9, 2000, by Deanna Hom
Petersen and Ray Guillaume, as Administrative Trustees, Wilmington Trust
Company, as Delaware Trustee, Wilmington Trust Company, as Property Trustee, The
Titan Corporation, as Depositor, and by the Holders, from time to time, of
undivided beneficial interests in the assets of the Trust to be issued pursuant
to the Declaration. Pursuant to the aforementioned exercise of the option to
convert these Preferred Securities, the undersigned hereby directs the
Conversion Agent (as that term is defined in the Declaration) to (i) exchange
such Preferred Securities for a portion of the Debentures (as that term is
defined in the Declaration) held by the Trust (at the rate of exchange specified
in the terms of the Securities set forth as Annex I to the Declaration) and (ii)
immediately convert such Debentures on behalf of the undersigned, into Common
Stock (at the conversion rate specified in the terms of the Securities set forth
as Annex I to the Declaration).

                  The undersigned does also hereby direct the Conversion Agent
that the shares issuable and deliverable upon conversion, together with any
check in payment for fractional shares, be issued in the name of and delivered
to the undersigned, unless a different name has been indicated in the assignment
below. If shares are to be issued in the name of a person other than the
undersigned, the undersigned will pay all transfer taxes payable with respect
thereto.

                  Any holder, upon the exercise of its conversion rights in
accordance with the terms of the Declaration and the Preferred Securities,
agrees to be bound by the terms of the Registration Rights Agreement relating to
the Common Stock issuable upon conversion of the Preferred Securities and agrees
to appoint the Conversion Agent for the purpose of effecting the conversion of
the Preferred Securities into shares of Common Stock.


                                      A-1-9

<PAGE>

Date:             ,
      ------------  ----
                                    in whole    in part
                                             ---        --

                                    Number of Preferred Securities to be
                                    converted:

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

                                    If a name or names other than the
                                    undersigned, please indicate in the spaces
                                    below the name or names in which the shares
                                    of Common Stock are to be issued, along with
                                    the address or addresses of such person or
                                    persons

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


                                    --------------------------------------------
                                    Signature (for conversion only)

                                    Please Print or Typewrite Name and Address,
                                    Including Zip Code, and Social Security or
                                    Other Identifying Number

                                    --------------------------------------------
                                    --------------------------------------------
                                    --------------------------------------------
                                    Signature Guarantee:**
                                                          ----------------------

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

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


                                     A-1-10

<PAGE>

                                   ASSIGNMENT

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

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
        (Insert assignee's social security or tax identification number)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                    (Insert address and zip code of assignee)

and irrevocably appoints

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

agent to transfer this Preferred Security Certificate on the books of the Trust.
The agent may substitute another to act for him or her.

Date:
      -----------------------

Signature:
           ------------------

(Sign exactly as your name appears on the other side of this Preferred Security
Certificate)
Signature Guarantee:***


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


                                     A-1-11

<PAGE>

CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF RESTRICTED
PREFERRED SECURITIES

This certificate relates to _____________ Preferred Securities held in (check
applicable space) ____ book-entry or ____ definitive form by the undersigned.

(A) The undersigned (check one box below):

         (1)      / /               has requested the Property Trustee
                                    by written order to deliver in
                                    exchange for its beneficial interest
                                    in the Global Preferred
                                    Security held by the Depositary a
                                    Preferred Security or Preferred
                                    Securities in definitive,
                                    registered form in such number
                                    equal to its beneficial interest in
                                    such Global Preferred Security
                                    (or the number thereof indicated
                                    above); or

         (2)      / /               has requested the Property Trustee
                                    by written order to exchange
                                    its Preferred Security in definitive
                                    registered form for an interest
                                    in the Global Preferred Security
                                    held by the Depositary in such
                                    number equal to number of Preferred
                                    Securities in definitive
                                    registered form so held; or

         (3)      / /               has requested the Property Trustee
                                    by written order to exchange
                                    or register the transfer of a
                                    Preferred Security or Preferred Securities.

(B)      The undersigned confirms that such Securities are being (check one box
         below):

         (1)      / /               acquired for the undersigned's own
                                    account, without transfer
                                    (in satisfaction of Section
                                    9.02(d)(ii)(A) of the Declaration); or

         (2)      / /               transferred pursuant to and in compliance
                                    with Rule 144A under the Securities Act of
                                    1933; or

         (3)      / /               transferred pursuant to and in
                                    compliance with Regulation S
                                    under the Securities Act of 1933; or

         (4)      / /               transferred pursuant to another
                                    available exemption from the
                                    registration requirements of the
                                    Securities Act of 1933; or

         (5)      / /               transferred pursuant to an effective
                                    registration statement under
                                    the Securities Act.


Unless one of the boxes in (B) above is checked, the Property Trustee will
refuse to register any of the Preferred Securities evidenced by this certificate
in the name of any person other


                                     A-1-12

<PAGE>

than the registered Holder thereof; provided, however, that if box (3) or (4) is
checked, the Property Trustee may require, prior to registering any such
transfer of the Preferred Securities such legal opinions, certifications and
other information as the Trust has reasonably requested to confirm that such
transfer is being made pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act of 1933, such as
the exemption provided by Rule 144 under such Act.


                                       -----------------------------------------
                                       Signature

                                       Signature Guarantee:****


                                       -----------------------------------------
                                       Signature must be guaranteed Signature


                                       -----------------------------------------
                                       Signature


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

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


                                     A-1-13

<PAGE>

              TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED.

The undersigned represents and warrants that it is purchasing these Preferred
Securities for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, and is aware that the sale to it is being made in reliance on Rule 144A
and acknowledges that it has received such information regarding the Trust as
the undersigned has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the transferor is relying
upon the undersigned's foregoing representations in order to claim the exemption
from registration provided by Rule 144A.

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

NOTICE: To be executed by an executive  officer


                                     A-1-14

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

To:      Wilmington Trust Company,
          as Property Trustee of
          Titan Capital Trust


                  The undersigned owner of these Securities hereby elects to
have all or any part of these Securities purchased by the Trust pursuant to
Article XV of the Amended and Restated Declaration of Trust (as amended from
time to time, the "Declaration"), dated as of February 9, 2000, by Deanna Hom
Petersen and Ray Guillaume, as Administrative Trustees, Wilmington Trust
Company, as Delaware Trustee, Wilmington Trust Company, as Property Trustee, The
Titan Corporation, as Depositor, and by the Holders, from time to time, of
undivided beneficial interests in the assets of the Trust to be issued pursuant
to the Declaration. Pursuant to Article XV of the Declaration, the undersigned
owner of these Securities hereby states the amount he or she elects to have
purchased:


$
 -------------------

Date:
      --------------

Signature:
           ------------------

(Sign exactly as your name appears on the other side of this Preferred Security
Certificate)
Signature Guarantee:*****




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


                                     A-1-15

<PAGE>

                                                                     EXHIBIT A-2

                                     FORM OF
                                 COMMON SECURITY

                           [FORM OF FACE OF SECURITY]

         [THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933 AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN EFFECTIVE
REGISTRATION STATEMENT.]

         [OTHER THAN AS PROVIDED IN THE DECLARATION (AS DEFINED HEREIN), THIS
SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO A
RELATED PARTY (AS DEFINED IN THE DECLARATION) OF THE TITAN CORPORATION]

Certificate Number                                   Number of Common Securities

                                Common Securities
                                       of
                               Titan Capital Trust

                          HIGH TIDES Common Securities
             (liquidation amount $50 per HIGH TIDES Common Security)

                  Titan Capital Trust, a statutory business trust created under
the laws of the State of Delaware (the "Trust"), hereby certifies that
____________________________________________ (the "Holder") is the registered
owner of common securities of the Trust representing undivided beneficial
interests in the assets of the Trust designated the HIGH TIDES Common Securities
(liquidation amount $50 per Remarketable Common Security) (the "Common
Securities"). Subject to the restrictions set forth in the Declaration (as
defined below), the Common Securities are transferable on the books and records
of the Trust, in person or by a duly authorized attorney, upon surrender of this
certificate duly endorsed and in proper form for transfer. The designation,
rights, privileges, restrictions, preferences and other terms and provisions of
the Common Securities represented hereby are issued and shall in all respects be
subject to the provisions of the Amended and Restated Declaration of Trust of
the Trust, dated as of February 9, 2000, as the same may be amended from time to
time (the "Declaration"), including the designation of the terms of the Common
Securities as set forth in Annex I to the Declaration. Capitalized terms used
herein but not defined shall have the meaning given them in the Declaration. The
Holder is entitled to the benefits of the Common Securities Guarantee to the
extent provided therein. The Depositor will provide a copy of the Declaration,
the


                                      A-2-1

<PAGE>

Common Securities Guarantee and the Indenture to a Holder without charge upon
written request to the Trust at its principal place of business.

                  Reference is hereby made to select provisions of the Common
Securities set forth on the reverse hereof, which select provisions shall for
all purposes have the same effect as if set forth at this place.

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

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


                                      A-2-2

<PAGE>

                  IN WITNESS WHEREOF, the Trust has executed this certificate
this ____ day of February, 2000.

                               Titan Capital Trust


                               By:
                                    ----------------------------
                                    Name:
                                    Title:  Administrative Trustee


                                      A-2-3

<PAGE>

                          [FORM OF REVERSE OF SECURITY]

                  Distributions payable on each Common Security will accrue
at the Applicable Rate applied to the stated liquidation amount of $50 per
Common Security, such rate being the rate of interest payable on the
Debentures to be held by the Property Trustee. The Applicable Rate will be
5.75% per annum (the "Initial Rate") from the date of original issuance of
the Securities to but excluding the Reset Date, and the Term Rate from the
Reset Date and thereafter. The Term Rate will be the rate established by the
Remarketing Agent to be effective on the Reset Date. Distributions in arrears
for more than one quarter will bear interest thereon compounded quarterly at
the Applicable Rate (to the extent permitted by applicable law). The
Applicable Rate shall be subject to adjustment in the event of a Registration
Default, as described in the Indenture. The term "Distributions" as used
herein includes quarterly distributions, additional distributions on
quarterly distributions not paid on the applicable Distribution Date and
Additional Amounts, as applicable. A Distribution is payable only to the
extent that payments are made in respect of the Debentures held by the
Property Trustee and to the extent the Property Trustee has funds available
therefor. The amount of Distributions payable for any period will be computed
for any full quarterly Distribution period on the basis of a 360-day year of
twelve 30-day months, and for any period shorter than a full quarterly
Distribution period for which Distributions are computed, Distributions will
be computed on the basis of the actual number of days elapsed per 30-day
month.

                  Except as otherwise described below, Distributions on the
Common Securities will be cumulative, will accrue from the date of their
original issuance and will be payable quarterly in arrears on February 15, May
15, August 15 and November 15 of each year (except as provided below),
commencing on May 15, 2000, to Holders of record at the close of business on the
1st day of the month immediately preceding the applicable payment date, which
payment dates shall correspond to the interest payment dates on the Debentures.
The Reset Date is any date (1) not later than February 15, 2005 (or, if such day
is not a Business Day, the next succeeding Business Day), and (2) not earlier
than 70 Business Days prior to February 15, 2005, as may be determined by the
Remarketing Agent, in its sole discretion. The 1st day of the month immediately
preceding each Distribution Date is the record date for determining which
holders of Common Securities shall be paid the Distributions and Additional
Amounts, if any, payable on such Distribution Date. If the Reset Date is prior
to the record date for the immediately following Distribution Date, then
Distributions and Additional Amounts, if any, accrued from and after the Reset
Date to but excluding the immediately following Distribution Date shall be paid
on such Distribution Date to the person in whose name each Common Security is
registered on the relevant record date, subject to the Depositor's right to
initiate a Deferral Period (as defined below). If the Reset Date is on or after
the record date for the immediately following Distribution Date, then (1)
Distributions and Additional Amounts, if any, accrued from and after the record
date to but excluding the Reset Date shall be paid on the immediately following
Distribution Date to the person in whose name each Common Security is registered
on the relevant record date and (2) Distributions


                                      A-2-4

<PAGE>

and Additional Amounts, if any, accrued from and after the Reset Date to but
excluding the immediately following Distribution Date shall be paid on the
second Distribution Date immediately following the Reset Date to the person in
whose name each Common Security is registered on the relevant record date for
such second Distribution Date, subject in each case to the Depositor's right to
initiate a Deferral Period. So long as no Debenture Event of Default has
occurred and is continuing, the Depositor has the right under the Indenture to
defer payments of interest by extending the interest payment period from time to
time on the Debentures for a period not exceeding 20 consecutive quarters (each
a "Deferral Period") and, as a consequence of such deferral, Distributions will
also be deferred. Despite such deferral, quarterly Distributions will continue
to accrue with interest thereon (to the extent permitted by applicable law) at
the Applicable Rate compounded quarterly during any such Deferral Period. Prior
to three Business Days before a Regular Record Date fixed for a Payment
Resumption Date, the Depositor may further extend such Deferral Period; PROVIDED
that such Deferral Period together with all such previous and further deferrals
thereof may not exceed 20 consecutive quarters or extend beyond (i) the maturity
(whether at the stated maturity or by declaration of acceleration, call for
redemption or otherwise) of the Debentures under the Indenture and (ii) in the
case of a Deferral Period which begins prior to the Reset Date, the Reset Date.
Payments of accrued Distributions will be payable to Holders by the Depositor as
they appear on the books and records of the Trust on the Regular Record Date for
the relevant Payment Resumption Date. Upon the termination of any Deferral
Period and the payment of all amounts then due, the Depositor may commence a new
Deferral Period, subject to the above requirements.

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

                  The Common Securities shall be convertible into shares of
Common Stock, through (i) the exchange of Common Securities for a portion of the
Debentures and (ii) the immediate conversion of such Debentures into Common
Stock, in the manner and according to the terms set forth in the Declaration.


                                      A-2-5

<PAGE>

                               CONVERSION REQUEST


To:      Wilmington Trust Company,
          as Property Trustee of
          Titan Capital Trust


                  The undersigned owner of these Common Securities hereby
irrevocably exercises the option to convert these Common Securities,
or the portion below designated, into Common Stock (as such term is defined in
the Indenture, dated February 9, 2000, between The Titan Corporation and
Wilmington Trust Company, as Debenture Trustee) of The Titan Corporation in
accordance with the terms of the Amended and Restated Declaration of Trust (as
amended from time to time, the "Declaration"), dated as of February 9, 2000, by
Deanna Hom Petersen and Ray Guillaume, as Administrative Trustees, Wilmington
Trust Company, as Delaware Trustee, Wilmington Trust Company, as Property
Trustee, The Titan Corporation, as Depositor, and by the Holders, from time to
time, of undivided beneficial interests in the assets of the Trust to be issued
pursuant to the Declaration. Pursuant to the aforementioned exercise of the
option to convert these Common Securities, the undersigned hereby directs the
Conversion Agent (as that term is defined in the Declaration) to (i) exchange
such Common Securities for a portion of the Debentures (as that term is defined
in the Declaration) held by the Trust (at the rate of exchange specified in the
terms of the Securities set forth as Annex I to the Declaration) and (ii)
immediately convert such Debentures on behalf of the undersigned, into Common
Stock (at the conversion rate specified in the terms of the Securities set forth
as Annex I to the Declaration).

                  The undersigned does also hereby direct the Conversion Agent
that the shares issuable and deliverable upon conversion, together with any
check in payment for fractional shares, be issued in the name of and delivered
to the undersigned, unless a different name has been indicated in the assignment
below. If shares are to be issued in the name of a person other than the
undersigned, the undersigned will pay all transfer taxes payable with respect
thereto.

                  Any holder, upon the exercise of its conversion rights in
accordance with the terms of the Declaration and the Common Securities, agrees
to be bound by the terms of the Registration Rights Agreement relating to the
Common Stock issuable upon conversion of the Common Securities and agrees to
appoint the Conversion Agent for the purpose of effecting the conversion of the
Common Securities into shares of Common Stock.


                                      A-2-6

<PAGE>

Date:             ,
      ------------  ----

                                    in whole            in part
                                             ----              --

                                    Number of Common Securities to be converted:

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


                                    If a name or names other than the
                                    undersigned, please indicate in the spaces
                                    below the name or names in which the shares
                                    of Common Stock are to be issued, along with
                                    the address or addresses of such person or
                                    persons

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


                                    --------------------------------------------
                                    Signature (for conversion only)

                                    Please Print or Typewrite Name and Address,
                                    Including Zip Code, and Social Security or
                                    Other Identifying Number

                                    --------------------------------------------
                                    --------------------------------------------
                                    --------------------------------------------
                                    Signature Guarantee:******
                                                               -----------------

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


                                      A-2-7

<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_______________________________________________________
_______________________________________________________________________________
____________________________________ 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*******:
                           -----------------------------------------------------


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


                                      A-2-8

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

To:      Wilmington Trust Company,
          as Property Trustee of
          Titan Capital Trust


                  The undersigned owner of these Securities hereby elects to
have all or any part of these Securities purchased by the Trust pursuant to
Article XV of the Amended and Restated Declaration of Trust (as amended from
time to time, the "Declaration"), dated as of February 9, 2000, by Deanna Hom
Petersen and Ray Guillaume, as Administrative Trustees, Wilmington Trust
Company, as Delaware Trustee, Wilmington Trust Company, as Property Trustee, The
Titan Corporation, as Depositor, and by the Holders, from time to time, of
undivided beneficial interests in the assets of the Trust to be issued pursuant
to the Declaration. Pursuant to Article XV of the Declaration, the undersigned
owner of these Securities hereby states the amount he or she elects to have
purchased:


$
 -------------------

Date:
      --------------

Signature:
           ------------------

(Sign exactly as your name appears on the other side of this Preferred Security
Certificate)
Signature Guarantee:********


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


                                      A-2-9

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>             <C>                                                                 <C>
                                    ARTICLE I        INTERPRETATION AND DEFINITIONS


Section 1.01    Definitions..........................................................2

                                   ARTICLE II
                               TRUST INDENTURE ACT

Section 2.01    Trust Indenture Act; Application....................................12
Section 2.02    Lists of Holders of Securities......................................12
Section 2.03    Reports by the Property Trustee.....................................13
Section 2.04    Periodic Reports to Property Trustee................................13
Section 2.05    Evidence of Compliance with Conditions Precedent....................13
Section 2.06    Events of Default; Waiver...........................................13
Section 2.07    Event of Default; Notice............................................15

                                   ARTICLE III       ORGANIZATION

Section 3.01    Name................................................................16
Section 3.02    Office..............................................................16
Section 3.03    Purpose.............................................................16
Section 3.04    Authority...........................................................16
Section 3.05    Title to Property of the Trust......................................17
Section 3.06    Powers and Duties of the Administrative Trustees....................17
Section 3.07    Prohibition of Actions by the Trust and the Trustees................21
Section 3.08    Powers and Duties of the Property Trustee...........................21
Section 3.09    Certain Duties and Responsibilities of the Property Trustee.........24
Section 3.10    Certain Rights of Property Trustee..................................25
Section 3.11    Delaware Trustee....................................................28
Section 3.12    Execution of Documents..............................................28
Section 3.13    Not Responsible for Recitals or Issuance of Securities..............28
Section 3.14    Duration of Trust...................................................28
Section 3.15    Mergers.............................................................28


                                   ARTICLE IV        DEPOSITOR

Section 4.01    Depositor's Purchase of Common Securities...........................30
Section 4.02    Responsibilities of the Depositor...................................30
Section 4.03    Guarantee of Payment of Trust Obligations...........................31

<PAGE>

                                    ARTICLE V        TRUSTEES

Section 5.01    Number of Trustees..................................................32
Section 5.02    Delaware Trustee....................................................33
Section 5.03    Property Trustee; Eligibility.......................................33
Section 5.04    Qualifications of Administrative Trustees and Delaware Trustee
                Generally...........................................................34
Section 5.05    Initial Trustees....................................................34
Section 5.06    Appointment, Removal and Resignation of Trustees....................34
Section 5.07    Vacancies among Trustees............................................37
Section 5.08    Effect of Vacancies.................................................37
Section 5.09    Meetings............................................................38
Section 5.10    Delegation of Power.................................................38
Section 5.11    Merger, Conversion, Consolidation or Succession to Business.........38

                                   ARTICLE VI        DISTRIBUTIONS

Section 6.01    Distributions.......................................................39

                                   ARTICLE VII       ISSUANCE OF SECURITIES

Section 7.01    General Provisions Regarding Securities.............................39
Section 7.02    Execution and Authentication........................................40
Section 7.03    Form and Dating.....................................................41
Section 7.04    Registrar, Paying Agent, Conversion Agent and Tender Agent..........43
Section 7.05    Paying Agent to Hold Money in Trust.................................44
Section 7.06    Replacement Securities..............................................45
Section 7.07    Outstanding Preferred Securities....................................45
Section 7.08    Preferred Securities in Treasury....................................45
Section 7.09    Temporary Securities................................................46
Section 7.10    Cancellation........................................................46

                                  ARTICLE VIII       TERMINATION OF TRUST

Section 8.01    Dissolution of Trust................................................46

                                   ARTICLE IX        TRANSFER AND EXCHANGE

Section 9.01    General.............................................................47
Section 9.02    Transfer Procedures and Restrictions................................48
Section 9.03    Deemed Security Holders.............................................54


                                       i

<PAGE>

Section 9.04    Notices to Depositary...............................................54
Section 9.05    Appointment of Successor Depositary.................................54

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

Section 10.01   Liability...........................................................54
Section 10.02   Exculpation.........................................................55
Section 10.03   Fiduciary Duty......................................................55
Section 10.04   Indemnification.....................................................56
Section 10.05   Outside Businesses..................................................56

                                   ARTICLE XI        ACCOUNTING

Section 11.01   Fiscal Year.........................................................57
Section 11.02   Certain Accounting Matters..........................................57
Section 11.03   Banking.............................................................58
Section 11.04   Withholding.........................................................58


                                   ARTICLE XII       AMENDMENTS AND MEETINGS

Section 12.01   Amendments..........................................................58
Section 12.02   Meetings of the Holders of Securities; Action by Written Consent....59

                                  ARTICLE XIII       REPRESENTATIONS OF PROPERTY
TRUSTEE AND DELAWARE TRUSTEE

Section 13.01   Representations and Warranties of Property Trustee..................61
Section 13.02   Representations and Warranties of Delaware Trustee..................61

                                   ARTICLE XIV       REGISTRATION RIGHTS

Section 14.01   Registration Rights.................................................62

                                   ARTICLE XV        REPURCHASE OF SECURITIES UPON
THE FAILURE TO CONSUMMATE THE ACQUISITION

Section 15.01   Repurchase of Securities............................................63
Section 15.02   Agreement to Sell Debentures........................................65

                                   ARTICLE XVI       MISCELLANEOUS


                                       ii

<PAGE>

Section 16.01   Notices.............................................................65
Section 16.02   Governing Law.......................................................66
Section 16.03   Intention of the Parties............................................67
Section 16.04   Headings............................................................67
Section 16.05   Successors and Assigns..............................................67
Section 16.06   Partial Enforceability..............................................67
Section 16.07   Counterparts........................................................67
</TABLE>


ANNEX I
EXHIBIT A-1
EXHIBIT A-2


                                      iii