<PAGE>

                                                                    EXHIBIT 4.28

                              AMENDED AND RESTATED

                              DECLARATION OF TRUST

                                       OF

                             COUNTRYWIDE CAPITAL IV

                           Dated as of April 11, 2003

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                Page
                                                                                                                ----
<S>                                                                                                             <C>
ARTICLE I         INTERPRETATION AND DEFINITIONS..............................................................    1

         SECTION 1.1       Definitions........................................................................    1

ARTICLE II        TRUST INDENTURE ACT.........................................................................    8

         SECTION 2.1       Trust Indenture Act; Application...................................................    8
         SECTION 2.2       Lists of Holders of Securities.....................................................    8
         SECTION 2.3       Reports by the Institutional Trustee...............................................    9
         SECTION 2.4       Periodic Reports to Institutional Trustee..........................................    9
         SECTION 2.5       Evidence of Compliance with Conditions Precedent...................................   10
         SECTION 2.6       Events of Default; Waiver..........................................................   10
         SECTION 2.7       Event of Default; Notice...........................................................   12

ARTICLE III       ORGANIZATION................................................................................   13

         SECTION 3.1       Name...............................................................................   13
         SECTION 3.2       Office.............................................................................   13
         SECTION 3.3       Purposes...........................................................................   13
         SECTION 3.4       Authority..........................................................................   13
         SECTION 3.5       Title to Property of the Trust.....................................................   14
         SECTION 3.6       Powers and Duties of the Regular Trustees..........................................   14
         SECTION 3.7       Prohibition of Actions by the Trust and the Trustees...............................   16
         SECTION 3.8       Powers and Duties of the Institutional Trustee.....................................   17
         SECTION 3.9       Certain Duties and Responsibilities of the Institutional Trustee...................   19
         SECTION 3.10      Certain Rights of the Institutional Trustee........................................   21
         SECTION 3.11      Delaware Trustee...................................................................   23
         SECTION 3.12      Execution of Documents.............................................................   23
         SECTION 3.13      Not Responsible for Recitals or Issuance of Securities.............................   24
         SECTION 3.14      Duration of Trust..................................................................   24
         SECTION 3.15      Mergers............................................................................   24

ARTICLE IV        SPONSOR.....................................................................................   25

         SECTION 4.1       Sponsor's Purchase of Common Securities............................................   25
         SECTION 4.2       Responsibilities of the Sponsor....................................................   25
         SECTION 4.3       Right to Proceed...................................................................   26
         SECTION 4.4       Expenses...........................................................................   26

ARTICLE V         TRUSTEES....................................................................................   27

         SECTION 5.1       Number of Trustees.................................................................   27
         SECTION 5.2       Delaware Trustee...................................................................   28
         SECTION 5.3       Institutional Trustee; Eligibility.................................................   28
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                                             <C>
         SECTION 5.4       Certain Qualifications of the Regular Trustees and the
                  Delaware Trustee Generally..................................................................   29
         SECTION 5.5       Regular Trustees...................................................................   29
         SECTION 5.6       Appointment, Removal and Resignation of Trustees...................................   29
         SECTION 5.7       Vacancies among Trustees...........................................................   31
         SECTION 5.8       Effect of Vacancies................................................................   31
         SECTION 5.9       Meetings...........................................................................   31
         SECTION 5.10      Delegation of Power................................................................   32
         SECTION 5.11      Merger, Conversion, Consolidation or Succession to Business........................   32

ARTICLE VI        DISTRIBUTIONS...............................................................................   32

         SECTION 6.1       Distributions......................................................................   32

ARTICLE VII       ISSUANCE OF SECURITIES......................................................................   33

         SECTION 7.1       General Provisions Regarding Securities............................................   33
         SECTION 7.2       Paying Agent.......................................................................   34

ARTICLE VIII      DISSOLUTION OF TRUST........................................................................   35

         SECTION 8.1       Dissolution of Trust...............................................................   35

ARTICLE IX        TRANSFER OF INTERESTS.......................................................................   36

         SECTION 9.1       Transfer of Securities.............................................................   36
         SECTION 9.2       Transfer of Certificates...........................................................   36
         SECTION 9.3       Deemed Security Holders............................................................   37
         SECTION 9.4       Book-Entry Interests...............................................................   38
         SECTION 9.5       Notices to Depository Institution..................................................   39
         SECTION 9.6       Appointment of Successor Depository Institution....................................   39
         SECTION 9.7       Definitive Preferred Security Certificates.........................................   39
         SECTION 9.8       Mutilated, Destroyed, Lost or Stolen Certificates..................................   40

ARTICLE X         LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS........................   40

         SECTION 10.1      Liability..........................................................................   40
         SECTION 10.2      Exculpation........................................................................   41
         SECTION 10.3      Fiduciary Duty.....................................................................   41
         SECTION 10.4      Indemnification....................................................................   42
         SECTION 10.5      Outside Businesses.................................................................   45
         SECTION 10.6      Compensation; Fees.................................................................   45

ARTICLE XI        ACCOUNTING..................................................................................   46

         SECTION 11.1      Fiscal Year........................................................................   46
         SECTION 11.2      Certain Accounting Matters.........................................................   46
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                                             <C>
         SECTION 11.3      Banking............................................................................   46
         SECTION 11.4      Withholding........................................................................   47

ARTICLE XII       AMENDMENTS AND MEETINGS.....................................................................   47

         SECTION 12.1      Amendments.........................................................................   47
         SECTION 12.2      Meetings of the Holders of Securities; Action by Written Consent...................   49

ARTICLE XIII      REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND DELAWARE TRUSTEE...............................   50

         SECTION 13.1      Representations and Warranties of Institutional Trustee............................   50
         SECTION 13.2      Representations and Warranties of Delaware Trustee.................................   51

ARTICLE XIV       MISCELLANEOUS...............................................................................   52

         SECTION 14.1      Notices............................................................................   52
         SECTION 14.2      Governing Law......................................................................   53
         SECTION 14.3      Intention of the Parties...........................................................   53
         SECTION 14.4      Headings...........................................................................   53
         SECTION 14.5      Successors and Assigns.............................................................   53
         SECTION 14.6      Partial Enforceability.............................................................   53
         SECTION 14.7      Counterparts.......................................................................   54
</TABLE>

<PAGE>

                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
Section of
Trust Indenture Act                                       Section of
of 1939, as amended                                      Declaration
--------------------------------------------------------------------------------
<S>                                            <C>
310(a).....................................                                5.3(a)
310(b).....................................                                5.3(c)
310(c).....................................                          Inapplicable
311(a) and (b).............................                                5.3(c)
311(c).....................................                          Inapplicable
312(a).....................................                                2.2(a)
312(b).....................................                                2.2(b)
313........................................                                   2.3
314(a).....................................                                   2.4
314(b).....................................                          Inapplicable
314(c).....................................                                   2.5
314(d).....................................                          Inapplicable
314(e).....................................                                   2.5
314(f).....................................                          Inapplicable
315(a).....................................                                3.9(b)
315(b).....................................                                2.7(a)
315(c).....................................                                3.9(a)
315(d).....................................                                3.9(b)
316(a) and (b).............................    2.6 and Annex I (Sections 5 and 6)
316(c).....................................                                3.6(e)
317(a).....................................                                3.8(c)
317(b).....................................                                3.8(h)
</TABLE>

*        This Cross-Reference Table does not constitute part of the Declaration
         and shall not affect the interpretation of any of its terms or
         provisions.

<PAGE>

                              AMENDED AND RESTATED
                              DECLARATION OF TRUST
                                       OF
                             COUNTRYWIDE CAPITAL IV

         THIS AMENDED AND RESTATED DECLARATION OF TRUST ("Declaration") is dated
and effective as of April 11, 2003 by the Trustees (as defined herein), the
Sponsor (as defined herein), the Debenture Guarantor (as defined herein) and by
the holders, from time to time, of undivided beneficial interests in the Trust
to be issued pursuant to this Declaration.

         WHEREAS, the Trustees (or their predecessors) and the Sponsor
established Countrywide Capital IV (the "Trust"), a statutory trust under the
Statutory Trust Act (as defined herein), pursuant to a Declaration of Trust,
dated as of November 21, 2001 (the "Original Declaration"), and a Certificate of
Trust filed with the Secretary of State of the State of Delaware (the "Secretary
of State") on November 21, 2001, as amended to date (the "Certificate of Trust")
for the exclusive purpose of (i) issuing and selling certain Securities (as
defined herein) representing undivided beneficial interests in the assets of the
Trust, (ii) investing the gross proceeds thereof in the Debentures (as defined
herein) of the Debenture Issuer (as defined herein) and (iii) engaging only in
those other activities necessary or incidental thereto; and

         WHEREAS, as of the date hereof, no Securities have been issued; and

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

         NOW, THEREFORE, it being the intention of the parties hereto to
continue the Trust as a statutory trust under the Statutory Trust Act and that
this Declaration constitutes the governing instrument of such statutory trust,
the Trustees declare that all assets contributed to the Trust will be held in
trust for the benefit of the Holders (as defined herein), subject to the
provisions of this Declaration.

                                   ARTICLE I
                         INTERPRETATION AND DEFINITIONS

         SECTION 1.1 Definitions.

         Unless the context otherwise requires:

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

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

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

                                        1

<PAGE>

         (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;

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

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

         "Additional Interest" has the meaning set forth in Section 2(d) of
Annex I.

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

         "Agent" means any Paying Agent.

         "Authorized Officer" of a Person means the chairman of the board, the
president, any senior managing director, any managing director, any vice
president, the treasurer, the secretary, the comptroller, any assistant
comptroller, any assistant treasurer, any assistant secretary or any other
officer of such Person generally authorized to bind such Person.

         "Book-Entry Interest" means a beneficial interest in a Global
Certificate, ownership and transfers of which shall be maintained and made
through book entries by a Depository Institution as described in Section 9.4.

         "Business Day" has the meaning set forth in the Indenture.

         "Certificate" means a Common Security Certificate or a Preferred
Security Certificate.

         "Certificate of Trust" has the meaning set forth in the first recital
hereto.

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

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

         "Commission" means the Securities and Exchange Commission.

         "Common Securities" has the meaning set forth in Section 7.1(a).

         "Common Securities Guarantee" means the guarantee agreement dated as of
April 11, 2003 of the Sponsor and the Debenture Guarantor in respect of the
Common Securities.

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

         "Compound Interest" has the meaning set forth in Section 2(a) of Annex
I.

                                        2

<PAGE>

         "Corporate Trust Office" means the office of the Institutional Trustee
at which the corporate trust business of the Institutional Trustee shall, at any
particular time, be principally administered, which office at the date of
execution of this Agreement is located at 101 Barclay Street, New York, New York
10286, Attention: Corporate Trust Administration, telecopy no. (212) 815-5707.

         "Coupon Rate" has the meaning set forth in Section 2(a) 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.

         "Creditor" has the meaning set forth in Section 4.4.

         "Debenture Guarantee" has the meaning set forth in the Indenture.

         "Debenture Guarantor" means Countrywide Home Loans, Inc., a New York
corporation, or any successor entity in a merger, consolidation or amalgamation,
in its capacity as guarantor under the Indenture.

         "Debenture Issuer" means the Sponsor, in its capacity as issuer of the
Debentures under the Indenture.

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

         "Debentures" means the 6.75% Junior Subordinated Deferrable Interest
Debentures due April 1, 2033 issued by the Debenture Issuer to the Trust.

         "Debt Trustee" means The Bank of New York, as trustee under the
Indenture until a successor is appointed thereunder, and thereafter means such
successor trustee.

         "Declaration" has the meaning set forth in the preamble hereto.

         "Definitive Preferred Security Certificates" has the meaning set forth
in Section 9.4.

         "Delaware Trustee" has the meaning set forth in Section 5.2.

         "Depository Institution" shall mean DTC, another clearing agency, or
any successor registered as a clearing agency under the Exchange Act, or other
applicable statute or regulation, which, in each case, shall be designated by
the Debenture Issuer pursuant to either Section 2.03 or 2.11 of the Indenture.

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

                                        3

<PAGE>

         "Direct Action" has the meaning set forth in Section 3.8(e).

         "Distribution" means a distribution payable to Holders of Securities in
accordance with Section 6.1.

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

         "DTC" means The Depository Trust Company, the initial Depository
Institution.

         "Event of Default" in respect of the Securities means an Event of
Default under the Indenture which has occurred and is continuing in respect of
the Debentures.

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

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

         "Fiduciary Indemnified Person" has the meaning set forth in Section
10.4(b).

         "Fiscal Year" has the meaning set forth in Section 11.1.

         "Global Certificate" has the meaning set forth in Section 9.4.

         "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 Statutory Trust Act.

         "Indemnified Person" means a Debenture Issuer Indemnified Person or a
Fiduciary Indemnified Person.

         "Indenture" means the Indenture dated as of April 11, 2003, among the
Debenture Issuer, the Debenture Guarantor and the Debt Trustee, and any
indenture supplemental thereto pursuant to which the Debentures are to be
issued.

         "Institutional Trustee" means the Trustee meeting the eligibility
requirements set forth in Section 5.3.

         "Institutional Trustee Account" has the meaning set forth in Section
3.8(c).

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

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

         "Legal Action" has the meaning set forth in Section 3.6(g).

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

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

                                        4

<PAGE>

         "List of Holders" has the meaning set forth in Section 2.2(a).

         "Majority in liquidation amount of Preferred Securities" means, except
as provided in the terms of the Preferred Securities set forth in Annex I hereto
or by the Trust Indenture Act, Holder(s) of outstanding Securities voting
together as a single class or, as the context may require, Holders of
outstanding Preferred Securities or Holders of outstanding Common Securities
voting separately as a class, who are the record owners of more than 50% of the
aggregate liquidation amount (including the stated amount that would be paid on
redemption, liquidation or otherwise, plus accrued and unpaid Distributions to
the date upon which the voting percentages are determined) of all outstanding
Securities of the relevant class.

         "NYSE" means the New York Stock Exchange, Inc.

         "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:

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

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

                  (c)      a statement that each such Authorized Officer has
                           made such examination or investigation as, in such
                           Authorized Officer's opinion, is necessary to enable
                           such Authorized Officer to express an informed
                           opinion as to whether or not such covenant or
                           condition has been complied with; and

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

         "Original Declaration" has the meaning set forth in the first recital
hereto.

         "Paying Agent" has the meaning set forth in Section 3.8(h).

         "Payment Amount" has the meaning set forth in Section 6.1.

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

         "Preferred Guarantee Trustee" means The Bank of New York, as trustee
under the Preferred Securities Guarantee until a successor is appointed
thereunder, and thereafter means such successor trustee.

         "Preferred Securities" has the meaning set forth in Section 7.1(a).

                                        5

<PAGE>

         "Preferred Securities Guarantee" means the guarantee agreement dated as
of April 11, 2003 of the Sponsor and the Debenture Guarantor 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 Depository Institution, or on the
books of a Person maintaining an account with such Depository Institution
(directly as a Depository Institution Participant or as an indirect participant,
in each case in accordance with the rules of such Depository Institution).

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

         "Prepayment Price" has the meaning set forth in Section 4(b) of Annex
I.

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

         "Prospectus" means the prospectus included in the Shelf Registration
Statement at the time the Shelf Registration Statement was declared effective,
as amended or supplemented by any prospectus supplement and by all other
amendments, including post-effective amendments, and supplements thereto, and
all other material incorporated by reference therein.

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

         "Redemption/Distribution Notice" has the meaning set forth in Section
4(f)(i) of Annex I.

         "Redemption Price" shall have the meaning set forth in Section 4(a) of
Annex I.

         "Regular Trustee" has the meaning set forth in Section 5.1.

         "Related Party" means, with respect to the Sponsor or the Debenture
Guarantor, any direct or indirect wholly owned subsidiary of the Sponsor or the
Debenture Guarantor, as the case may be, or any other Person that owns, directly
or indirectly, 100% of the outstanding voting securities of the Sponsor or the
Debenture Guarantor, as the case may be.

         "Resignation Request" has the meaning set forth in Section 5.6(c).

         "Responsible Officer" means, with respect to the Institutional Trustee
any officer within the Corporate Trust Office of the Institutional Trustee with
direct responsibility for the administration of this Declaration 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.

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

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

                                        6

<PAGE>

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

         "Securities Guarantees" means the Common Securities Guarantee and the
Preferred Securities Guarantee.

         "Shelf Registration Statement" means the registration statement (File
Nos. 333-103623, 333-103623-01, 333-103623-02, and 333-103623-03) relating to
the registration for sale of the Securities that has been filed with the
Commission, and all amendments (including post-effective amendments) thereto,
and all exhibits and material incorporated by reference therein.

         "Special Redemption Event" has the meaning set forth in Section 4(c) of
Annex I.

         "Sponsor" means Countrywide Financial Corporation, a Delaware
corporation, or any successor entity in a merger, consolidation or amalgamation,
in its capacity as sponsor of the Trust.

         "Stated Maturity" has the meaning set forth in Section 4(a) of Annex I.

         "Statutory 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.

         "Successor Delaware Trustee" has the meaning set forth in Section
5.6(b)(ii).

         "Successor Entity" has the meaning set forth in Section 3.15(b)(i).

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

         "Successor Securities" has the meaning set forth in Section
3.15(b)(i)(B).

         "Super Majority" has the meaning set forth in Section 2.6(a)(ii).

         "10% in liquidation amount" means, except as provided in the terms of
the Preferred Securities set forth in Annex I hereto or by the Trust Indenture
Act, Holder(s) of outstanding Securities voting together as a single class or,
as the context may require, Holders of outstanding Preferred Securities or
Holders of outstanding Common Securities voting separately as a class, who are
the record owners of 10% or more of the aggregate in liquidation amount
(including the stated amount that would be paid on redemption, liquidation or
otherwise, plus accrued and unpaid Distributions to the date upon which the
voting percentages are determined) of all outstanding Securities of the relevant
class.

         "Transfer Agent" has the meaning set forth in Section 9.2(e).

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

                                        7

<PAGE>

         "Trust" has the meaning set forth in the first recital hereto.

         "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.

         "Underwriting Agreement" means the Underwriting Agreement for the
offering and sale of Preferred Securities substantially in the form of Exhibit
C.

                                   ARTICLE II
                               TRUST INDENTURE ACT

         SECTION 2.1 Trust Indenture Act; Application.

         (a)      This Declaration is subject to the provisions of the Trust
Indenture Act that are required to be part of this Declaration and shall, to the
extent applicable, be governed by such provisions.

         (b)      The Institutional 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, the duties imposed by the Trust Indenture
Act 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 2.2 Lists of Holders of Securities.

         (a)      Each of the Sponsor and the Regular Trustees on behalf of the
Trust shall provide the Institutional Trustee (i) within 14 days after each
record date for payment of Distributions, a list, in such form as the
Institutional Trustee may reasonably require, of the names and addresses of the
Holders ("List of Holders") as of such record date, provided that neither the
Sponsor nor the Regular 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 Institutional Trustee by the
Sponsor and the Regular 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 15 days before such List of Holders is given
to the Institutional Trustee. The Institutional Trustee shall preserve, in as
current a form as is reasonably practicable, all information contained in the
Lists of Holders given to it or which it receives in its capacity as

                                        8

<PAGE>

Paying Agent (if acting in such capacity), provided that the Institutional
Trustee may destroy any List of Holders previously given to it on receipt of a
new List of Holders.

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

         SECTION 2.3 Reports by the Institutional Trustee.

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

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

         SECTION 2.4 Periodic Reports to Institutional Trustee.

         (a)      Each of the Sponsor and the Regular Trustees on behalf of the
Trust covenants and agrees to file with the Institutional Trustee, within 15
days after the Trust is required to file the same with the Commission, copies of
the annual reports and of the information, documents and other reports (or
copies of such portions of any of the foregoing as the Commission may from time
to time by rules and regulations prescribe) which the Trust may be required to
file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange
Act; or, if the Trust is not required to file information, documents or reports
pursuant to either of such sections, then to file with the Institutional Trustee
and the Commission, in accordance with rules and regulations prescribed from
time to time by the Commission, such of the supplementary and periodic
information, documents and reports which may be required pursuant to Section 13
of the Exchange Act in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules and
regulations.

         (b)      Each of the Sponsor and the Regular Trustees on behalf of the
Trust covenants and agrees to file with the Institutional Trustee and the
Commission, in accordance with the rules and regulations prescribed from time to
time by the Commission, such additional information, documents and reports with
respect to compliance by the Trust with the conditions and covenants provided
for in this Declaration as may be required from time to time by such rules and
regulations.

         (c)      Each of the Sponsor and the Regular Trustees on behalf of the
Trust covenants and agrees to transmit by mail to all Holders, as the names and
addresses of such Holders appear upon the security register, within 30 days
after the filing thereof with the Institutional Trustee, such summaries of any
information, documents and reports required to be filed by the Trust pursuant to
subsections (a) and (b) of this Section 2.4 as may be required by rules and
regulations prescribed from time to time by the Commission.

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<PAGE>

         (d)      Each of the Sponsor, the Debenture Guarantor and the Regular
Trustees on behalf of the Trust covenants and agrees to furnish to the
Institutional Trustee within 120 days of the end of each fiscal year, the
compliance certificate required by Section 314(a)(4) of the Trust Indenture Act.
The compliance certificate shall be executed by two Authorized Officers of the
Sponsor, at least one of whom shall be the chief financial or accounting officer
of the Sponsor.

         (e)      Delivery of such reports, information and documents to the
Institutional Trustee is for informational purposes only and the Institutional
Trustee's receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Trust's compliance with any of its covenants hereunder
(as to which the Institutional Trustee is entitled to rely exclusively on
Officers' Certificates).

         SECTION 2.5 Evidence of Compliance with Conditions Precedent.

         Each of the Sponsor and the Regular Trustees on behalf of the Trust
shall provide to the Institutional 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 2.6 Events of Default; Waiver.

         (a)      Subject to Section 2.6(c), the Holders of a Majority in
liquidation amount of Preferred Securities may, by vote, on behalf of the
Holders of all of the Preferred Securities, waive any past Event of Default in
respect of the Preferred Securities and its consequences, provided that, if the
underlying Event of Default under the Indenture:

                  (i)      is not waivable under the Indenture, the Event of
         Default under the Declaration shall also not be waivable; or

                  (ii)     requires the consent or vote of greater than a
         majority in principal amount of the holders of the Debentures (a "Super
         Majority") to be waived under the Indenture, then the Event of Default
         under the Declaration may be waived only 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; or

                  (iii)    requires the consent or vote of each holder of
         Debentures to be waived under the Indenture, then the Event of Default
         under the Declaration may be waived only by each Holder of Preferred
         Securities.

         The foregoing provisions of this Section 2.6(a) shall be in lieu of
Section 316(a)(1)(B) of the Trust Indenture Act and such Section 316(a)(1)(B) of
the Trust Indenture Act is hereby expressly excluded from this Declaration and
the Securities, as permitted by the Trust Indenture Act. Upon such waiver, any
such default shall cease to exist, and any 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

                                       10

<PAGE>

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)      Subject to Section 2.6(c), the Holders of a Majority in
liquidation amount of the Common Securities may, by vote, on behalf of the
Holders of all of the Common Securities, waive any past Event of Default with
respect to the Common Securities and its consequences, provided that, if the
underlying Event of Default under the Indenture:

                  (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
         2.6(b), then the Event of Default under the Declaration shall also not
         be waivable; or

                  (ii)     requires the consent or vote of (A) a Super Majority
         to be waived, then the Event of Default under the Declaration may be
         waived only 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 or (B) each holder of Debentures to be waived, then the
         Event of Default under the Declaration may only be waived by each
         Holder of Preferred Securities, 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 2.6(b); provided further,
         each Holder of Common Securities will be deemed to have waived any such
         Event of Default and all Events of Default with respect to the Common
         Securities and its consequences until all Events of Default with
         respect to the Preferred Securities have been cured, waived or
         otherwise eliminated, and until such Events of Default have been so
         cured, waived or otherwise eliminated, the Institutional 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 Institutional Trustee in accordance with the
         terms of the Securities set forth in Annex I hereto. If any Event of
         Default with respect to the Preferred Securities is waived by the
         Holders of Preferred Securities as provided in this Declaration, the
         Holders of Common Securities agree that such waiver shall also
         constitute the waiver of such Event of Default with respect to the
         Common Securities for all purposes under this Declaration without any
         further act, vote or consent of the Holders of the Common Securities.
         Subject to the foregoing provisions of this Section 2.6(b), upon such
         waiver, any such default shall cease to exist and any Event of Default
         with respect to the Common Securities arising therefrom shall be deemed
         to have been cured for every purpose of this Declaration, but no such
         waiver shall extend to any subsequent or other default or Event of
         Default with respect to the Common Securities or impair any right
         consequent thereon. The foregoing provisions of this Section 2.6(b)
         shall be in lieu of Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust
         Indenture Act and such Sections 316(a)(1)(A) and 316(a)(1)(B) of the
         Trust Indenture Act are hereby expressly excluded from this Declaration
         and the Securities, as permitted by the Trust Indenture Act. Subject to
         the foregoing provisions of this Section 2.6(b), upon such waiver, any
         such default shall cease to exist and any Event of Default with

                                       11

<PAGE>

         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)      The right of any Holder to receive payment of Distributions in
accordance with this Declaration and the terms of the Securities set forth in
Annex I on or after the respective payment dates therefor, or to institute suit
for the enforcement of any such payment on or after such payment dates, shall
not be impaired without the consent of each such Holder.

         (d)      A waiver of an Event of Default under the Indenture by the
Institutional Trustee at the written direction of the Holders of the Preferred
Securities constitutes a waiver of the corresponding Event of Default under this
Declaration. The foregoing provision of this Section 2.6(d) shall be in lieu of
Section 316(a)(1)(B) of the Trust Indenture Act and such Section 316(a)(1)(B) of
the Trust Indenture Act is hereby expressly excluded from this Declaration and
the Securities, as permitted by the Trust Indenture Act.

         SECTION 2.7 Event of Default; Notice.

         (a)      The Institutional Trustee shall, within 90 days after the
occurrence of an Event of Default, transmit by mail, first class postage
prepaid, to the Holders, notice of all defaults with respect to the Securities
actually known to a Responsible Officer, unless such defaults have been cured
before the giving of such notice (the term "defaults" for the purposes of this
Section 2.7(a) being hereby defined to be an Event of Default as defined in the
Indenture, not including any periods of grace provided for therein and
irrespective of the giving of any notice provided therein); provided that,
except for a default in the payment of principal of, premium, if any, or
interest on any of the Debentures or in the payment of any sinking fund
installment established for the Debentures, the Institutional Trustee shall be
protected in withholding such notice if and so long as a Responsible Officer in
good faith determines that the withholding of such notice is in the interests of
the Holders; and provided further, that in the case of any default of the
character specified in Section 5.01(c) of the Indenture, no such notice to
Holders shall be given until at least 60 days after the occurrence thereof but
shall be given within 90 days after such occurrence.

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

                  (i)      a default under Section 5.01(a) or (b) of the
         Indenture; or

                  (ii)     any default as to which the Institutional Trustee
         shall have received written notice or of which a Responsible Officer
         charged with the administration of the Declaration shall have actual
         knowledge.

                                       12

<PAGE>

                                  ARTICLE III
                                  ORGANIZATION

         SECTION 3.1 Name.

         The Trust continued by this Declaration is named "Countrywide Capital
IV," as such name may be modified from time to time by the Regular Trustees
following written notice to the Holders. The Trust's activities may be conducted
under the name of the Trust or any other name deemed advisable by the Regular
Trustees.

         SECTION 3.2 Office.

         The address of the principal office of the Trust is c/o Countrywide
Financial Corporation, 4500 Park Granada, Calabasas, California 91302. Upon ten
(10) Business Days' written notice to the Holders of Securities, the Regular
Trustees may designate another principal office.

         SECTION 3.3 Purposes.

         The exclusive purposes and functions of the Trust are (i) to issue (a)
its Preferred Securities pursuant to the Underwriting Agreement in exchange for
cash and (b) its Common Securities to the Sponsor in exchange for cash, and to
use the gross proceeds of the sale of the Securities to invest in the
Debentures, (ii) to enter into such agreements and arrangements as may be
necessary in connection with the issuance and sale of the Securities and to take
all actions, and exercise such discretion, as may be necessary or desirable in
connection with the issuance and sale of the Securities and to file such
registration statements or make such other filings under the Securities Act, the
Exchange Act or State securities or "Blue Sky" laws as may be necessary or
desirable in connection with the offer and the issuance and sale of the
Securities, and (iii) except as otherwise limited herein, to engage in only
those other activities necessary or incidental thereto. As more specifically
provided in Section 3.7, 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 3.4 Authority.

         Subject to the limitations provided in this Declaration and to the
specific duties of the Institutional Trustee, the Regular Trustees shall have
exclusive and complete authority to carry out the purposes of the Trust. Any
action taken by the Regular Trustees in accordance with their powers shall
constitute the act of and serve to bind the Trust and any action taken by the
Institutional Trustee on behalf of the Trust in accordance with its powers shall
constitute the act of and serve to bind the Trust. In dealing with the Trustees
acting on behalf of the Trust, no person shall be required to inquire into the
authority of the Trustees to bind the Trust. Persons dealing with the Trust are
entitled to rely conclusively on the power and authority of the Trustees as set
forth in this Declaration.

                                       13

<PAGE>

         SECTION 3.5 Title to Property of the Trust.

         Except as provided in Section 3.8 with respect to the Debentures and
the Institutional Trustee Account or as otherwise provided in this Declaration,
legal title to all assets of the Trust shall be vested in the Trust. The Holders
shall not have legal title to any part of the assets of the Trust, but shall
have an undivided beneficial interest in the assets of the Trust.

         SECTION 3.6 Powers and Duties of the Regular Trustees.

         The Regular Trustees shall have the exclusive power, duty and authority
to cause the Trust to engage in the following activities:

         (a)      to issue and sell the 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;

         (b)      in connection with the issue of the Preferred Securities, to:

                  (i)      execute and file with the Commission one or more
         registration statements on Form S-3 prepared by the Sponsor, including
         any and all amendments thereto, pertaining to the Preferred Securities;

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

                  (iii)    execute and file an application, prepared by the
         Sponsor, to the NYSE or any other national stock exchange or The Nasdaq
         Stock Market's National Market for listing or quotation upon notice of
         issuance of any Preferred Securities;

                  (iv)     execute and file with the Commission a registration
         statement on Form 8-A, including any amendments thereto, prepared by
         the Sponsor, relating to the registration of the Preferred Securities
         under Section 12(b) or 12(g) of the Exchange Act;

                  (v)      execute and enter into the Underwriting Agreement and
         one or more purchase agreements providing for the sale of the Common
         Securities and the purchase of the Debentures; and

                  (vi)     execute and deliver letters, documents or instruments
         to DTC.

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

                                       14

<PAGE>


         (d)      to give the Sponsor and the Institutional Trustee prompt
written notice of the occurrence of a Special Redemption 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 Securities as to such actions and applicable record
dates;

         (f)      to take all actions and perform such duties as may be
required of the Regular Trustees pursuant to the terms of the Securities set
forth in Annex I hereto;

         (g)      to bring or defend, pay, collect, compromise, arbitrate,
resort to legal action, or otherwise adjust claims or demands of or against the
Trust ("Legal Action"), unless pursuant to Section 3.8(e), the Institutional
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 Institutional Trustee, which certificate may be
executed by any Regular 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,
transfer agent and paying agent for the Securities;

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

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

         (p)      to take any action, not inconsistent with this Declaration or
with applicable law, that the Regular Trustees determine in their discretion to
be necessary or desirable in carrying out the activities of the Trust as set
out in this Section 3.6, including, but not limited to:

                                       15

<PAGE>

                  (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

                  (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 actions do not adversely affect the interests of
Holders; and

         (q)      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 Regular Trustees, on behalf
of the Trust.

         The Regular Trustees shall exercise the powers set forth in this
Section 3.6 in a manner that is consistent with the purposes and functions of
the Trust set out in Section 3.3, and the Regular Trustees shall not take any
action that is inconsistent with the purposes and functions of the Trust set
forth in Section 3.3.

         Subject to this Section 3.6, the Regular Trustees shall have none of
the powers or the authority of the Institutional Trustee set forth in
Section 3.8.

         Any expenses incurred by the Regular Trustees pursuant to this
Section 3.6 shall be reimbursed by the Debenture Issuer.

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

         SECTION 3.7 Prohibition of Actions by the Trust and the Trustees.

         (a)      The Trust shall not, and the Trustees (including the
Institutional Trustee) shall cause the Trust not to, engage in any activity
other than in connection with the purposes of the Trust or other than as
required or authorized by this Declaration. In particular, the Trust shall
not, and the Trustees (including the Institutional Trustee) shall cause the
Trust not to:

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

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

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

                  (iv)     make any investments, other than investments
         represented by the Debentures;

                                       16

<PAGE>

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

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

                  (vii)    incur any indebtedness for borrowed money; or

                  (viii)   other than as provided in this Declaration or Annex I
         hereto, (A) direct the time, method and place of exercising any trust
         or power conferred upon the Debt Trustee with respect to the
         Debentures, (B) waive any past default that is waivable under the
         Indenture, (C) exercise any right to rescind or annul any declaration
         that the principal of all the Debentures held in the Trust shall be
         due and payable, or (D) consent to any amendment, modification or
         termination of the Indenture or the Debentures if such action would
         cause the Trust to be classified for United States federal income tax
         purposes as other than a grantor trust or would cause the Trust to be
         deemed an Investment Company required to be registered under the
         Investment Company Act.

         SECTION 3.8 Powers and Duties of the Institutional Trustee.

         (a)      The legal title to the Debentures shall be owned by and held
of record in the name of the Institutional Trustee in trust for the benefit of
the Holders. The right, title and interest of the Institutional Trustee to the
Debentures shall vest automatically in each Person who may hereafter be
appointed as Institutional Trustee in accordance with Section 5.6. Such
vesting and cessation of title shall be effective whether or not conveyancing
documents with regard to the Debentures have been executed and delivered.

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

         (c)      The Institutional Trustee shall:

                  (i)      establish and maintain a segregated non-interest
         bearing trust account (the "Institutional Trustee Account") in the
         name of and under the exclusive control of the Institutional Trustee
         on behalf of the Holders and, upon the receipt of payments of funds
         made in respect of the Debentures held by the Institutional Trustee,
         deposit such funds into the Institutional Trustee Account and make
         payments to the Holders from the Institutional Trustee Account in
         accordance with Section 6.1. Funds in the Institutional Trustee
         Account shall be held uninvested until disbursed in accordance with
         this Declaration;

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

                  (iii)    upon written notice of distribution issued by the
         Regular Trustees in accordance with the terms of the Securities,
         engage in such ministerial activities as shall

                                       17

<PAGE>

         be necessary or appropriate to effect the distribution of the
         Debentures to Holders in accordance with the provisions of the
         Indenture.

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

         (e)      The Institutional Trustee shall take any Legal Action which
arises out of or in connection with (i) an Event of Default of which a
Responsible Officer has actual knowledge or (ii) the Institutional Trustee's
duties and obligations under this Declaration or the Trust Indenture Act. If
the Institutional Trustee fails to enforce its rights under the Debentures,
after a Holder of Preferred Securities has made a written request, such Holder
may institute a legal proceeding against the Debenture Issuer or Debenture
Guarantor to enforce the Institutional Trustee's rights under the Debentures
without first instituting any legal proceeding against the Institutional
Trustee or any other Person. Notwithstanding the foregoing, if an Event of
Default has occurred and is continuing and such event is attributable to the
failure of the Debenture Issuer (or the Debenture Guarantor on its behalf) 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 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 Debentures.
Notwithstanding any payments made to such Holder of Preferred Securities by the
Debenture Issuer or the Debenture Guarantor in connection with a Direct Action,
the Debenture Issuer shall remain obligated to pay the principal of or interest
on the Debentures held by the Trust or the Institutional Trustee of the Trust,
and the Debenture Issuer or the Debenture Guarantor, as the case may be, shall
be subrogated to the rights of the Holder of such Preferred Securities with
respect to payments on the Preferred Securities. Except as provided in the
preceding sentences and in the Preferred Securities Guarantee, the Holders of
Preferred Securities will not be able to exercise directly any other remedy
available to the holders of the Debentures.

         (f)      The Institutional 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 pursuant to the
         terms of the Securities; or

                  (ii)     a Successor Institutional Trustee has been appointed
         and has accepted that appointment in accordance with Section 5.6.

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

         (h)      The Institutional Trustee may authorize one or more Persons
(each, a "Paying Agent") to pay Distributions, redemption payments or
liquidation payments on behalf of the Trust with respect to all securities and
any such Paying Agent shall comply with Section 317(b)

                                       18

<PAGE>

of the Trust Indenture Act. Any Paying Agent may be removed by the Institutional
Trustee at any time and a successor Paying Agent or additional Paying Agents may
be appointed at any time by the Institutional Trustee, in each case without
prior notice to the Holders. The Paying Agent may perform such functions
whenever the Institutional Trustee may do so. Each reference in this Declaration
to payment to the Holders by the Institutional Trustee includes such payment by
a Paying Agent. A Paying Agent has the same rights as the Institutional Trustee
to deal with the Sponsor, the Debenture Guarantor or an Affiliate of either of
them, and itself may be the Trust, an Affiliate of the Trust or a Related Party
of the Sponsor or the Debenture Guarantor. The Institutional Trustee is hereby
appointed to initially act as Paying Agent for the Securities.

         (i)      The Institutional Trustee shall give prompt written notice to
the Holders of the Securities of any notice received by it from the Debenture
Issuer of the Debenture Issuer's election to defer payments of interest on the
Debentures by extending the interest payment period with respect thereto.

         (j)      The Institutional Trustee shall notify all Holders of the
Preferred Securities of any notice of default received from the Debt Trustee
with respect to the Debentures. Such notice shall state that such event of
default under the Indenture also constitutes an Event of Default hereunder.

         (k)      Subject to this Section 3.8, the Institutional Trustee shall
have none of the duties, liabilities, powers or the authority of the Regular
Trustees set forth in Section 3.6.

         The Institutional Trustee shall exercise the powers set forth in this
Section 3.8 and in Sections 3.9 and 3.10 in a manner that is consistent with
the purposes and functions of the Trust set out in Section 3.3, and the
Institutional Trustee shall not take any action that is inconsistent with the
purposes and functions of the Trust set out in Section 3.3.

         SECTION 3.9 Certain Duties and Responsibilities of the Institutional
Trustee.

         (a)      The Institutional 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 or obligations shall be read
into this Declaration against the Institutional Trustee. In case an Event of
Default has occurred (that has not been cured or waived pursuant to
Section 2.6) of which a Responsible Officer has actual knowledge, the
Institutional Trustee shall exercise such of the rights and powers vested in it
by this Declaration, and use the same degree of care and skill in their
exercise, as a prudent person would exercise or use under the circumstances in
the conduct of his or her own affairs.

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

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<PAGE>

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

                           (B)      in the absence of bad faith on the part of
                  the Institutional Trustee, the Institutional 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 Institutional
                  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 Institutional Trustee, the
                  Institutional Trustee shall be under a duty to examine the
                  same to determine whether or not they conform to the
                  requirements of this Declaration;

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

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

                  (iv)     no provision of this Declaration shall require the
         Institutional Trustee to expend or risk its own funds or otherwise
         incur personal financial liability in the performance of any of its
         duties or in the exercise of any of its rights or powers, if it shall
         have reasonable grounds for believing that the repayment of such funds
         or liability is not reasonably assured to it under the terms of this
         Declaration or adequate indemnity against such risk is not reasonably
         assured to it;

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

                  (vi)     the Institutional 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 Institutional Trustee shall not be liable for any
         interest on any money received by it except as it may otherwise agree
         in writing with the Sponsor. Money held

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<PAGE>

         by the Institutional Trustee need not be segregated from other funds
         held by it except in relation to the Institutional Trustee Account
         maintained by the Institutional Trustee pursuant to Section 3.8(c)(i)
         and except to the extent otherwise required by law;

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

                  (ix)     without prejudice to any other rights available to
         the Institutional Trustee under applicable law, when the Institutional
         Trustee incurs expenses or renders services in connection with a
         bankruptcy event involving any obligor on the Securities or the
         Debentures, such expenses (including the fees and expenses of its
         counsel) and the compensation for such services are intended to
         constitute expenses of administration under any bankruptcy law or law
         relating to creditors rights generally; and

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

         SECTION 3.10 Certain Rights of the Institutional Trustee.

         (a)      Subject to the provisions of Section 3.9:

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

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

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

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

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<PAGE>

                  (v)      the Institutional Trustee may consult with counsel of
         its selection or other experts of its selection 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, which counsel may be counsel
         to the Sponsor or any of its Affiliates, and may include any of its
         employees. The Institutional Trustee shall have the right at any time
         to seek instructions concerning the administration of this Declaration
         from any court of competent jurisdiction;

                  (vi)     the Institutional Trustee shall be under no
         obligation to exercise any of the rights or powers vested in it by
         this Declaration at the request, order or direction of any Holder,
         unless such Holder shall have provided to the Institutional Trustee
         security and indemnity satisfactory to the Institutional Trustee
         against the costs, expenses (including attorneys' fees and expenses
         and the expenses of the Institutional Trustee's agents, nominees or
         custodians) and liabilities that might be incurred by it in complying
         with such request or direction, including such reasonable advances as
         may be requested by the Institutional Trustee; provided that, nothing
         contained in this Section 3.10(a)(vi) shall be taken to relieve the
         Institutional 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 Institutional Trustee shall not be bound to make
         any investigation into the facts or matters stated in any resolution,
         certificate, statement, instrument, opinion, report, notice, request,
         consent, order, approval, bond, debenture, coupon or other paper or
         document, but the Institutional Trustee, in its discretion, may make
         such further inquiry or investigation into such facts or matters as it
         may see fit at the sole cost of the Debenture Issuer and shall incur
         no liability or additional liability of any kind by reason of such
         inquiry or investigation;

                  (viii)  the Institutional Trustee may execute any of the
         trusts or powers hereunder or perform any duties hereunder either
         directly or by or through agents, custodians, nominees or attorneys
         and the Institutional 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 Institutional Trustee or its
         agents hereunder shall bind the Trust and the Holders; and the
         signature of the Institutional Trustee or its agents alone shall be
         sufficient and effective to perform any such action and no third party
         shall be required to inquire as to the authority of the Institutional
         Trustee to so act or as to its compliance with any of the terms and
         provisions of this Declaration, both of which shall be conclusively
         evidenced by the Institutional Trustee's or its agent's taking such
         action;

                  (x)     whenever in the administration of this Declaration
         the Institutional Trustee shall deem it desirable to receive
         instructions with respect to enforcing any remedy or right or taking
         any other action hereunder, the Institutional Trustee (i) may request
         instructions from the Holders 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

                                       22

<PAGE>

         Institutional Trustee under the terms of the Securities in respect of
         such remedy, right or action, (ii) may refrain from enforcing such
         remedy or right or taking such other action until such instructions are
         received and (iii) shall be protected in conclusively relying on or
         acting in accordance with such instructions;

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

                  (xii)    the Institutional Trustee may request that the Trust
         deliver an Officers' Certificate setting forth the names of
         individuals and/or titles of officers authorized at such time to take
         specified actions pursuant to this Declaration, which Officers'
         Certificate may be signed by any person authorized to sign an
         Officers' Certificate, including any person specified as so authorized
         in any such certificate previously delivered and not superseded; and

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

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

         SECTION 3.11 Delaware Trustee.

         Notwithstanding any other provision of this Declaration other than
Section 5.2, the Delaware Trustee shall not be entitled to exercise any powers,
nor shall the Delaware Trustee have any of the duties and responsibilities of
the Regular Trustees or the Institutional Trustee described in this
Declaration. Except as set forth in Section 5.2, the Delaware Trustee shall be
a Trustee for the sole and limited purpose of fulfilling the requirements of
Section 3807 of the Statutory Trust Act. Notwithstanding anything herein to
the contrary, the Delaware Trustee shall not be liable for the acts or
omissions to act of the Trust or of the Regular Trustees except for such acts
as the Delaware Trustee is expressly obligated or authorized to undertake under
this Declaration or the Statutory Trust Act and except for the gross negligence
or willful misconduct of the Delaware Trustee.

         SECTION 3.12 Execution of Documents.

         Except as otherwise required by the Statutory Trust Act or applicable
law, any one of the Regular Trustees is authorized to execute on behalf of the
Trust any documents which the Regular Trustees have the power and authority to
execute pursuant to Section 3.6.

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<PAGE>

         SECTION 3.13 Not Responsible for Recitals or Issuance of Securities.

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

         SECTION 3.14 Duration of Trust.

         The Trust, unless dissolved pursuant to the provisions of Article VIII
hereof, shall dissolve on November 21, 2056.

         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
to any corporation or other body, except as described in Section 3.15(b) and
(c), and Section 8.1 hereof or Section 4 of Annex I hereto.

         (b)      The Trust may, with the consent of the Regular Trustees or,
if there are more than two, a majority of the Regular Trustees, and without the
consent of the Holders, the Institutional Trustee or the Delaware Trustee,
consolidate, amalgamate, merge with or into, or be replaced by a trust
organized as such under the laws of any State of the United States; provided
that:

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

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

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

                  (ii)     the Debenture Issuer expressly acknowledges a trustee
         of the Successor Entity that possesses the same powers and duties as
         the Institutional Trustee as the holder of the Debentures;

                  (iii)    the Preferred Securities or any Successor Securities
         are listed, or any Successor Securities will be listed upon
         notification of issuance, on any national securities exchange or with
         another organization on which the 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;

                                       24

<PAGE>

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

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

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

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

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

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

                  (viii)   the Sponsor and the Debenture Guarantor guarantee the
         obligations of such Successor Entity under the Successor Securities at
         least to the extent provided by the Preferred Securities Guarantee and
         the Common Securities Guarantee.

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

                                  ARTICLE IV
                                    SPONSOR

         SECTION 4.1 Sponsor's Purchase of Common Securities.

         On the Closing Date the Sponsor will purchase all of the Common
Securities issued by the Trust, in an amount at least equal to 3% of the total
capital of the Trust, at the same time as the Preferred Securities are issued
pursuant to the Underwriting Agreement.

         SECTION 4.2 Responsibilities of the Sponsor.

         In connection with the issue and sale of the Preferred Securities, the
Sponsor shall have the exclusive right and responsibility to engage in the
following activities:

                                       25

<PAGE>

         (a)      to prepare for filing by the Trust with the Commission one or
more registration statements on Form S-3 in relation to the Preferred
Securities, including any amendments thereto;

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

         (c)      if so determined by the Sponsor, to prepare for filing by the
Trust an application to the NYSE or any other national stock exchange or The
Nasdaq National Market for listing or quotation upon notice of issuance of the
Preferred Securities;

         (d)      if so determined by the Sponsor, 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 under Section 12(b) or 12(g) of the
Exchange Act, including any amendments thereto; and

         (e)      to negotiate the terms of and execute and deliver the
Underwriting Agreement providing for the issuance of the Preferred Securities.

         SECTION 4.3 Right to Proceed.

         The Sponsor acknowledges the rights of the Holders to institute a
Direct Action as set forth in Section 3.8(e) hereto.

         SECTION 4.4 Expenses.

         In connection with the offering, sale and issuance of the Debentures
to the Trust and in connection with the sale of the Securities by the Trust,
the Debenture Issuer, in its capacity as borrower with respect to the
Debentures, shall:

         (a)      pay all costs and expenses relating to the offering, sale and
issuance of the Debentures, including commissions to the underwriters payable
pursuant to the Underwriting Agreement and compensation, reimbursement and
indemnification of the Debt Trustee under the Indenture in accordance with the
provisions of Section 6.06 of the Indenture;

         (b)      be responsible for and shall pay all debts and obligations
(other than with respect to the Securities) and all costs and expenses of the
Trust (including, but not limited to, costs and expenses relating to the
organization, maintenance and dissolution of the Trust, the offering, sale and
issuance of the Securities (including commissions to the underwriters in
connection therewith), the fees and expenses (including reasonable counsel fees
and expenses) of the Institutional Trustee, the Delaware Trustee and the
Regular Trustees (including any amounts payable under Article X of this
Declaration), the costs and expenses relating to the operation of the Trust,
including without limitation, costs and expenses of accountants, attorneys,
statistical or bookkeeping services, expenses for printing and engraving and
computing or accounting equipment, paying agent(s), registrar(s), transfer
agent(s), duplicating, travel and telephone and

                                       26

<PAGE>

other telecommunications expenses and costs and expenses incurred in connection
with the acquisition, financing and disposition of Trust assets and the
enforcement by the Institutional Trustee of the rights of the Holders of the
Preferred Securities);

         (c)      be primarily liable for any indemnification obligations
arising with respect to this Declaration; and

         (d)      pay any and all taxes (other than United States withholding
taxes attributable to the Trust or its assets) and all liabilities, costs and
expenses with respect to such taxes of the Trust.

         The Debenture Issuer's obligations under this Section 4.4 shall be for
the benefit of, and shall be enforceable by, any Person to whom such debts,
obligations, costs, expenses and taxes are owed (a "Creditor") whether or not
such Creditor has received notice hereof. Any such Creditor may enforce the
Debenture Issuer's obligations under this Section 4.4 directly against the
Debenture Issuer and the Debenture Issuer irrevocably waives any right of
remedy to require that any such Creditor take any action against the Trust or
any other Person before proceeding against the Debenture Issuer. The Debenture
Issuer agrees to execute such additional agreements as may be necessary or
desirable in order to give full effect to the provisions of this Section 4.4.

         SECTION 4.5 Guarantee of Payment of Expenses.

         The Debenture Guarantor hereby fully and unconditionally guarantees,
in the form of a guarantee of payment and not of collection, the due and
punctual payment of all amounts that become due and payable by the Debenture
Issuer to any Person pursuant to Section 4.4

                                   ARTICLE V
                                   TRUSTEES

         SECTION 5.1 Number of Trustees.

         (a)      The number of Trustees initially shall be five. At any time
before the issuance of any Securities, the Sponsor may, by written instrument,
increase or decrease the number of Trustees. After the issuance of any
Securities, the number of Trustees may be increased or decreased by vote of the
Holders of a majority in liquidation amount of the Common Securities voting as
a class at a meeting of the Holders of the Common Securities; provided,
however, that, the number of Trustees shall in no event be less than two; and
provided further that (i) 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 (the "Delaware Trustee"); (ii) there shall be at least one
Trustee who is an employee or officer of, or is affiliated with the Sponsor
(a "Regular Trustee"); and (iii) one Trustee shall be the Institutional 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.

         (b)      Any action taken by Holders of Common Securities pursuant to
this Article V shall be taken at a meeting of Holders of Common Securities
convened for such purpose or by written consent of such Holders.

                                       27

<PAGE>

         (c)      Except as otherwise provided herein, no amendment may be made
to this Section 5.1 which would change any rights with respect to the number,
existence or appointment and removal of Trustees, except with the consent of
each Holder of Common Securities.

         SECTION 5.2 Delaware Trustee.

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

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

         (b)      if not a natural person, an entity which has its principal
place of business in the State of Delaware, and otherwise meets the
requirements of applicable law, provided that, if the Institutional Trustee has
its principal place of business in the State of Delaware and otherwise meets
the requirements of applicable law, then the Institutional Trustee shall also
be the Delaware Trustee and Section 3.11 shall have no application.

         The initial Delaware Trustee shall be The Bank of New York (Delaware),
an affiliate of the Institutional Trustee, until removed or replaced in
accordance with Section 5.6.

         SECTION 5.3 Institutional Trustee; Eligibility.

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

                  (i)      not be an Affiliate of the Sponsor or the Debenture
         Guarantor; and

                  (ii)     be a corporation organized and doing business under
         the laws of the United States of America or any State or Territory
         thereof or of the District of Columbia, or a corporation or Person
         permitted by the 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 $50,000,000 (US), 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 5.3(a)(ii), the combined capital and surplus of such
         corporation shall be deemed to be its combined capital and surplus as
         set forth in its most recent report of condition so published.

         (b)      If at any time the Institutional Trustee shall cease to be
eligible to so act under Section 5.3(a), the Institutional Trustee shall
immediately resign in the manner and with the effect set forth in
Section 5.6(c).

         (c)      If the Institutional Trustee has or shall acquire any
"conflicting interest" within the meaning of Section 310(b) of the Trust
Indenture Act or becomes a creditor of the Sponsor or the Debenture Guarantor
during the time periods specified in Section 311 of the Trust Indenture Act,
the Institutional 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 Sections 310(b) and 311 of
the Trust Indenture Act, as applicable.

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<PAGE>

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

         (e)      The initial Institutional Trustee shall be The Bank of New
York until removed or replaced in accordance with Section 5.6.

         SECTION 5.4 Certain Qualifications of the Regular Trustees and the
Delaware Trustee Generally.

         Each Regular Trustee and the Delaware Trustee (unless the
Institutional Trustee also acts as Delaware Trustee) shall be either a natural
person who is at least 21 years of age or a legal entity that shall act through
one or more Authorized Officers.

         SECTION 5.5 Regular Trustees.

         The initial Regular Trustees shall be Sandor E. Samuels, Thomas K.
McLaughlin and Jennifer Sandefur.

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

         (b)      Unless otherwise determined by the Regular Trustees, and
except as otherwise required by the Statutory Trust Act or applicable law, any
one of the Regular Trustees is authorized to execute on behalf of the Trust any
documents which the Regular Trustees have the power and authority to execute
pursuant to Section 3.6.

         (c)      A Regular Trustee may, by power of attorney consistent with
applicable law, delegate to any other natural person over the age of 21 his or
her power for the purposes of signing any documents which the Regular Trustees
have power and authority to cause the Trust to execute pursuant to Section 3.6.

         SECTION 5.6 Appointment, Removal and Resignation of Trustees.

         (a)      Subject to Section 5.6(b), Trustees may be appointed or
removed without cause at any time:

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

                  (ii)    unless an Event of Default shall have occurred and be
         continuing after the issuance of any Securities, by vote of the
         Holders of a Majority in liquidation amount of the Common Securities
         voting as a class at a meeting of the Holders of the Common
         Securities; and

                                       29

<PAGE>

                  (iii)    if an Event of Default shall have occurred and be
         continuing, with respect to:

                           (A)      the Regular Trustees, by the 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; and

                           (B)      the Institutional Trustee and the Delaware
                  Trustee, by the 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

                  (i)      Institutional Trustee shall not be removed in
         accordance with Section 5.6(a) until a successor Institutional Trustee
         possessing the qualifications to act as Institutional Trustee under
         Section 5.3(a) (a "Successor Institutional Trustee") has been
         appointed and has accepted such appointment by written instrument
         executed by such Successor Institutional Trustee and delivered to the
         Regular Trustees, the Sponsor and the Institutional Trustee being
         removed; and

                  (ii)     Delaware Trustee shall not be removed in accordance
         with Section 5.6(a) until a successor Trustee possessing the
         qualifications to act as Delaware Trustee under Sections 5.2 and 5.4
         (a "Successor Delaware Trustee") has been appointed and has accepted
         such appointment by written instrument executed by such Successor
         Delaware Trustee and delivered to the Regular Trustees, the Sponsor
         and the Delaware Trustee being removed.

         (c)      A Trustee appointed to office shall hold office until its
successor shall have been appointed or until its death, dissolution,
termination, removal or resignation. Any Trustee may resign from office
(without need for prior or subsequent accounting) by an instrument (a
"Resignation Request") in writing signed by the Trustee and delivered to the
Sponsor 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
         Institutional Trustee shall be effective:

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

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

                  (ii)     no such resignation of the Trustee that acts as the
         Delaware Trustee shall be effective until a Successor Delaware Trustee
         has been appointed and has accepted

                                       30

<PAGE>

         such appointment by instrument executed by such Successor Delaware
         Trustee and delivered to the Trust, the Sponsor and the resigning
         Delaware Trustee.

         (d)      The Holders of the Common Securities shall use their best
efforts to promptly appoint a Successor Institutional Trustee or Successor
Delaware Trustee as the case may be if the Institutional Trustee or the
Delaware Trustee delivers a Resignation Request in accordance with this
Section 5.6.

         (e)      If no Successor Institutional Trustee or Successor Delaware
Trustee shall have been appointed and accepted appointment as provided in this
Section 5.6 within 60 days after delivery of a notice of removal or a
Resignation Request, the Institutional Trustee or Delaware Trustee resigning or
being removed, as applicable, may petition, at the expense of the Sponsor, any
court of competent jurisdiction for appointment of a Successor Institutional
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 Institutional Trustee or Successor Delaware Trustee, as the case may
be.

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

         SECTION 5.7 Vacancies among Trustees.

         If a Trustee ceases to hold office for any reason and the number of
Trustees is not reduced pursuant to Section 5.1, or if the number of Trustees
is increased pursuant to Section 5.1, a vacancy shall occur. A resolution
certifying the existence of such vacancy by the Regular Trustees or, if there
are more than two, a majority of the Regular Trustees, shall be conclusive
evidence of the existence of such vacancy. The vacancy shall be filled with a
Trustee appointed in accordance with Section 5.6.

         SECTION 5.8 Effect of Vacancies.

         The death, resignation, retirement, removal, bankruptcy, dissolution,
liquidation, incompetence or incapacity to perform the duties of a Trustee
shall not operate to annul, dissolve or terminate the Trust. Whenever a
vacancy in the number of Regular Trustees shall occur, until such vacancy is
filled by the appointment of a Regular Trustee in accordance with Section 5.6,
the Regular Trustees in office, regardless of their number, shall have all the
powers granted to the Regular Trustees and shall discharge all the duties
imposed upon the Regular Trustees by this Declaration.

         SECTION 5.9 Meetings.

         If there is more than one Regular Trustee, meetings of the Regular
Trustees shall be held from time to time upon the call of any Regular Trustee.
Regular meetings of the Regular Trustees may be held at a time and place fixed
by resolution of the Regular Trustees. Notice of any in-person meetings of the
Regular Trustees shall be hand delivered or otherwise delivered in writing
(including by facsimile, with a hard copy by overnight courier) to each Regular
Trustee not less than 48 hours before such meeting. Notice of any telephonic
meetings of the Regular

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<PAGE>

Trustees or any committee thereof shall be hand delivered or otherwise delivered
in writing (including by facsimile, with a hard copy by overnight courier) to
each Regular Trustee not less than 24 hours before a meeting. Notices shall
contain a brief statement of the time, place and anticipated purposes of the
meeting. The presence (whether in person or by telephone) of a Regular Trustee
at a meeting shall constitute a waiver of notice of such meeting except where a
Regular 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 Regular Trustees may be taken at a meeting by vote of a majority of the
Regular Trustees present (whether in person or by telephone) and eligible to
vote with respect to such matter, provided that a Quorum is present, or without
a meeting by the unanimous written consent of the Regular Trustees. In the event
there is only one Regular Trustee, any and all action of such Regular Trustee
shall be evidenced by a written consent of such Regular Trustee.

         SECTION 5.10 Delegation of Power.

         The Regular 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 Regular Trustees or otherwise as the Regular 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 Institutional Trustee or the Delaware
Trustee, as the case may be, may be merged or converted or with which either
may be consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Institutional Trustee or the Delaware Trustee, as
the case may be, shall be a party, or any Person succeeding to all or
substantially all the corporate trust business of the Institutional Trustee or
the Delaware Trustee, as the case may be, shall be the successor of the
Institutional Trustee or the Delaware Trustee, as the case may be, hereunder,
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.

                                  ARTICLE VI
                                 DISTRIBUTIONS

         SECTION 6.1 Distributions.

         Holders shall receive Distributions in accordance with the applicable
terms of the relevant Holder's Securities as set forth in Annex I. If and to
the extent that the Debenture Issuer (or the Debenture Guarantor on its behalf)
makes a payment of interest (including Compound Interest and Additional
Interest), premium and/or principal on the Debentures held by the Institutional
Trustee (the amount of any such payment being a "Payment Amount"), the
Institutional Trustee shall and is directed, to the extent funds are available
for that purpose, to make a distribution (a "Distribution") of the Payment
Amount to Holders.

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                                  ARTICLE VII
                            ISSUANCE OF SECURITIES

         SECTION 7.1 General Provisions Regarding Securities.

         (a)      The Regular Trustees shall on behalf of the Trust issue one
class of preferred securities (the "Preferred Securities"), representing
undivided beneficial interests in the assets of the Trust having such terms as
are set forth in Annex I (which terms are incorporated by reference in, and
made a part of, this Declaration as if specifically set forth herein) and one
class of common securities (the "Common Securities"), representing undivided
beneficial interests in the assets of the Trust having such terms as are set
forth in Annex I (which terms are incorporated by reference in, and made a part
of, this Declaration as if specifically set forth herein). The Trust shall
issue no securities or other interests in the assets of the Trust other than
the Preferred Securities and the Common Securities.

         (b)      The Certificates shall be signed on behalf of the Trust by
any Regular Trustee. Such signature shall be the manual or facsimile signature
of any present or any future Regular Trustees. Typographical and other minor
errors or defects in any such reproduction of any such signature shall not
affect the validity of any Security. In case any Regular Trustee of the Trust
who shall have signed any of the Securities shall cease to be such Regular
Trustee before the Certificates so signed shall be delivered by the Trust, such
Certificates nevertheless may be delivered as though the person who signed such
Certificates had not ceased to be such Regular Trustee; and any Certificate may
be signed on behalf of the Trust by such persons who, at the actual date of
execution of such Security, shall be the Regular Trustees of the Trust,
although at the date of the execution and delivery of the Declaration any such
person was not such a Regular Trustee. Certificates shall be printed,
lithographed or engraved or may be produced in any other manner as is
reasonably acceptable to the Regular Trustees, as evidenced by their execution
thereof, and may have such letters, numbers or other marks of identification or
designation and such legends or endorsements as the Regular Trustees may deem
appropriate, or as may be required to comply with any law or with any rule or
regulation of any stock exchange on which Securities may be listed, or to
conform to usage. Pending the preparation of definitive Preferred Securities,
the Regular Trustees on behalf of the Trust may execute and, upon written order
of any Regular Trustee, the Institutional Trustee shall authenticate, temporary
Preferred Securities (printed, lithographed or typewritten), substantially in
the form of the definitive Preferred Securities in lieu of which they are
issued, but with such omissions, insertions and variations as may be
appropriate for temporary Preferred Securities all as may be determined by the
Regular Trustees on behalf of the Trust upon the same conditions and in
substantially the same manner, and with like effect, as definitive Preferred
Securities. Without unnecessary delay, the Regular Trustees on behalf of the
Trust will execute and furnish and, upon written order of any Regular Trustee,
the Institutional Trustee shall authenticate, definitive Preferred Securities
and thereupon any or all temporary Preferred Securities may be surrendered to
the transfer agent and registrar in exchange therefor (without charge to the
Holders).

         (c)      At the time of the delivery of the Preferred Securities, the
Regular Trustees shall cause Certificates to be authenticated by the
Institutional Trustee on behalf of the Trust and delivered to or upon the
written order of the Trust, signed by any Regular Trustee without further
corporate action by the Sponsor, in authorized denominations as directed by the
Regular

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

         Each Preferred Security shall be dated the date of its authentication.

         The Institutional Trustee may appoint an authenticating agent
acceptable to the Trust to authenticate Preferred Securities. An
authenticating agent may authenticate Preferred Securities whenever the
Institutional Trustee may do so. Each reference in this Declaration to
authentication by the Institutional Trustee includes authentication by such
agent. An authenticating agent has the same rights as the Institutional
Trustee to deal with the Sponsor, the Debenture Guarantor or an Affiliate of
either of them, and may itself be an Affiliate of the Trust or a Related Party
of the Sponsor or the Debenture Guarantor.

         (d)      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.

         (e)      Upon issuance of the Securities as provided in this
Declaration, the Securities so issued shall be deemed to be validly issued,
fully paid and nonassessable.

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

         SECTION 7.2 Paying Agent.

         In the event that the Preferred Securities are not in book-entry only
form, the Trust shall maintain in the Borough of Manhattan, The City of New
York, State of New York, an office or agency where the Preferred Securities may
be presented for payment. The Trust may appoint the Paying Agent and may
appoint one or more additional paying agents in such other locations as it
shall determine. The term "Paying Agent" includes any additional paying agent.
The Trust may change any Paying Agent without prior notice to any Holder. The
Trust shall notify the Institutional Trustee of the name and address of any
Paying Agent not a party to this Declaration. If the Trust fails to appoint or
maintain another entity as Paying Agent, the Institutional Trustee shall act as
such. The Trust or any of its Affiliates may act as Paying Agent. The
Institutional Trustee shall initially act as Paying Agent for the Preferred
Securities and the Common Securities and, in the event that the Preferred
Securities are not in book-entry only form, the Institutional Trustee will act
as the Paying Agent and may appoint one or more additional paying agents in
such other locations as it shall determine. Any successor Paying Agent or any
additional Paying Agent shall execute and deliver to the Trustees an instrument
in which such successor Paying Agent or additional Paying Agent shall agree
with the Trustees that as Paying Agent, such successor Paying Agent or
additional Paying Agent will hold all sums, if any, held by it for payment to
the Holders in trust for the benefit of the Holders entitled thereto until such
sums shall be paid to such Holders, will give the Institutional Trustee notice
of any default by the Trust (or any other obligor on the Securities) in the
making of any payment on the Securities and will, at any time during the
continuance of any such default, upon the written request of the Institutional
Trustee, forthwith pay to the Institutional Trustee all sums so held in trust
by such

                                       34

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Paying Agent. The Paying Agent shall return all unclaimed funds to the
Institutional Trustee and upon removal of a Paying Agent such Paying Agent
shall also return all funds in its possession to the Institutional Trustee.
Any reference in this Declaration to the Paying Agent shall include any co-
paying agent unless the context requires otherwise.

                                 ARTICLE VIII
                             DISSOLUTION OF TRUST

         SECTION 8.1 Dissolution of Trust.

         (a)      The Trust shall dissolve:

                  (i)      on the expiration of the term of the Trust set forth
         in Section 3.14;

                  (ii)     upon the insolvency or bankruptcy of the Sponsor, the
         Debenture Guarantor or the Trust;

                  (iii)    upon the filing of a certificate of dissolution or
         its equivalent with respect to the Sponsor or the Debenture Guarantor;

                  (iv)     after having obtained the consent of the Holders of
         at least a Majority in liquidation amount of the Securities voting
         together as a single class to dissolve the Trust;

                  (v)      upon the revocation of the Sponsor's or Debenture
         Guarantor's charter and the expiration of 90 days after the date of
         revocation without a reinstatement thereof;

                  (vi)     upon the entry of a decree of judicial dissolution of
         the Sponsor, the Debenture Guarantor or the Trust;

                  (vii)    when all of the Securities shall have been called for
         redemption and the amounts necessary for redemption thereof, including
         any Additional Interest or Compound Interest, shall have been paid to
         the Holders in accordance with the terms of the Securities; or

                  (viii)   subject to Section 8.1(b), upon the distribution of
         all of the Debentures to the Holders in exchange for all of the
         Securities in accordance with the terms of the Securities.

         (b)      Notwithstanding the foregoing, the Trust shall not be
dissolved pursuant to Section 8.1(a)(viii) unless the Debenture Issuer has
provided the Trustees with an opinion of a nationally-recognized tax counsel
experienced in such matters to the effect that, the distribution of the
Debentures will not be a taxable event to the Holders for United States federal
income tax purposes.

         (c)      As soon as is practicable after the occurrence of an event
referred to in Section 8.1(a), after satisfaction of liabilities to creditors
of the Trust, if any, the Regular Trustees shall file a certificate of
cancellation with the Secretary of State of the State of Delaware.

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<PAGE>

         (d)      The provisions of Section 3.9 and Article X shall survive the
dissolution and termination of the Trust.

                                  ARTICLE IX
                             TRANSFER OF INTERESTS

         SECTION 9.1 Transfer of Securities.

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

         (b)      Subject to this Article IX, Preferred Securities shall be
freely transferable.

         (c)      The Sponsor may not transfer the Common Securities, provided,
however, the Sponsor may transfer Common Securities (i) in connection with a
consolidation or merger of the Sponsor into another Person or any conveyance,
transfer or lease by the Sponsor of its properties and assets substantially as
an entirety to any Person, pursuant to Article X of the Indenture or (ii) to an
Affiliate of the Sponsor in compliance with applicable law. The Regular
Trustee shall cause each Common Security Certificate to contain a legend
stating "THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH SECTION
9.1 OF THE DECLARATION OF TRUST".

         SECTION 9.2 Transfer of Certificates.

         (a)      The Regular Trustees shall provide (or direct the
Institutional Trustee to provide) for the registration of Certificates and of
transfers of Certificates, which will be effected without charge but only upon
payment (with such indemnity as the Regular Trustees may require) in respect of
any tax or other government charges that may be imposed in relation to it.
Upon surrender for registration of transfer of any Certificate, the Regular
Trustees shall cause (or direct the Institutional Trustee to cause) one or more
new Certificates to be issued and authenticated by the Institutional Trustee or
authentication agent in the name of the designated transferee or transferees.
Every Certificate surrendered for registration of transfer shall be accompanied
by a written instrument of transfer in form satisfactory to the Regular
Trustees duly executed by the Holder or such Holder's attorney duly authorized
in writing. Each Certificate surrendered for registration of transfer shall be
canceled by the Regular Trustees (or, at the direction of the Regular Trustees,
the Institutional Trustee). A transferee of a Certificate shall be entitled to
the rights and subject to the obligations of a Holder hereunder upon the
receipt by such transferee of a Certificate. By acceptance of a Certificate,
each transferee shall be deemed to have agreed to be bound by this Declaration.

         (b)      Upon receipt by the Regular Trustees of a Definitive
Preferred Security Certificate, duly endorsed or accompanied by appropriate
instruments of transfer, in form satisfactory to the Regular Trustees,
requesting transfer of such Definitive Preferred Security Certificate for a
beneficial interest in a Global Certificate, the Regular Trustees shall cancel
such Definitive Preferred Security Certificate and cause, or direct the
Depository Institution to cause, the aggregate number of Preferred Securities
represented by the appropriate Global Certificate to

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<PAGE>

be increased accordingly. If no Global Certificates are then outstanding, the
Trust shall issue and the Institutional Trustee shall authenticate and deliver,
upon written order of any Regular Trustee, an appropriate number of Preferred
Securities in global form.

         (c)      Upon receipt by the Regular Trustees from the Depository
Institution or its nominee on behalf of any Person having a beneficial interest
in a Global Certificate of written instructions or such other form of
instructions as is customary for the Depository Institution or the Person
designated by the Depository Institution, requesting transfer of a beneficial
interest in a Global Certificate for a Definitive Preferred Security
Certificate, then the Regular Trustees (or, at the direction of the Regular
Trustees, the Institutional Trustee) or the securities custodian, at the
direction of the Institutional Trustee, will cause, in accordance with the
standing instructions and procedures existing between the Depository
Institution and the securities custodian, the aggregate principal amount of the
Global Certificate to be reduced on its books and records and, following such
reduction, the Trust will execute and the Institutional Trustee will
authenticate and deliver to the transferee a Definitive Preferred Security
Certificate.

         Definitive Preferred Security Certificates issued in exchange for a
beneficial interest in a Global Certificate shall be registered in such names
and in such authorized denominations as the Depository Institution, pursuant to
instructions from its Depository Institution Participants or indirect
participants or otherwise, shall instruct the Institutional Trustee. The Trust
shall issue and the Institutional Trustee shall authenticate and deliver such
Preferred Securities to the persons in whose names such Preferred Securities
are so registered in accordance with the instructions of the Depository
Institution.

         (d)      Notwithstanding any other provisions of this Declaration, a
Global Certificate may not be transferred as a whole except by the Depository
Institution to a nominee of the Depository Institution or another nominee of
the Depository Institution or by the Depository Institution or any such nominee
to a successor Depository Institution or a nominee of such successor Depository
Institution.

         (e)      The Regular Trustees may appoint a transfer agent and
registrar ("Transfer Agent") acceptable to the Trust to perform the functions
set forth in this Section 9.2. The Transfer Agent may perform such functions
whenever the Regular Trustees may do so. Each reference in this Declaration to
registration and transfer of Preferred Securities by the Regular Trustees
includes such activities by the Transfer Agent. The Transfer Agent has the
same rights as the Regular Trustees to deal with the Sponsor or an Affiliate.
The Regular Trustees hereby appoint the Institutional Trustee to initially act
as Transfer Agent for the Preferred Securities.

         SECTION 9.3 Deemed Security Holders.

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

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<PAGE>

         SECTION 9.4 Book-Entry Interests.

         Unless otherwise specified in the terms of the Preferred Securities
set forth in Annex I, the Preferred Securities Certificates, on original
issuance, will be executed and issued by the Trust and authenticated by the
Institutional Trustee in the form of one or more, fully-registered, global
Preferred Security Certificates (each a "Global Certificate"), to be delivered
to DTC, the initial Depository Institution, by, or on behalf of, the Trust.
Such Global Certificates shall initially be registered on the books and records
of the Trust in the name of DTC or its nominee, and no Preferred Security
Beneficial Owner will receive a Definitive Preferred Security Certificate
representing such Preferred Security Beneficial Owner's interests in such
Global Certificates, except as provided in Section 9.7. Unless and until
definitive, fully registered Preferred Security Certificates (the "Definitive
Preferred Security Certificates") have been issued to the Preferred Security
Beneficial Owners pursuant to Section 9.7:

         (a)      the provisions of this Section 9.4 shall be in full force and
effect;

         (b)      the Trust and the Trustees shall be entitled to deal with the
Depository Institution, with respect to such Preferred Security Beneficial
Owners, for all purposes of this Declaration (including the payment of
Distributions on the Global Certificates and receiving approvals, votes or
consents hereunder) as the Holder of such Preferred Securities and the sole
holder of the Global Certificates and shall have no obligation to such
Preferred Security Beneficial Owners;

         (c)      to the extent that the provisions of this Section 9.4
conflict with any other provisions of this Declaration, the provisions of this
Section 9.4 shall control; and

         (d)      the rights of such Preferred Security Beneficial Owners shall
be exercised only through the Depository Institution and shall be limited to
those established by law and agreements between such Preferred Security
Beneficial Owners and the Depository Institution and/or the Depository
Institution Participants. The Depository Institution will make book-entry
transfers among the Depository Institution Participants and receive and
transmit payments of Distributions on the Global Certificates to such
Depository Institution Participants.

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

         At such time as all beneficial interests in a Global Certificate have
either been exchanged for Definitive Preferred Security Certificates to the
extent permitted by this Declaration or redeemed, repurchased or canceled in
accordance with the terms of this Declaration, such Global

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Certificate shall be returned to the Depository Institution for cancellation or
retained and canceled by the Institutional Trustee. At any time prior to such
cancellation, if any beneficial interest in a Global Certificate is exchanged
for Definitive Preferred Security Certificates, or if Definitive Preferred
Security Certificates are exchanged for a beneficial interest in a Global
Certificate, Preferred Securities represented by such Global Certificate shall
be reduced or increased and an adjustment shall be made on the books and records
of the Institutional Trustee (if it is then the securities custodian for such
Global Certificate) with respect to such Global Certificate, by the Regular
Trustees or the Institutional Trustee as securities custodian, to reflect such
reduction or increase.

         SECTION 9.5 Notices to Depository Institution.

         Whenever a notice or other communication to the Preferred Security
Holders is required under this Declaration, unless and until Definitive
Preferred Security Certificates shall have been issued to the Preferred
Security Beneficial Owners pursuant to Section 9.7, the Regular Trustees shall
give all such notices and communications specified herein to be given to the
Preferred Security Holders to the Depository Institution, and shall have no
notice obligations to the Preferred Security Beneficial Owners.

         SECTION 9.6 Appointment of Successor Depository Institution.

         If any Depository Institution elects to discontinue its services as
securities depositary with respect to the Preferred Securities, the Regular
Trustees may, in their sole discretion, appoint a successor Depository
Institution with respect to such Preferred Securities.

         SECTION 9.7 Definitive Preferred Security Certificates.

         If:

         (a)      a Depository Institution is unwilling or unable to continue
its services as securities depositary with respect to the Preferred Securities
and a successor Depository Institution is not appointed within 90 days after
such discontinuance pursuant to Section 9.6; or

         (b)      a Depository Institution ceases to be a clearing agency
registered under the Exchange Act; or

         (c)      An Event of Default has occurred and is continuing, or

         (d)      the Sponsor elects in its sole discretion to allow some or
all of the Preferred Securities to be exchangeable for Definitive Preferred
Securities in registered form,

         then, upon the request of any Preferred Securities Beneficial Owner,

                  (i)     Definitive Preferred Security Certificates shall be
         prepared by the Regular Trustees on behalf of the Trust with respect
         to such Preferred Securities; and

                  (ii)    upon surrender of the Global Certificates by the
         Depository Institution, accompanied by registration instructions, the
         Regular Trustees shall cause Definitive

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<PAGE>

         Preferred Security Certificates to be delivered to Preferred Security
         Beneficial Owners in accordance with the instructions of the Depository
         Institution. Neither the Trustees nor the Trust shall be liable for any
         delay in delivery of such instructions and each of them may
         conclusively rely on and shall be protected in relying on, said
         instructions of the Depository Institution. The Definitive Preferred
         Security Certificates shall be printed, lithographed or engraved or may
         be produced in any other manner as is reasonably acceptable to the
         Regular Trustees, as evidenced by their execution thereof, and may have
         such letters, numbers or other marks of identification or designation
         and such legends or endorsements as the Regular Trustees may deem
         appropriate, or as may be required to comply with any law or with any
         rule or regulation made pursuant thereto or with any rule or regulation
         of any stock exchange on which Preferred Securities may be listed, or
         to conform to usage.

         SECTION 9.8 Mutilated, Destroyed, Lost or Stolen Certificates.

         If:

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

         (b)      there shall be delivered to the Regular Trustees, the
Institutional Trustee or any authenticating agent such security or indemnity as
may be required by them to keep each of them harmless,

then, in the absence of actual notice that such Certificate shall have been
acquired by a protected purchaser (within the meaning of Article 8 of the
Uniform Commercial Code), any Regular Trustee on behalf of the Trust shall
execute and deliver and, upon written order of any Regular Trustee, the
Institutional Trustee shall authenticate, in exchange for or in lieu of any
such mutilated, destroyed, lost or stolen Certificate, a new Certificate of
like denomination. In connection with the issuance of any new Certificate
under this Section 9.8, the Regular Trustees may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection therewith. Any duplicate Certificate issued pursuant to this
Section shall constitute conclusive evidence of an ownership interest in the
relevant Securities, as if originally issued, whether or not the lost, stolen
or destroyed Certificate shall be found at any time.

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

         SECTION 10.1 Liability.

         (a)      Except as expressly set forth in this Declaration, the
Securities Guarantees and the terms of the Securities, the Sponsor shall not
be:

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<PAGE>

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

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

         (b)      The Debenture Issuer 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 Statutory Trust Act, the
Holders shall be entitled to the same limitation of personal liability extended
to stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware.

         SECTION 10.2 Exculpation.

         (a)      No Indemnified Person shall be liable, responsible or
accountable in damages or otherwise to the Trust or any Covered Person for any
loss, damage, expense 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, expense or claim incurred by reason of such Indemnified
Person's gross negligence (or, in the case of the Institutional Trustee,
negligence) or willful misconduct with respect to such acts or omissions.

         (b)      An Indemnified Person shall be fully protected in
conclusively 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 might properly be paid.

         SECTION 10.3 Fiduciary Duty.

         (a)      To the extent that, at law or in equity, an Indemnified
Person has duties (including fiduciary duties) and liabilities relating thereto
to the Trust or to any other Covered Person, an Indemnified Person acting under
this Declaration shall not be liable to the Trust or to any other Covered
Person for its good faith reliance on the provisions of this Declaration. The
provisions of this Declaration, to the extent that they restrict the duties and
liabilities of an Indemnified Person otherwise existing at law or in equity
(other than the duties imposed on the Institutional 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:

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<PAGE>

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

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

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

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

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

         SECTION 10.4 Indemnification.

         (a)      The Debenture Issuer shall indemnify, to the full extent
permitted by law, any Debenture Issuer Indemnified Person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Trust) by reason
of the fact that he is or was a Debenture Issuer Indemnified Person against
expenses (including reasonable attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection with
such action, suit or proceeding except that no Debenture Issuer Indemnified
Person will be indemnified for such Debenture Issuer Indemnified Person's own
gross negligence or willful misconduct. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the Debenture Issuer Indemnified Person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Trust, and, with respect to any criminal action or proceeding,
had reasonable cause to believe that his conduct was unlawful.

                  (i)      The Debenture Issuer shall indemnify, to the full
         extent permitted by law, any Debenture Issuer Indemnified Person who
         was or is a party or is threatened to be made a party to any
         threatened, pending or completed action or suit by or in the right of

                                       42

<PAGE>

         the Trust to procure a judgment in its favor by reason of the fact
         that he is or was a Debenture Issuer Indemnified Person against
         expenses (including reasonable attorneys' fees) actually and
         reasonably incurred by him in connection with the defense or
         settlement of such action or suit except that no Debenture Issuer
         Indemnified Person will be indemnified for such Debenture Issuer
         Indemnified Person's own gross negligence or willful misconduct and
         except that no such indemnification shall be made in respect of any
         claim, issue or matter as to which such Debenture Issuer Indemnified
         Person shall have been adjudged to be liable to the Trust unless and
         only to the extent that the Court of Chancery of Delaware or the court
         in which such action or suit was brought shall determine upon
         application that, despite the adjudication of liability but in view of
         all the circumstances of the case, such person is fairly and
         reasonably entitled to indemnity for such expenses which such Court of
         Chancery or such other court shall deem proper.

                  (ii)     To the extent that a Debenture Issuer Indemnified
         Person shall be successful on the merits or otherwise (including
         dismissal of an action without prejudice or the settlement of an
         action without admission of liability) in defense of any action, suit
         or proceeding referred to in paragraphs (i) and (ii) of this
         Section 10.4(a), or in defense of any claim, issue or matter therein,
         such Debenture Issuer Indemnified Person shall be indemnified, to the
         full extent permitted by law, against expenses (including reasonable
         attorneys' fees) actually and reasonably incurred by such Debenture
         Issuer Indemnified Person in connection therewith.

                  (iii)    Any indemnification under paragraphs (i) and (ii) of
         this Section 10.4(a) (unless ordered by a court) shall be made by the
         Debenture Issuer only as authorized in the specific case upon a
         determination that indemnification of the Debenture Issuer Indemnified
         Person is proper in the circumstances because he has met the
         applicable standard of conduct set forth in paragraphs (i) and (ii).
         Such determination shall be made (1) by the Regular Trustees by a
         majority vote of a quorum consisting of such Regular Trustees who were
         not parties to such action, suit or proceeding, (2) if such a quorum
         is not obtainable, or, even if obtainable, if a quorum of
         disinterested Regular Trustees so directs, by independent legal
         counsel in a written opinion or (3) by the Common Security Holder of
         the Trust.

                  (iv)     Expenses (including reasonable attorneys' fees)
         incurred by a Debenture Issuer Indemnified Person in defending a
         civil, criminal, administrative or investigative action, suit or
         proceeding referred to in paragraphs (i) and (ii) of this
         Section 10.4(a) shall be paid by the Debenture Issuer in advance of
         the final disposition of such action, suit or proceeding upon receipt
         of an undertaking by or on behalf of such Debenture Issuer Indemnified
         Person to repay such amount if it shall ultimately be determined that
         he is not entitled to be indemnified by the Debenture Issuer as
         authorized in this Section 10.4(a). Notwithstanding the foregoing, no
         advance shall be made by the Debenture Issuer if a determination is
         reasonably and promptly made (i) by the Regular Trustees by a majority
         vote of a quorum of disinterested Regular Trustees, (ii) if such a
         quorum is not obtainable, or, even if obtainable, if a quorum of
         disinterested Regular Trustees so directs, by independent legal
         counsel in a written opinion or (iii) by the Sponsor, that, based upon
         the facts known to the Regular Trustees, counsel or the Sponsor, as
         the case may be, at the time such determination is made, such
         Debenture

                                       43

<PAGE>

         Issuer Indemnified Person's actions constituted gross negligence or
         willful misconduct. In no event shall any advance be made in instances
         where the Regular Trustees, independent legal counsel or the Sponsor
         reasonably determine that such person deliberately breached his duty to
         the Trust or its Holders.

                  (v)      The indemnification and advancement of expenses
         provided by, or granted pursuant to, the other paragraphs of this
         Section 10.4(a) shall not be deemed exclusive of any other rights to
         which those seeking indemnification and advancement of expenses may be
         entitled under any agreement, vote of stockholders or disinterested
         directors of the Sponsor or Preferred Security Holders or otherwise,
         both as to action in his official capacity and as to action in another
         capacity while holding such office. All rights to indemnification
         under this Section 10.4(a) shall be deemed to be provided by a
         contract between the Debenture Issuer and each Debenture Issuer
         Indemnified Person who serves in such capacity at any time while this
         Section 10.4(a) is in effect. Any repeal or modification of this
         Section 10.4(a) shall not affect any rights or obligations then
         existing.

                  (vi)     The Debenture Issuer or the Trust may purchase and
         maintain insurance on behalf of any person who is or was a Debenture
         Issuer Indemnified Person against any liability asserted against him
         and incurred by him in any such capacity, or arising out of his status
         as such, whether or not the Debenture Issuer would have the power to
         indemnify him against such liability under the provisions of this
         Section 10.4(a).

                  (vii)    For purposes of this Section 10.4(a), references to
         "the Trust" shall include, in addition to the resulting or surviving
         entity, any constituent entity (including any constituent of a
         constituent) absorbed in a consolidation or merger, so that any Person
         who is or was a director, trustee, officer or employee of such
         constituent entity, or is or was serving at the request of such
         constituent entity as a director, trustee, officer, employee or agent
         of another entity, shall stand in the same position under the
         provisions of this Section 10.4(a) with respect to the resulting or
         surviving entity as he would have with respect to such constituent
         entity if its separate existence had continued.

                  (viii)   The indemnification and advancement of expenses
         provided by, or granted pursuant to, this Section 10.4(a) shall,
         unless otherwise provided when authorized or ratified, continue as to
         a Person who has ceased to be a Debenture Issuer Indemnified Person
         and shall inure to the benefit of the heirs, executors and
         administrators of such a Person.

         (b)      The Debenture Issuer agrees to indemnify (i) the
Institutional Trustee, (ii) the Delaware Trustee, (iii) any Affiliate of the
Institutional Trustee and the Delaware Trustee and (iv) any officers,
directors, shareholders, members, partners, employees, representatives,
custodians, nominees or agents of the Institutional Trustee and the Delaware
Trustee (each of the Persons in (i) through (iv) being referred to as a
"Fiduciary Indemnified Person") for, and to hold each Fiduciary Indemnified
Person harmless against, any and all loss, liability, damage, claim or expense
(including taxes) incurred without gross negligence (or, in the case of the
Institutional Trustee, negligence) or willful misconduct on its part, arising
out of or in connection with the acceptance or administration of the trust or
trusts hereunder, including the costs and expenses

                                       44

<PAGE>

(including reasonable legal fees and expenses) of defending itself against or
investigating any claim (regardless of who has asserted such claim) or liability
in connection with the exercise or performance of any of its powers or duties
hereunder. The obligation to indemnify as set forth in this Section 10.4(b)
shall survive the resignation or removal of the Institutional Trustee or the
Delaware Trustee, as the case may be, and the satisfaction and discharge of this
Declaration.

         SECTION 10.5 Outside Businesses

         Any Covered Person, the Sponsor, the Delaware Trustee and the
Institutional Trustee (subject to Section 5.3(c)) may engage in or possess an
interest in other business ventures of any nature or description, independently
or with others, similar or dissimilar to the business of the Trust, and the
Trust and the Holders shall have no rights by virtue of this Declaration in and
to such independent ventures or the income or profits derived therefrom, and
the pursuit of any such venture, even if competitive with the business of the
Trust, shall not be deemed wrongful or improper. No Covered Person, the
Sponsor, the Delaware Trustee or the Institutional Trustee shall be obligated
to present any particular investment or other opportunity to the Trust even if
such opportunity is of a character that, if presented to the Trust, could be
taken by the Trust, and any Covered Person, the Sponsor, the Delaware Trustee
and the Institutional Trustee shall have the right to take for its own account
(individually or as a partner or fiduciary) or to recommend to others any such
particular investment or other opportunity. Any Covered Person, the Delaware
Trustee and the Institutional Trustee may engage or be interested in any
financial or other transaction with the Sponsor or any Affiliate of the
Sponsor, or may act as depositary for, trustee or agent for, or act on any
committee or body of holders of, securities or other obligations of the Sponsor
or its Affiliates.

         SECTION 10.6 Compensation; Fees

         The Debenture Issuer agrees:

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

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

         (c)      the provisions of this Section 10.6 shall survive the
termination of this Declaration and the resignation or removal of the Trustees.

                                       45

<PAGE>

                                  ARTICLE XI
                                  ACCOUNTING

         SECTION 11.1 Fiscal Year.

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

         SECTION 11.2 Certain Accounting Matters.

         (a)      At all times during the existence of the Trust, the Regular
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 books of account and the records of the
Trust shall be examined by and reported upon as of the end of each Fiscal Year
of the Trust by a firm of independent certified public accountants selected by
the Regular Trustees. The books and records of the Trust, together with a copy
of the Declaration and a certified copy of the Certificate of Trust, and any
amendment thereto shall at all times be maintained at the principal office of
the Trust and shall be open for inspection for any examination by any Holder or
its duly authorized representative for any purpose reasonably related to its
interest in the Trust during normal business hours.

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

         (c)      The Regular Trustees shall cause to be duly prepared and
delivered to each of the Holders, 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 Regular Trustees shall endeavor to deliver
all such statements within 30 days after the end of each Fiscal Year of the
Trust.

         (d)      The Regular Trustees shall cause to be duly prepared and
filed with the appropriate taxing authority, any annual income tax returns
required to be filed by the Regular Trustees on behalf of the Trust with any
United States federal, state or local taxing authority.

         SECTION 11.3 Banking.

         The Trust shall maintain one or more bank accounts in the name and for
the sole benefit of the Trust; provided, however, that all payments of funds in
respect of the Debentures held by the Institutional Trustee shall be made
directly to the Institutional Trustee Account and no other funds of the Trust
shall be deposited in the Institutional Trustee Account. The sole signatories
for such accounts shall be designated by the Regular Trustees; provided,
however, that the Institutional Trustee shall designate the signatories for the
Institutional Trustee Account.

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<PAGE>

         SECTION 11.4 Withholding.

         The Trust and the Regular Trustees shall comply with all withholding
requirements under United States federal, State and local law. The Trust shall
request, and the Holders shall provide to the Trust, such forms or certificates
as are necessary to establish an exemption from withholding with respect to
each Holder, and any representations and forms as shall reasonably be requested
by the Trust to assist it in determining the extent of, and in fulfilling, its
withholding obligations. The Regular 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 over withholding, Holders shall be limited to an action
against the applicable jurisdiction. If the amount required to be withheld was
not withheld from actual Distributions made, the Trust may reduce subsequent
Distributions by the amount of such withholding.

                                  ARTICLE XII
                            AMENDMENTS AND MEETINGS

         SECTION 12.1 Amendments.

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

                  (i)      the Regular Trustees (or, if there are more than two
         Regular Trustees, a majority of the Regular Trustees);

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

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

         Neither the Institutional Trustee nor the Delaware Trustee shall be
required to enter into any amendment to this Declaration that affects its own
rights, duties or immunities under this Declaration.

         (b)      No amendment shall be made, and any such purported amendment
shall be void and ineffective:

                  (i)      unless, in the case of any proposed amendment, the
         Institutional Trustee shall have first received an Officers'
         Certificate from each of the Trust and the Sponsor that such amendment
         is permitted by, and conforms to, the terms of this Declaration
         (including the terms of the Securities) and that all conditions
         precedent to the execution and delivery of such amendment have been
         satisfied;

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<PAGE>

                  (ii)     unless, in the case of any proposed amendment which
         affects the rights, powers, duties, obligations or immunities of the
         Institutional Trustee, the Institutional Trustee shall have first
         received:

                           (A)      an Officers' Certificate from each of the
                  Trust and the Sponsor that such amendment is permitted by,
                  and conforms to, the terms of this Declaration (including the
                  terms of the Securities) and that all conditions precedent to
                  the execution and delivery of such amendment have been
                  satisfied; and

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

                  (iii)    to the extent the result of such amendment would be
         to:

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

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

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

         (c)      At such time after the Trust has issued any Securities that
remain outstanding, any amendment that would adversely affect the rights,
privileges or preferences of any Holder may be effected only with such
additional requirements as may be set forth in the terms of such Securities;

         (d)      Sections 4.4,  9.1(c) and this Section 12.1 shall not be
amended without the consent of all of the Holders of the Securities;

         (e)      Article IV shall not be amended without the consent of the
Holders of a Majority in liquidation amount of the Common Securities;

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

         (g)      Notwithstanding Section 12.1(c), this Declaration may be
amended by the Sponsor and the Trustees without the consent of the Holders to:

                  (i)      cure any ambiguity;

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

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<PAGE>

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

                  (iv)     conform to any change in Rule 3a-5 or written change
         in interpretation or application of Rule 3a-5 by any legislative body,
         court, government agency or regulatory authority which amendment does
         not have a material adverse effect on the right, preferences or
         privileges of the Holders; and

                  (v)      preserve the status of the Trust as a grantor trust
         for United States federal income tax purposes; and

         (h)      Notwithstanding Section 12.1(c), this Declaration may be
amended by the Sponsor, the Debenture Guarantor and the Trustees without the
consent of the Holders to add to the covenants, restrictions or obligations of
the Debenture Guarantor.

         SECTION 12.2 Meetings of the Holders of Securities; Action by Written
Consent.

         (a)      Meetings of the Holders of any class of Securities may be
called at any time by the Regular Trustees (or as provided in the terms of the
Securities) to consider and act on any matter on which Holders of such class of
Securities are entitled to act under the terms of this Declaration, the terms
of the Securities or the rules of any stock exchange on which the Preferred
Securities are listed or admitted for trading. The Regular Trustees shall call
a meeting of the Holders of such class if directed to do so by the Holders of
at least 10% in liquidation amount of such class of Securities. Such direction
shall be given by delivering to the Regular Trustees one or more calls in a
writing stating that the signing Holders wish to call a meeting and indicating
the general or specific purpose for which the meeting is to be called. Any
Holders calling a meeting shall specify in writing the Certificates held by the
Holders exercising the right to call a meeting and only those Securities
specified shall be counted for purposes of determining whether the required
percentage set forth in the second sentence of this paragraph has been met.

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

                  (i)      notice of any such meeting shall be given to all the
         Holders 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 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 Holders. Any action that
         may be taken at a meeting of the Holders 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 owning not less than the
         minimum amount of Securities in liquidation amount that would be
         necessary to authorize or take such action at a meeting at which all
         Holders 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 entitled to vote who have not consented in writing.
         The Regular 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
         Regular Trustees;

                                       49

<PAGE>

                  (ii)     each Holder may authorize any Person to act for it by
         proxy on all matters in which a Holder 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 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 were stockholders of a Delaware
         corporation;

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

                  (iv)     unless the Statutory Trust Act, this Declaration, the
         terms of the Securities, the Trust Indenture Act or the listing rules
         of any stock exchange on which the Preferred Securities are then
         listed or trading, otherwise provides, the Regular Trustees, in their
         sole discretion, shall establish all other provisions relating to
         meetings of Holders, including notice of the time, place or purpose of
         any meeting at which any matter is to be voted on by any Holders,
         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 INSTITUTIONAL TRUSTEE AND DELAWARE TRUSTEE

         SECTION 13.1 Representations and Warranties of Institutional Trustee.

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

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

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

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<PAGE>

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

         (d)      no consent, approval or authorization of, or registration
with or notice to, any State or federal banking authority having jurisdiction
over the trust powers of the Institutional Trustee is required for the
execution, delivery or performance by the Institutional Trustee, of this
Declaration; and

         (e)      the Institutional Trustee satisfies the qualifications set
forth in Section 5.3(a).

         SECTION 13.2 Representations and Warranties of Delaware Trustee.

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

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

         (b)      the Delaware Trustee has been authorized to perform its
obligations under the Certificate of Trust and this Declaration. The
Declaration under Delaware law 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)      no consent, approval or authorization of, or registration
with or notice to, any State or Federal banking authority having jurisdiction
over the trust powers of the Delaware Trustee is required for the execution,
delivery or performance by the Delaware Trustee, of this Declaration; and

         (d)      the Delaware Trustee satisfies the qualifications set forth
in Section 5.2.

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<PAGE>

                                  ARTICLE XIV
                                 MISCELLANEOUS

         SECTION 14.1 Notices.

         All notices provided for in this Declaration shall be in writing, duly
signed by the party giving such notice, and shall be delivered, telecopied or
mailed by first class mail, as follows:

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

                  Countrywide Capital IV
                  c/o Countrywide Financial Corporation
                  4500 Park Granada
                  Calabasas, California 91302
                  Attention: General Counsel

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

                  The Bank of New York (Delaware)
                  White Clay Center, Route 273
                  Newark, Delaware 19711
                  Attention: Corporate Trust Administration

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

                  The Bank of New York
                  101 Barclay Street
                  New York, New York  10286
                  Attention: Corporate Trust Administration
                  Telecopy: (212) 896-7298

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

                  Countrywide Financial Corporation
                  4500 Park Granada
                  Calabasas, California 91302
                  Attention: General Counsel

                                       52

<PAGE>

         (e)      if given to the Debenture Guarantor, at the mailing address
set forth below (or such other address as the Debenture Guarantor may give
notice to the Trustees and the Trust):

                  Countrywide Home Loans, Inc.
                  4500 Park Granada
                  Calabasas, California 91302
                  Attention: General Counsel

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

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

         SECTION 14.2 Governing Law.

         THIS DECLARATION AND THE RIGHTS OF THE PARTIES HEREUNDER SHALL BE
GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
DELAWARE AND ALL RIGHTS AND REMEDIES SHALL BE GOVERNED BY SUCH LAWS WITHOUT
REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

         SECTION 14.3 Intention of the Parties.

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

         SECTION 14.4 Headings.

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

         SECTION 14.5 Successors and Assigns.

         Whenever in this Declaration any of the parties hereto is named or
referred to, the successors and assigns of such party shall be deemed to be
included, and all covenants and agreements in this Declaration by the Sponsor
and the Trustees shall bind and inure to the benefit of their respective
successors and assigns, whether so expressed.

         SECTION 14.6 Partial Enforceability.

         If any provision of this Declaration, or the application of such
provision to any Person or circumstance, shall be held invalid, the remainder
of this Declaration, or the application of such

                                       53

<PAGE>

provision to persons or circumstances other than those to which it is held
invalid, shall not be affected thereby.

         SECTION 14.7 Counterparts.

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

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<PAGE>

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

                                    ________________________________________
                                    Sandor E. Samuels, as Regular Trustee

                                    ________________________________________
                                    Thomas K. McLaughlin, as Regular Trustee

                                    ________________________________________
                                    Jennifer Sandefur, as Regular Trustee

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

                                    ________________________________________
                                    Name:
                                    Title:           Authorized Signatory

                                    THE BANK OF NEW YORK,
                                    as Institutional Trustee

                                    ________________________________________
                                    Name:
                                    Title:           Authorized Signatory

                                    COUNTRYWIDE FINANCIAL
                                    CORPORATION, as Sponsor and Debenture
                                    Issuer

                                    ________________________________________
                                    Name:
                                    Title:

                                    COUNTRYWIDE HOME LOANS, INC.,
                                    as Debenture Guarantor

                                    ________________________________________
                                    Name:
                                    Title:

                                       55

<PAGE>

                                    ANNEX I
                   TERMS OF 6.75% TRUST PREFERRED SECURITIES
                       TERMS OF 6.75% COMMON SECURITIES

         Pursuant to Section 7.1 of the Amended and Restated Declaration of
Trust, dated as of April 11, 2003 (as amended from time to time, the
"Declaration"), the designation, rights, privileges, restrictions, preferences
and other terms and provisions of the Securities are set out below (each
capitalized term used but not defined herein has the meaning set forth in the
Declaration or, if not defined in the Declaration, as defined in the
Prospectus):

         1.       Designation and Number.

         (a)      Preferred Securities. Up to 20,000,000 Preferred Securities
of the Trust with an aggregate stated liquidation amount with respect to the
assets of the Trust of up to $500,000,000 and a stated liquidation amount with
respect to the assets of the Trust of $25 per preferred security, are hereby
designated for the purposes of identification only as 6.75% Trust Preferred
Securities (the "Preferred Securities"). The Preferred Security Certificates
evidencing the Preferred Securities shall be substantially in the form of
Exhibit A-1 to the Declaration, with such changes and additions thereto or
deletions therefrom as may be required by ordinary usage, custom or practice or
to conform to the rules of any stock exchange on which the Preferred Securities
are listed.

         (b)      Common Securities. Up to 618,557 Common Securities of the
Trust with an aggregate stated liquidation amount with respect to the assets of
the Trust of up to $15,463,925 and a stated liquidation amount with respect to
the assets of the Trust of $25 per common security, are hereby designated for
the purposes of identification only as 6.75% Common Securities (the "Common
Securities"). The Common Security Certificates evidencing the Common
Securities shall be substantially in the form of Exhibit A-2 to the
Declaration, with such changes and additions thereto or deletions therefrom as
may be required by ordinary usage, custom or practice.

         (c)      The Preferred Securities and the Common Securities represent
undivided beneficial interests in the assets of the Trust.

         (d)      In connection with the purchase of the Securities, the
Debenture Issuer will deposit in the Trust, and the Trust will purchase,
respectively, as trust assets, Debentures of the Debenture Issuer having an
aggregate principal amount of up to $515,463,925, and bearing interest at an
annual rate equal to the annual Distribution rate on the Preferred Securities
and Common Securities and having payment and redemption provisions which
correspond to the payment and redemption provisions of the Preferred Securities
and Common Securities.

         2.       Distributions.

         (a)      Distributions payable on each Security will be fixed at a
rate per annum of 6.75% (the "Coupon Rate") of the stated liquidation amount of
$25 per Security, such rate being the rate of interest payable on the
Debentures to be held by the Institutional Trustee. Distributions in arrears
for more than one quarter will bear interest thereon compounded quarterly at
the Coupon Rate ("Compound Interest") (to the extent permitted by applicable
law). The term

                                      A-1

<PAGE>

 "Distributions" as used herein includes such cash distributions
and any such interest (including Additional Interest and Compound Interest)
payable unless otherwise stated. A Distribution will be made by the
Institutional Trustee only to the extent that payments are made in respect of
the Debentures held by the Institutional Trustee and to the extent the Trust
has funds available in the Institutional Trustee Account. 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 calendar month (but not to exceed 30 days in
any month).

         (b)      Distributions on the Securities will be cumulative, will
accrue from April 11, 2003 and, except as otherwise described below, will be
payable quarterly in arrears, on January 1, April 1, July 1 and October 1 of
each year, commencing on July 1, 2003 when, as and if available for payment,
except as otherwise described below (each, a "Distribution Payment Date"). If
no Event of Default has occurred or is continuing under the Debentures, the
Debenture Issuer has the right under the Indenture to defer payments of
interest on the Debentures by extending the interest payment period from time
to time on the Debentures for a period not exceeding 20 consecutive quarters
(each an "Extension Period"), during which Extension Period no interest shall
be due and payable on the Debentures, provided that no Extension Period shall
last beyond the Stated Maturity of the Debentures. As a consequence of such
deferral, Distributions will also be deferred. Despite such deferral,
quarterly Distributions will continue to accrue with interest thereon at the
Coupon Rate compounded quarterly (to the extent permitted by applicable law)
during any such Extension Period, and the amount of any such deferred
Distributions will themselves accrue interest (to the extent permitted by
applicable law) at the Coupon Rate compounded quarterly. Prior to the
termination of any such Extension Period, the Debenture Issuer may further
extend such Extension Period; provided that such Extension Period, together
with all such previous and further extensions thereof, may not exceed 20
consecutive quarters or extend beyond the Stated Maturity of the Debentures.
Any interest accrued on the Debentures during an Extension Period shall be paid
Pro Rata to holders of Debentures on the first payment date following the
Extension Period and the Payment Amount shall be paid Pro Rata to the Holders
on the first Distribution Payment Date following the Extension Period. Upon
the termination of any Extension Period and the payment of all amounts then
due, the Debenture Issuer may commence a new Extension Period, subject to the
above requirements. So long as any Preferred Securities of the Trust remain
outstanding, if (A) if an Event of Default occurs under the Indenture or the
Preferred Securities Guarantee or (B) the Debenture Issuer exercises the right
to defer payments of interest on the Debentures, then (i) neither the Debenture
Issuer nor the Debenture Guarantor shall declare or pay any dividend on, make
any distribution relating to, or redeem, purchase, acquire, or make a
liquidation payment relating to, any of its capital stock (other than
(a) repurchases, redemptions or other acquisitions of shares of capital stock
of the Debenture Issuer or the Debenture Guarantor, as the case may be, in
connection with the satisfaction by the Debenture Issuer or the Debenture
Guarantor, as the case may be, of its obligations under any employee benefit
plans or any other contractual obligation of the Debenture Issuer or the
Debenture Guarantor (other than a contractual obligation ranking pari passu
with or junior to the Debentures or the Debenture Guarantee, in the respective
cases of the Debenture Issuer or the Debenture Guarantor), as the case may be,
(b) as a result of a reclassification of the capital stock of the Debenture
Issuer or the Debenture Guarantor, as the case may be, or the exchange or
conversion of one class or series of

                                      A-2

<PAGE>

the capital stock of the Debenture Issuer or the Debenture Guarantor, as the
case may be, for another class or series of the capital stock of the Debenture
Issuer or the Debenture Guarantor, as the case may be, (c) the purchase of
fractional interests in shares of the capital stock of the Debenture Issuer or
the Debenture Guarantor pursuant to the conversion or exchange provisions of
such capital stock or the security being converted or exchanged or (d) dividends
and distributions made on the capital stock of the Debenture Issuer or Debenture
Guarantor or rights to acquire such capital stock with capital stock of the
Debenture Issuer or the Debenture Guarantor or other rights to acquire such
capital stock), (ii) neither the Debenture Issuer nor the Debenture Guarantor
shall make any payment of interest, principal or premium, if any, on, or repay,
repurchase or redeem any debt securities issued by the Debenture Issuer or the
Debenture Guarantor, as the case may be, that rank pari passu with or junior to
such Debentures or Debenture Guarantee, in the respective cases of the Debenture
Issuer or the Debenture Guarantor and (iii) neither the Debenture Issuer nor the
Debenture Guarantor shall make any guarantee payments with respect to the
foregoing (other than pursuant to the Preferred Securities Guarantee or the
Debenture Guarantee). Notwithstanding the foregoing, the exception for
distributions on capital stock of the Debenture Issuer or the Debenture
Guarantor provided under clause (i)(d) above shall not be applicable during an
Extension Period.

         (c)      Distributions on the Securities will be payable promptly by
the Institutional Trustee and only to the extent the Trust has
received immediately available funds from the Debenture Issuer or Debenture
Guarantor, as the case may be, to the Holders thereof as they appear on the
books and records of the Trust on the relevant record dates, which will be, as
long as the Preferred Securities remain in book-entry form, one Business Day
prior to the relevant payment date and, in the event the Preferred Securities
are not in book-entry form, the December 15, March 15, June 15 and September 15
next preceding the relevant payment date. The record dates and distribution
dates shall be the same as the record dates and payment dates on the
Debentures. Distributions payable on any Securities that are not punctually
paid on any Distribution Payment Date, as a result of the Debenture Issuer (or
the Debenture Guarantor on its behalf) having failed to make the corresponding
interest payment on the Debentures, will forthwith 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
established by the Regular Trustees, which record date shall correspond to the
special record date or other specified date determined in accordance with the
Indenture; provided, however, that Distributions shall not be considered
payable on any Distribution Payment Date falling within an Extension Period
unless the Debenture Issuer (or the Debenture Guarantor on its behalf) has
elected to make a full or partial payment of interest accrued on the Debentures
on such Distribution Payment Date. Payments of accrued Distributions deferred
during any Extension Period will be payable to the Person in whose name the
applicable Securities appear on the books and records of the Trust on the first
record date after the end of any Extension Period. Distributions on the
Securities will be paid by the Trust through the Institutional Trustee, and the
Institutional Trustee will hold all amounts received from the Debenture Issuer
or the Debenture Guarantor, as the case may be, from the Debentures for the
benefit of the Holders of the Securities. All Distributions paid with respect
to the Securities shall be paid on a Pro Rata basis to Holders thereof entitled
thereto. If any date on which Distributions are payable on the
Securities is not a Business Day, then payment of the Distribution payable on
such date will be made on the next succeeding day that is a Business Day (and
without any interest or other payment in respect of any such delay) except

                                      A-3

<PAGE>

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

         (d)      If at any time while the Institutional Trustee is the Holder
of any Debentures, the Trust or the Institutional Trustee is required to pay
any taxes, duties, assessments or governmental charges of whatever nature
(other than withholding taxes) imposed by the United States or any other taxing
authority, then, in any such case, the Debenture Issuer (or the Debenture
Guarantor on its behalf) will pay as additional interest ("Additional
Interest") on the Debentures held by the Institutional Trustee, such amounts as
shall be required so that the net amounts received and retained by the Trust
and the Institutional Trustee after paying any such taxes, duties, assessments
or other governmental charges will be equal to the amounts the Trust and the
Institutional Trustee would have received had no such taxes, duties,
assessments or other governmental charges been imposed.

         (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 among the Holders.

         3.       Liquidation Distribution Upon Dissolution.

         In the event of any voluntary or involuntary dissolution (except with
respect to Sections 8.1(a)(vii), 8.1(a)(viii) and 8.1(a)(ix) of the
Declaration) of the Trust (each a "Liquidation"), the Holders on the date of
the Liquidation will be entitled to receive Pro Rata out of the assets of the
Trust available for distribution to Holders from the Institutional Trustee's
account after satisfaction of liabilities of creditors distributions in an
amount equal to the aggregate of the stated liquidation amount of $25 per
Security plus accrued and unpaid Distributions thereon to the date of payment
(such amount being the "Liquidation Distribution"), unless, in connection with
such Liquidation, Debentures in an aggregate stated principal amount equal to
the aggregate stated liquidation amount of such Securities, with an interest
rate equal to the Coupon Rate of, and bearing accrued and unpaid interest in an
amount equal to the accrued and unpaid Distributions on, such Securities, shall
be distributed on a Pro Rata basis to the Holders in exchange for such
Securities. If, upon any Liquidation, the Liquidation Distribution cannot be
paid in full because the Trust does not have sufficient assets available for
distribution to the Holders from the Institutional Trustee's account, the
amounts of the Liquidation Distribution payable directly by the Trust shall be
distributed on a Pro Rata basis to the Holders.

         4.       Redemption and Distribution.

         (a)      Redemption of the Securities will occur simultaneously with
any repayment of the Debentures. The Debentures will mature on April 1, 2033
(the "Stated Maturity"), and are prepayable as set forth in this Section 4.
Upon the repayment of the Debentures in whole or in part, whether at maturity
or upon redemption, the proceeds from such repayment or payment shall be
deposited by the Debenture Issuer in the Institutional Trustee's Account and
then simultaneously applied by the Institutional Trustee to redeem Securities
having an aggregate liquidation amount equal to the aggregate principal amount
of the Debentures so repaid or redeemed at the Redemption Price. Securities
redeemed upon maturity of the Debentures will be redeemed at a redemption price
of 100% of the liquidation amount of $25 per Security plus an

                                      A-4

<PAGE>

amount equal to accrued and unpaid Distributions thereon at the date of
redemption, payable in cash (the "Redemption Price"). If fewer than all the
outstanding Securities are to be so redeemed, the Securities will be redeemed
Pro Rata and the Preferred Securities to be redeemed will be as described in
Section 4(f)(ii) below.

         (b)      The Debentures are prepayable prior to the Stated Maturity at
the option of the Debenture Issuer (i) in whole or in part, from time to time,
on or after April 11, 2008 or (ii) at any time prior to April 11, 2008 in whole
but not in part, upon the occurrence and continuation of a Special Redemption
Event, in either case at a prepayment price (the "Prepayment Price") equal to
100% of the principal amount thereof, plus accrued and unpaid interest thereon
(including Additional Interest and Compound Interest, if any) to the date of
prepayment.

         (c)      The following terms used herein shall be defined as follows:

         "Investment Company Event" means that the Debenture Issuer shall have
received an opinion of independent legal counsel experienced in such matters,
who may be an employee of the Debenture Issuer, to the effect that, as a result
of the occurrence of a change in law or regulation or a change in
interpretation or application of law or regulation by any legislative body,
courts, governmental agency or regulatory authority on or after the date of
original issuance of the preferred securities by the Trust, the Trust is or
will be considered an "investment company" that is required to be registered
under the Investment Company Act.

         "Regulatory Capital Event" means that the Debenture Issuer determines,
based on an opinion of counsel experienced in such matters, who may be an
employee of the Debenture Issuer or any of its Affiliates, that, as a result of
(a) any amendment to, clarification of or change (including any announced
prospective change) in, applicable laws or regulations or official
interpretations thereof or policies with respect thereto or (b) any official
administrative pronouncement or judicial decision interpreting or applying such
laws or regulations, which amendment or change is effective or such
pronouncement or decision is announced on or after the original issuance of the
Preferred Securities, there is more than an insubstantial risk that the
Debenture Issuer, or any bank holding company of which the Debenture Issuer is
a subsidiary, will not be able to treat the Preferred Securities as Tier 1
capital (or its equivalent) for purposes of the Debenture Issuer's primary
federal regulator's capital guidelines as then in effect and applicable to the
Debenture Issuer;

         "Special Redemption Event" means a Tax Event, an Investment Company
Event or a Regulatory Capital Event, as the case may be.

         "Tax Event" means that the Regular Trustees and the Institutional
Trustee shall have received an opinion of a nationally recognized independent
tax counsel experienced in such matters to the effect that, as a result of (a)
any amendment to, or change (including any announced prospective change) in,
the laws or any regulations thereunder of the United States or any political
subdivision or taxing authority thereof or therein or (b) any official
administrative pronouncement or judicial decision interpreting or applying such
laws or regulations, which amendment or change is effective or such
pronouncement or decision is announced on or after the date of the original
issuance of the Securities, there is more than an insubstantial risk that (i)
the Trust is, or will be within 90 days of the date of such opinion, subject to
United States federal

                                      A-5

<PAGE>

income tax with respect to income received or accrued on the Debentures, (ii)
interest payable on the Debentures is not, or within 90 days of the date thereof
will not be, deductible by the Debenture Issuer, in whole or in part, for United
States federal income tax purposes or (iii) the Trust is, or will be within 90
days of the date thereof, subject to other taxes, duties or other governmental
charges.

         In the event the opinion relates to clause (iii) above, such taxes,
duties or other governmental charges shall, in the opinion of the Regular
Trustees as set forth in an Officer's Certificate to the Institutional Trustee,
be more than de minimis.

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

         (e)      The Debenture Issuer will have the right at any time to
dissolve the Trust and, after satisfaction of liabilities to creditors of the
Trust, if any, cause the Debentures to be distributed to the Holders, provided
that the Debenture Issuer shall first have delivered to the Institutional
Trustee an opinion of nationally recognized tax counsel to the effect that such
distribution of the Debentures to the Holders of the Preferred Securities will
not be a taxable event for United States federal income tax purposes. If the
Debentures are distributed to the Holders and the Preferred Securities are then
listed on an exchange, the Debenture Issuer will use its best efforts to cause
the Debentures to be listed on the NYSE or on such other exchange as the
Preferred Securities are then listed.

         On the date fixed for any distribution of Debentures upon dissolution
of the Trust, (i) the Preferred Securities will no longer be deemed to be
outstanding, (ii) the Depository Institution or its nominee, as the record
holder of the Preferred Securities, will receive a registered global
certificate or certificates representing the Debentures to be delivered upon
such distribution and (iii) any certificates representing Preferred Securities
not held by the Depository Institution or its nominee will be deemed to
represent Debentures having an aggregate principal amount equal to the
aggregate stated liquidation amount of, with an interest rate identical to the
distribution rate of, and accrued and unpaid interest equal to accrued and
unpaid distributions on, such Preferred Securities until such certificates are
presented to the Debenture Issuer or its agent for transfer or reissuance.

         (f)      The following procedures apply to a Redemption or
Distribution of the Debentures.

                  (i)      Notice of any redemption of the Debentures, or notice
                           of distribution of Debentures in exchange for the
                           Securities (a "Redemption/Distribution Notice") will
                           be given by the Trust by mail to each Holder of
                           Securities to be redeemed or exchanged not fewer than
                           30 nor more than 60 days before the date fixed for
                           redemption or exchange thereof which, in the case of
                           a redemption, will be the date fixed for redemption
                           of the Debentures. For purposes of the calculation of
                           the date of redemption or exchange and the dates on
                           which notices are given pursuant to this Section
                           4(f)(i), a Redemption/Distribution Notice shall be
                           deemed to be given on the day

                                      A-6

<PAGE>

                           such notice is first mailed by first-class mail,
                           postage prepaid, to Holders. Each
                           Redemption/Distribution Notice shall be addressed to
                           the Holders at the address of each such Holder
                           appearing in the books and records of the Trust. No
                           defect in the Redemption/Distribution Notice or in
                           the mailing of either thereof with respect to any
                           Holder shall affect the validity of the redemption or
                           exchange proceedings with respect to any other
                           Holder.

                  (ii)     In the event that fewer than all the outstanding
                           Securities are to be redeemed, the Securities to be
                           redeemed shall be redeemed Pro Rata from each Holder,
                           it being understood that, in respect of Preferred
                           Securities registered in the name of and held of
                           record by the Depository Institution or its nominee,
                           the distribution of the proceeds of such redemption
                           will be made to each Depository Institution
                           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 Trust gives
                           a Redemption/Distribution Notice, which notice may
                           only be issued if the Debentures are redeemed as set
                           out in this Section 4 (which notice will be
                           irrevocable), then by 10:00 a.m., New York City time,
                           on the redemption date, the Debenture Issuer will
                           deposit with one or more paying agents an amount of
                           money sufficient to redeem on the redemption date all
                           the Securities so called for redemption at the
                           Redemption Price. If a Redemption/Distribution Notice
                           shall have been given and funds deposited as
                           required, if applicable, then immediately prior to
                           the close of business on the date of such deposit, or
                           on the redemption date, as applicable, distributions
                           will cease to accrue on the Securities so called for
                           redemption, such Securities so called for redemption
                           will no longer be deemed to be outstanding and all
                           rights of Holders of such Securities so called for
                           redemption will cease, except the right of the
                           Holders of such Securities to receive the Redemption
                           Price, but without interest on such Redemption Price.
                           On presentation and surrender of such Securities at a
                           place of payment specified in said notice, the said
                           Securities or the specified portions thereof shall be
                           paid and redeemed by the Trust at the Redemption
                           Price. Neither the Regular Trustees nor the Trust
                           shall be required to register or cause to be
                           registered the transfer of any Securities that have
                           been so called for redemption. If any date fixed for
                           redemption of Securities is not a Business Day, then
                           payment of the Redemption Price payable on such date
                           will be made on the next succeeding day that is a
                           Business Day (and without any interest or other
                           payment in respect of any such delay) except that, if
                           such Business Day falls in the next calendar year,
                           such payment will be made on the immediately
                           preceding Business Day, in each case with the same
                           force and effect as if made on such date fixed for
                           redemption. If (i) the Debenture Issuer fails to
                           repay the Debentures on the date of their Stated
                           Maturity or on the date fixed for the redemption
                           thereof, (ii) the Debenture Guarantor fails to may a
                           required payment under the Debenture Guarantee, (iii)
                           payment of the Redemption

                                      A-7

<PAGE>

                           Price in respect of any Securities is improperly
                           withheld or refused and not paid either by the
                           Institutional Trustee or by the Debenture Issuer or
                           the Debenture Guarantor, each as guarantor pursuant
                           to the relevant Securities Guarantee, then
                           Distributions on such Securities will continue to
                           accrue from the original redemption date to the
                           actual date of payment, in which case the actual
                           payment date will be considered the date fixed for
                           redemption for purposes of calculating the Redemption
                           Price.

                  (iv)     The Trust shall not be required to (i) issue, or
                           register the transfer or exchange of, any Securities
                           after the mailing of a notice of redemption of
                           Securities and (ii) register the transfer or exchange
                           of any Securities so selected for redemption, in
                           whole or in part, except the unredeemed portion of
                           any Securities being redeemed in part.

                  (v)      Subject to the foregoing and applicable law
                           (including, without limitation, United States federal
                           securities laws), the Sponsor or any of its
                           subsidiaries may at any time and from time to time
                           purchase outstanding Preferred Securities by tender,
                           in the open market or by private agreement.

         5.       Voting Rights - Preferred Securities.

         (a)      Except as provided under Sections 5(b) and 7 and as otherwise
required by law and the Declaration, the Holders of the Preferred Securities
will have no voting rights.

         (b)      Subject to the requirements set forth in the immediately
following paragraph, the Holders of a majority in aggregate liquidation amount
of the Preferred Securities, voting separately as a class, have the right to
direct the time, method, and place of conducting any proceeding for any remedy
available to the Institutional Trustee, or to direct the exercise of any trust
or power conferred upon the Institutional Trustee under the Declaration,
including the right to direct the Institutional Trustee, as holder of the
Debentures, to (i) exercise the remedies available to it under the Indenture as
holder of the Debentures or exercise any trust or power conferred on the
Institutional Trustee under the Indenture, (ii) waive any past Event of Default
and its consequences that is waivable under Section 5.07 of the Indenture,
(iii) exercise any right to rescind or annul a declaration that the principal
of all the Debentures shall be due and payable or (iv) consent to any
amendment, modification or termination of the Indenture or the Debentures where
such consent shall be required; provided, however, that, where a consent or
action under the Indenture would require the consent or act of a Super
Majority, only the Holders of at least such Super Majority in aggregate
liquidation amount of the Preferred Securities may direct the Institutional
Trustee to give such consent or take such action; and provided further, that
where a consent or action under the Indenture is only effective against each
holder of Debentures who has consented thereto, such consent or action will
only be effective against a Holder of Preferred Securities who directs the
Institutional Trustee to give such consent or take such action. The
Institutional Trustee shall not revoke any action previously authorized or
approved by a vote of the Holders of the Preferred Securities. If the
Institutional Trustee fails to enforce its rights under the Debentures after a
holder of record of Preferred Securities has made a written request, to the
fullest extent permitted by law, such holder of record of Preferred Securities
may institute a legal proceeding directly against the Debenture Issuer to
enforce the Institutional

                                      A-8

<PAGE>

Trustee's rights under the Debentures without first instituting any legal
proceeding against the Institutional Trustee or any other Person.
Notwithstanding the foregoing, if an Event of Default has occurred and is
continuing and such event is attributable to the failure of the Debenture Issuer
(or the Debenture Guarantor on its behalf) 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 Direct Action for enforcement of payment to such
Holder of the principal of or interest on the Debentures having a principal
amount equal to the aggregate liquidation amount of the Preferred Securities of
such holder on or after the respective due date specified in the Debentures.
Notwithstanding any payments made to such Holder of Preferred Securities by the
Debenture Issuer or the Debenture Guarantor, as the case may be, in connection
with a Direct Action, the Debenture Issuer shall remain obligated to pay the
principal of or interest on the Debentures held by the Trust or the
Institutional Trustee of the Trust, and the Debenture Issuer or the Debenture
Guarantor, as the case may be, shall be subrogated to the rights of the Holder
of such Preferred Securities with respect to payments on the Preferred
Securities to the extent of any payments made by the Debenture Issuer, the
Debenture Guarantor or the Trust, as the case may be, to such Holder in any
Direct Action. Except as provided in the preceding sentences, the Holders of
Preferred Securities will not be able to exercise directly any other remedy
available to the holders of the Debentures.

         Except with respect to directing the time, method and place of
conducting a proceeding for a remedy, the Institutional Trustee shall not take
any of the actions described in clauses (i) through (iv) above unless the
Institutional Trustee has obtained an opinion of a nationally-recognized 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.

         Any approval or direction of Holders of Preferred Securities may be
given at a separate meeting of Holders of Preferred Securities convened for
such purpose, at a meeting of all of the Holders of Securities in the Trust or
pursuant to written consent. The Regular Trustees will cause to mailed to each
Holder of record or Preferred Securities 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 those Holders is to be taken. Each such
notice will include a statement setting forth (i) the date of such meeting or
the date by which the 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 the 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 Preferred Securities or to
distribute the Debentures in accordance with the Declaration and the terms of
the Securities.

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

                                      A-9

<PAGE>

         Holders of the Preferred Securities will have no rights to appoint or
remove the Trustees, who may be appointed, removed or replaced solely by the
Sponsor, as Holder of all of the Common Securities; provided, however, that if
an Event of Default shall have occurred and be continuing, the Institutional
Trustee and the Delaware Trustee may be removed by the vote of a Majority in
liquidation amount of the Preferred Securities voting as a class at a meeting
of the Holders of the Preferred Securities.

         6.       Voting Rights - Common Securities.

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

         (b)      The Holders of the Common Securities are entitled, in
accordance with Article V of the Declaration, to vote to appoint, remove or
replace any Trustee or to increase or decrease the number of Trustees.

         (c)      Subject to Section 2.6 of the Declaration and only after 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 Institutional Trustee, or exercising any trust or power conferred upon
the Institutional Trustee under the Declaration, including (i) directing the
time, method, place of conducting any proceeding for any remedy available to
the Debt Trustee, or exercising any trust or power conferred on the Debt
Trustee with respect to the Debentures, (ii) waive any past default and its
consequences that is waivable under Section 5.07 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 a Super Majority
of holders of Debentures affected thereby the Institutional Trustee may only
give such consent or take such action at the written direction of the Holders
of at least the proportion in liquidation amount of the Common Securities which
the relevant Super Majority represents of the aggregate principal amount of the
Debentures outstanding; and provided further, that where a consent or action
under the Indenture would require the consent or action of each holder of
Debentures, each Holder of Preferred Securities must direct the Institutional
Trustee to give such consent or take such action. Pursuant to this
Section 6(c), the Institutional Trustee shall not revoke any action previously
authorized or approved by a vote of the Holders of the Preferred Securities.
Except with respect to directing the time, method and place of conducting a
proceeding for a remedy, the Institutional Trustee shall not take any action in
accordance with the directions of the Holders of the Common Securities under
this paragraph unless the Institutional Trustee has received an opinion of a
nationally recognized 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 the
Institutional Trustee fails to enforce its rights under the Declaration, to the
fullest extent permitted by law, any Holder of Common Securities may institute
a legal proceeding directly against any Person to enforce the Institutional
Trustee's rights under the Declaration, without first instituting a legal
proceeding against the Institutional Trustee or any other Person.

                                      A-10

<PAGE>

         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. The
Regular Trustees will cause a notice of any meeting at which Holders of Common
Securities are entitled to vote to be mailed to each Holder of record of Common
Securities. Each such notice will include a statement setting forth (i) the
date of such meeting, (ii) a description of any resolution proposed for
adoption at such meeting on which such Holders are entitled to vote and (iii)
instructions for the delivery of proxies.

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

         7.       Amendments to Declaration and Indenture.

         (a)      In addition to any requirements under Section 12.1 of the
Declaration, if any proposed amendment to the Declaration provides for, or the
Regular Trustees otherwise propose to effect, (i) any action that would
adversely affect the powers, preferences or special rights of the Securities,
whether by way of amendment to the Declaration or otherwise, or (ii) the
dissolution, winding-up or termination of the Trust, other than as described in
Section 8.1 of the Declaration, then the Holders of outstanding Securities
voting together as a single class will be entitled to vote on such amendment or
proposal (but not on any other amendment or proposal) and such amendment or
proposal shall not be effective except with the approval of the Holders of at
least a Majority in liquidation amount of the Securities affected thereby,
provided 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 a Majority in liquidation amount of such class of
Securities.

         (b)      In the event the consent of the Institutional Trustee, as the
holder of the Debentures, is required under the Indenture with respect to any
amendment, modification or termination on the Indenture, the Institutional
Trustee shall request the written direction of the Holders of the Securities
with respect to such amendment, modification or termination and shall vote with
respect to such amendment, modification or termination as directed by a
Majority in liquidation amount of the Securities voting together as a single
class; provided, however, that where a consent under the Indenture would
require the consent of a Super Majority, the Institutional Trustee may only
give such consent at the direction of the Holders of at least the proportion in
liquidation amount of the Securities which the relevant Super Majority
represents of the aggregate principal amount of the Debentures outstanding; and
provided, further, that where a consent or action under the Indenture is only
effective against each holder of Debentures who has consented thereto, such
consent or action will only be effective against a holder of Preferred
Securities who directs the Institutional Trustee to give such consent or take
such action; and provided, further, that the Institutional Trustee shall not
take any action in accordance with the directions of the Holders of the
Securities under this Section 7(b) unless the Institutional Trustee has
obtained an opinion of a nationally recognized tax counsel experienced in such
matters 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.

                                      A-11

<PAGE>

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

         8.       Pro Rata.

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

         9.       Ranking.

         The Preferred Securities rank pari passu, and payment thereon shall be
made Pro Rata, with the Common Securities except that, where an Event of
Default occurs and is continuing, the rights of Holders of the Common
Securities to receive payment of periodic Distributions and payments upon
liquidation, redemption and otherwise will be subordinated to the rights of the
Holders of the Preferred Securities.

         10.      Listing.

         The Regular Trustees shall use their best efforts to cause the
Preferred Securities to be listed for quotation on the NYSE.

         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.

         12.      No Preemptive Rights.

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

                                      A-12

<PAGE>

         13.      Miscellaneous.

         These terms constitute a part of the Declaration.

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

                                      A-13

<PAGE>

                                   EXHIBIT A-1

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

UNLESS THE PREFERRED SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TO THE TRUST OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY PREFERRED SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE
& CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL BECAUSE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

                     FORM OF PREFERRED SECURITY CERTIFICATE
         Certificate Number: R-1      Number of Preferred Securities: 20,000,000
         CUSIP No.:22238E 20 6

                   Certificate Evidencing Preferred Securities
                                       of
                             COUNTRYWIDE CAPITAL IV
                        6.75% Trust Preferred Securities
                 (liquidation amount $25 per Preferred Security)

         COUNTRYWIDE CAPITAL IV, a statutory trust formed under the laws of the
State of Delaware (the "Trust"), hereby certifies that Cede & Co. (the "Holder")
is the registered owner of 20,000,000 preferred securities of the Trust
representing undivided beneficial interests in the assets of the Trust
designated the 6.75% Trust Preferred Securities (liquidation amount $25 per
Preferred Security) (the "Preferred Securities"). The Preferred Securities are
transferable on the books and records of the Trust, in person or by a duly
authorized attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer. 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 April 11, 2003, 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


                                      A1-1

<PAGE>

not defined shall have the meaning given them in the Declaration. The Holder is
entitled to the benefits of the Preferred Securities Guarantee to the extent
provided therein. The Sponsor will provide a copy of the Declaration, the
Preferred Securities Guarantee and the Indenture to a Holder without charge upon
written request to the Trust at its principal place of business.

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

         In addition, the Holder is deemed to have (i) agreed to the terms of
the Indenture and the Debentures, including that the Debentures are subordinate
and junior in right of payment to all present and future Senior Indebtedness (as
defined in the Indenture) as and to the extent provided in the Indenture and
(ii) agreed to the terms of the Preferred Securities Guarantee, including that
the Preferred Securities Guarantee is subordinate and junior in right of payment
to all present and future Senior Indebtedness of the Sponsor and the Debenture
Guarantor, except those made pari passu or subordinate by their terms, pari
passu with any guarantee now or hereafter entered into by the Sponsor and the
Debenture Guarantor in respect of any preferred or preference stock of any
Affiliate of the Sponsor or the Debenture Guarantor, and senior to the common
stock of the Sponsor and the Debenture Guarantor.

         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 Institutional 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.

                                      A1-2

<PAGE>

         IN WITNESS WHEREOF, the Trust has executed this certificate this 11th
day of April 2003.

                                               COUNTRYWIDE CAPITAL IV



                                                By:  ___________________________
                                                Name:
                                                Title:  Regular Trustee

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

dated April 11, 2003                        THE BANK OF NEW YORK,
                                                      as Institutional Trustee



                                                By:  ___________________________
                                                          Authorized Signatory

                                      A1-3

<PAGE>


                          [FORM OF REVERSE OF SECURITY]

         Distributions payable on each Preferred Security will be fixed at a
rate per annum of 6.75% (the "Coupon Rate") of the stated liquidation amount of
$25 per Preferred Security, such rate being the rate of interest payable on the
Debentures to be held by the Institutional Trustee. Distributions in arrears for
more than one quarter will bear interest thereon compounded quarterly at the
Coupon Rate ("Compound Interest") (to the extent permitted by applicable law).
The term "Distributions" as used herein includes such cash distributions and any
such interest (including Additional Interest and Compound Interest) payable
unless otherwise stated. A Distribution will be made by the Institutional
Trustee only to the extent that payments are made in respect of the Debentures
held by the Institutional Trustee and to the extent the Institutional Trustee
has funds available in the Institutional Trustee Account. 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 calendar month (but not to exceed 30 days in
any month).

         Except as otherwise described below, Distributions on the Preferred
Securities will be cumulative, will accrue from April 11, 2003 and will be
payable quarterly in arrears on January 1, April 1, July 1 and October 1 of each
year, commencing on July 1, 2003 to Holders of record on the relevant record
dates, which will be, as long as the Preferred Securities remain in book-entry
form, one Business Day prior to the relevant payment date and, in the event the
Preferred Securities are not in book-entry form, the December 15, March 15, June
15 and September 15 next preceding the relevant payment date. Such payment dates
shall correspond to the interest payment dates on the Debentures. If no Event of
Default has occurred and is continuing under the Debentures, the Debenture
Issuer 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 an "Extension Period"),
provided that no Extension Period shall last beyond the date of the maturity of
the Debentures and, as a consequence of such deferral, quarterly 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 Coupon Rate compounded quarterly during any such Extension Period.
Prior to the termination of any such Extension Period, the Debenture Issuer may
further extend such Extension Period; provided that such Extension Period
together with all such previous and further extensions thereof may not exceed 20
consecutive quarters or extend beyond the maturity of the Debentures. Payments
of accrued Distributions will be payable to Holders as they appear on the books
and records of the Trust on the first record date after the end of the Extension
Period. Upon the termination of any Extension Period and the payment of all
amounts then due, the Debenture Issuer may commence a new Extension Period,
subject to the above requirements.

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

                                      A1-4

<PAGE>

                              [FORM OF ASSIGNMENT]
                                   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(s) must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Trustee, which requirements include membership
or participation in STAMP or such other "signature guarantee program" as may be
determined by the Trustee in addition to or in substitution for STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.)

                                      A1-5

<PAGE>

                                   EXHIBIT A-2
                       FORM OF COMMON SECURITY CERTIFICATE

         THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH
                     SECTION 9.1 OF THE DECLARATION OF TRUST

Certificate Number: R-1                   Number of Common Securities: 618,557

                    Certificate Evidencing Common Securities
                                       of
                             COUNTRYWIDE CAPITAL IV
                             6.75% Common Securities
                  (liquidation amount $25 per Common Security)

         COUNTRYWIDE CAPITAL IV, a statutory trust formed under the laws of the
State of Delaware (the "Trust"), hereby certifies that Countrywide Financial
Corporation (the "Holder") is the registered owner of 618,557 common securities
of the Trust representing undivided beneficial interests in the assets of the
Trust designated the 6.75% Common Securities (liquidation amount $25 per Common
Security) (the "Common Securities"). Except as provided in the Declaration, the
Common Securities are not 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 April 11, 2003, as the same may be amended from time to time (the
"Declaration"), including the designation of the terms of the Common Securities
as set forth in Annex I to the Declaration. Capitalized terms used herein but
not defined shall have the meaning given them in the Declaration. The Holder is
entitled to the benefits of the Common Securities Guarantee to the extent
provided therein. The Sponsor will provide a copy of the Declaration, the Common
Securities Guarantee and the Indenture to a Holder without charge upon written
request to the Sponsor at its principal place of business.

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

         In addition, the Holder is deemed to have (i) agreed to the terms of
the Indenture and the Debentures, including that the Debentures are subordinate
and junior in right of payment to all present and future Senior Indebtedness (as
defined in the Indenture) as and to the extent provided in the Indenture and
(ii) agreed to the terms of the Common Securities Guarantee, including that the
Common Securities Guarantee is subordinate and junior in right of payment to all
present and future Senior Indebtedness of the Sponsor and the Debenture
Guarantor, except those made pari passu or subordinate by their terms, and pari
passu with any guarantee now or hereafter entered into by the Sponsor and the
Debenture Guarantor in respect of any preferred or preference stock of any
Affiliate of the Sponsor or the Debenture Guarantor, and senior to the common
stock of the Sponsor and the Debenture Guarantor.

                                      A2-1

<PAGE>


         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.

         IN WITNESS WHEREOF, the Trust has executed this certificate this 11th
day of April 2033.


                                                    COUNTRYWIDE CAPITAL IV

                                                    By:_________________________
                                                    Name:
                                                    Title:  Regular Trustee

                                      A2-2

<PAGE>

                          [FORM OF REVERSE OF SECURITY]

         Distributions payable on each Common Security will be fixed at a rate
per annum of 6.75 (the "Coupon Rate") of the stated liquidation amount of $25
per Common Security, such rate being the rate of interest payable on the
Debentures to be held by the Institutional Trustee. Distributions in arrears for
more than one quarter will bear interest thereon compounded quarterly at the
Coupon Rate ("Compound Interest") (to the extent permitted by applicable law).
The term "Distributions" as used herein includes such cash distributions and any
such interest (including Additional Interest and Compound Interest) payable
unless otherwise stated. A Distribution will be made by the Institutional
Trustee only to the extent that payments are made in respect of the Debentures
held by the Institutional Trustee and to the extent the Institutional Trustee
has funds available in the Institutional Trustee Account. 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 calendar month (but not to exceed 30 days in
any month).

         Except as otherwise described below, distributions on the Common
Securities will be cumulative, will accrue from April 11, 2003 and will be
payable quarterly in arrears on January 1, April 1, July 1 and October 1, of
each year, commencing on July 1, 2003 to Holders of record on the relevant
record dates, which will be, as long as the Preferred Securities remain in
book-entry form, one Business Day prior to the relevant payment date and, in the
event the Preferred Securities are not in book-entry form, the December 15,
March 15, June 15 and September 15, next preceding the relevant payment date.
Such payment dates shall correspond to the interest payment dates on the
Debentures. If no Event of Default has occurred and is continuing under the
Debentures, the Debenture Issuer 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 an
"Extension Period"), provided that no Extension Period shall last beyond the
date of the maturity of the Debentures and, as a consequence of such deferral,
quarterly 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 Coupon Rate compounded quarterly during any
such Extension Period. Prior to the termination of any such Extension Period,
the Debenture Issuer may further extend such Extension Period; provided that
such Extension Period together with all such previous and further extensions
thereof may not exceed 20 consecutive quarters or extend beyond the maturity of
the Debentures. Payments of accrued Distributions will be payable to Holders as
they appear on the books and records of the Trust on the first record date after
the end of the Extension Period. Upon the termination of any Extension Period
and the payment of all amounts then due, the Debenture Issuer may commence a new
Extension Period, subject to the above requirements.

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

                                      A2-3

<PAGE>

                              [FORM OF ASSIGNMENT]
                                   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(s) must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Trustee, which requirements include membership
or participation in STAMP or such other "signature guarantee program" as may be
determined by the Trustee in addition to or in substitution for STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.)

                                      A2-4

<PAGE>

                                    EXHIBIT B
                              SPECIMEN OF DEBENTURE

                                      B-1

<PAGE>

                                    EXHIBIT C
                             UNDERWRITING AGREEMENT

                                      C-1