<PAGE>

                                                                  EXHIBIT 4.14.2


                   AMENDED AND RESTATED DECLARATION OF TRUST

                               Sunoco Capital II

                               Dated as of [___]
<PAGE>

                             CROSS REFERENCE TABLE


<TABLE>
<CAPTION>
Section of Trust
Indenture Act of                                                                                         Section of
1939, as amended                                                                                         Agreement
----------------                                                                                         ----------
<S>                                                                                             <C>
310(a)......................................................................................                    6.3
310(b)......................................................................................         6.3(c); 6.3(d)
310(c)......................................................................................           Inapplicable
311(a)......................................................................................                 2.2(b)
311(b)......................................................................................                 2.2(b)
311(c)......................................................................................           Inapplicable
312(a)......................................................................................                 2.2(a)
312(b)......................................................................................                 2.2(b)
312(c)......................................................................................           Inapplicable
313(a)......................................................................................                    2.3
313(b)......................................................................................                    2.3
313(c)......................................................................................                    2.3
313(d)......................................................................................                    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); 3.10(a)
315(b)......................................................................................                 2.7(a)
315(c)......................................................................................                 3.9(a)
315(d)......................................................................................                 3.9(b)
316(a)......................................................................................    2.6; 7.5(b); 7.6(c)
316(b)......................................................................................           Inapplicable
316(c)......................................................................................           Inapplicable
317(a)......................................................................................                   3.16
317(b)......................................................................................           Inapplicable
318(a)......................................................................................                 2.1(c)
</TABLE>


__________________________________________
*    This Cross-Reference Table does not constitute part of the Agreement and
     shall not have any bearing upon the interpretation of its terms or
     provisions.
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                    Page
                                                                                                    ----
<S>                                                                                                 <C>
ARTICLE 1INTERPRETATION AND DEFINITIONS............................................................    1
    SECTION 1.1  Interpretation and Definitions....................................................    1
         Affiliate.................................................................................    2
         Authorized Officer........................................................................    2
         Beneficial Owners.........................................................................    2
         Business Day..............................................................................    2
         Business Trust Act........................................................................    2
         Cedel.....................................................................................    2
         Certificate...............................................................................    2
         Certificate of Trust......................................................................    2
         Closing Date..............................................................................    2
         Code......................................................................................    3
         Commission................................................................................    3
         Common Securities Holder..................................................................    3
         Common Security...........................................................................    3
         Common Security Certificate...............................................................    3
         Corporate Trust Office....................................................................    3
         Covered Person............................................................................    3
         Debenture Issuer..........................................................................    3
         Debenture Issuer Indemnified Person.......................................................    3
         Debenture Trustee.........................................................................    3
         Debentures................................................................................    3
         Delaware Trustee..........................................................................    3
         Depositary................................................................................    3
         Depositary Participant....................................................................    3
         Direct Action.............................................................................    3
         Distribution..............................................................................    4
         Euroclear.................................................................................    4
         Exchange Act..............................................................................    4
         Fiduciary Indemnified Person..............................................................    4
         Fiscal Year...............................................................................    4
         Global Security...........................................................................    4
         Guarantee.................................................................................    4
         Holder....................................................................................    4
         Indemnified Person........................................................................    4
         Indenture.................................................................................    4
         Indenture Event of Default................................................................    4
         Investment Company........................................................................    4
         Investment Company Act....................................................................    4
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                                                   <C>
         Investment Company Event..................................................................    4
         Legal Action..............................................................................    5
         List of Holders...........................................................................    5
         Majority in Liquidation Amount............................................................    5
         New York Stock Exchange...................................................................    5
         Officers' Certificate.....................................................................    5
         Over-allotment Option.....................................................................    5
         Paying Agent..............................................................................    6
         Payment Amount............................................................................    6
         Person....................................................................................    6
         Preferred Security........................................................................    6
         Preferred Security Certificate............................................................    6
         Property Account..........................................................................    6
         Property Trustee..........................................................................    6
         Pro Rata..................................................................................    6
         Quorum....................................................................................    6
         Redemption/Distribution Notice............................................................    6
         Redemption Price..........................................................................    6
         Regular Trustee...........................................................................    6
         Related Party.............................................................................    6
         Responsible Officer.......................................................................    6
         Rule 3a-5.................................................................................    7
         Securities................................................................................    7
         Securities Act............................................................................    7
         Special Event.............................................................................    7
         Sponsor...................................................................................    7
         Successor Delaware Trustee................................................................    7
         Successor Entity..........................................................................    7
         Successor Property Trustee................................................................    7
         Successor Security........................................................................    7
         Super Majority............................................................................    7
         Tax Event.................................................................................    7
         10% in Liquidation Amount.................................................................    7
         Treasury Regulations......................................................................    8
         Trust.....................................................................................    8
         Trust Enforcement Event...................................................................    8
         Trust Indenture Act.......................................................................    8
         Trustee...................................................................................    8

ARTICLE 2TRUST INDENTURE ACT.......................................................................    8
     SECTION 2.1  Trust Indenture Act; Application.................................................    8
     SECTION 2.2  Lists of Holders of Securities...................................................    9
     SECTION 2.3  Reports by the Property Trustee..................................................    9
     SECTION 2.4  Periodic Reports to the Property Trustee.........................................    9
     SECTION 2.5  Evidence of Compliance with Conditions Precedent.................................    9
     SECTION 2.6  Trust Enforcement Events; Waiver.................................................   10
     SECTION 2.7  Trust Enforcement Event; Notice..................................................   11
</TABLE>

                                      ii
<PAGE>

<TABLE>
<S>                                                                                                                <C>
ARTICLE 3 ORGANIZATION.......................................................................................      12
     SECTION 3.1  Name and Organization......................................................................      12
     SECTION 3.2  Office.....................................................................................      12
     SECTION 3.3  Purpose....................................................................................      12
     SECTION 3.4  Authority..................................................................................      13
     SECTION 3.5  Title to Property of the Trust.............................................................      13
     SECTION 3.6  Powers and Duties of the Regular Trustees..................................................      13
     SECTION 3.7  Prohibition of Actions by the Trust and the Trustees.......................................      15
     SECTION 3.8  Powers and Duties of the Property Trustee..................................................      16
     SECTION 3.9  Certain Duties and Responsibilities of the Property Trustee................................      18
     SECTION 3.10  Certain Rights of Property Trustee........................................................      20
     SECTION 3.11  Delaware Trustee..........................................................................      23
     SECTION 3.12  Execution of Documents....................................................................      23
     SECTION 3.13  Not Responsible for Recitals or Issuance of Securities....................................      23
     SECTION 3.14  Duration of Trust.........................................................................      23
     SECTION 3.15  Mergers...................................................................................      24
     SECTION 3.16  Property Trustee May File Proofs of Claim.................................................      26

ARTICLE 4 SPONSOR............................................................................................      26
     SECTION 4.1  Responsibilities of the Sponsor............................................................      26
     SECTION 4.2  Indemnification and Fees and Expenses of the Trustees......................................      27

ARTICLE 5 TRUST COMMON SECURITIES HOLDER.....................................................................      27
     SECTION 5.1  Debenture Issuer's Purchase of Common Securities...........................................      27
     SECTION 5.2  Covenants of the Common Securities Holder..................................................      28

ARTICLE 6 TRUSTEES...........................................................................................      28
     SECTION 6.1  Number of Trustees.........................................................................      28
     SECTION 6.2  Delaware Trustee; Eligibility..............................................................      28
     SECTION 6.3  Property Trustee; Eligibility..............................................................      29
     SECTION 6.4  Qualifications of Regular Trustees and Delaware Trustee Generally..........................      29
     SECTION 6.5  Initial Regular Trustees...................................................................      29
     SECTION 6.6  Appointment, Removal and Resignation of Trustees...........................................      30
     SECTION 6.7  Vacancies among Trustees...................................................................      31
     SECTION 6.8  Effect of Vacancies........................................................................      31
     SECTION 6.9  Meetings...................................................................................      32
     SECTION 6.10  Delegation of Power.......................................................................      32
     SECTION 6.11  Merger, Conversion, Consolidation or Succession to Business...............................      32

ARTICLE 7 TERMS OF SECURITIES................................................................................      33
     SECTION 7.1  General Provisions Regarding Securities....................................................      33
     SECTION 7.2  Distributions..............................................................................      35
     SECTION 7.3  Redemption of Securities...................................................................      36
     SECTION 7.4  Redemption Procedures......................................................................      36
     SECTION 7.5  Voting Rights of Preferred Securities......................................................      38
     SECTION 7.6  Voting Rights of Common Securities.........................................................      40
</TABLE>

                                      iii
<PAGE>

<TABLE>
<S>                                                                                                                <C>
     SECTION 7.7  Paying Agent...............................................................................      41
     SECTION 7.8  Listing....................................................................................      41
     SECTION 7.9  Transfer of Securities.....................................................................      41
     SECTION 7.10  Mutilated, Destroyed, Lost or Stolen Certificates.........................................      43
     SECTION 7.11 Deemed Security Holders....................................................................      43
     SECTION 7.12  Global Securities.........................................................................      43

ARTICLE 8 DISSOLUTION AND TERMINATION OF TRUST...............................................................      45
     SECTION 8.1  Dissolution and Termination of Trust.......................................................      45
     SECTION 8.2  Liquidation Distribution Upon Dissolution of the Trust.....................................      46

ARTICLE 9 LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, DELAWARE
     TRUSTEES OR OTHERS......................................................................................      47
     SECTION 9.1  Liability..................................................................................      47
     SECTION 9.2  Exculpation................................................................................      47
     SECTION 9.3  Fiduciary Duty.............................................................................      48
     SECTION 9.4  Indemnification............................................................................      49
     SECTION 9.5  Outside Businesses.........................................................................      51

ARTICLE 10 ACCOUNTING........................................................................................      52
     SECTION 10.1  Fiscal Year...............................................................................      52
     SECTION 10.2  Certain Accounting Matters................................................................      52
     SECTION 10.3  Banking...................................................................................      52
     SECTION 10.4  Withholding...............................................................................      52

ARTICLE 11 AMENDMENTS AND MEETINGS...........................................................................      53
     SECTION 11.1  Amendments................................................................................      53
     SECTION 11.2  Meetings of the Holders of Securities; Action by Written Consent..........................      55

ARTICLE 12 REPRESENTATIONS OF PROPERTY TRUSTEE AND DELAWARE TRUSTEE..........................................      57
     SECTION 12.1  Representations and Warranties of the Property Trustee....................................      57
     SECTION 12.2  Representations and Warranties of the Delaware Trustee....................................      57

ARTICLE 13 MISCELLANEOUS.....................................................................................      58
     SECTION 13.1  Notices...................................................................................      58
     SECTION 13.2  Governing Law.............................................................................      59
     SECTION 13.3  Intention of the Parties..................................................................      59
     SECTION 13.4  Headings..................................................................................      59
     SECTION 13.5  Successors and Assigns....................................................................      59
     SECTION 13.6  Partial Enforceability....................................................................      59
     SECTION 13.7  Counterparts..............................................................................      60
</TABLE>

                                   EXHIBITS

Exhibit A      Form of Preferred Security Certificate
Exhibit B      Form of Common Security Certificate

                                      iv
<PAGE>

                                                                               1

                   AMENDED AND RESTATED DECLARATION OF TRUST


               THIS AMENDED AND RESTATED DECLARATION OF TRUST
("Declaration"), dated as of [___], by and among SUNOCO, INC., a Pennsylvania
corporation, as Sponsor, and Paul A. Mulholland, Barry H. Rosenberg and Katria
N. Kowal, as the initial Regular Trustees, Bankers Trust Company, as the initial
Property Trustee and Bankers Trust (Delaware), as the initial Delaware Trustee,
not in their individual capacities but solely as Trustees, and the holders, from
time to time, of undivided beneficial interests in the assets of the Trust to be
issued pursuant to this Declaration.

               WHEREAS, certain of the Trustees and the Sponsor created Sunoco
Capital II (the "Trust"), a business trust under the Business Trust Act (as
defined, together with other capitalized terms, herein) pursuant to a
Declaration of Trust dated as of June 28, 2000, (the "Original Declaration") and
a Certificate of Trust (the "Certificate of Trust") filed with the Secretary of
State of the State of Delaware on June 28, 2000; and

               WHEREAS, the sole purpose of the Trust shall be to issue and sell
certain securities representing undivided beneficial interests in the assets of
the Trust, to invest the proceeds from such sales in the Debentures issued by
the Debenture Issuer and to engage in only those activities necessary or
incidental thereto; and

               WHEREAS, the parties hereto, by this Declaration, amend and
restate each and every term and provision of the Original Declaration.

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


                                   ARTICLE 1

                     INTERPRETATION AND DEFINITIONS

               SECTION 1.1 Interpretation and Definitions.

               Unless the context otherwise requires:

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

                                                                               2

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

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

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

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

               (f)  a reference to the singular includes the plural and vice
versa and a reference to any masculine form of a term shall include the feminine
form of a term, as applicable.

               (g)  the following terms have the following meanings:

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

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

               "Beneficial Owners" means, for Preferred Securities represented
by a Global Security, the Person who acquires an interest in the Preferred
Securities which is reflected on the records of the Depositary through the
Depositary Participants.

               "Business Day" means any day, other than a Saturday or Sunday,
that is not a day on which banking institutions in the Borough of Manhattan, The
City of New York are authorized or required by law, regulation or executive
order to close.

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

               "Cedel" means Cedel, S.A.

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

               "Certificate of Trust" has the meaning specified in the Recitals
hereto.

               "Closing Date" means the date on which the Preferred Securities
are first issued and sold, other than Preferred Securities issued and sold
pursuant to the Over-allotment Option.
<PAGE>

                                                                               3

               "Code" means the Internal Revenue Code of 1986, as amended from
time to time, or any successor legislation. A reference to a specific section of
the Code refers not only to such specific section but also to any corresponding
provision of any federal tax statute enacted after the date of this Declaration,
as such specific section or corresponding provision is in effect on the date of
application of the provisions of this Declaration containing such reference.

               "Commission" means the Securities and Exchange Commission.

               "Common Securities Holder" means Sunoco, Inc., in its capacity as
purchaser and direct or indirect holder of all of the Common Securities issued
by the Trust.

               "Common Security" has the meaning specified in Section 7.1(a).

               "Common Security Certificate" means a definitive certificate in
fully registered form representing a Common Security, substantially in the form
of Exhibit B hereto.

               "Corporate Trust Office" means the principal office of the
Property Trustee at which at any particular time its corporate trust business
shall be administered, which office at the date of execution of this Declaration
is located at Four Albany Street - 4th Floor, New York, NY 10006, Attention:
Corporate Trust and Agency Services.

               "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.

               "Debenture Issuer" means Sunoco, Inc., 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 any Affiliate thereof; or (d) any officer, employee or agent
of the Trust or its Affiliates.

               "Debenture Trustee" means Bankers Trust Company, in its capacity
as trustee under the Indenture until a successor is appointed thereunder, and
thereafter means such successor trustee.

               "Debentures" means the series of debentures to be issued by the
Debenture Issuer under the Indenture and held by the Property Trustee.

               "Delaware Trustee" has the meaning specified in Section 6.2.

               "Depositary" means, with respect to Securities issuable in whole
or in part in the form of one or more Global Securities, a clearing agency
registered under the Exchange Act that is designated to act as Depositary for
such Securities.

               "Depositary Participant" means a member of, or participant in,
the Depositary.

               "Direct Action" has the meaning specified in Section 3.8(e).
<PAGE>

                                                                               4

               "Distribution" means a distribution payable to Holders of
Securities in accordance with Section 7.2.

               "Euroclear" means [___] of New York, Brussels office, as
operator of the Euroclear System.

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

               "Fiduciary Indemnified Person" has the meaning set forth in
Section 9.4(b).

               "Fiscal Year" has the meaning specified in Section 10.1.

               "Global Security" means a fully registered, global Preferred
Security Certificate.

               "Guarantee" means the Guarantee Agreement, dated as of [___], of
the Sponsor in respect of the Securities.

               "Holder" means any holder of Securities, as registered on the
books and records of the Trust; provided, however, that in determining whether
the Holders of the requisite liquidation amount of Preferred Securities have
voted on any matter provided for in this Declaration, then for the purpose of
such determination only (and not for any other purpose hereunder), if the
Preferred Securities remain in the form of one or more Global Securities and if
the Depositary which is the holder of such Global Securities has sent an omnibus
proxy to the Trust assigning voting rights to Depositary Participants to whose
accounts the Preferred Securities are credited on the record date, the term
"Holders" shall mean such Depositary Participants acting at the direction of the
Beneficial Owners.

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

               "Indenture" means the Indenture, dated as of May 15, 1994,
between the Debenture Issuer and Bankers Trust Company, as Trustee, and as
amended and supplemented by the [___], dated as of [___], and by any other
indenture supplemental thereto pursuant to which the Debentures are to be issued
to the Property Trustee.

               "Indenture Event of Default" has the meaning given to the term
"Event of Default" in the Indenture.

               "Investment Company" means an investment company as defined in
the Investment Company Act and the regulations promulgated thereunder.

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

               "Investment Company Event" means the receipt by the Trust of an
opinion of a nationally recognized independent counsel, to the effect that, as a
result of the occurrence of a change in law or regulation or a written change in
interpretation or application of law or
<PAGE>

                                                                               5

regulation by any legislative body, court, governmental agency or regulatory
authority (a "Change in 1940 Act Law"), there is more than an insubstantial risk
that the Trust is or will be considered an "investment company" that is required
to be registered under the Investment Company Act, which Change in 1940 Act Law
becomes effective on or after the Closing Date.

          "Legal Action" has the meaning specified in Section 3.6(f).

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

          "Majority in Liquidation Amount" means, except as provided in the
terms of the Preferred Securities 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
accumulated and unpaid Distributions to the date upon which the voting
percentages are determined) of all outstanding Securities of the relevant class.

          "New York Stock Exchange" means the New York Stock Exchange, Inc. or
any successor thereto.

          "Officers' Certificate" means, with respect to any Person, a
certificate signed on behalf of such Person 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 officer signing the Officers' Certificate
has read the covenant or condition and the definitions relating thereto;

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

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

          (d)  a statement as to whether, in the opinion of each such officer
acting on behalf of such Person, such condition or covenant has been complied
with; provided, that the term "Officers' Certificate", when used with reference
to Regular Trustees who are natural persons shall mean a certificate signed by
two of the Regular Trustees which otherwise satisfies the foregoing
requirements.

          "Over-allotment Option" shall mean any over-allotment option contained
in an underwriting agreement pursuant to which the Securities are sold.
<PAGE>

                                                                               6

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

          "Payment Amount" has the meaning specified in Section 7.2(c).

          "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 Security" has the meaning specified in Section 7.1(a).

          "Preferred Security Certificate" means a definitive certificate in
fully registered form representing a Preferred Security, substantially in the
form of Exhibit A.

          "Property Account" has the meaning specified in Section 3.8(c).

          "Property Trustee" means the Trustee meeting the eligibility
requirements set forth in Section 6.3.

          "Pro Rata" means pro rata to each Holder of Securities according to
the aggregate liquidation amount of the Securities held by the relevant Holder
in relation to the aggregate liquidation amount of all Securities outstanding.

          "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 specified in Section
7.4(a) hereto.

          "Redemption Price" means the amount for which the Securities will be
redeemed, which amount will equal (i) the redemption price paid by the Debenture
Issuer to repay or redeem, in whole or in part, the Debentures held by the Trust
plus an amount equal to accumulated and unpaid Distributions on such Securities
through the date of their redemption or (ii) such lesser amount as will be
received by the Trust in respect of the Debentures so repaid or redeemed.

          "Regular Trustee" means any Trustee other than the Property Trustee
and the Delaware Trustee.

          "Related Party" means, with respect to the Sponsor, any direct or
wholly owned subsidiary of the Sponsor or any Person that owns, directly or
indirectly, 100% of the outstanding voting securities of the Sponsor.

          "Responsible Officer" means, with respect to the Property Trustee, any
officer within the corporate trust department of the Property Trustee including
any director, principal, vice president, any assistant vice president, associate
or other officer of the corporate trust department of the Property Trustee
customarily performing functions similar to those performed by any of the above-
designated officers and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of that
officer's knowledge of and familiarity with the particular subject.





























<PAGE>

                                                                               7

          "Rule 3a-5" means Rule 3a-5 under the Investment Company Act or any
successor rule thereunder.

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

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

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

          "Sponsor" means Sunoco, Inc., a Pennsylvania corporation, or any
successor entity in a merger, consolidation, amalgamation or replacement by or
conveyance, transfer or lease of its properties substantially as an entirety, in
its capacity as sponsor of the Trust.

          "Successor Delaware Trustee" has the meaning specified in Section
6.6(b).

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

          "Successor Property Trustee" has the meaning specified in Section
6.6(b).

          "Successor Security" has the meaning specified in Section 3.15(b)(i)b.

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

          "Tax Event" means the receipt by the Trust of an opinion of
independent tax counsel experienced in such matters, to the effect that, as a
result of (a) any amendment to, change in or announced proposed 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 administrative
decision, pronouncement, action or judicial decision interpreting or applying
such laws or regulations, which amendment or change becomes effective or
proposed change, pronouncement, action or decision is announced on or after the
date of the issuance of the Debentures, there is more than an insubstantial risk
that (i) the Trust is, or will be within 90 days of the date of such opinion,
subject to the United States federal income tax with respect to income received
or accrued on the Debentures, (ii) interest payable by the Debenture Issuer on
the Debentures is not, or within 90 days of the date of such opinion, will not
be, deductible by the Debenture Issuer, in whole or in part, by the Debenture
Issuer for United States federal income tax purposes, or (iii) the Trust is, or
will be within 90 days of the date of such opinion, subject to more than a de
minimis amount of other taxes, duties or other governmental charges.

          "10% in Liquidation Amount" means, except as provided in the terms of
the Preferred Securities 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 liquidation amount (including the stated amount that would
be paid on redemption, liquidation or otherwise, plus accrued and unpaid
<PAGE>

                                                                               8

Distributions to the date upon which the voting percentages are determined) of
all outstanding Securities of the relevant class.

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

          "Trust" has the meaning specified in the Recitals hereto.

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

          "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 as a trustee 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.


                                   ARTICLE 2

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

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

          (d)  The application of the Trust Indenture Act to this Declaration
shall not affect the Trust's classification as a grantor trust for United States
federal income tax purposes and shall not affect the nature of the Securities as
equity securities representing undivided beneficial interests in the assets of
the Trust.


<PAGE>

                                                                               9

          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 Property Trustee (i), except while the Preferred
Securities are represented by one or more Global Securities, at least five
Business Days prior to the date for payment of Distributions, a list, in such
form as the Property Trustee may reasonably require, of the names and addresses
of the Holders of the Securities ("List of Holders") as of the record date
relating to the payment of such Distributions and (ii) at any other time, within
30 days of receipt by the Trust of a written request from the Property Trustee
for a List of Holders as of a date no more than 15 days before such List of
Holders is given to the Property Trustee; 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 Property Trustee by the Sponsor and the
Regular Trustees on behalf of the Trust. The Property Trustee shall preserve, in
as current a form as is reasonably practicable, all information contained in
Lists of Holders given to it or which it receives in the capacity as Paying
Agent (if acting in such capacity), provided that the Property Trustee may
destroy any List of Holders previously given to it on receipt of a new List of
Holders.

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

          SECTION 2.3 Reports by the Property Trustee

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

          SECTION 2.4 Periodic Reports to the Property Trustee.

          Each of the Sponsor and the Regular Trustees on behalf of the Trust
shall provide to the Property Trustee such documents, reports and information as
required by Section 314 of the Trust Indenture Act (if any) and the compliance
certificate required by Section 314 of the Trust Indenture Act in the form, in
the manner and at the times required by Section 314 of the Trust Indenture Act
and an Officer's Certificate as to its compliance with all conditions and
covenants under this Declaration on an annual basis on or before 120 days after
the end of each fiscal year of the Sponsor.

          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 Property Trustee such evidence of compliance with any
conditions precedent, if any, provided for in this Declaration that relate to
any of the matters set forth in Section 314(c) of the Trust Indenture Act. Any
certificate or opinion required to be given by an officer pursuant to Section
314(c)(1) may be given in the form of an Officers' Certificate.


<PAGE>

                                                                              10
          SECTION 2.6 Trust Enforcement Events; Waiver.

          (a)  The Holders of a Majority in Liquidation Amount of the Preferred
Securities may, by vote or written consent, on behalf of the Holders of all of
the Preferred Securities, waive any past Trust Enforcement Event in respect of
the Preferred Securities and its consequences, provided that, if the underlying
Indenture Event of Default:

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

          (ii)  requires the consent or vote of the Holders of greater than a
     majority in principal amount of the Debentures (a "Super Majority") to be
     waived under the Indenture, the related Trust Enforcement Event under the
     Declaration may only be waived by the vote or written consent 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.

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

          (b)  The Holders of a Majority in Liquidation Amount of the Common
Securities may, by vote or written consent, on behalf of the Holders of all of
the Common Securities, waive any past Trust Enforcement Event in respect of the
Common Securities and its consequences, provided that, if the underlying
Indenture Event of Default:

          (i)   is not waivable under the Indenture, except where the Holders of
     the Common Securities are deemed to have waived such Trust Enforcement
     Event under the Declaration as provided below in this Section 2.6(b), the
     Trust Enforcement Event under the Declaration shall also not be waivable;
     or

          (ii)  requires the consent or vote of a Super Majority to be waived
     under the Indenture, except where the Holders of the Common Securities are
     deemed to have waived such Trust Enforcement Event under the Declaration as
     provided below in this Section 2.6(b), the Trust Enforcement Event under
     the Declaration may only be waived by the vote or written consent 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;
<PAGE>

                                                                              11

provided further, each Holder of Common Securities will be deemed to have waived
any Trust Enforcement Event and all Trust Enforcement Events with respect to the
Common Securities and the consequences thereof until all Trust Enforcement
Events with respect to the Preferred Securities have been cured, waived or
otherwise eliminated, and until such Trust Enforcement Events with respect to
the Preferred Securities have been so cured, waived or otherwise eliminated, the
Property Trustee will be deemed to be acting solely on behalf of the Holders of
the Preferred Securities and only the Holders of the Preferred Securities will
have the right to direct the Property Trustee in accordance with the terms of
the Securities. The foregoing provisions of this Section 2.6(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 cure, waiver or other elimination, any such default shall cease to
exist and any Trust Enforcement Event 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 Trust
Enforcement Event with respect to the Common Securities or impair any right
consequent thereon.

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


          SECTION 2.7 Trust Enforcement Event; Notice.

          (a)  The Property Trustee shall, within 90 days after the occurrence
of a Trust Enforcement Event, transmit by mail, first class postage prepaid, to
the Holders of the Securities, notices of all defaults with respect to the
Securities actually known to a Responsible Officer of the Property Trustee,
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
Indenture Event of Default, 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 (or premium, if any)
or interest on any of the Debentures, the Property Trustee shall be protected in
withholding such notice if and so long as a Responsible Officer of the Property
Trustee in good faith determines that the withholding of such notice is in the
interests of the Holders of the Securities.

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

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

                                                                              12

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


                                   ARTICLE 3

                                 ORGANIZATION

          SECTION 3.1 Name and Organization.

          The Trust hereby continued is named "Sunoco Trust I" as such name may
be modified from time to time by the Regular Trustees following written notice
to the Holders of Securities, the Property Trustee and the Delaware Trustee. 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 Sunoco, Inc.,
Ten Penn Center, 1801 Market Street, Philadelphia, Pennsylvania 19103. On 10
Business Days' written notice to the Holders of Securities, the Property Trustee
and the Delaware Trustee, the Regular Trustees may designate another principal
office.

          SECTION 3.3 Purpose.

          The exclusive purposes and functions of the Trust are (a) to issue and
sell Securities and use the gross proceeds from such sale to acquire the
Debentures, and (b) except as otherwise limited herein, to engage in only those
other activities necessary or incidental thereto. The Trust shall not borrow
money, issue debt or reinvest proceeds derived from investments, pledge any of
its assets or otherwise undertake (or permit to be undertaken) any activity that
would cause the Trust not to be classified as a grantor trust for United States
federal income tax purposes.

          By the acceptance of this Trust, none of the Trustees, the Sponsor,
the Holders of the Preferred Securities or Common Securities or the Preferred
Securities Beneficial Owners will take any position for United States federal
income tax purposes which is contrary to the classification of the Trust as a
grantor trust.
<PAGE>

                                                                              13

          SECTION 3.4 Authority.

          Subject to the limitations provided in this Declaration and to the
specific duties of the Property Trustee, the Regular Trustees shall have
exclusive authority to carry out the purposes of the Trust. An action taken by
the Regular Trustees in accordance with their powers shall constitute the act of
and serve to bind the Trust and an action taken by the Property Trustee 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.

          (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)  Except as otherwise required by the Business Trust Act or
applicable law, 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 3.5 Title to Property of the Trust.

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

          SECTION 3.6 Powers and Duties of the Regular Trustees.

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

          (a)  to establish the terms and form of the Preferred Securities and
the Common Securities in the manner specified in Section 7.1 and issue and sell
the Preferred Securities and the Common Securities in accordance with this
Declaration; provided, however, that the Trust may issue no more than one series
of Preferred Securities and no more than one series of Common Securities, and,
provided further, that there shall be no interests in the Trust other than the
Securities;

          (b)  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 Property Trustee for the benefit of the Holders of the
Preferred Securities and the Trust and the Holders of the Common Securities;
<PAGE>

                                                                              14

          (c)  to give the Sponsor and the Property Trustee prompt written
notice of the occurrence of a Special Event; provided that the Regular Trustees
shall consult with the Sponsor and the Property Trustee before taking or
refraining from taking any action in relation to any such Special Event;

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

          (e)  to take all actions and perform such duties as may be required of
the Regular Trustees pursuant to the terms of this Declaration and the
Securities;

          (f)  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 Property Trustee has
the exclusive power to bring such Legal Action;

          (g)  to employ or otherwise engage employees and agents (who may be
designated as officers with titles) and managers, contractors, advisors and
consultants to conduct only those services that the Regular Trustees have
authority to conduct directly, and to pay reasonable compensation for such
services;

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

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

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

          (k)  to act as, or appoint another Person to act as, registrar and
transfer agent for the Securities;

          (l)  to give prompt written notice to the Holders of the Securities of
any notice received from the Debenture Issuer of its election to defer payments
of interest on the Debentures by extending the interest payment period under the
Debentures as authorized by the Indenture;

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

                                                                              15

                  (n)    to take any action, not inconsistent with applicable
law, that the Regular Trustees determine in their discretion to be necessary or
desirable in carrying out the purposes and functions of the Trust as set out in
Section 3.3 or the activities of the Trust as set out in this Section 3.6,
including, but not limited to:

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

                  (ii)   causing the Trust to be classified as a grantor trust
         for United States federal income tax purposes; 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.

                  (o)    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; and

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

                  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 have no
power to, and 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 Property 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.

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

                  (a)    The Trust shall not, and none of the Trustees
(including the Property Trustee) shall cause the Trust to, engage in any
activity other than as required or authorized by this Declaration. In
particular, the Trust shall not and none of the Trustees (including the Property
Trustee) shall cause the Trust to:

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

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

                                                                              16

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

                  (iv)   make any loans or incur any indebtedness;

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

                  (vi)   possess any power or otherwise act in such a way as to
         vary the terms of the Securities in any way whatsoever (except to the
         extent expressly authorized in this Declaration or by the terms of the
         Securities);

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

                  (viii) other than as provided in this Declaration or by the
         terms of the Securities, (A) direct the time, method and place of
         exercising any trust or power conferred upon the Debenture Trustee with
         respect to the Debentures, (B) waive any past default that is waivable
         under the Indenture, (C) exercise any right to rescind or annul any
         declaration that the principal of all the Debentures shall be due and
         payable, or (D) consent to any amendment, modification or termination
         of the Indenture or the Debentures where such consent shall be required
         unless, in each case, the Trust shall have received (A) the prior
         approval of the Majority in Liquidation Amount of the Preferred
         Securities; provided, however, that where a consent or action under the
         Indenture would require the consent or act of the holders of more than
         a majority of the aggregate liquidation amount of Debentures affected
         thereby, only the Holders of the percentage of the aggregate stated
         liquidation amount of the Preferred Securities which is at least equal
         to the percentage required under the Indenture may direct the Property
         Trustee to give such consent to take such action and (B) an opinion of
         counsel to the effect that such modification will not cause more than
         an insubstantial risk that the Trust will be deemed an Investment
         Company required to be registered under the Investment Company Act, or
         the Trust will not be classified as a grantor trust for United States
         federal income tax purposes;

                  (ix)   take any action inconsistent with the status of the
         Trust as a grantor trust for United States federal income tax purposes;
         or

                  (x)    revoke any action previously authorized or approved by
         vote of the Holders of the Preferred Securities.

                  SECTION 3.8 Powers and Duties of the Property Trustee.

                  (a)    The legal title to the Debentures shall be owned by and
held of record in the name of the Property Trustee in trust for the benefit of
the Trust and the Holders of the Securities. The right, title and interest of
the Property Trustee to the Debentures shall vest automatically in each Person
who may hereafter be appointed as Property Trustee in accordance with Section
6.6. To the fullest extent permitted by law, such vesting and cessation of title
shall
<PAGE>

                                                                              17

be effective whether or not conveyancing documents with regard to the Debentures
have been executed and delivered.

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

                  (c)    The Property Trustee shall:

                              (i)   establish and maintain a segregated non-
                         interest bearing trust account (the "Property Account")
                         in the name of and under the exclusive control of the
                         Property Trustee on behalf of the Holders of the
                         Securities and, upon the receipt of payments of funds
                         made in respect of the Debentures held by the Property
                         Trustee, deposit such funds into the Property Account
                         and make payments to the Holders of the Preferred
                         Securities and Holders of the Common Securities from
                         the Property Account in accordance with Section 7.2.
                         Funds in the Property Account shall be held uninvested
                         until disbursed in accordance with this Declaration.
                         The Property Account shall be an account that is
                         maintained with a banking institution the rating on
                         whose long-term unsecured indebtedness is at least
                         equal to the rating assigned to the Preferred
                         Securities by a "nationally recognized statistical
                         rating organization", within the meaning of Rule
                         436(g)(2) under the Securities Act;

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

                              (iii) upon written notice of distribution issued
                         by the Regular Trustees in accordance with the terms of
                         the Securities, engage in such ministerial activities
                         as so directed and as shall be necessary or appropriate
                         to effect the distribution of the Debentures to Holders
                         of Securities upon the occurrence of a Special Event.

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

                  (e)    The Property Trustee shall take any Legal Action which
arises out of or in connection with a Trust Enforcement Event of which a
Responsible Officer of the Property Trustee has actual knowledge or the Property
Trustee's duties and obligations under this Declaration or the Trust Indenture
Act; provided however, that if a Trust Enforcement Event has occurred and is
continuing and such event is attributable to the failure of the Debenture Issuer
to pay interest, principal or other required payments on the Debentures on the
date such interest, principal or other required payments are otherwise payable
(or in the case of redemption, on the redemption date), then a Holder of
Preferred Securities may directly institute a proceeding
<PAGE>

                                                                              18

against the Debenture Issuer for enforcement of payment to such Holder of the
principal of or interest on 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. In connection with such Direct Action, the Holders of Common
Securities will be subrogated to the rights of such Holder of Preferred
Securities to the extent of any payment made by the Debenture Issuer to such
Holder of Preferred Securities in such Direct Action.

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

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

                              (ii)  a Successor Property Trustee has been
                         appointed and has accepted that appointment in
                         accordance with Section 6.6.

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

                  (h)    The Property Trustee 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) of the Trust Indenture
Act. Any Paying Agent may be removed by the Property Trustee at any time and a
successor Paying Agent or additional Paying Agents may be appointed at any time
by the Property Trustee.

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

                  The Property Trustee shall exercise the powers set forth in
this Section 3.8 in a manner that is consistent with the purposes and functions
of the Trust set out in Section 3.3, and the Property Trustee shall have no
power to, and 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
Property Trustee.

                  (a)    The Property Trustee, before the occurrence of any
Trust Enforcement Event and after the curing of all Trust Enforcement Events
that may have occurred, shall undertake to perform only such duties as are
specifically set forth in this Declaration and no implied covenants shall be
read into this Declaration against the Property Trustee. In case a Trust
Enforcement Event has occurred (that has not been cured or waived pursuant to
Section 2.6) of which a Responsible Officer of the Property Trustee has actual
knowledge, the Property
<PAGE>

                                                                              19

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 Property Trustee from liability for its own negligent action, its
own negligent failure to act or its own willful misconduct, except that:

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

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

                                    b.  in the absence of bad faith on the part
                              of the Property Trustee, the Property Trustee may
                              conclusively rely, as to the truth of the
                              statements and the correctness of the opinions
                              expressed therein, upon any certificates or
                              opinions furnished to the Property Trustee and
                              conforming to the requirements of this
                              Declaration; but in the case of any such
                              certificates or opinions that by any provision
                              hereof are specifically required to be furnished
                              to the Property Trustee, the Property Trustee
                              shall be under a duty to examine the same to
                              determine whether or not they conform to the
                              requirements of this Declaration;

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

                              (iii) the Property Trustee shall not be liable
                         with respect to any action taken or omitted to be taken
                         by it without negligence, in good faith in accordance
                         with the direction of the Holders of not less than a
                         Majority in Liquidation Amount of the Securities
                         relating to the time, method and place of conducting
                         any proceeding for any remedy available to the Property
                         Trustee, or exercising any trust or power conferred
                         upon the Property Trustee under this Declaration;

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

                                                                              20

                         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 indemnity
                         reasonably satisfactory to the Property Trustee against
                         such risk or liability is not reasonably assured to it;

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

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

                              (vii)  the Property Trustee shall not be liable
                         for any interest on any money received by it except as
                         it may otherwise agree with the Sponsor. Money held by
                         the Property Trustee need not be segregated from other
                         funds held by it except in relation to the Property
                         Account maintained by the Property Trustee pursuant to
                         Section 3.8(c)(i) and except to the extent otherwise
                         required by law; and

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

                  SECTION 3.10 Certain Rights of Property Trustee.

                  (a)    Subject to the provisions of Section 3.9:

                              (i)    the Property 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, direction, consent, order, bond, debenture,
                         note, other evidence of indebtedness or other paper or
                         document believed by it to be genuine and to have been
                         signed, sent or presented by the proper party or
                         parties;

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

                                                                              21

                              (iii)  whenever in the administration of this
                         Declaration, the Property Trustee shall deem it
                         desirable that a matter be proved or established before
                         taking, suffering or omitting any action hereunder, the
                         Property Trustee (unless other evidence is herein
                         specifically prescribed) may, in the absence of bad
                         faith on its part, request and 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 Property Trustee shall have no duty to
                         see to any recording, filing or registration of any
                         instrument (including any financing or continuation
                         statement or any filing under tax or securities laws)
                         or any rerecording, refiling or registration thereof;

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

                              (vi)   the Property Trustee shall be under no
                         obligation to exercise any of the rights or powers
                         vested in it by this Declaration at the request or
                         direction of any Holder, unless such Holder shall have
                         provided to the Property Trustee security and
                         indemnity, reasonably satisfactory to the Property
                         Trustee, against the costs, expenses (including
                         attorneys' fees and expenses and the expenses of the
                         Property 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 Property
                         Trustee; provided that, nothing contained in this
                         Section 3.10(a) shall be taken to relieve the Property
                         Trustee, upon the occurrence of a Trust Enforcement
                         Event, of its obligation to exercise the rights and
                         powers vested in it by this Declaration;

                              (vii)  the Property Trustee shall not be bound to
                         make any investigation into the facts or matters stated
                         in any resolution, certificate, statement, instrument,
                         opinion, report, notice, request, direction, consent,
                         order, bond, debenture, note, other evidence of
                         indebtedness or other paper or document, but the
                         Property Trustee, in its discretion, may make such
                         further inquiry or investigation into such facts or
                         matters as it may see fit;

                              (viii) the Property Trustee may execute any of the
                         trusts or powers hereunder or perform any duties
                         hereunder either directly or by or through agents,
                         custodians, nominees or attorneys and the Property
<PAGE>

                                                                              22

                         Trustee shall not be responsible for any misconduct or
                         negligence on the part of any agent or attorney
                         appointed with due care by it hereunder;

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

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

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

                              (xii)  the Property Trustee shall not be liable
                         for any action taken, suffered or omitted to be taken
                         by it without negligence, in good faith and reasonably
                         believed by it to be authorized or within the
                         discretion, rights or powers conferred upon it by this
                         Declaration;

                              (xiii) without prejudice to any other rights
                         available to the Property Trustee under applicable law,
                         when the Property Trustee incurs expenses or renders
                         services in connection with a bankruptcy , 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;

                              (xiv)  the Property Trustee shall not be charged
                         with knowledge of a Trust Enforcement Event unless a
                         Responsible Officer of the Property Trustee obtains
                         actual knowledge of such event or the Property Trustee
                         receives written notice of such event from Holders
                         holding more than a Majority in Liquidation Amount of
                         the Preferred Securities; and
<PAGE>

                                                                              23

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

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

                  SECTION 3.11 Delaware Trustee.

                  Notwithstanding any other provision of this Declaration other
than Section 6.2, 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 Property Trustee described in
this Declaration. Except as set forth in Section 6.2, the Delaware Trustee shall
be a Trustee for the sole and limited purpose of fulfilling the requirements of
Section 3807 of the Business Trust Act. In the event the Delaware Trustee shall
at any time be required to take any action or perform any duty hereunder with
respect to the Trust, the Delaware Trustee shall be entitled to all of the same
rights as the Property Trustee listed in Section 3.9(b) and Section 3.10.

                  SECTION 3.12 Execution of Documents.

                  Except as otherwise required by the Business Trust Act, any
Regular Trustee is authorized to execute on behalf of the Trust any documents
that the Regular Trustees have the power and authority to execute pursuant to
Section 3.6.

                  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, the Securities, the Debentures or the Indenture.

                  SECTION 3.14 Duration of Trust.

                  The Trust shall exist until dissolved and terminated pursuant
to the provisions of Article 8 hereof.
<PAGE>

                                                                              24

                  SECTION 3.15 Mergers.

                  (a)    The Trust may not consolidate, amalgamate, convert
into, merge with or into, or be replaced by, or convey, transfer or lease its
properties and assets substantially as an entirety to any corporation or other
body, except as described in Section 3.15(b) and (c) and Article 8.

                  (b)    The Trust may, at the request of the Sponsor and 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 of the
Securities, the Delaware Trustee or the Property Trustee, consolidate,
amalgamate, convert into, merge with or into, or be replaced by or convey,
transfer or lease its properties substantially as an entirety to a trust
organized as such under the laws of any State; provided, that:

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

                              a.    expressly assumes all of the obligations of
                         the Trust with respect to 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 in priority with respect
                         to Distributions and payments upon liquidation,
                         redemption and otherwise;

                  (ii)   the Debenture Issuer expressly appoints a trustee of
         such Successor Entity that possesses the same powers and duties as the
         Property 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
         any other organization on which the Preferred Securities are then
         listed or quoted;

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

                  (v)    such merger, consolidation, conversion, amalgamation,
         replacement, conveyance, transfer or lease does not adversely affect
         the rights, preferences and privileges of the Holders of the Preferred
         Securities (including any Successor Securities) in any material
         respect;

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

                                                                              25

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

                    a.   such merger, consolidation, conversion, amalgamation,
                 replacement, conveyance, transfer or lease does not adversely
                 affect the rights, preferences and privileges of the Holders of
                 the Preferred Securities (including any Successor Securities)
                 in any material respect;

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

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

          (viii) the Sponsor or any permitted successor or assignee owns all of
     the Common Securities and guarantees the obligations of such Successor
     Entity under the Successor Securities at least to the extent provided by
     the Securities Guarantee; and

          (ix)   such Successor Entity expressly assumes all of the obligations
     of the Trust with respect to the Trustees.

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

                                                                              26

          SECTION 3.16  Property Trustee May File Proofs of Claim.

          In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
similar judicial proceeding relative to the Trust or any other obligor upon the
Securities or the property of the Trust or of such other obligor or their
creditors, the Property Trustee (irrespective of whether any Distributions on
the Securities shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Property Trustee shall
have made any demand on the Trust for the payment of any past due Distributions)
shall be entitled and empowered, to the fullest extent permitted by law, by
intervention in such proceeding or otherwise:

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

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

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

          Nothing herein contained shall be deemed to authorize the Property
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement adjustment or compensation affecting the
Securities or the rights of any Holder thereof or to authorize the Property
Trustee to vote in respect of the claim of any Holder in any such proceeding.


                                   ARTICLE 4

                                    SPONSOR

          SECTION 4.1  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:
<PAGE>

                                                                              27

          (a)  to prepare, execute and file with the Commission, on behalf of
the Trust, one or more registration statements on the applicable forms,
including any amendments thereto, pertaining to the Preferred Securities, the
Guarantee and the Debentures;

          (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, on behalf of the Trust and prepare, execute and file, on
behalf of the Trust, any documents to be executed and filed by the Trust in
order to comply with the applicable laws of any such States;

          (c)  to prepare, execute and file, on behalf of the Trust, as may be
appropriate, an application to the New York Stock Exchange or any other national
stock exchange or the NASDAQ Stock Market for listing upon notice of issuance of
any Preferred Securities, the Guarantee and the Debentures; and

          (d) to negotiate the terms of, execute and enter into an underwriting
agreement and other related agreements providing for the sale of the Preferred
Securities.

          SECTION 4.2 Indemnification and Fees and Expenses of the Trustees.

          The Sponsor, agrees to indemnify the Property Trustee and the Delaware
 Trustee (which, for purposes of this Section 4.2, shall include its officers,
 directors, employees and agents) for, and to hold each of them harmless
 against, any loss, liability or expense incurred without negligence or bad
 faith on the part of the Property Trustee or the Delaware Trustee, as the case
 may be, arising out of or in connection with the acceptance or administration
 of the trust or trusts hereunder, including the costs and expenses of defending
 either of them against any claim or liability in connection with the exercise
 or performance of any of their respective powers or duties hereunder; the
 provisions of this Section 4.2 shall survive the resignation or removal of the
 Delaware Trustee or the Property Trustee or the termination of this
 Declaration. To secure the obligations of the Sponsor under this Section 4.2,
 the Property Trustee and the Delaware Trustee shall have a lien prior to the
 Holders on the Debentures and all other Trust property.


                                   ARTICLE 5

                        TRUST COMMON SECURITIES HOLDER

          SECTION 5.1 Debenture Issuer's Purchase of Common Securities.

          On the Closing Date, the Debenture Issuer will purchase all of the
Common Securities issued by the Trust, for an amount equal to at least 3% of the
capital of the Trust, at the same time as the Preferred Securities are sold. If
any additional Preferred Securities are issued pursuant to the exercise of any
Over-allotment Option, then the Debenture Issuer shall purchase, on the date of
such issuance, an amount of additional Common Securities such that the aggregate
number of Common Securities held by the Debenture Issuer, upon such purchase,
will equal at least 3% of the capital of the Trust.

          The aggregate stated liquidation amount of Common Securities
outstanding at any time shall not be less than 3% of the capital of the Trust.
<PAGE>

                                                                              28

          SECTION 5.2 Covenants of the Common Securities Holder.

          For so long as the Preferred Securities remain outstanding, the Common
Securities Holder will covenant (i) to maintain, directly or indirectly, 100%
ownership of the Common Securities, (ii) to cause the Trust to remain a
statutory business trust and not to voluntarily dissolve, wind up, liquidate or
be terminated, except as permitted by this Declaration, (iii) to use its
commercially reasonable efforts to ensure that the Trust will not be an
investment company for purposes of the Investment Company Act, and (iv) to take
no action which would be reasonably likely to cause the Trust to be classified
as an association or a publicly traded partnership taxable as a corporation for
United States federal income tax purposes.


                                   ARTICLE 6

                                   TRUSTEES

          SECTION 6.1 Number of Trustees.

          The number of Trustees initially shall be five, and:

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

          (b)  after the issuance of any Securities, the number of Trustees may
be increased or decreased by vote of the 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 or by written consent in lieu of such meeting; provided
that the number of Trustees shall be at least three; and provided further that
(1) the Delaware 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 and
otherwise meets the requirements of applicable law; (2) at least one Regular
Trustee is an employee or officer of, or is affiliated with, the Sponsor; and
(3) one Trustee shall be the Property Trustee for so long as this Declaration is
required to qualify as an indenture under the Trust Indenture Act, and such
Trustee may also serve as Delaware Trustee if it meets the applicable
requirements.

          SECTION 6.2  Delaware Trustee; Eligibility.

          If required by the Business Trust Act, one Trustee (which may be the
Property 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,
<PAGE>

                                                                              29

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

          SECTION 6.3  Property Trustee; Eligibility.

          (a)  There shall at all times be one Trustee (which may be the
Delaware Trustee) which shall act as Property Trustee which shall:

          (i)  not be an Affiliate of the Sponsor; 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 other 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 million U.S. dollars
     ($50,000,000), and subject to supervision or examination by federal, State,
     Territorial or District of Columbia authority. If such corporation
     publishes reports of condition at least annually, pursuant to law or to the
     requirements of the supervising or examining authority referred to above,
     then for the purposes of this Section 6.3(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 Property Trustee shall cease to be eligible to
so act under Section 6.3(a), the Property Trustee shall immediately resign in
the manner and with the effect set forth in Section 6.6(c).

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

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

          SECTION 6.4 Qualifications of Regular Trustees and Delaware
Trustee Generally.

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

          SECTION 6.5  Initial Regular Trustees.

          The initial Regular Trustees shall be:
<PAGE>

                                                                              30

          Paul A. Mulholland, Barry H. Rosenberg and Katria N. Kowal, the
business address of all of whom is c/o Sunoco, Inc., Ten Penn Center, 1801
Market Street, Philadelphia, Pennsylvania 19103.

          SECTION 6.6 Appointment, Removal and Resignation of Trustees.

          (a)  Subject to Section 6.6(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)  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

          (iii) after the issuance of the Preferred Securities and the
     occurrence of an Indenture Event of Default, by vote of the Holders of a
     Majority in Liquidation Amount of the Preferred Securities.

          (b)  The Trustee that acts as Property Trustee shall not be removed in
accordance with Section 6.6(a) until a successor Trustee possessing the
qualifications to act as Property Trustee under Section 6.3(a) (a "Successor
Property Trustee") has been appointed and has accepted such appointment by
written instrument executed by such Successor Property Trustee and delivered to
the Regular Trustees and the Sponsor. The Trustee that acts as Delaware Trustee
shall not be removed in accordance with Section 6.6(a) until a successor Trustee
possessing the qualifications to act as Delaware Trustee under Sections 6.2 and
6.4 (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 and the Sponsor.

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

               a.   until a Successor Property Trustee has been appointed and
          has accepted such appointment by instrument executed by such Successor
          Property Trustee and delivered to the Trust, the Sponsor and the
          resigning Property Trustee; or
<PAGE>

                                                                              31

               b.   until the assets of the Trust have been completely
          liquidated and the proceeds thereof distributed to the holders of the
          Securities; 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 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 Delaware Trustee or Successor Property Trustee,
as the case may be, if the Property Trustee or the Delaware Trustee delivers an
instrument of resignation in accordance with this Section 6.6.

          (e)  If no Successor Property Trustee or Successor Delaware Trustee,
as the case may be, shall have been appointed and accepted appointment as
provided in this Section 6.6 within 60 days after delivery to the Sponsor and
the Trust of an instrument of resignation or removal, the resigning or removed
Property Trustee or Delaware Trustee, as applicable, may petition any court of
competent jurisdiction for appointment of a Successor Property Trustee or
Successor Delaware Trustee, as applicable. Such court may thereupon, after
prescribing such notice, if any, as it may deem proper, appoint a Successor
Property Trustee or Successor Delaware Trustee, as the case may be.

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

          SECTION 6.7 Vacancies among Trustees.

          If a Trustee ceases to hold office for any reason and the number of
Trustees is not reduced pursuant to Section 6.1, or if the number of Trustees is
increased pursuant to Section 6.1, 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 6.6.

          SECTION 6.8 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 6.6, 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.


<PAGE>

                                                                              32

          SECTION 6.9 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) not less than 48
hours before such meeting. Notice of any telephonic meetings of the
Regular Trustees shall be hand delivered or otherwise delivered in writing
(including by facsimile, with a hard copy by overnight courier) not less than 24
hours before a meeting. Notices shall contain a brief statement of the time,
place and anticipated purposes of the meeting. The presence (whether in person
or by telephone) of a 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 and without prior notice
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 6.10 Delegation of Power.

          (a) Any Regular Trustee may, by power of attorney consistent with
applicable law, delegate to any natural person over the age of 21 his, her or
its power for the purpose of executing any documents contemplated in Section
3.6.

          (b) 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 6.11 Merger, Conversion, Consolidation or Succession to
Business.

          Any corporation into which the Property Trustee, the Delaware Trustee
or any Regular Trustee that is not a natural person may be merged or converted
or with which such Trustee may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Trustee shall be a
party, or any corporation succeeding to all or substantially all the corporate
trust business of such Trustee shall be the successor of such Trustee hereunder,
provided such corporation 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.

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                                                                              33

                                   ARTICLE 7

                              TERMS 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 representing undivided beneficial interests in the
assets of the Trust and one class of common securities representing undivided
beneficial interests in the assets of the Trust.

          (i)  Preferred Securities. The Preferred Securities of the Trust have
     an aggregate liquidation amount with respect to the assets of the Trust of
     up [equal at least to __%] to $ [___] (subject to an increase of not more
     than [ ] in the event of the exercise of any Over-allotment Option) and a
     liquidation amount with respect to the assets of the Trust of $[___] per
     Preferred Security. The Preferred Securities are hereby designated for
     identification purposes only as [___]% Trust Preferred Securities, (the
     "Preferred Securities"). The Preferred Security Certificates evidencing the
     Preferred Securities shall be substantially in the form of Exhibit A to
     this 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 or quoted.

          (ii) Common Securities. The Common Securities of the Trust have an
     aggregate liquidation amount with respect to the assets of the Trust of up
     to $[___](subject to an increase of not more than [ ] in the event of the
     exercise of any Over-allotment Option) and a liquidation amount with
     respect to the assets of the Trust of $[___] per Common Security. The
     Common Securities are hereby designated for identification purposes only as
     [___]% Common Securities, (the "Common Securities" and, together with the
     Preferred Securities, the "Securities"). The Common Security Certificates
     evidencing the Common Securities shall be substantially in the form of
     Exhibit B to this Declaration, with such changes and additions thereto or
     deletions therefrom as may be required by ordinary usage, custom or
     practice.

          (b)  Payment of Distributions on, and payment of the Redemption Price
upon a redemption of, the Preferred Securities and the Common Securities, as
applicable, shall be made Pro Rata based on the liquidation amount of such
Preferred Securities and Common Securities; provided, however, that if on any
date on which amounts payable on distribution or redemption an Indenture Event
of Default shall have occurred and be continuing, no payment of any Distribution
on, or Redemption Price of, any of the Common Securities, and no other payment
on account of the redemption, liquidation or other acquisition of such Common
Securities, shall be made unless payment in full in cash of all accumulated and
unpaid Distributions on all of the outstanding Preferred Securities for all
Distribution periods terminating on or prior thereto, or, in the case of amounts
payable on redemption, the full amount of the Redemption Price for all of the
outstanding Preferred Securities then called for redemption, shall have been
made or provided for, and all funds available to the Property Trustee shall
first be applied to the payment in full in cash of all Distributions on, or the
Redemption Price of, the Preferred Securities then due and payable. The Trust
shall issue no securities or other interests in the assets of the Trust other
than the Preferred Securities and the Common Securities.

          (c)  The Certificates shall be signed on behalf of the Trust by a
Regular Trustee. Such signature shall be the manual or facsimile signature of
any present or any future Regular
<PAGE>

                                                                              34

Trustee. In case a Regular Trustee of the Trust who shall have signed any of the
Certificates 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 Certificate, 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.

          A Certificate representing Preferred Securities shall not be valid
until authenticated by the manual signature of an authorized officer of the
Property Trustee. Such signature shall be conclusive evidence that such
Certificate has been authenticated under this Declaration.

          Upon a written order of the Trust signed by one Regular Trustee, the
Property Trustee shall authenticate the Certificates representing Preferred
Securities for original issue. Subject to Section 7.10, the aggregate number of
Preferred Securities outstanding at any time shall not exceed the liquidation
amount set forth in Section 7.1(a)(i).

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

          (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
non-assessable beneficial interests in the assets of the Trust.

          (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 and the terms of the Securities, the Guarantee,
the Indenture and the Debentures.

          (g)  The holders of the Securities shall have no preemptive rights.
<PAGE>

                                                                              35

          SECTION 7.2 Distributions.

          (a)  Holders of Securities shall be entitled to receive cumulative
cash Distributions at the rate per annum of [___]% of the stated liquidation
amount of $[___] per Security. The amount of Distributions payable for any
period shall be computed on the basis of a 360-day year of twelve 30-day months.
The amount of distributions payable for any period shorter than a full quarterly
distribution period shall be computed on the basis of a 30-day month and for
periods of less than a month, the actual number of days elapsed per 30-day
month. Subject to Section 7.1(b), Distributions shall be made on the Preferred
Securities and the Common Securities on a Pro Rata basis. Distributions on the
Securities shall, from the Closing Date, accrue and be cumulative and shall be
payable quarterly, in arrears, on each March 31, June 30, September 30 and
December 31, commencing [___], when, as and if available for payment, by the
Property Trustee, except as otherwise described below. Distributions are payable
only to the extent that payments are made in respect of the Debentures held by
the Property Trustee and to the extent that the Trust has funds available for
the payment of such Distributions in the Property Account.

          (b)  Distributions not paid on the scheduled payment date will
accumulate and compound quarterly at the rate of [___]% per annum ("Compounded
Distributions"). "Distributions" shall mean ordinary cumulative distributions
together with any Compounded Distributions.

          (c)  If and to the extent that the Debenture Issuer makes a payment of
interest, premium and/or principal on the Debentures held by the Property
Trustee (the amount of any such payment being a "Payment Amount"), the Property
Trustee shall and is directed, to the extent funds are available for that
purpose, to make a Pro Rata distribution of the Payment Amount to Holders,
subject to Section 7.1(b).

          (d)  Distributions on the Securities shall be payable to the Holders
thereof as they appear on the register of the Trust as of the close of business
on the relevant record dates. While the Preferred Securities are represented by
one or more Global Securities, the relevant record dates shall be the close of
business on the Business Day preceding such Distribution payment date, unless a
different regular record date is established or provided for the corresponding
interest payment date on the Debentures. The relevant record dates for the
Common Securities shall be the same as for the Preferred Securities. If the
Preferred Securities shall not continue to remain represented by one or more
Global Securities, the relevant record dates for the Preferred Securities shall
be selected by the Regular Trustees and shall be at least one Business Day prior
to the relevant payment dates. At all times, the Distribution payment dates
shall correspond to the interest 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 having failed to make a
payment under the Debentures, shall cease to be payable to the Person in whose
name such Securities are registered on the relevant record date, and such
defaulted Distribution will instead be payable to the Person in whose name such
Securities are registered on the special record date or other specified date
determined in accordance with this Declaration. If any date on which
Distributions are payable on the Securities is not a Business Day, then payment
of the Distribution payable on such date will be made on the next succeeding day
that is a Business Day (and without any interest or other payment in respect of
any such delay), except that, if such Business Day is in the next succeeding
calendar year, such payment shall be made on the
<PAGE>

                                                                              36

immediately preceding Business Day, with the same force and effect as if made on
such payment date.

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

          SECTION 7.3 Redemption of Securities.

          (a)  Upon the repayment or redemption, in whole or in part, of the
Debentures held by the Trust, whether at the stated maturity of the Debentures
or upon earlier redemption as provided in the Indenture, the proceeds from such
repayment or redemption shall be simultaneously applied Pro Rata 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. Holders shall be given not less than 30 nor more than 60 days notice of
such redemption in accordance with Section 7.4.

          (b)  On the date fixed for any distribution of Debentures, upon
dissolution of the Trust, (i) the Securities will no longer be deemed to be
outstanding and (ii) certificates representing Securities will be deemed to
represent the Debentures having an aggregate principal amount equal to the
stated liquidation amount of, and bearing accrued and unpaid interest equal to
accrued and unpaid distributions on, such Securities until such certificates are
presented to the Sponsor or its agent for transfer or reissuance.

          SECTION 7.4 Redemption Procedures.

          (a) Notice of any redemption of, or notice of distribution of
Debentures in exchange for, the Securities (a "Redemption/Distribution Notice"),
which notice shall be irrevocable, 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 7.4(a), a
Redemption/Distribution Notice shall be deemed to be given on the day such
notice is first mailed by first-class mail, postage prepaid, to Holders of
Securities. Each Redemption/Distribution Notice shall be addressed to the
Holders of Securities at the address of each such Holder appearing in the
register 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.

          (b)  If fewer than all the outstanding Securities are to be so
redeemed, the Common Securities and the Preferred Securities will be redeemed
Pro Rata (subject to Section 7.1(b)) and the Preferred Securities to be redeemed
will be redeemed as described in Section 7.4(c) below. The Trust may not redeem
the Securities in part unless all accumulated and unpaid Distributions to the
date of redemption have been paid in full on all Securities then outstanding.
For all purposes of this Declaration, unless the context otherwise requires, all
provisions relating to the redemption of Preferred Securities shall relate, in
the case of any Preferred Security
<PAGE>

                                                                              37

redeemed or to be redeemed only in part, to the portion of the aggregate
liquidation amount of Preferred Securities which has been or is to be redeemed.

          (c)  Subject to the Trust's fulfillment of the notice requirements set
forth in Section 7.4(a) above, if Securities are to be redeemed, then (i) with
respect to Preferred Securities represented by one or more Global Securities, by
12:00 noon, New York City time, on the redemption date (provided that the
Debenture Issuer has paid the Property Trustee a sufficient amount of cash in
connection with the related redemption or maturity of the Debentures), the
Property Trustee will deposit irrevocably with the Depositary or its nominee (or
successor Clearing Agency or its nominee) funds sufficient to pay the applicable
Redemption Price with respect to the Preferred Securities and will give the
Depositary irrevocable instructions and authority to pay the Redemption Price to
the Holders of the Preferred Securities and (ii) with respect to Securities not
represented by one or more Global Securities (provided that the Debenture Issuer
has paid the Property Trustee a sufficient amount of cash in connection with the
related redemption or maturity of the Debentures), the Paying Agent will pay the
relevant Redemption Price to the Holders of such Securities by check mailed to
the address of the relevant Holder appearing on the register of the Trust on the
redemption date. 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 payment of the Redemption Price in respect
of any Securities is improperly withheld or refused and not paid either by the
Property Trustee or by the Sponsor as guarantor pursuant to the Guarantee,
Distributions on such Securities will continue to accrue at the then applicable
rate from the original redemption date to the actual date of payment, in which
case the actual payment date will be considered the date fixed for redemption
for purposes of calculating the Redemption Price. For these purposes, the
applicable Redemption Price shall not include Distributions which are being paid
to Holders who were Holders on a relevant record date. If a
Redemption/Distribution Notice shall have been given and funds deposited or paid
as required, then immediately prior to the close of business on the date of such
deposit or payment, Distributions will cease to accrue on the Securities called
for redemption and all rights of Holders of such Securities so called for
redemption will cease, except the right of the Holders to receive the Redemption
Price, but without interest on such Redemption Price, and from and after the
date fixed for redemption, such Securities will cease to be outstanding.

          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
called for redemption, except in the case of any Securities being redeemed in
part, any portion thereof not to be redeemed.

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


<PAGE>

                                                                              38

          SECTION 7.5  Voting Rights of Preferred Securities.

          (a)  Except as provided under Section 11.1 and this Article 7 and as
otherwise required by the Business Trust Act, the Trust Indenture Act and other
applicable law, the Holders of the Preferred Securities shall have no voting
rights.

          (b)  Subject to the requirement of the Property Trustee obtaining a
tax opinion in certain circumstances set forth in Section 7.5(d) below, the
Holders of a Majority in 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 Property Trustee, or
to direct the exercise of any trust or power conferred upon the Property Trustee
under the Declaration, including the right to direct the Property Trustee, as
Holder of the Debentures, to (i) exercise the remedies available to it under the
Indenture as a Holder of the Debentures; (ii) consent to any amendment or
modification of the Indenture or the Debentures where such consent shall be
required or (iii) waive any past default and its consequences that is waivable
under Section 5.13 of the Indenture; provided, however, that if an Indenture
Event of Default has occurred and is continuing, then the Holders of 25% of the
aggregate liquidation amount of the Preferred Securities may direct the Property
Trustee to declare the principal of and interest on the Debentures due and
payable; provided, further, that where a consent or action under the Indenture
would require the consent or act of the Holders of more than a majority of the
aggregate principal amount of Debentures affected thereby, only the Holders of
the percentage of the aggregate stated liquidation amount of the Preferred
Securities which is at least equal to the percentage required under the
Indenture may direct the Property Trustee to give such consent to take such
action.

          (c)  If the Property Trustee fails to enforce its rights under the
Debentures after a Holder of Preferred Securities has made a written request,
such Holder of Preferred Securities may, to the extent permitted by applicable
law, institute a legal proceeding directly against the Debenture Issuer to
enforce the Property Trustee's rights under the Indenture without first
instituting any legal proceeding against the Property Trustee or any other
person or entity. In addition, if a Trust Enforcement Event has occurred and is
continuing and such event is attributable to the failure of the Debenture Issuer
to make any interest, principal or other required payments when due under the
Indenture, then a Holder of Preferred Securities may directly institute a Direct
Action against the Debenture Issuer on or after the respective due date
specified in the Debentures. In connection with such Direct Action, the Holders
of Common Securities will be subrogated to the rights of such Holder of
Preferred Securities to the extent of any payment made by the Debenture Issuer
to such Holder of Preferred Securities in such Direct Action.

          (d)  The Property Trustee shall notify all Holders of the Preferred
Securities of any notice of any Indenture Event of Default received from the
Debenture Issuer with respect to the Debentures. Such notice shall state that
such Indenture Event of Default also constitutes a Trust Enforcement Event.
Except with respect to directing the time, method, and place of conducting a
proceeding for a remedy, the Property Trustee shall be under no obligation to
take any of the actions described in clause 7.5(b)(i) and (ii) above unless the
Property Trustee has obtained an opinion of independent tax counsel to the
effect that the Trust will not fail to be classified as a grantor trust for
United States federal income tax purposes as a result of such action, and each
Holder will be treated as owning an undivided beneficial interest in the
Debentures.
<PAGE>

                                                                              39

          (e)  In the event the consent of the Property Trustee, as the Holder
of the Debentures, is required under the Indenture with respect to any amendment
or modification of the Indenture, the Property Trustee shall request the written
direction of the Holders of the Securities with respect to such amendment or
modification and shall vote with respect to such amendment or modification as
directed by not less than 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 the Holders of more than a majority
of the aggregate principal amount of the Debentures, the Property Trustee may
only give such consent at the written direction of the Holders of at least the
same proportion in aggregate stated liquidation amount of the Securities. The
Property Trustee shall not take any such action in accordance with the written
directions of the Holders of the Securities unless the Property Trustee has
obtained an opinion of independent tax counsel to the effect that the Trust will
not be classified as other than a grantor trust for United States federal income
tax purposes as a result of such action, and each Holder will be treated as
owning an undivided beneficial interest in the Debentures.

          (f)  A waiver of an Indenture Event of Default with respect to the
Debentures will constitute a waiver of the corresponding Trust Enforcement
Event.

          (g)  Any required 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 or
pursuant to written consent. The Regular Trustees shall cause a notice of any
meeting at which Holders of Preferred Securities are entitled to vote to be
mailed to each Holder of record of Preferred Securities. Each such notice shall
include a statement setting forth the following information: (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.

          (h)  No vote or consent of the Holders of Preferred Securities shall
be required for the Trust to redeem and cancel Preferred Securities or
distribute Debentures in accordance with this Declaration and the terms of the
Securities.

          (i)  Notwithstanding that Holders of Preferred Securities are entitled
to vote or consent under any of the circumstances described above, any of the
Securities that are owned at such time by the Debenture Issuer, any Regular
Trustee or any entity directly or indirectly controlled by, or under direct or
indirect common control with, the Debenture Issuer or any Regular Trustee, shall
not be entitled to vote or consent and shall, for purposes of such vote or
consent, be treated as if such Securities were not outstanding.

          (j)  Subject to Section 7.5(k), Holders of the Preferred Securities
shall have no rights to appoint or remove the Trustees, who may be appointed,
removed or replaced solely by the Common Securities Holder.

          (k)  If an Indenture Event of Default has occurred and is continuing,
the Trustees may be removed at such time only by a Majority in Liquidation
Amount of the Preferred Securities.
<PAGE>

                                                                              40

          SECTION 7.6 Voting Rights of Common Securities.

          (a)  Except as provided under Section 6.1(b), this Section 7.6 or
Section 11.1 or as otherwise required by the Business Trust Act, the Trust
Indenture Act or other applicable law or provided by the Declaration, the
Holders of the Common Securities will have no voting rights.

          (b)  Subject to Section 7.5(k), the Holders of the Common Securities
shall be entitled, in accordance with Article 6 of this 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 and only after all Trust Enforcement
Events with respect to the Preferred Securities have been cured, waived, or
otherwise eliminated and subject to the requirement of the Property Trustee
obtaining a tax opinion in certain circumstances set forth in this paragraph
(c), the Holders of a Majority in Liquidation Amount of the Common Securities
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Property Trustee, or direct the exercise of any
trust or power conferred upon the Property Trustee under this Declaration,
including the right to direct the Property Trustee, as Holder of the Debentures,
to (i) exercise the remedies available to it under the Indenture as a Holder of
the Debentures, (ii) consent to any amendment or modification of the Indenture
or the Debentures where such consent shall be required or (iii) waive any past
default and its consequences that is waivable under Section 5.13 of the
Indenture; provided, however, that where a consent or action under the Indenture
would require the consent or act of the Holders of more than a majority of the
aggregate principal amount of Debentures affected thereby, only the Holders of
the percentage of the aggregate stated liquidation amount of the Common
Securities which is at least equal to the percentage required under the
Indenture may direct the Property Trustee to have such consent or take such
action. Except with respect to directing the time, method, and place of
conducting a proceeding for a remedy, the Property Trustee shall be under no
obligation to take any of the actions described in clause 7.6(c)(i) and (ii)
above unless the Property Trustee has obtained an opinion of independent tax
counsel to the effect that, as a result of such action, for United States
federal income tax purposes the Trust will not fail to be classified as a
grantor trust and each Holder will be treated as owning an undivided beneficial
interest in the Debentures.

          (d)  If the Property Trustee fails to enforce its rights under the
Debentures after a Holder of Common Securities has made a written request, such
Holder of Common Securities may, to the extent permitted by applicable law,
directly institute a legal proceeding directly against the Debenture Issuer to
enforce the Property Trustee's rights under the Debentures without first
instituting any legal proceeding against the Property Trustee or any other
person or entity.

          (e)  A waiver of an Indenture Event of Default with respect to the
Debentures will constitute a waiver of the corresponding Trust Enforcement
Event.

          (f)  Any required 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 or
pursuant to written consent. The Regular Trustees will cause a notice of any
meeting at which Holders of Common Securities are entitled to vote to
<PAGE>

                                                                              41

be mailed to each Holder of record of Common Securities. Each such notice will
include a statement setting forth the following information: (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.

          (g)  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 Debentures in accordance with the Declaration.

          SECTION 7.7 Paying Agent.

          In the event that any Preferred Securities are not in book-entry only
form, the Trust shall maintain in the Borough of Manhattan, City of New York,
State of New York, an office or agency where the Preferred Securities may be
presented for payment ("Paying Agent"). 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 the
Holders. The Trust shall notify the Property 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 Property Trustee shall act as
such. The Trust or any of its Affiliates may act as Paying Agent. The Property
Trustee shall initially act as Paying Agent for the Securities. In the event
the Property Trustee shall no longer be the Paying Agent, the Regular Trustees
shall appoint a successor (which shall be a bank or trust company acceptable to
the Debenture Issuer) to act as Paying Agent. The Paying Agent shall be
permitted to resign as Paying Agent upon 30 days' written notice to the Property
Trustee and the Debenture Issuer.

          SECTION 7.8 Listing.

          The Sponsor shall use its best efforts to cause the Preferred
Securities to be listed for quotation on the New York Stock Exchange.

          SECTION 7.9 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. To the fullest extent permitted by law, any
transfer or purported transfer of any Security not made in accordance with this
Declaration shall be null and void.

          (b)  Subject to this Article 7, Preferred Securities shall be freely
transferable.

          (c)  The Trust shall cause to be kept at the Corporate Trust Office of
the Property Trustee a register (the register maintained in such office being
herein sometimes referred to as the "Security Register") in which, subject to
such reasonable regulations as it may prescribe, the Trust shall provide for the
registration of Preferred Securities and of transfers of Preferred Securities.
The Property Trustee is hereby appointed "Security Registrar" for the purpose of
registering Preferred Securities and transfers of Preferred Securities as herein
provided.
<PAGE>

                                                                              42

          (d)  Upon surrender for registration of transfer of any Security at an
office or agency of the Trust designated for such purpose, a Regular Trustee on
behalf of the Trust shall execute, and the Property Trustee shall authenticate
and deliver, in the name of the designated transferee or transferees, one or
more new Securities of any authorized denominations and of a like aggregate
principal amount.

          (e)  At the option of the Holder, Securities may be exchanged for
other Securities of any authorized denominations and of a like aggregate
principal amount, upon surrender of the Securities to be exchanged at such
office or agency. Whenever any Securities are so surrendered for exchange, a
Regular Trustee on behalf of the Trust shall execute, and in the case of
Preferred Securities the Property Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive.

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

          (g)  No service charge shall be made for any registration of transfer
or exchange of Securities, but the Trust may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities.

          (h)  If the Securities are to be redeemed in part, the Trust shall not
be required (A) to issue, register the transfer of or exchange any Securities
during a period beginning at the opening of business 15 days before the day of
the mailing of a notice of redemption of any such Securities selected for
redemption under Section 7.4 and ending at the close of business on the day of
such mailing, or (B) to register the transfer or exchange of any Security so
selected for redemption in whole or in part, except the unredeemed portion of
any Security being redeemed in part.

          (i)  Subject to this Article 7, the Common Securities Holder and any
Related Party may only transfer Common Securities (a) to the Sponsor or a
Related Party or Affiliate of the Sponsor, or (b) to a Person in accordance with
Section 10.01 of the Indenture; provided that any such transfer shall be subject
to the condition precedent that the transferor obtain the written opinion of
nationally recognized independent tax counsel experienced in such matters that
such transfer would not cause more than an insubstantial risk that: (i) the
Trust would not be classified for United States federal income tax purposes as a
grantor trust, and (ii) the Trust would be an Investment Company required to
register under the Investment Company Act or the transferee would become an
Investment Company required to register under the Investment Company Act.

<PAGE>

                                                                              43

          SECTION 7.10 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 such security or
indemnity as may be required by them to keep each of the Trustees, the Sponsor
and the Trust harmless,

then, in the absence of notice that such Certificate shall have been acquired by
a bona fide purchaser, any Regular Trustee on behalf of the Trust shall execute
and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost
or stolen Certificate, a new Certificate of like denomination. In connection
with the issuance of any new Certificate under this Section 7.10, 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.

          SECTION 7.11 Deemed Security Holders.

          The Trustees may treat the Person in whose name any Certificate shall
be registered on the register 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.

          SECTION 7.12 Global Securities.

          The Preferred Securities may be issued in the form of one or more
Global Securities. If the Preferred Securities are to be issued in the form of
one or more Global Securities, then the Regular Trustee on behalf of the Trust
shall execute and the Property Trustee shall authenticate and deliver one or
more Global Securities that (i) shall represent and shall be denominated in an
amount equal to the aggregate liquidation amount of all of the Preferred
Securities to be issued in the form of Global Securities and not yet cancelled,
(ii) shall be registered in the name of the Depositary for such Global Security
or Preferred Securities or the nominee of such Depositary, and (iii) shall be
delivered by the Property Trustee to such Depositary or pursuant to such
Depositary's instructions. Global Securities shall bear a legend substantially
to the following effect:

          "This Preferred Security is a Global Security within the meaning of
the Declaration hereinafter referred to and is registered in the name of The
Depository Trust Company, a New York corporation (the "Depositary"), or a
nominee of the Depositary. This Preferred Security is exchangeable for Preferred
Securities registered in the name of a person other than the Depositary 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 Depositary to a nominee of the
<PAGE>

                                                                              44

Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary) may be registered except in limited circumstances.

          Unless this Preferred Security Certificate is presented by an
authorized representative of the Depositary to Sunoco Capital II or its agent
for registration of transfer, exchange or payment, and any Preferred Security
Certificate issued is registered in the name of Cede & Co. or such other name as
registered by an authorized representative of the Depositary (and any payment
hereon is made to Cede & Co. or to such other entity as is requested by an
authorized representative of the Depositary), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the
registered owner hereof, Cede & Co., has an interest herein."

          Preferred Securities not represented by a Global Security issued in
exchange for all or a part of a Global Security pursuant to this Section 7.12
shall be registered in such names and in such authorized denominations as the
Depositary, pursuant to instructions from its direct or indirect participants or
otherwise, shall instruct the Property Trustee. Upon execution and
authentication, the Property Trustee shall deliver such Preferred Securities not
represented by a Global Security to the Persons in whose names such definitive
Preferred Securities are so registered.

          At such time as all interests in Global Securities have been redeemed,
repurchased or cancelled, such Global Securities shall be, upon receipt thereof,
cancelled by the Property Trustee in accordance with standing procedures of the
Depositary. At any time prior to such cancellation, if any interest in Global
Securities is exchanged for Preferred Securities not represented by a Global
Security, redeemed, cancelled or transferred to a transferee who receives
Preferred Securities not represented by a Global Security therefor or any
Preferred Security not represented by a Global Security is exchanged or
transferred for part of Global Securities, the principal amount of such Global
Securities shall, in accordance with the standing procedures of the Depositary,
be reduced or increased, as the case may be, and an endorsement shall be made on
such Global Securities by the Property Trustee to reflect such reduction or
increase.

          The Trust and the Property Trustee may for all purposes, including the
making of payments due on the Preferred Securities, deal with the Depositary as
the authorized representative of the Holders for the purposes of exercising the
rights of Holders hereunder. The rights of the owner of any beneficial interest
in a Global Security shall be limited to those established by law and agreements
between such owners and depository participants or Euroclear and Cedel;
provided, that no such agreement shall give any rights to any Person against the
Trust or the Property Trustee without the written consent of the parties so
affected. Multiple requests and directions from and votes of the Depositary as
holder of Preferred Securities in global form with respect to any particular
matter shall not be deemed inconsistent to the extent they do not represent an
amount of Preferred Securities in excess of those held in the name of the
Depositary or its nominee.

          If at any time the Depositary for any Preferred Securities represented
by one or more Global Securities notifies the Trust that it is unwilling or
unable to continue as Depositary for such Preferred Securities or if at any time
the Depositary for such Preferred Securities shall no longer be eligible under
this Section 7.12, the Trust shall appoint a successor Depositary with
<PAGE>

                                                                              45

respect to such Preferred Securities. If a successor Depositary for such
Preferred Securities is not appointed by the Trust within 90 days after the
Trust receives such notice or becomes aware of such ineligibility, the Trust's
election that such Preferred Securities be represented by one or more Global
Securities shall no longer be effective and a Regular Trustee on behalf of the
Trust shall execute, and the Property Trustee will authenticate and deliver,
Preferred Securities in definitive registered form, in any authorized
denominations, in an aggregate liquidation amount equal to the principal amount
of the Global Security or Preferred Securities representing such Preferred
Securities in exchange for such Global Security or Preferred Securities.

          The Trust may at any time and in its sole discretion determine that
the Preferred Securities issued in the form of one or more Global Securities
shall no longer be represented by a Global Security or Preferred Securities. In
such event a Regular Trustee on behalf of the Trust shall execute, and the
Property Trustee, shall authenticate and deliver, Preferred Securities in
definitive registered form, in any authorized denominations, in an aggregate
liquidation amount equal to the principal amount of the Global Security or
Preferred Securities representing such Preferred Securities, in exchange for
such Global Security or Preferred Securities.

          Notwithstanding any other provisions of this Declaration (other than
the provisions set forth in Section 7.9), Global Securities may not be
transferred as a whole except by the Depositary to a nominee of the Depositary
or by a nominee of the Depositary to the Depositary or another nominee of the
Depositary or by the Depositary or any such nominee to a successor Depositary or
a nominee of such successor Depositary.

          Interests of beneficial owners in a Global Security may be transferred
or exchanged for Preferred Securities not represented by a Global Security and
Preferred Securities not represented by a Global Security may be transferred or
exchanged for Global Securities in accordance with rules of the Depositary and
the provisions of Section 7.9.


                                   ARTICLE 8

                     DISSOLUTION AND TERMINATION OF TRUST

          SECTION 8.1  Dissolution and Termination of Trust.

          (a)  The Trust shall dissolve upon the earliest of:

                    (i)  the bankruptcy of the Holder of the Common Securities
               or the Sponsor;

                    (ii) the filing of a certificate of dissolution or its
               equivalent with respect to the Sponsor; the consent of the
               Holders of at least a Majority in Liquidation Amount of the
               Securities to dissolve the Trust; or the revocation of the
               Sponsor's charter and the expiration of 90 days after the date of
               revocation without a reinstatement thereof;
<PAGE>

                                                                              46

                    (iii) the entry of a decree of judicial dissolution of the
               Sponsor or the Trust;

                    (iv)  the time when all of the Securities shall have been
               called for redemption and the amounts then due shall have been
               paid to the Holders in accordance with the terms of the
               Securities;

                    (v)   upon the election of the Regular Trustees, following
               the occurrence and continuation of a Special Event pursuant to
               which all of the Debentures shall have been distributed to the
               Holders of Securities in exchange for all of the Securities;

                    (vi)  at the Sponsor's election by notice and written
               direction to the Property Trustee to distribute the Debentures to
               the Holders of the Securities in exchange for all of the
               Securities; provided that the Sponsor will be required to obtain
               an opinion of counsel that the distribution of the Debentures
               will not be taxable to the Holders of the Preferred Securities
               for United States federal income tax purposes; or

                    (vii) the time when all of the Regular Trustees and the
               Sponsor shall have consented to dissolution of the Trust provided
               such action is taken before the issuance of any Securities;

          (b)  As soon as is practicable after the occurrence of an event
referred to in Section 8.1(a) and upon completion of the winding up and
liquidation of the Trust, the Regular Trustees shall terminate the Trust by
filing a certificate of cancellation of the Certificate of Trust with the
Secretary of State of the State of Delaware.

          (c)  The provisions of Section 4.2 and Article 9 shall survive the
termination of the Trust.

          SECTION 8.2 Liquidation Distribution Upon Dissolution of the Trust.

          (a)  In the event of any voluntary or involuntary liquidation,
dissolution, or winding-up of the Trust (each a "Liquidation"), the Holders of
the Securities on the date of the Liquidation will be entitled to receive, out
of the assets of the Trust available for distribution to Holders of Securities
after satisfaction of the Trusts' liabilities to creditors, if any,
distributions in cash or other immediately available funds in an amount equal to
the aggregate of the stated liquidation amount plus accumulated 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, with an interest rate identical to the distribution rate of, and
accrued and unpaid interest equal to accumulated and unpaid Distributions on,
such Securities shall be distributed on a Pro Rata basis to the Holders of the
Securities in exchange for such Securities.

          (b)  If, upon any such Liquidation, the Liquidation Distribution can
be paid only in part because the Trust has insufficient assets available to pay
in full the aggregate Liquidation
<PAGE>

                                                                              47

Distribution, then the amounts payable directly by the Trust on the Securities
shall be paid on a Pro Rata basis. The Holders of the Common Securities will be
entitled to receive distributions upon any such Liquidation Pro Rata with the
Holders of the Preferred Securities except that if an Indenture Event of Default
has occurred and is continuing, the Preferred Securities shall have a preference
over the Common Securities with regard to such distributions.


                                   ARTICLE 9

                          LIMITATION OF LIABILITY OF
              HOLDERS OF SECURITIES, DELAWARE TRUSTEES OR OTHERS

          SECTION 9.1 Liability.

          (a)  Except as expressly set forth in this Declaration and the
Guarantee, the Sponsor:

                    (i)  shall not be personally liable for the return of any
               portion of the capital contributions (or any return thereon) of
               the Holders of the Securities which shall be made solely from
               assets of the Trust; and

                    (ii) shall not be required to pay to the Trust or to any
               Holder of Securities any deficit upon dissolution of the Trust or
               otherwise.

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

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

          SECTION 9.2 Exculpation.

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

                                                                              48

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

          SECTION 9.3 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 an other Covered Person for
its good faith reliance on the provisions of this Declaration. The provisions of
this Declaration, to the extent that they restrict the duties and liabilities of
an Indemnified Person otherwise existing at law or in equity (other than the
duties imposed on the Property Trustee under the Trust Indenture Act), are
agreed by the parties hereto to replace such other duties and liabilities of
such Indemnified Person.

          (b)  Unless otherwise expressly provided herein:

                    (i)  whenever a conflict of interest exists or arises
               between 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 of Securities,

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

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

               (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
<PAGE>

                                                                              49

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

          SECTION 9.4 Indemnification.

          (a)(i) The 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 attorney fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the Trust,
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the 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.

          (ii)  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 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 attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Trust and except that no such
indemnification shall be made in respect of any 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.

          (iii) Any indemnification under paragraphs (i) and (ii) of this
Section 9.4(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.
<PAGE>

                                                                              50

          (iv)   Expenses (including 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 9.4(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 9.4(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) the Common Security Holder of the Trust, that, based upon the facts
known to the Regular Trustees, counsel or the Common Security Holder at the time
such determination is made, such Debenture Issuer Indemnified Person acted in
bad faith or in a manner that such person did not believe to be in or not
opposed to the best interests of the Trust, or, with respect to any criminal
proceeding, that such Debenture Issuer Indemnified Person believed or had
reasonable cause to believe his conduct was unlawful. In no event shall any
advance be made in instances where the Regular Trustees, independent legal
counsel or Common Security Holder reasonably determine that such person
deliberately breached his duty to the Trust or its Common or Preferred Security
Holders.

          (v)    The indemnification and advancement of expenses provided by, or
granted pursuant to, the other paragraphs of this Section 9.4(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 Debenture Issuer or Preferred
Security Holders of the Trust or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office. All
rights to indemnification under this Section 9.4(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
9.4(a) is in effect. Any repeal or modification of this Section 9.4(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 9.4(a).

          (vii)  For purposes of this Section 9.4(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
9.4(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.
<PAGE>

                                                                              51

          (viii) The indemnification and advancement of expenses provided by, or
granted pursuant to, this Section 9.4(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. The obligation to indemnify as set forth in
this Section 9.4(a) shall survive the resignation or removal of the Delaware
Trustee or the Property Trustee or the termination of this Declaration.

          (b)    The Debenture Issuer agrees to indemnify the (i) Property
Trustee, (ii) the Delaware Trustee, (iii) any Affiliate of the Property Trustee
or the Delaware Trustee, and (iv) any officers, directors, shareholders,
members, partners, employees, representatives, custodians, nominees or agents of
the Property Trustee or the Delaware Trustee (each of the Persons in (i) through
(iv) being referred to as a "Fiduciary Indemnified Person") for, and, to the
fullest extent permitted by law, to hold each Fiduciary Indemnified Person
harmless against, any loss, liability or expense incurred without negligence or
bad faith 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 (including reasonable legal fees and expenses) of defending itself
against or investigating any 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 9.4(b) shall survive the resignation and
removal of the Delaware Trustee or the Property Trustee and the satisfaction and
discharge of this Declaration. In addition, the Debenture Issuer has agreed in
the Indenture to pay the fees and expenses of the Delaware Trustee and the
Property Trustee.

          SECTION 9.5 Outside Businesses.

          Subject to Section 6.3(c), any Covered Person, the Sponsor, the
Delaware Trustee and the Property Trustee may engage in or possess an interest
in other business ventures of any nature or description, independently or with
others, similar or dissimilar to the activities of the Trust, and the Trust and
the Holders of Securities shall have no rights by virtue of this Declaration in
and to such independent ventures or the income or profits derived therefrom, and
the pursuit of any such venture, even if competitive with the activities of the
Trust, shall not be deemed wrongful or improper. No Covered Person, the Sponsor,
the Delaware Trustee or the Property Trustee shall be obligated to present any
particular investment or other opportunity to the Trust even if such opportunity
is of a character that, if presented to the Trust, could be taken by the Trust,
and any Covered Person, the Sponsor, the Delaware Trustee and the Property
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 Property
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.


<PAGE>

                                                                              52

                                  ARTICLE 10

                                  ACCOUNTING

          SECTION 10.1 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 10.2  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 Trust shall use the accrual method of accounting for
United States federal income tax purposes. The books of account and the records
of the Trust shall be examined by and reported upon as of the end of each Fiscal
Year of the Trust by a firm of independent auditors selected by the Regular
Trustees.

          (b) The Regular Trustees shall cause to be prepared and delivered to
each of the Holders of Securities, within 90 days after the end of each Fiscal
Year of the 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 statement
of income or loss.

          (c) The Regular Trustees shall cause to be duly prepared and delivered
to each of the Holders of Securities, an 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, an annual United States federal income
tax return, on a Form 1041 or such other form required by United States federal
income tax law, and any other annual income tax returns required to be filed by
the Regular Trustees on behalf of the Trust with any state or local taxing
authority.

          SECTION 10.3 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 Property Trustee shall be made directly to
the Property Account and no other funds of the Trust shall be deposited in the
Property Account. The sole signatories for such accounts shall be designated by
the Regular Trustees; provided, however, that the Property Trustee shall
designate the signatories for the Property Account.

          SECTION 10.4 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
<PAGE>

                                                                              53

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 11

                            AMENDMENTS AND MEETINGS

          SECTION 11.1 Amendments.

          (a) Except as otherwise provided in this Declaration, this Declaration
may only be amended by a written instrument approved and executed by the Sponsor
and (i) the Regular Trustees (or, if there are more than two Regular Trustees, a
majority of the Regular Trustees) and (ii) the Property Trustee if the amendment
affects the rights, powers, duties, obligations or immunities of the Property
Trustee; and (iii) by the Delaware Trustee if the amendment affects the rights,
powers, duties, obligations or immunities of the Delaware Trustee.

          (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 Property
          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);

              (ii) unless, in the case of any proposed amendment which affects
          the rights, powers, duties, obligations or immunities of the Property
          Trustee, the Property 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
<PAGE>

                                                                              54

              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 be classified other than as a
              grantor trust for United States federal income tax purposes;

                    b.   reduce or otherwise adversely affect the powers of the
              Property 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) If the Trust has issued any Securities that remain outstanding:

                    (i)  any amendment that would (a) change the amount or
              timing of any distribution of the Securities or otherwise
              adversely affect the amount of any distribution required to be
              made in respect of the Securities as of a specified date or (b)
              restrict the right of a Holder of Securities to institute suit
              for the enforcement of any such payment on or after such date,
              will entitle the Holders of such Securities, voting together as a
              single class, to vote on such amendment or proposal and such
              amendment or proposal shall not be effective except with the
              approval of each of the Holders of the Securities affected
              thereby; and

                    (ii) any amendment that would (a) adversely affect the
              powers, preferences or special rights of the Securities, whether
              by way of amendment to this Declaration or otherwise or (b)
              result in the dissolution, winding-up or termination of the Trust
              other than pursuant to the terms of this Declaration, will
              entitle the holders of the Securities voting together as a single
              class 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 the Securities affected
              thereby; provided that, if any amendment or proposal referred to
              in clause (a) above would adversely affect only the Preferred
              Securities or the Common Securities, then only the affected class
              will be entitled to vote on such amendment or proposal.

          (d) This Section 11.1 shall not be amended without the consent of all
of the Holders of the Securities.

          (e) Article 4 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 5 to increase or decrease the number of, and appoint and remove Trustees
shall not be amended
<PAGE>

                                                                              55

without the consent of the Holders of a Majority in Liquidation Amount of the
Common Securities.

          (g)   Notwithstanding Section 11.1(c), this Declaration may be amended
without the consent of the Holders of the Securities, if such amendment does not
adversely affect in any material respect the rights of the holders of the
Securities, to:

          (i)   cure any ambiguity;

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

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

          (iv)  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; or

          (v)   modify, eliminate and add to any provision of this
     Declaration to ensure that the Trust will be classified as a grantor trust
     for United States federal income tax purposes at all times that any
     Securities are outstanding or to ensure that the Trust will not be required
     to register as an Investment Company under the Investment Company Act.

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

          (a)   Meetings of the Holders of any class of Securities may be called
at any time by the 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 of Securities wish to call a meeting
and indicating the general or specific purpose for which the meeting is to be
called. Any Holders of Securities calling a meeting shall specify in writing the
Certificates held by the Holders of Securities exercising the right to call a
meeting and only those Securities specified shall be counted for purposes of
determining whether the required percentage set forth in the second sentence of
this paragraph has been met.

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

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

                                                                              56

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

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

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

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

                                                                              57

                                  ARTICLE 12

                      REPRESENTATIONS OF PROPERTY TRUSTEE
                            AND DELAWARE TRUSTEE

          SECTION 12.1  Representations and Warranties of the Property Trustee.

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

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

          (b)  the Property Trustee satisfies the requirements set forth in
     Section 6.3(a);

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

          (d)  the execution, delivery and performance of this Declaration by
     the Property Trustee does not conflict with or constitute a breach of the
     articles of association or incorporation, as the case may be, or the by-
     laws (or other similar organizational documents) of the Property Trustee;
     and

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

          SECTION 12.2  Representations and Warranties of the 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 satisfies the requirements set forth in
Section 6.2 and has the power and authority to execute and deliver, and to carry
out and perform its obligations
<PAGE>

                                                                              58

under the terms of, this Declaration and, if it is not a natural person, is duly
organized, validly existing and in good standing under the laws of its
jurisdiction of incorporation or organization;

          (b)  the Delaware Trustee has been authorized to perform its
obligations under the Certificate of Trust and this Declaration. This
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);
and

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

                                  ARTICLE 13

                                 MISCELLANEOUS

          SECTION 13.1  Notices.

          All notices provided for in this Declaration shall be in writing, duly
signed by the party giving such notice, and shall be delivered, telecopied or
mailed by registered or certified 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 Property Trustee, the Delaware Trustee and the Holders of
the Securities):

          c/o Sunoco, Inc.
          Ten Penn Center, 1801 Market Street
          Philadelphia, Pennsylvania 19103
          Attention: [___]
          Telecopy No:  [___]

          (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 Regular Trustees, the Property Trustee and the Holders of the Securities):

          Bankers Trust (Delaware)
          E.A. Delle Donne Corporate Center
          Montgomery Building
          1011 Centre Road, Suite 200
          Wilmington, DE 19805-1266
          Attention: Lisa Wilkins
          Telecopy No:(302) 636-3222
<PAGE>

                                                                              59

          (c)  if given to the Property Trustee, at its Corporate Trust Office
(or such other address as the Property Trustee may give notice of to the Regular
Trustees, the Delaware Trustee and the Holders of the Securities).

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

          Sunoco, Inc.
          Ten Penn Center
          1801 Market Street
          Philadelphia, PA 19103
          Attention: [___]
          Telecopy No: [___]


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

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

          SECTION 13.2  Governing Law.

          This Declaration and the rights of the parties hereunder shall be
governed by and interpreted in accordance with the laws of the State of
Delaware.

          SECTION 13.3  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 in a manner consistent with such
classification.

          SECTION 13.4  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 13.5  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 13.6  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 provision to persons or
circumstances other than those to which it is held invalid, shall not be
affected thereby.


<PAGE>

                                                                              60

          SECTION 13.7  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.
<PAGE>

                                                                              61

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


                                   SUNOCO, INC.
                                    as Sponsor, as Common Securities Holder and
                                    as Debenture Issuer


                                   BY:________________________________________
                                   Name:  [___]
                                   Title: [___]


                                   Bankers Trust Company
                                    as Property Trustee


                                   BY:________________________________________
                                   Name:  [___]
                                   Title: [___]


                                   Bankers Trust (Delaware)
                                    as Delaware Trustee


                                   BY:________________________________________
                                   Name: [___]
                                   Title: Trust Officer


                                   ___________________________________________
                                   [___],  as  Regular Trustee


                                   ___________________________________________
                                   [___], as Regular Trustee


                                   ___________________________________________
                                   [___], as Regular Trustee
<PAGE>

                                                                       EXHIBIT A

          [IF THE PREFERRED SECURITY IS TO BE A GLOBAL SECURITY, INSERT THE
FOLLOWING: This Preferred Security Certificate is a Global Security within the
meaning of the Declaration hereinafter referred to and is registered in the name
of The Depository Trust Company, a New York corporation (the "Depositary"), or a
nominee of the Depositary. This Preferred Security Certificate is exchangeable
for a Preferred Securities Certificate registered in the name of a person other
than the Depositary or its nominee only in the limited circumstances described
in the Declaration and no transfer of this Preferred Security Certificate (other
than a transfer of this Preferred Security Certificate as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary) may be registered except in
limited circumstances.

          Unless this Preferred Security Certificate is presented by an
authorized representative of the Depositary to the issuer or its agent for
registration of transfer, exchange or payment, and any Preferred Security
Certificate issued is registered in the name of Cede & Co. or such other name as
registered by an authorized representative of the Depositary (and any payment
hereon is made to Cede & Co. or to such other entity as is requested by an
authorized representative of the Depositary), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the
registered owner hereof, Cede & Co., has an interest herein.]

Certificate No. [____]                 Number of Preferred Securities: [___/___]
CUSIP No. [___]


                  Certificate Evidencing Preferred Securities
                                      of
                               Sunoco Capital II

                         [___]% % Preferred Securities
              (liquidation amount $[___] per Preferred Security)

          Sunoco Capital II , a statutory business trust created under the laws
of the State of Delaware (the "Trust"), hereby certifies that Cede & Co. (the
"Holder") is the registered owner of [___/____] preferred securities of the
Trust representing undivided beneficial interests in the assets of the Trust
designated the [___]% Preferred Securities, (liquidation amount $[___] per
Preferred Security) (the "Preferred Securities"). The Preferred Securities are
transferable on the register of the Trust, in person or by a duly authorized
attorney, upon surrender of this certificate duly endorsed and in proper form
for transfer as provided in the Declaration (as defined below). 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 [___] (as the same may be amended from time to time (the
"Declaration"), among SUNOCO, INC., as Sponsor, [___], [___] and [___], as
Regular Trustees, [___], as Property Trustee, and [___], as
<PAGE>

Delaware Trustee. Capitalized terms used herein but not defined shall have the
meaning given them in the Declaration. The Holder is entitled to the benefits of
the Guarantee to the extent described therein. The Sponsor will provide a copy
of the Declaration, the 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.

          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 undivided indirect beneficial interests in the Debentures.

          This Preferred Security and the rights of the parties hereunder shall
be governed and interpreted in accordance with the laws of the State of
Delaware.

          IN WITNESS WHEREOF, the Trust has executed this certificate this
[___]/th/ day of [___].

                                   SUNOCO CAPITAL II


                                   By:______________________
                                   Name:
                                   Title: Regular Trustee


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


                                   [___],
                                   as Property Trustee


                                   By:______________________
                                      Authorized Officer
<PAGE>

                                                                       EXHIBIT B



Certificate No. [___]                         Number of Common Securities: [___]

                   Certificate Evidencing Common Securities
                                      of
                               Sunoco Capital II

                           [___]% Common Securities,
                (liquidation amount $[___] per Common Security)


          Sunoco Capital II , a statutory business trust created under the laws
of the State of Delaware (the "Trust"), hereby certifies that SUNOCO, INC. (the
"Holder") is the registered owner of [___] common securities of the Trust
representing an undivided beneficial interest in the assets of the Trust
designated the [___]% Common Securities, (liquidation amount $[___] per Common
Security) (the "Common Securities"). 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 [___] (as the same may be amended from time to time, the
"Declaration"), among SUNOCO, INC., as Sponsor, [___], [___] and [___], as
Regular Trustees, [___], as Property Trustee, and [___], as Delaware Trustee.
The Holder is entitled to the benefits of the Guarantee to the extent described
therein. Except as set forth in Section 7.9 of the Declaration, the Common
Securities are not transferable and any attempted transfer thereof in violation
of Section 7.9 of the Declaration shall be void. Capitalized terms used herein
but not defined shall have the meaning given them in the Declaration. The
Sponsor will provide a copy of the Declaration, the Guarantee and the Indenture
to the 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.

          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 an undivided indirect beneficial interest in the Debentures.

          This Common Security and the rights of the parties hereunder shall be
governed and interpreted in accordance with the laws of the State of Delaware.
<PAGE>

                                                                               2

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

                               SUNOCO CAPITAL II


                                   By:____________________________________
                                      Name:
                                      Title: Regular Trustee