<PAGE>   1


                                                                    EXHIBIT 4.18

================================================================================



                    AMENDED AND RESTATED DECLARATION OF TRUST

                                      AMONG

                           BURLINGTON RESOURCES INC.,


                           THE CHASE MANHATTAN BANK,
                              AS PROPERTY TRUSTEE,


                         CHASE MANHATTAN BANK DELAWARE,
                               AS DELAWARE TRUSTEE

                                       AND

                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN

                                 DATED AS OF [ ]


                         BURLINGTON RESOURCES CAPITAL II




================================================================================









<PAGE>   2




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



<TABLE>
<CAPTION>
                                                                              Sections of this
Trust Indenture Act Section                                                   Declaration of Trust
---------------------------                                                   --------------------


<S>                                                                                    <C>
Section 310(a)(1).......................................................................8.7(a), 8.7(b)
(a)(2)..................................................................................8.7(a)
(a)(3)..................................................................................8.9
(a)(4)..................................................................................8.5, 2.7(a)(ii)
(b).....................................................................................8.8
Section 311(a)..........................................................................8.13
(b).....................................................................................8.13
Section 312(a)..........................................................................5.7
(b).....................................................................................5.7
(c).....................................................................................5.7
Section 313(a)..........................................................................8.14(a)
(a)(4)..................................................................................8.14(a)
(b).....................................................................................8.14(a)
(c).....................................................................................8.14(a), 10.8
Section 314(a)..........................................................................8.15
(b).....................................................................................Not Applicable
(c)(1)..................................................................................8.16
(c)(2)..................................................................................8.16
(c)(3)..................................................................................Not Applicable
(d).....................................................................................Not Applicable
(e).....................................................................................1.1, 8.16
Section 315(a)..........................................................................8.1(a), (c), 8.3(a)
(b).....................................................................................8.2, 10.8
(c).....................................................................................8.1(a)
(d).....................................................................................8.1, 8.3
(e).....................................................................................Not Applicable
Section 316(a)..........................................................................Not Applicable
(a)(1)(A)...............................................................................Not Applicable
(a)(1)(B)...............................................................................Not Applicable
(a)(2)..................................................................................Not Applicable
(b).....................................................................................5.14
(c).....................................................................................6.7
Section 317(a)(1).......................................................................Not Applicable
(a)(2)..................................................................................Not Applicable
(b).....................................................................................5.9, 8.2
</TABLE>




<PAGE>   3

<TABLE>
<S>                                                                                    <C>
Section 318(a)..........................................................................10.10
</TABLE>

Note:    This reconciliation and tie sheet shall not, for any purpose, be deemed
         to be a part of the Declaration of Trust.

<PAGE>   4




                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                           Page
                                                                                                           ----

<S>                                                                                                         <C>
ARTICLE I         DEFINED TERMS..............................................................................2

         Section 1.1.      Definitions.......................................................................2

ARTICLE II        ESTABLISHMENT OF THE TRUST................................................................11

         Section 2.1.      Name.............................................................................11
         Section 2.2.      Office of the Delaware Trustee; Principal Place of Business......................11
         Section 2.3.      Initial Contribution of Trust Property; Organizational Expenses..................11
         Section 2.4.      Issuance of the Preferred Securities.............................................12
         Section 2.5.      Issuance of the Common Securities; Subscription and Purchase of Debentures.......12
         Section 2.6.      Declaration of Trust.............................................................12
         Section 2.7.      Authorization to Enter into Certain Transactions.................................13
         Section 2.8.      Assets of Trust..................................................................17
         Section 2.9.      Title to Trust Property..........................................................17

ARTICLE III       PAYMENT ACCOUNT...........................................................................17

         Section 3.1.      Payment Account..................................................................17

ARTICLE IV        CERTAIN TERMS OF THE TRUST SECURITIES.....................................................18

         Section 4.1.      Distributions....................................................................18
         Section 4.2.      Redemption.......................................................................19
         Section 4.3.      Subordination of Common Securities...............................................21
         Section 4.4.      Payment Procedures...............................................................22
         Section 4.5.      Tax Returns and Reports..........................................................22
         Section 4.6.      Payments under Indenture.........................................................23

ARTICLE V         TRUST SECURITIES CERTIFICATES.............................................................23

         Section 5.1.      Initial Ownership................................................................23
         Section 5.2.      The Trust Securities Certificates................................................23
         Section 5.3.      Execution and Delivery of Trust Securities Certificates..........................24
         Section 5.4.      Registration of Transfer and Exchange of Preferred Securities Certificates.......24
         Section 5.5.      Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates...............25
         Section 5.6.      Persons Deemed Securityholders...................................................25
         Section 5.7.      Access to List of Securityholders' Names and Addresses...........................25
</TABLE>


                                      -i-

<PAGE>   5

<TABLE>
<S>                                                                                                        <C>
         Section 5.8.      Maintenance of Office or Agency..................................................26
         Section 5.9.      Appointment of Paying Agent......................................................26
         Section 5.10.     Ownership of Common Securities by Depositor......................................27
         Section 5.11.     Book-Entry Preferred Securities Certificates; Common Securities Certificate......27
         Section 5.12.     Notices to Clearing Agency.......................................................28
         Section 5.13.     Definitive Preferred Securities Certificates.....................................28
         Section 5.14.     Rights of Securityholders........................................................29

ARTICLE VI        ACTS OF SECURITYHOLDERS; MEETINGS; VOTING.................................................31

         Section 6.1.      Limitations on Voting Rights.....................................................31
         Section 6.2.      Notice of Meetings...............................................................32
         Section 6.3.      Meetings of Preferred Securityholders............................................33
         Section 6.4.      Voting Rights....................................................................33
         Section 6.5.      Proxies, etc.....................................................................33
         Section 6.6.      Securityholder Action by Written Consent.........................................34
         Section 6.7.      Record Date for Voting and Other Purposes........................................34
         Section 6.8.      Acts of Securityholders..........................................................34
         Section 6.9.      Inspection of Records............................................................35

ARTICLE VII       REPRESENTATIONS AND WARRANTIES............................................................35

         Section 7.1.      Representations and Warranties of the Property Trustee and the Delaware Trustee..35
         Section 7.2.      Representations and Warranties of Depositor......................................37

ARTICLE VIII  THE TRUSTEES..................................................................................37

         Section 8.1.      Certain Duties and Responsibilities..............................................37
         Section 8.2.      Certain Notices..................................................................39
         Section 8.3.      Certain Rights of Property Trustee...............................................39
         Section 8.4.      Not Responsible for Recitals or Issuance of Securities...........................42
         Section 8.5.      May Hold Securities..............................................................42
         Section 8.6.      Compensation; Indemnity; Fees....................................................42
         Section 8.7.      Corporate Property Trustee Required; Eligibility of Trustees.....................43
         Section 8.8.      Conflicting Interests............................................................44
         Section 8.9.      Co-Trustees and Separate Trustee.................................................44
         Section 8.10.     Resignation and Removal, Appointment of Successor................................46
         Section 8.11.     Acceptance of Appointment by Successor...........................................47
         Section 8.12.     Merger, Conversion, Consolidation or Succession to Business......................48
         Section 8.13.     Preferential Collection of Claims Against Depositor or Trust.....................48
         Section 8.14.     Reports by the Property Trustee..................................................49
         Section 8.15.     Reports to the Property Trustee..................................................49
</TABLE>



                                      -ii-

<PAGE>   6

<TABLE>
<S>                                                                                                        <C>
         Section 8.16.     Evidence of Compliance with Conditions Precedent.................................49
         Section 8.17.     Number of Trustees...............................................................49
         Section 8.18.     Delegation of Power..............................................................50

ARTICLE IX        TERMINATION, LIQUIDATION AND MERGER.......................................................50

         Section 9.1.      Dissolution Upon Expiration Date.................................................50
         Section 9.2.      Early Dissolution................................................................50
         Section 9.3.      Termination......................................................................51
         Section 9.4.      Liquidation......................................................................51
         Section 9.5.      Mergers, Consolidations, Amalgamations or Replacements of the Trust..............53

ARTICLE X         MISCELLANEOUS PROVISIONS..................................................................54

         Section 10.1.     Limitation of Rights of Securityholders..........................................54
         Section 10.2.     Amendment........................................................................54
         Section 10.3.     Separability.....................................................................56
         Section 10.4.     Governing Law....................................................................56
         Section 10.5.     Payments Due on Non-Business Day.................................................57
         Section 10.6.     Successors.......................................................................57
         Section 10.7.     Headings.........................................................................57
         Section 10.8.     Reports, Notices and Demands.....................................................57
         Section 10.9.     Agreement Not to Petition........................................................58
         Section 10.10.    Trust Indenture Act; Conflict with Trust Indenture Act...........................58
         Section 10.11.    Acceptance of Terms of Declaration of Trust, Guarantee and Indenture.............59

SIGNATURES.................................................................................................S-1

EXHIBIT A  Certificate of Trust............................................................................A-1
EXHIBIT B  Letter of Representation........................................................................B-1
EXHIBIT C  Form of Common Security.........................................................................C-1
EXHIBIT D  Form of Preferred Security......................................................................D-1
</TABLE>


                                     -iii-


<PAGE>   7




                  AMENDED AND RESTATED DECLARATION OF TRUST AGREEMENT dated as
of [ ], among (i) Burlington Resources Inc., a Delaware corporation (including
any successors or assigns, the "Depositor"), (ii) The Chase Manhattan Bank, a
New York banking corporation, as property trustee (the "Property Trustee" and,
in its separate corporate capacity and not in its capacity as Property Trustee,
the "Bank"), (iii) Chase Manhattan Bank Delaware, a Delaware corporation, as
Delaware trustee (the "Delaware Trustee"), (iv) Steven J. Shapiro, whose address
is [ ] (an "Administrative Trustee") (the Property Trustee, the Delaware Trustee
and the Administrative Trustee referred to collectively as the "Trustees") and
(v) the several Holders, as hereinafter defined (this "Declaration of Trust").



                                   WITNESSETH:

                  WHEREAS, the Depositor and the Trustees have heretofore duly
declared and established a business trust pursuant to the Delaware Business
Trust Act by entering into that certain Declaration of Trust, dated as of May 6,
1998 (the "Original Declaration of Trust"), and by the execution and filing with
the Secretary of State of the State of Delaware of the Certificate of Trust,
filed on May 6, 1998, attached as Exhibit A; and

                  WHEREAS, the Depositor and the Trustees desire to amend and
restate the Original Declaration of Trust in its entirety as set forth herein to
provide for, among other things, (i) the issuance of the Common Securities by
the Trust to the Depositor, (ii) the issuance and sale of the Preferred
Securities by the Trust pursuant to the Underwriting Agreement and (iii) the
acquisition by the Trust from the Depositor of all of the right, title and
interest in the Debentures;

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




<PAGE>   8
                                      -2-



                                    ARTICLE I

                                  DEFINED TERMS


                  Section 1.1. Definitions.

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

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

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

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

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

                  "Act" has the meaning specified in Section 6.8.

                  "Administrative Trustee" means John E. Hagale, solely in such
Person's capacity as Administrative Trustee of the Trust created and continued
hereunder and not in such Person's individual capacity, or such Administrative
Trustee's successor in interest in such capacity, or any successor trustee
appointed as herein provided.

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

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

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



<PAGE>   9
                                      -3-


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

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

                  "Bankruptcy Laws" has the meaning specified in Section 10.9.

                  "Book-Entry Preferred Securities Certificates" means a
beneficial interest in the Preferred Securities Certificates, ownership and
transfers of which shall be made through book entries by a Clearing Agency as
described in Section 5.11.

                  "Business Day" means a day other than (a) a Saturday or
Sunday, (b) a day on which banking institutions in The City of New York are
authorized or required by law to remain closed, or (c) a day on which the
Federal Reserve Bank of New York is not open.

                  "Certificate Depository Agreement" means the agreement among
the Trust, the Depositor and The Depository Trust Company, as the initial
Clearing Agency, dated as of the Closing Date, relating to the Trust Securities
Certificates, substantially in the form attached as Exhibit B, as the same may
be amended and supplemented from time to time.

                  "Clearing Agency" means an organization registered as a
"clearing agency" pursuant to Section 17A of the Securities Exchange Act of
1934, as amended. The Depository Trust Company will be the initial Clearing
Agency.



<PAGE>   10
                                      -4-


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

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

                  "Code" means the Internal Revenue Code of 1986, as amended.

                  "Commission" means the Securities and Exchange Commission, as
from time to time constituted, created under the Securities Exchange Act of
1934, as amended, or, if at any time after the execution of this instrument such
Commission is not existing and performing the duties now assigned to it under
the Trust Indenture Act, then the body performing such duties at such time.

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

                  "Common Security" means an undivided beneficial ownership
interest in the assets of the Trust, having a Liquidation Amount of $[ ], and
having the rights provided therefor in this Declaration of Trust, including the
right to receive Distributions and a Liquidation Distribution as provided
herein.

                  "Corporate Trust Office" means the principal office of the
Property Trustee.

                  "Coupon Rate" has the meaning specified in 4.1(b).

                  "Debenture Event of Default" means an event of default under
the Indenture.

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

                  "Debentures" means the aggregate principal amount of the
Depositor's [ ]% Subordinated Debentures issued under the Indenture.

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

                  "Definitive Preferred Securities Certificates" means either or
both (as the context requires) of (a) Preferred Securities Certificates issued
as Book-Entry Preferred Securities






<PAGE>   11
                                      -5-


Certificate as provided in Section 5.11(a) and (b) Preferred Securities
Certificates issued in certificated, fully registered form as provided in
Section 5.13.

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

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

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

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

                  "Distributions" means amounts payable in respect of the Trust
Securities as provided in Section 4.1.

                  "Event of Default" means any one of the following events
(whatever the reason for such Event of Default and whether it shall be voluntary
or involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

                  (a) the occurrence of an Event of Default with respect to a
         Debenture; or

                  (b) default by the Property Trustee in the payment of any
         Distribution when it becomes due and payable, and continuation of such
         default for a period of 60 days; or

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

                  (d) default in the performance, or breach, in any material
         respect, of any covenant or warranty of the Trustees in this
         Declaration of Trust (other than a covenant or warranty a default in
         the performance or breach of which is dealt with in clause (b) or (c)
         above) and continuation of such default or breach for a period of 90
         days after there has been given, by registered or certified mail, to
         the defaulting Trustee or Trustees by the Holders of at least 25% in
         aggregate liquidation preference of the Outstanding Preferred
         Securities a written notice specifying such default or breach and
         requiring it to be remedied and stating that such notice is a "Notice
         of Default" hereunder; or



<PAGE>   12
                                      -6-


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

                  "Expiration Date" has the meaning specified in Section 9.1.

                  "Guarantee" means the Guarantee Agreement executed and
delivered by the Depositor and [ ], as guarantee trustee, contemporaneously with
the execution and delivery of this Declaration of Trust, for the benefit of the
Holders of the Trust Securities, as amended from time to time.

                  "Indenture" means the Indenture, dated as of [ ], between the
Depositor and the Indenture Trustee, as amended or supplemented from time to
time.

                  "Indenture Trustee" means [ ], a national banking association
organized under the laws of the United States, as trustee under the Indenture
and any successor thereto.

                  "Investment Company Event" means that the Administrative
Trustees shall have received an opinion from 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 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" which is required to be registered
under the Investment Company Act of 1940, as amended, which Change in 1940 Act
Law becomes effective on or after the date hereof.

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

                  "Like Amount" means (a) with respect to a redemption of Trust
Securities, Trust Securities having a Liquidation Amount equal to the principal
amount of Debentures to be contemporaneously redeemed in accordance with the
Indenture, allocated to the Common Securities and the Preferred Securities based
upon the relative Liquidation Amounts of such classes and the proceeds of which
will be used to pay the Redemption Price of such Trust Securities, and (b) with
respect to a distribution of Debentures to Holders of Trust Securities in
connection with a dissolution or liquidation of the Trust, Debentures having a
principal amount equal to the Liquidation Amount of the Trust Securities of the
Holder to whom such Debentures are distributed.



<PAGE>   13
                                      -7-


                  "Liquidation Amount" means the stated amount (expressed in
U.S. Dollars) per Trust Security.

                  "Liquidation Date" means the date on which Debentures are to
be distributed to Holders of Trust Securities in connection with a termination
and liquidation of the Trust pursuant to Section 9.4(a).

                  "Liquidation Distribution" has the meaning specified in
Section 9.4(d).

                  "Ministerial Action" means the taking of an action, such as
filing a form or making an election, or pursuing some other similar reasonable
measure that will have no adverse effect on the Trust, the Depositor or the
Holders of the Trust Securities and will involve no material cost.

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

                  "No Recognition Opinion" has the meaning specified in Section
4.2(a).

                  "Officer" means the Chairman, any Vice-Chairman, the
President, any Executive or Senior Vice President, any Vice President, the
Treasurer or any Assistant Treasurer, the Secretary or any Assistant Secretary
of the Depositor.

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

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

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

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

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


<PAGE>   14
                                      -8-


                  "Opinion of Counsel" means a written opinion of counsel, who
may be counsel for the Trust, the Property Trustee or the Depositor, and who
shall be reasonably acceptable to the Property Trustee.

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

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

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

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

                  (c) Preferred Securities which have been paid or in exchange
         for or in lieu of which other Preferred Securities have been executed
         and delivered pursuant to Sections 5.4, 5.5, 5.11 and 5.13;

provided, however, that in determining whether the Holders of the requisite
Liquidation Amount of the outstanding Preferred Securities have given any
request, demand, authorization, direction, notice, consent or waiver hereunder,
Preferred Securities owned by the Depositor, any Trustee or any Affiliate of the
Depositor or any Trustee shall be disregarded and deemed not to be Outstanding,
except that (a) in determining whether any Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Preferred Securities that such Trustee knows to be so owned shall
be so disregarded and (b) the foregoing shall not apply at any time when all of
the outstanding Preferred Securities are owned by the Depositor, one or more of
the Trustees and/or any such Affiliate. Preferred Securities so owned which have
been pledged in good faith may be regarded as outstanding if the pledgee
establishes to the satisfaction of the Administrative Trustee the pledgee's
right so to act with respect to such Preferred Securities and that the pledgee
is not the Depositor or any Affiliate of the Depositor.

                  "Owner" means each Person who is the beneficial owner of a
Book-Entry Preferred Securities Certificate as reflected in the records of the
Clearing Agency or, if a Clearing Agency Participant is not the Owner, then as
reflected in the records of a Person maintaining




<PAGE>   15
                                      -9-


an account with such Clearing Agency (directly or indirectly, in accordance with
the rules of such Clearing Agency).

                  "Paying Agent" means any paying agent or co-paying agent
appointed pursuant to Section 5.9 and shall initially be the Bank.

                  "Payment Account" means a segregated non-interest-bearing
corporate trust account maintained by the Property Trustee with the Bank in its
trust department for the benefit of the Securityholders in which all amounts
paid in respect of the Debentures will be held and from which the Property
Trustee shall make payments to the Securityholders in accordance with Sections
4.1 and 4.2.

                  "Person" means any individual, corporation, partnership, joint
venture, trust, limited liability company or corporation, unincorporated
organization or government or any agency or political subdivision thereof.

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

                  "Preferred Security" means an undivided beneficial ownership
interest in the assets of the Trust, having a Liquidation Amount of $[ ] and
having the rights provided therefor in this Declaration of Trust, including the
right to receive Distributions and a Liquidation Distribution as provided
herein.

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

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

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

                  "Redemption Tax Opinion" shall have the meaning specified in
Section 4.2(a).



<PAGE>   16
                                      -10-


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

                  "Securities Register" and "Securities Registrar" have the
respective meanings specified in Section 5.4.

                  "Securities Resolution" means a resolution of the board of
directors of the Depositor or any authorized committee of such board or by a
committee of Officers or an Officer pursuant to delegation by such board
authorizing a series or a supplemental indenture authorizing a series executed
by an authorized Officer.

                  "Securityholder" or "Holder" means a Person in whose name a
Trust Security or Trust Securities is registered in the Securities Register; any
such Person being a beneficial owner within the meaning of the Delaware Business
Trust Act.

                  "series" means a series of securities or the securities of the
series issued under the Indenture.

                  "Tax Event" means the receipt by the Trust of an Opinion of
Counsel experienced in such matters to the effect that, as a result of (a) any
amendment to, or change (including any announced prospective change) in, the
laws (or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein or (b) any amendment to, or
change in, an interpretation or application of such laws or regulations, there
is more than an insubstantial risk that (i) the Trust would be subject to United
States federal income tax with respect to income accrued or received on the
Debentures, (ii) interest payable to the Trust on the Debentures would not be
deductible, in whole or in part, by the Depositor for United States federal
income tax purposes or (iii) the Trust would be subject to more than a de
minimis amount of other taxes, duties or other governmental charges, which
change or amendment becomes effective on or after the date hereof.

                  "Trust" means the Delaware business trust created and
continued hereby and identified on the cover page to this Declaration of Trust.

                  "Trust Indenture Act" means the Trust Indenture Act of 1939 as
in force at the date as of which this instrument was executed; provided,
however, that in the event the Trust Indenture Act of 1939 is amended after such
date, "Trust Indenture Act" means, to the extent required by any such amendment,
the Trust Indenture Act of 1939 as so amended.

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



<PAGE>   17
                                      -11-


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

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

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

                  "Underwriting Agreement" means the Underwriting Agreement,
dated as of [ ], among the Trust, the Depositor and the underwriters named
therein.


                                   ARTICLE II

                           ESTABLISHMENT OF THE TRUST


                  Section 2.1. Name.

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

                  Section 2.2. Office of the Delaware Trustee; Principal Place
of Business.

                  The address of the Delaware Trustee in the State of Delaware
is 1201 Market Street, Wilmington, Delaware 19801, Attention: [Corporate Trust
Services Division], or such other address in the State of Delaware as the
Delaware Trustee may designate by written notice to the Depositor. The principal
executive office of the Trust is c/o Burlington Resources Inc., 501 Westheimer,
Suite 1400, Houston, Texas 77056.

                  Section 2.3. Initial Contribution of Trust Property;
Organizational Expenses.

                  The Trustees acknowledge receipt from the Depositor in
connection with the Original Declaration of Trust of the sum of $10, which
constituted the initial Trust Property. The Depositor shall pay organizational
expenses of the Trust as they arise or shall, upon request of any Trustee,
promptly reimburse such Trustee for any such expenses paid by such




<PAGE>   18
                                      -12-


Trustee. The Depositor shall make no claim upon the Trust Property for the
payment of such expenses.

                  Section 2.4. Issuance of the Preferred Securities.

                  On [ ], the Depositor, on behalf of the Trust and pursuant to
the Declaration of Trust, executed and delivered the Underwriting Agreement.
Contemporaneously with the execution and delivery of this Declaration of Trust,
an Administrative Trustee, on behalf of the Trust, shall execute in accordance
with Section 5.2 and deliver to the Underwriters named in the Underwriting
Agreement, Preferred Securities Certificates, registered in the name of the
nominee of the initial Clearing Agency, representing [ ] Preferred Securities
having an aggregate Liquidation Amount of $[ ], against receipt of such
aggregate purchase price of such Preferred Securities of $[ ], which amount the
Administrative Trustee shall promptly deliver to the Property Trustee.

                  Section 2.5. Issuance of the Common Securities; Subscription
and Purchase of Debentures.

                  Contemporaneously with the execution and delivery of this
Declaration of Trust, an Administrative Trustee, on behalf of the Trust, shall
execute in accordance with Section 5.2 and deliver to the Depositor Common
Securities Certificates, registered in the name of the Depositor, representing [
] Common Securities having an aggregate Liquidation Amount of $[ ] (or $[ ] in
the aggregate) against payment by the Depositor of such amount.
Contemporaneously therewith, an Administrative Trustee, on behalf of the Trust,
shall subscribe to and purchase from the Depositor Debentures, registered in the
name of the Trust and having an aggregate principal amount equal to $[ ], and,
in satisfaction of the purchase price for such Debentures, the Property Trustee,
on behalf of the Trust, shall deliver to the Depositor the sum of $[ ].

                  Section 2.6. Declaration of Trust.

                  The exclusive purposes and functions of the Trust are (a) to
issue and sell Trust Securities and use the proceeds from such sale to acquire
the Debentures, and (b) to engage in those activities necessary, convenient or
incidental thereto. The Depositor hereby appoints the Trustees as trustees of
the Trust, to have all the rights, powers and duties to the extent set forth
herein, and the Trustees hereby accept such appointment. The Property Trustee
hereby declares that it will hold the Trust property upon and subject to the
conditions set forth herein for the benefit of the Trust and the
Securityholders. The Administrative Trustee shall have all rights, powers and
duties set forth herein and in accordance with applicable law with respect to
accomplishing the purposes of the Trust. The Delaware Trustee shall not be
entitled to exercise any powers, nor shall the Delaware Trustee have any of the
duties and responsibilities, of the Trustees set forth herein, except as
required by the Delaware Business Trust Act. The




<PAGE>   19
                                      -13-


Delaware Trustee shall be one of the Trustees of the Trust for the sole and
limited purpose of fulfilling the requirements of Section 3807(a) of the
Delaware Business Trust Act.

                  Section 2.7. Authorization to Enter into Certain Transactions.

                  (a) The Trustees shall conduct the affairs of the Trust in
accordance with the terms of this Declaration of Trust. Subject to the
limitations set forth in paragraph (b) of this Section and Article VIII, and in
accordance with the following provisions (i) and (ii), the Administrative
Trustee shall have the authority to enter into all transactions and agreements
determined by the Trustees to be appropriate in exercising the authority granted
to the Trustees under this Declaration of Trust, and to perform all acts in
furtherance thereof, including without limitation, the following:

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

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

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

                           (C) execution of the Trust Securities in accordance
                  with this Declaration of Trust;

                           (D) the negotiation of the terms, and execution and
                  delivery, for and on behalf of the Trust, of the Underwriting
                  Agreement providing for the sale of the Preferred Securities;

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

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



<PAGE>   20
                                      -14-


                           (G) assisting in the listing of the Preferred
                  Securities upon such securities exchange or exchanges as shall
                  be determined by the Depositor and the registration of the
                  Preferred Securities under the Securities Exchange Act of
                  1934, as amended, and the preparation and filing of all
                  periodic and other reports and other documents pursuant to the
                  foregoing;

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

                           (I) the appointment of a Paying Agent, authenticating
                  agent and Securities Registrar in accordance with this
                  Declaration of Trust;

                           (J) registering transfer of the Trust Securities in
                  accordance with this Declaration of Trust;

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

                           (L) unless otherwise required by the Trust Indenture
                  Act, to execute on behalf of the Trust (either acting alone or
                  together with the Administrative Trustee) any documents that
                  the Administrative Trustee has the power to execute pursuant
                  to this Declaration of Trust; and

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

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

                           (A) the establishment of the Payment Account;

                           (B) the receipt of the Debentures;

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



<PAGE>   21
                                      -15-


                           (D) the distribution of amounts owed to the
                  Securityholders in respect of the Trust Securities;

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

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

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

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

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

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

                           (K) to engage in such Ministerial Activities as shall
                  be necessary, appropriate, convenient or incidental to effect
                  the repayment of the Preferred Securities and the Common
                  Securities to the extent the Debentures mature or are
                  redeemed; and

                           (L) except as otherwise provided in this Section
                  2.7(a)(ii), the Property Trustee shall have none of the
                  duties, liabilities, powers or the authority of the
                  Administrative Trustee set forth in Section 2.7(a)(i).

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





<PAGE>   22
                                      -16-


or otherwise dispose of any of the Trust Property or interests therein,
including to Securityholders, except as expressly provided herein, (iii) take
any action that would cause the Trust to fail or cease to qualify as a "grantor
trust" for United States Federal income tax purposes, (iv) incur any
indebtedness for borrowed money or issue any other debt or (v) take or consent
to any action that would result in the placement of a Lien on any of the Trust
Property. The Administrative Trustee shall defend all claims and demands of all
Persons at any time claiming any Lien on any of the Trust Property adverse to
the interest of the Trust or the Securityholders in their capacity as
Securityholders.

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

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

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

                  (iii) the preparation for filing by the Trust and execution on
         behalf of the Trust of an application to the New York Stock Exchange or
         any other national stock exchange or the Nasdaq National Market for
         listing upon notice of issuance of any Preferred Securities;

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

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

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



<PAGE>   23
                                      -17-


                  (d) Notwithstanding anything herein to the contrary, the
Administrative Trustee is authorized and directed to conduct the affairs of the
Trust and to operate the Trust so that the Trust will not be deemed to be an
"investment company" required to be registered under the 1940 Act, or taxed as a
corporation for United States Federal income tax purposes and so that the
Debentures will be treated as indebtedness of the Depositor for United States
Federal income tax purposes. In this connection, the Depositor and the
Administrative Trustee are authorized to take any action, not inconsistent with
applicable law, the Certificate of Trust or this Declaration of Trust, that each
of the Depositor and the Administrative Trustee determines in their discretion
to be necessary or desirable for such purposes, as long as such action does not
adversely affect in any material respect the interests of the holders of the
Preferred Securities.

                  Section 2.8. Assets of Trust.

                  The assets of the Trust shall consist of the Trust Property.

                  Section 2.9. Title to Trust Property.

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


                                   ARTICLE III

                                 PAYMENT ACCOUNT


                  Section 3.1. Payment Account.

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

                  (b) The Property Trustee shall deposit in the Payment Account,
promptly upon receipt, all payments of principal of, or interest on, and any
other payments or proceeds



<PAGE>   24
                                      -18-



with respect to, the Debentures. Amounts held in the
Payment Account shall not be invested by the Property Trustee pending
distribution thereof.


                                   ARTICLE IV

                      CERTAIN TERMS OF THE TRUST SECURITIES


                  Section 4.1. Distributions.

                  The Trust Securities represent undivided beneficial ownership
interests in the Trust Property, and distributions (the "Distributions") will be
made on the Trust Securities at the rate and on the dates that payments are made
on the Debentures.

                  Accordingly:

                  (a) Distributions on the Trust Securities shall be cumulative,
and will accumulate whether or not there are funds of the Trust available for
the payment of Distributions. Distributions shall accrue from [ ] and shall be
payable quarterly in arrears on [ ], [ ], [ ] and [ ] of each year, commencing
on [ ] except as provided below. If any date on which a Distribution is
otherwise payable on the Trust Securities is not a Business Day, then the
payment of such Distribution shall be made on the next succeeding day that is a
Business Day (and without any interest or other payment in respect of any such
delay) except that, if such Business Day is in the next succeeding calendar
year, payment of such Distribution shall be made on the immediately preceding
Business Day, in each case with the same force and effect as if made on such
date (each date on which distributions are payable in accordance with this
Section 4.1(a), a "Distribution Date").

                  (b) The Trust Securities represent undivided beneficial
ownership interests in the Trust Property, and, as a practical matter, the
Distributions on the Trust Securities shall be payable at a rate of [ ]% per
annum (the "Coupon Rate") of the Liquidation Amount of the Trust Securities.
Distributions in arrears for more than one quarter will accumulate and compound
at the Coupon Rate. The term "Distributions" as used in this Declaration of
Trust includes such cash distributions and any such accumulated amounts that are
payable unless otherwise stated. A Distribution is payable only to the extent
that payments are made in respect of the Debentures held by the Property Trustee
and to the extent the Property Trustee has funds available therefor. The amount
of Distributions payable for any full period shall be computed on the basis of a
360-day year of twelve 30-day months.


<PAGE>   25
                                      -19-


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

                  (d) Distributions on the Trust Securities with respect to a
Distribution Date shall be payable to the Holders thereof as they appear on the
Securities Register for the Trust Securities on the relevant record date, which
shall be one Business Day prior to such Distribution Date; provided, however,
that in the event that the Preferred Securities do not remain in book-entry-only
form, the relevant record date shall be the date 15 days prior to the relevant
Distribution Date.

                  Section 4.2. Redemption.

                  (a) On each Debenture Redemption Date and on the stated
maturity of the Debentures, the Trust will be required to redeem a Like Amount
of Trust Securities at the Redemption Price. In addition, in the case of the
occurrence of a Tax Event, if (i) the Depositor has received an opinion (a
"Redemption Tax Opinion") from independent tax counsel experienced in such
matters that, as a result of a Tax Event, there is more than an insubstantial
risk that the Depositor would be precluded from deducting the interest on the
Debentures for United States federal income tax purposes even after the
Debentures were distributed to the holders of Preferred Securities in
liquidation of such holders' interests in the Trust pursuant to Section 9.4 or
(ii) the Administrative Trustees shall have been informed by such tax counsel
that an opinion from independent tax counsel experienced in such matters to the
effect that the holders of the Preferred Securities will not recognize any gain
or loss for United States federal income tax purposes as a result of such
dissolution and distribution of Debentures (a "No Recognition Opinion") cannot
be delivered, the Depositor shall have the right, upon not less than 30 nor more
than 60 days notice, to redeem the Debentures in whole or in part for cash
within 90 days following the occurrence of such Tax Event, and, following such
redemption, Preferred Securities with an aggregate liquidation amount equal to
the aggregate principal amount of the Debentures so redeemed shall be redeemed
by the Trust at the Redemption Price on a pro rata basis or in such other manner
as the Property Trustee deems appropriate; provided, however, that, if at the
time there is available to the Depositor or the Trust the opportunity to
eliminate, within such 90 day period, the Tax Event by taking some ministerial
action, such as filing a form or making an election, or pursuing some other
similar reasonable measure which has no adverse effect on the Trust, the holders
of the Preferred Securities or the Depositor, the Trust will pursue such measure
in lieu of redemption.

                  (b) Notice of redemption shall be given by the Property
Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more
than 60 days prior to the



<PAGE>   26
                                      -20-


Redemption Date to each Holder of Trust Securities to be redeemed, at such
Holder's address appearing in the Security Register. All notices of redemption
shall state:

                  (i) the Redemption Date;

                  (ii) the Redemption Price;

                  (iii) the CUSIP number;

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

                  (v) that on the Redemption Date the Redemption Price will
         become due and payable upon each such Trust Security to be redeemed and
         that distributions thereon will cease to accrue on and after said date.

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

                  (d) If the Property Trustee gives a notice of redemption in
respect of any Trust Securities, then, by 12:00 noon, New York City time, on the
Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long
as the Trust Securities are in book-entry-only form, irrevocably deposit with
the Clearing Agency for the Trust Securities funds sufficient to pay the
applicable Redemption Price and will give such Clearing Agency irrevocable
instructions and authority to pay the Redemption Price to the holders thereof.
If the Trust Securities are no longer in book-entry-only form, the Property
Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying
Agent funds sufficient to pay the applicable Redemption Price and will give the
Paying Agent irrevocable instructions and authority to pay the Redemption Price
to the Holders thereof upon surrender of their Trust Securities Certificates.
Notwithstanding the foregoing, Distributions payable on or prior to the
Redemption Date for any Trust Securities called for redemption shall be payable
to the Holders of such Trust Securities as they appear on the Register for the
Trust Securities on the relevant record dates for the related Distribution
Dates. If notice of redemption shall have been given and funds deposited as
required, then immediately prior to the close of business on the date of such
deposit, all rights of Securityholders holding Trust Securities so called for
redemption will cease, except the right of such Securityholders to receive the
Redemption Price and any Distribution payable on or prior to the Redemption
Date, but without interest, and such Securities will cease to be outstanding. In
the event that any date on which any Redemption Price is payable is not a


<PAGE>   27
                                      -21-


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. In the event that payment of the Redemption Price in
respect of any Trust Securities called for redemption is improperly withheld or
refused and not paid either by the Trust or by the Depositor pursuant to the
Guarantee, Distributions on such Trust Securities will continue to accrue, at
the then applicable rate, from the Redemption Date originally established by the
Trust for such Trust Securities to the date such Redemption Price is actually
paid, in which case the actual payment date will be the date fixed for
redemption for purposes of calculating the Redemption Price.

                  (e) Payment of the Redemption Price on the Trust Securities
shall be made to the recordholders thereof as they appear on the Securities
Register for the Trust Securities on the relevant record date, which shall be
one Business Day prior to the relevant Redemption Date; provided, however, that
in the event that the Preferred Securities do not remain in book-entry-only
form, the relevant record date shall be the date 15 days prior to the relevant
Redemption Date.

                  (f) Subject to Section 4.3(a), if less than all the
Outstanding Trust Securities are to be redeemed on a Redemption Date, then the
aggregate Liquidation Amount of Trust Securities to be redeemed shall be
allocated on a pro rata basis (based on Liquidation Amounts) among the Common
Securities and the Preferred Securities. The particular Preferred Securities to
be redeemed shall be selected on a pro rata basis (based upon Liquidation
Amounts) not more than 60 days prior to the Redemption Date by the Property
Trustee from the Outstanding Preferred Securities not previously called for
redemption which may provide for the selection for redemption of portions (equal
to $[ ] or an integral multiple of $[ ] in excess thereof) of the Liquidation
Amount of Preferred Securities of a denomination larger than $[ ]. The Property
Trustee shall promptly notify the Security Registrar in writing of the Preferred
Securities selected for redemption and, in the case of any Preferred Securities
selected for partial redemption, the Liquidation Amount thereof to be redeemed.
For all purposes of this Declaration of Trust, unless the context otherwise
requires, all provisions relating to the redemption of Preferred Securities
shall relate, in the case of any Preferred Securities redeemed or to be redeemed
only in part, to the portion of the Liquidation Amount of Preferred Securities
that has been or is to be redeemed.

                  Section 4.3. Subordination of Common Securities.

                  (a) Payment of Distributions on, and the Redemption Price of,
the Trust Securities, as applicable, shall be made, subject to Section 4.2(f),
pro rata among the Common Securities and the Preferred Securities based on the
Liquidation Amount of the Trust




<PAGE>   28
                                      -22-


Securities; provided, however, that if on any Distribution Date or Redemption
Date any Event of Default resulting from a Debenture Event of Default shall have
occurred and be continuing, no payment of any Distribution on, or Redemption
Price of, any Common Security, and no other payment on account of the
redemption, liquidation or other acquisition of Common Securities, shall be made
unless payment in full in cash of all accumulated and unpaid Distributions on
all Outstanding Preferred Securities for all Distribution periods terminating on
or prior thereto, or in the case of payment of the Redemption Price the full
amount of such Redemption Price on all Outstanding Preferred Securities, shall
have been made or provided for, and all funds immediately available to the
Property Trustee shall first be applied to the payment in full in cash of all
Distributions on, or the Redemption Price of, Preferred Securities then due and
payable.

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

                  Section 4.4. Payment Procedures.

                  Payments of Distributions in respect of the Preferred
Securities shall be made by check mailed to the address of the Person entitled
thereto as such address shall appear on the Securities Register or, if the
Preferred Securities are held by a Clearing Agency, such Distributions shall be
made to the Clearing Agency in immediately available funds, which shall credit
the relevant Persons' accounts at such Clearing Agency on the applicable
distribution dates. Payments in respect of the Common Securities shall be made
in such manner as shall be mutually agreed between the Property Trustee and the
Common Securityholder.

                  Section 4.5. Tax Returns and Reports.

                  The Administrative Trustee shall prepare (or cause to be
prepared), at the Depositor's expense, and file all United States Federal, state
and local tax and information returns and reports required to be filed by or in
respect of the Trust. In this regard, the Administrative Trustee shall (a)
prepare and file (or cause to be prepared and filed) the appropriate Internal
Revenue Service form required to be filed in respect of the Trust in each
taxable year of the Trust and (b) prepare and furnish (or cause to be prepared
and furnished) to each Securityholder the appropriate Internal Revenue Service
form required to be provided or the information required to be provided on such
form. The Administrative Trustee shall provide the



<PAGE>   29
                                      -23-


Depositor and the Property Trustee with a copy of all such returns and reports
promptly after such filing or furnishing. The Trustees shall comply with United
States Federal withholding and backup withholding tax laws and information
reporting requirements with respect to any payments to Securityholders under the
Trust Securities.

                  Section 4.6. Payments under Indenture.

                  Any amount payable hereunder to any Holder of Preferred
Securities (and any Owner with respect thereto) shall be reduced by the amount
of any corresponding payment such Holder (and Owner) has directly received
pursuant to Section 6.06 of the Indenture.


                                    ARTICLE V

                          TRUST SECURITIES CERTIFICATES


                  Section 5.1. Initial Ownership.

                  Upon the creation of the Trust and the contribution by the
Depositor pursuant to Section 2.3 and until the issuance of the Trust
Securities, and at any time during which no Trust Securities are outstanding,
the Depositor shall be the sole beneficial owner of the Trust.

                  Section 5.2. The Trust Securities Certificates.

                  The Preferred Securities Certificates shall be issued in
minimum denominations of $[ ] Liquidation Amount and integral multiples of $[ ]
in excess thereof, and the Common Securities Certificates shall be issued in
denominations of $[ ] Liquidation Amount and integral multiples of $[ ] in
excess thereof. The Trust Securities Certificates shall be executed on behalf of
the Trust by manual signature of at least one Administrative Trustee. Trust
Securities Certificates bearing the manual signatures of individuals who were,
at the time when such signatures shall have been affixed, authorized to sign on
behalf of the Trust, shall be validly issued and entitled to the benefits of
this Declaration of Trust, notwithstanding that such individuals or any of them
shall have ceased to be so authorized prior to the delivery of such Trust
Securities Certificates or did not hold such offices at the date of delivery of
such Trust Securities Certificates. A transferee of a Trust Securities
Certificate shall become a Securityholder, and shall be entitled to the rights
and subject to the obligations of a Securityholder hereunder, upon due
registration of such Trust Securities Certificate in such transferee's name
pursuant to Sections 5.4, 5.11 and 5.13.



<PAGE>   30
                                      -24-


                  Section 5.3. Execution and Delivery of Trust Securities
                               Certificates.

                  At each Closing Date, the Administrative Trustee shall cause
Trust Securities Certificates, in an aggregate Liquidation Amount as provided in
Sections 2.4 and 2.5, to be executed on behalf of the Trust and delivered to or
upon the written order of the Depositor, signed by its Chairman or a Vice
Chairman of the Board, President or a Vice President, and by its Treasurer,
Assistant Treasurer, Comptroller, an Assistant Comptroller, Secretary or an
Assistant Secretary without further corporate action by the Depositor, in
authorized denominations.

                  Section 5.4. Registration of Transfer and Exchange of
                               Preferred Securities Certificates.

                  The Depositor shall keep or cause to be kept, at the office or
agency maintained pursuant to Section 5.8, a register or registers for the
purpose of registering Trust Securities Certificates and transfers and exchanges
of Preferred Securities Certificates (the "Securities Register") in which, the
registrar designated by the Depositor (the "Securities Registrar"), subject to
such reasonable regulations as it may prescribe, shall provide for the
registration of Preferred Securities Certificates and Common Securities
Certificates (subject to Section 5.10 in the case of the Common Securities
Certificates) and registration of transfers and exchanges of Preferred
Securities Certificates as herein provided. The Bank shall be the initial
Securities Registrar.

                  Upon surrender for registration of transfer of any Preferred
Securities Certificate at the office or agency maintained pursuant to Section
5.8, the Administrative Trustee shall execute and deliver, in the name of the
designated transferee or transferees, one or more new Preferred Securities
Certificates in authorized denominations of a like aggregate Liquidation Amount
dated the date of execution by such Administrative Trustee or Trustees.

                  The Securities Registrar shall not be required to register the
transfer of any Preferred Securities that have been called for redemption. At
the option of a Holder, Preferred Securities Certificates may be exchanged for
other Preferred Securities Certificates in authorized denominations of the same
class and of a like aggregate Liquidation Amount upon surrender of the Preferred
Securities Certificates to be exchanged at the office or agency maintained
pursuant to Section 5.8.

                  Every Preferred Securities Certificate presented or
surrendered for registration of transfer or exchange shall be accompanied by a
written instrument of transfer in form satisfactory to the Property Trustee and
the Securities Registrar duly executed by the Holder or his attorney duly
authorized in writing. Each Preferred Securities Certificate surrendered for




<PAGE>   31
                                      -25-


registration of transfer or exchange shall be cancelled and subsequently
disposed of by the Property Trustee in accordance with its customary practice.

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

                  Section 5.5. Mutilated, Destroyed, Lost or Stolen Trust
                               Securities Certificates.

                  If (a) any mutilated Trust Securities Certificate shall be
surrendered to the Securities Registrar, or if the Securities Registrar shall
receive evidence to its satisfaction of the destruction, loss or theft of any
Trust Securities Certificate and (b) there shall be delivered to the Securities
Registrar and the Administrative Trustee such security or indemnity as may be
required by them to save each of them harmless, then in the absence of notice
that such Trust Securities Certificate shall have been acquired by a bona fide
purchaser, the Administrative Trustee on behalf of the Trust shall execute and
make available for delivery, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Trust Securities Certificate, a new Trust Securities
Certificate of like class, tenor and denomination. In connection with the
issuance of any new Trust Securities Certificate under this Section, the
Administrative Trustee or the Securities Registrar may require the payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection therewith. Any duplicate Trust Securities Certificate issued
pursuant to this Section shall constitute conclusive evidence of an undivided
beneficial ownership interest in the assets of the Trust, as if originally
issued, whether or not the lost, stolen or destroyed Trust Securities
Certificate shall be found at any time.

                  Section 5.6. Persons Deemed Securityholders.

                  The Administrative Trustee or the Securities Registrar shall
treat the Person in whose name any Trust Securities Certificate shall be
registered in the Securities Register as the owner of such Trust Securities
Certificate for the purpose of receiving distributions and for all other
purposes whatsoever, and neither the Trustees nor the Securities Registrar shall
be bound by any notice to the contrary.

                  Section 5.7. Access to List of Securityholders' Names and
                               Addresses.

                  At any time when the Property Trustee is not also acting as
the Securities Registrar, the Administrative Trustee or the Depositor shall
furnish or cause to be furnished to the Property Trustee (a) semi-annually on or
before January 15 or July 15 in each year, a list, in such form as the Property
Trustee may reasonably require, of the names and addresses of the


<PAGE>   32
                                      -26-


Securityholders as of the most recent regular record date (as provided in
Section 4.1(d)) and (b) promptly after receipt by any Administrative Trustee or
the Depositor of a request therefor from the Property Trustee, such other
information as the Property Trustee may reasonably require in order to enable
the Property Trustee to discharge its obligations under this Declaration of
Trust, in each case to the extent such information is in the possession or
control of the Administrative Trustee or the Depositor and is not identical to a
previously supplied list or has not otherwise been received by the Property
Trustee in its capacity as Securities Registrar. The rights of Securityholders
to communicate with other Securityholders with respect to their rights under
this Declaration of Trust or under the Trust Securities, and the corresponding
rights of the Trustee shall be as provided in the Trust Indenture Act. Each
Holder, by receiving and holding a Trust Securities Certificate, and each Owner
shall be deemed to have agreed not to hold the Depositor, the Property Trustee
or the Administrative Trustee accountable by reason of the disclosure of its
name and address, regardless of the source from which such information was
derived.

                  Section 5.8. Maintenance of Office or Agency.

                  The Administrative Trustee shall maintain an office or offices
or agency or agencies where Preferred Securities Certificates may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Trustees in respect of the Trust Securities Certificates may be served.
The Administrative Trustee initially designate Burlington Resources Inc., 501
Westheimer, Suite 1400, Houston, Texas 77056, Attn: Chief Financial Officer, as
its principal corporate trust office for such purposes. The Administrative
Trustee shall give prompt written notice to the Depositor and to the
Securityholder of any change in the location of the Securities Register or any
such office or agency.

                  Section 5.9. Appointment of Paying Agent.

                  The Paying Agent shall make distributions to Securityholders
from the Payment Account and shall report the amounts of such distributions to
the Property Trustee and the Administrative Trustee. Any Paying Agent shall have
the revocable power to withdraw funds from the Payment Account for the purpose
of making the distributions referred to above. The Administrative Trustee may
revoke such power and remove the Paying Agent if such Trustees determine in
their sole discretion that the Paying Agent shall have failed to perform its
obligations under this Declaration of Trust in any material respect. The Paying
Agent shall initially be the Bank. The Paying Agent may choose any co-paying
agent that is acceptable to the Administrative Trustee and the Depositor. Any
Person acting as Paying Agent shall be permitted to resign as Paying Agent upon
30 days' written notice to the Administrative Trustee, the Property Trustee and
the Depositor. In the event that the Bank shall no longer be the Paying Agent or
a successor Paying Agent shall resign or its authority to act be revoked, the
Administrative Trustee shall appoint a successor that is acceptable to the


<PAGE>   33
                                      -27-


Property Trustee and the Depositor to act as Paying Agent (which shall be a bank
or trust company). The Administrative Trustee shall cause such successor Paying
Agent or any additional Paying Agent appointed by the Administrative Trustee to
execute and deliver to the Trustees an instrument in which such successor Paying
Agent or additional Paying Agent shall agree with the Trustees that as Paying
Agent, such successor Paying Agent or additional Paying Agent will hold all
sums, if any, held by it for payment to the Securityholders in trust for the
benefit of the Securityholders entitled thereto until such sums shall be paid to
such Securityholders. The Paying Agent shall return all unclaimed funds to the
Property Trustee and upon removal of a Paying Agent such Paying Agent shall also
return all funds in its possession to the Property Trustee. The provisions of
Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as
Paying Agent, for so long as the Bank shall act as Paying Agent and, to the
extent applicable, to any other paying agent appointed hereunder. Any reference
in this Agreement to the Paying Agent shall include any co-paying agent unless
the context requires otherwise.

                  Section 5.10. Ownership of Common Securities by Depositor.

                  At each Closing Date, the Depositor shall acquire and retain
beneficial and record ownership of the Common Securities. To the fullest extent
permitted by law, other than transactions permitted by Section 5.01of the
Indenture, any attempted transfer of the Common Securities shall be void. The
Administrative Trustee shall cause each Common Securities Certificate issued to
the Depositor to contain a legend stating "THIS CERTIFICATE IS NOT TRANSFERABLE
OTHER THAN IN ACCORDANCE WITH THE TRUST AGREEMENT (AS DEFINED BELOW)" .

                  Section 5.11. Book-Entry Preferred Securities Certificates;
                                Common Securities Certificate.

                  (a) The Preferred Securities Certificates, upon original
issuance, will be issued in the form of a typewritten Preferred Securities
Certificate or Certificates representing Book-Entry Preferred Securities
Certificates, to be delivered to The Depository Trust Company, the initial
Clearing Agency, by, or on behalf of, the Trust. Such Preferred Securities
Certificate or Certificates shall initially be registered on the Securities
Register in the name of Cede & Co., the nominee of the initial Clearing Agency,
and no beneficial owner will receive a Definitive Preferred Securities
Certificate representing such beneficial owner's interest in such Preferred
Securities, except as provided in Section 5.13. Unless and until Definitive
Preferred Securities Certificates have been issued to beneficial owners pursuant
to Section 5.13:

                  (i) the provisions of this Section 5.11(a) shall be in full
         force and effect;


<PAGE>   34
                                      -28-


                   (ii) the Securities Registrar, the Paying Agent and the
         Trustees shall be entitled to deal with the Clearing Agency for all
         purposes of this Declaration of Trust relating to the Book-Entry
         Preferred Securities Certificates (including the payment of the
         Liquidation Amount of and Distributions on the Book-Entry Preferred
         Securities Certificate and the giving of instructions or directions to
         Owners of Book-Entry Preferred Securities) as the sole Holder of
         Book-Entry Preferred Securities and shall have no obligations to the
         Owners thereof;

                  (iii) to the extent that the provisions of this Section 5.11
         conflict with any other provisions of this Declaration of Trust, the
         provisions of this Section 5.11 shall control; and

                   (iv) the rights of the Owners of the Book-Entry Preferred
         Securities Certificates shall be exercised only through the Clearing
         Agency and shall be limited to those established by law and agreements
         between such Owners and the Clearing Agency and/or the Clearing Agency
         Participants. Pursuant to the Certificate Depository Agreement, unless
         and until Definitive Preferred Securities Certificates are issued
         pursuant to Section 5.13, the initial Clearing Agency will make
         book-entry transfers among the Clearing Agency Participants and receive
         and transmit payments on the Preferred Securities to such Clearing
         Agency Participants.

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

                  Section 5.12. Notices to Clearing Agency.

                  To the extent that a notice or other communication to the
Owners is required under this Declaration of Trust, unless and until Definitive
Preferred Securities Certificates shall have been issued to Owners pursuant to
Section 5.13, the Trustees shall give all such notices and communications
specified herein to be given to Owners to the Clearing Agency, and shall have no
obligations to the Owners.

                  Section 5.13. Definitive Preferred Securities Certificates.

                  If (a) the Depositor advises the Trustees in writing that the
Clearing Agency is no longer willing or able to properly discharge its
responsibilities with respect to the Preferred Securities Certificates, and the
Depositor is unable to locate a qualified successor, (b) the Depositor at its
option advises the Trustees in writing that it elects to terminate the
book-entry system through the Clearing Agency or (c) after the occurrence of a
Debenture Event of Default, Owners of Preferred Securities Certificates
representing beneficial ownership interests aggregating at least a majority of
the Liquidation Amount advise the Property Trustee in




<PAGE>   35
                                      -29-


writing that the continuation of a book-entry system through the Clearing Agency
is no longer in the best interest of the Owners of Preferred Securities
Certificates, then the Property Trustee shall notify the Clearing Agency and the
Clearing Agency shall notify all Owners of Preferred Securities Certificates and
the other Trustees of the occurrence of any such event and of the availability
of the Definitive Preferred Securities Certificates to Owners of such class or
classes, as applicable, requesting the same. Upon surrender to the Property
Trustee of the typewritten Preferred Securities Certificate or Certificates
representing the Book-Entry Preferred Securities Certificates by the Clearing
Agency, accompanied by registration instructions, the Administrative Trustee
shall execute the Definitive Preferred Securities Certificates in accordance
with the instructions of the Clearing Agency. Neither the Securities Registrar
nor the Trustees shall be liable for any delay in delivery of such instructions
and may conclusively rely on, and shall be protected in relying on, such
instructions. Upon the issuance of Definitive Preferred Securities Certificates,
the Trustees shall recognize the Holders of the Definitive Preferred Securities
Certificates as Securityholders. The Definitive Preferred Securities
Certificates shall be printed, lithographed or engraved or may be produced in
any other manner as is reasonably acceptable to the Administrative Trustee, as
evidenced by the execution thereof by the Administrative Trustee.

                  Section 5.14. Rights of Securityholders.

                  (a) The legal title to the Trust Property is vested
exclusively in the Property Trustee (in its capacity as such) in accordance with
Section 2.9, and the Securityholders shall not have any right or title therein
other than the undivided beneficial ownership interests in the assets of the
Trust conferred by their Trust Securities and they shall have no right to call
for any partition or division of property, profits or rights of the Trust except
as described below. The Trust Securities shall be personal property giving only
the rights specifically set forth therein and in this Declaration of Trust. By
acceptance of a beneficial interest in the Trust Securities, Holders agree to
treat the Debentures as indebtedness for all United States tax purposes. The
Trust Securities shall have no preemptive or similar rights and when issued and
delivered to Securityholders against payment of the purchase price therefor will
be fully paid and nonassessable by the Trust. The Holders of the Trust
Securities, in their capacities as such, shall be entitled to the same
limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the State
of Delaware.

                  (b) For so long as any Preferred Securities remain
Outstanding, if, upon a Debenture Event of Default, the Indenture Trustee fails
or the holders of not less than 25% in aggregate principal amount of the
outstanding Debentures fail to declare the principal of all of the Debentures to
be immediately due and payable, the Holders of at least 25% in aggregate
Liquidation Amount of the Preferred Securities then Outstanding shall have such
right by a notice in writing to the Depositor and the Indenture Trustee; and
upon any such declaration



<PAGE>   36
                                      -30-


such principal amount of and the accrued interest on all of the Debentures shall
become immediately due and payable; provided that the payment of principal and
interest on such Debentures shall remain subordinated to the extent provided in
the Indenture. At any time after such a declaration of acceleration with respect
to the Debentures has been made and before a judgment or decree for payment of
the money due has been obtained by the Indenture Trustee as in the Indenture
provided, the Holders of a majority in Liquidation Amount of the Preferred
Securities, by written notice to the Property Trustee, the Depositor and the
Indenture Trustee, may rescind and annul such declaration and its consequences
if:

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

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

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

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

                   (ii) all Events of Default with respect to the Debentures,
         other than the non-payment of the principal of the Debentures which has
         become due solely by such acceleration, have been cured or waived as
         provided in Section 8.01 of the Indenture.

                  The Holders of a majority in aggregate Liquidation Amount of
the Preferred Securities may, on behalf of the Holders of all the Preferred
Securities, waive any past default under the Indenture, except a default in the
payment of principal or interest (unless such default has been cured and a sum
sufficient to pay all matured installments of interest and principal due
otherwise than by acceleration has been deposited with the Indenture Trustee) or
a default in respect of a covenant or provision which under the Indenture cannot
be modified or amended without the consent of the holder of each outstanding
Debenture. No such waiver or rescission shall affect any subsequent default or
impair any right consequent thereon. Upon receipt by the Property Trustee of
written notice declaring such an acceleration, or rescission and annulment
thereof, by Holders of the Preferred Securities all or part of which is
represented by Book-Entry Preferred Securities Certificates, a record date shall
be established for determining Holders of Outstanding Preferred Securities
entitled to join in such notice, which record date shall be at the close of
business on the day the Property Trustee receives such notice. The Holders on
such record date, or their duly designated proxies, and only such Persons, shall
be entitled to join in such notice, whether or not such Holders remain Holders
after



<PAGE>   37
                                      -31-


such record date; provided, that, unless such declaration of acceleration, or
rescission and annulment, as the case may be, shall have become effective by
virtue of the requisite percentage having joined in such notice prior to the day
which is 90 days after such record date, such notice of declaration of
acceleration, or rescission and annulment, as the case may be, shall
automatically and without further action by any Holder be canceled and of no
further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of
a Holder, from giving, after expiration of such 90-day period, a new written
notice of declaration of acceleration, or rescission and annulment thereof, as
the case may be, that is identical to a written notice which has been canceled
pursuant to the proviso to the preceding sentence, in which event a new record
date shall be established pursuant to the provisions of this Section 5.14(b).

                  (c) For so long as any Preferred Securities remain
Outstanding, to the fullest extent permitted by law and subject to the terms of
this Declaration of Trust and the Indenture, upon a Debenture Event of Default
specified in Section 6.01(1) or 6.01(2) of the Indenture, any Holder of
Preferred Securities shall have the right to institute a proceeding directly
against the Depositor, pursuant to the Indenture, for enforcement of payment to
such Holder of the principal amount of or interest on Debentures having a
principal amount equal to the Liquidation Amount of the Preferred Securities of
such Holder (a "Direct Action"). In connection with any such Direct Action, the
Holder of the Common Securities will be subrogated to the rights of any Holder
of the Preferred Securities to the extent of any payment made by the Depositor
to such Holder of Preferred Securities as a result of such Direct Action. Except
as set forth in Section 5.14(b) and (c), the Holders of Preferred Securities
shall have no right to exercise directly any right or remedy available to the
holders of, or in respect of, the Debentures.


                                   ARTICLE VI

                    ACTS OF SECURITYHOLDERS; MEETINGS; VOTING


                  Section 6.1. Limitations on Voting Rights.

                  (a) Except as provided in this Section, in Sections 5.14, 8.10
and 10.2 and in the Indenture and as otherwise required by law, no Holder of
Preferred Securities shall have any right to vote or in any manner otherwise
control the administration, operation and management of the Trust or the
obligations of the parties hereto, nor shall anything herein set forth, or
contained in the terms of the Trust Securities Certificates, be construed so as
to constitute the Securityholders from time to time as partners or members of an
association.

                  (b) So long as any Debentures are held by the Property
Trustee, the Trustees shall not (i) direct the time, method and place of
conducting any proceeding for any



<PAGE>   38
                                      -32-


remedy available to the Indenture Trustee, or executing any trust or power
conferred on the Indenture Trustee with respect to such Debentures, (ii) waive
any past default which is waivable under Section 6.04 of the Indenture, (iii)
exercise any right to rescind or annul a declaration that the principal of all
the Debentures shall be due and payable or (iv) consent to any amendment or
modification under Section 10.02 or termination of the Indenture or any
amendment, modification or termination of the Debentures, where such consent
shall be required, without, in each case, obtaining the prior approval of the
Holders of at least a majority in Liquidation Amount of all Outstanding
Preferred Securities; provided, however, that where a consent under the
Indenture would require the consent of each Holder of Debentures affected
thereby, no such consent shall be given by the Property Trustee without the
prior written consent of each Holder of Preferred Securities. The Trustees shall
not revoke any action previously authorized or approved by a vote of the Holders
of Preferred Securities, except by a subsequent vote of the Holders of Preferred
Securities. The Property Trustee shall notify all Holders of the Preferred
Securities of any notice of default received from the Indenture Trustee with
respect to the Debentures. In addition to obtaining the foregoing approvals of
the Holders of the Preferred Securities, prior to taking any of the foregoing
actions, the Trustees shall, at the expense of the Depositor, obtain an Opinion
of Counsel experienced in such matters to the effect that the Trust will not be
classified as an association taxable as a corporation for United States Federal
income tax purposes on account of such action.

                  (c) If any proposed amendment to the Declaration of Trust
provides for, or the Trustees otherwise propose to effect, (i) any action that
would adversely affect in any material respect the powers, preferences or
special rights of the Preferred Securities, whether by way of amendment to the
Declaration of Trust or otherwise, or (ii) the dissolution, winding-up or
termination of the Trust, other than pursuant to the terms of this Declaration
of Trust, then the Holders of Outstanding Preferred Securities as a class will
be entitled to vote on such amendment or proposal and such amendment or proposal
shall not be effective except with the approval of the Holders of at least a
majority in Liquidation Amount of the Outstanding Preferred Securities.
Notwithstanding any other provision of this Declaration of Trust, no amendment
to this Declaration of Trust may be made if, as a result of such amendment, the
Trust would be classified as an association taxable as a corporation for United
States Federal income tax purposes.

                  Section 6.2. Notice of Meetings.

                  Notice of all meetings of the Preferred Securityholders,
stating the time, place and purpose of the meeting, shall be given by the
Property Trustee pursuant to Section 10.8 to each Preferred Securityholder of
record, at his registered address, at least 15 days and not more than 90 days
before the meeting. At any such meeting, any business properly before the
meeting may be so considered whether or not stated in the notice of the meeting.
Any adjourned meeting may be held as adjourned without further notice.



<PAGE>   39
                                      -33-


                  Section 6.3. Meetings of Preferred Securityholders.

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

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

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

                  Section 6.4. Voting Rights.

                  Securityholders shall be entitled to one vote for each $[ ] of
Liquidation Amount represented by their Trust Securities in respect of any
matter as to which such Securityholders are entitled to vote.

                  Section 6.5. Proxies, etc.

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



<PAGE>   40
                                      -34-


                  Section 6.6. Securityholder Action by Written Consent.

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

                  Section 6.7. Record Date for Voting and Other Purposes.

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

                  Section 6.8. Acts of Securityholders.

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

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



<PAGE>   41
                                      -35-


                  The ownership of Preferred Securities shall be proved by the
Securities Register.

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

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

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

                  Section 6.9. Inspection of Records.

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


                                   ARTICLE VII

                         REPRESENTATIONS AND WARRANTIES


                  Section 7.1. Representations and Warranties of the Property
                               Trustee and the Delaware Trustee.

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

                  (a) the Property Trustee is a national banking association
         duly organized, validly existing and in good standing under the laws of
         the United States;



<PAGE>   42
                                      -36-


                  (b) the Property Trustee meets the applicable eligibility
         requirements set forth in Section 8.7, has full corporate power,
         authority and legal right to execute, deliver and perform its
         obligations under this Declaration of Trust and has taken all necessary
         action to authorize the execution, delivery and performance by it of
         this Declaration of Trust;

                  (c) the Delaware Trustee is a Delaware corporation duly
         organized, validly existing and in good standing in the State of
         Delaware;

                  (d) the Delaware Trustee meets the applicable eligibility
         requirements set forth in Section 8.7, has full corporate power,
         authority and legal right to execute, deliver and perform its
         obligations under this Declaration of Trust and has taken all necessary
         action to authorize the execution, delivery and performance by it of
         this Declaration of Trust;

                  (e) this Declaration of Trust has been duly authorized,
         executed and delivered by the Property Trustee and the Delaware Trustee
         and constitutes the valid and legally binding agreement of each of the
         Property Trustee and the Delaware Trustee enforceable against each of
         them in accordance with its terms, subject to bankruptcy, insolvency,
         fraudulent transfer, reorganization, moratorium and similar laws of
         general applicability relating to or affecting creditors' rights and to
         general equity principles;

                  (f) the execution, delivery and performance of this
         Declaration of Trust have been duly authorized by all necessary
         corporate or other action on the part of the Property Trustee and the
         Delaware Trustee and do not require any approval of stockholders of the
         Property Trustee and the Delaware Trustee and such execution, delivery
         and performance will not (i) violate the charter or by-laws of the
         Property Trustee or the Delaware Trustee, (ii) violate any provision
         of, or constitute, with or without notice or lapse of time, a default
         under, or result in the creation or imposition of, any Lien on any
         properties included in the Trust Property pursuant to the provisions
         of, any indenture, mortgage, credit agreement, license or other
         agreement or instrument to which the Property Trustee or the Delaware
         Trustee is a party or by which it is bound, or (iii) violate any law,
         governmental rule or regulation of the United States or the State of
         Delaware, as the case may be, governing the corporate, banking, trust
         or general powers of the Property Trustee or the Delaware Trustee (as
         appropriate in context) or any order, judgment or decree applicable to
         the Property Trustee or the Delaware Trustee;

                  (g) neither the authorization, execution or delivery by the
         Property Trustee or the Delaware Trustee of this Declaration of Trust
         nor the consummation of any of the transactions by the Property Trustee
         or the Delaware Trustee, as the case may be, contemplated herein or
         therein requires the consent or approval of, the giving of notice



<PAGE>   43
                                      -37-


         to, the registration with or the taking of any other action with
         respect to any governmental authority or agency under any existing
         Federal law governing the banking, trust or general powers of the
         Property Trustee or the Delaware Trustee (as appropriate in context) or
         under the laws of the United States or the State of Delaware; and

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

                  Section 7.2. Representations and Warranties of Depositor.

                  The Depositor hereby represents and warrants for the benefit
of the Securityholders that:

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

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


                                  ARTICLE VIII

                                  THE TRUSTEES


                  Section 8.1. Certain Duties and Responsibilities.

                  (a) The duties and responsibilities of the Trustees shall
be as provided by this Declaration of Trust and, in the case of the Property
Trustee, subject to the Trust



<PAGE>   44
                                      -38-


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

                  (b) All payments made by the Property Trustee or a Paying
Agent in respect of the Trust Securities shall be made only from the revenue and
proceeds from the Trust Property and only to the extent that there shall be
sufficient revenue or proceeds from the Trust Property to enable the Property
Trustee or a Paying Agent to make payments in accordance with the terms hereof.
Each Securityholder, by its acceptance of a Trust Security, agrees that it will
look solely to the revenue and proceeds from the Trust Property to the extent
legally available for distribution to it as herein provided and that the
Trustees are not personally liable to it for any amount distributable in respect
of any Trust Security or for any other liability in respect of any Trust
Security. This Section 8.1(b) does not limit the liability of the Trustees
expressly set forth elsewhere in this Declaration of Trust and, in the case of
the Property Trustee, in the Trust Indenture Act.

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

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

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



<PAGE>   45
                                      -39-


         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 of Trust;

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

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

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

                  Section 8.2. Certain Notices.

                  Within 90 days after the occurrence of any Event of Default
actually known to the Property Trustee, the Property Trustee shall transmit, in
the manner and to the extent provided in Section 10.8, notice of such Event of
Default to the Securityholders, the Administrative Trustee and the Depositor,
unless such Event of Default shall have been cured or waived.

                  Within five Business Days after the receipt of notice of the
Depositor's exercise of its right to defer the payment of interest on the
Debentures pursuant to the Indenture, the Administrative Trustee shall transmit,
in the manner and to the extent provided in Section 10.8, notice of such
exercise to the Securityholders and the Property Trustee, unless such exercise
shall have been revoked.

                  Section 8.3. Certain Rights of Property Trustee.

                  Subject to the provisions of Section 8.1:

                  (a) the Property Trustee may rely and shall be protected in
         acting or refraining from acting in good faith upon any resolution,
         Opinion of Counsel, certificate, written representation of a Holder or
         transferee, certificate of auditors or any other



<PAGE>   46
                                      -40-


         certificate, statement, instrument, opinion, report, notice, request,
         consent, order, appraisal, bond, debenture, note, other evidence of
         indebtedness or other paper or document believed by it to be genuine
         and to have been signed or presented by the proper party or parties;

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

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

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

                  (e) 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 reregistration
         thereof;

                  (f) the Property Trustee may consult with counsel (which
         counsel may be counsel to the Depositor or any of its Affiliates, and
         may include any of its employees)



<PAGE>   47
                                      -41-


         and the advice of such counsel shall be full and complete authorization
         and protection in respect of any action taken, suffered or omitted by
         it hereunder in good faith and in reliance thereon and in accordance
         with such advice, such counsel may be counsel to the Depositor or any
         of its Affiliates, and may include any of its employees; the Property
         Trustee shall have the right at any time to seek instructions
         concerning the administration of this Declaration of Trust from any
         court of competent jurisdiction;

                  (g) the Property Trustee shall be under no obligation to
         exercise any of the rights or powers vested in it by this Declaration
         of Trust at the request or direction of any of the Securityholders
         pursuant to this Declaration of Trust, unless such Securityholders
         shall have offered to the Property Trustee reasonable security or
         indemnity against the costs, expenses and liabilities which might be
         incurred by it in compliance with such request or direction;

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

                  (i) the Property Trustee may execute any of the trusts or
         powers hereunder or perform any duties hereunder either directly or by
         or through its agents or attorneys, provided that the Property Trustee
         shall be responsible for its own negligence or recklessness with
         respect to selection of any agent or attorney appointed by it
         hereunder;

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

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

                  No provision of this Declaration of Trust shall be deemed to
impose any duty or obligation on the Property Trustee to perform any act or acts
or exercise any right, power,




<PAGE>   48
                                      -42-


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

                  Section 8.4. Not Responsible for Recitals or Issuance of
                               Securities.

                  The recitals contained herein and in the Trust Securities
Certificates shall be taken as the statements of the Depositor, and the Trustees
do not assume any responsibility for their correctness. The Trustees shall not
be accountable for the use or application by the Depositor of the proceeds of
the Debentures.

                  Section 8.5. May Hold Securities.

                  Any Trustee or any other agent of any Trustee or the Trust, in
its individual or any other capacity, may become the owner or pledgee of Trust
Securities and, subject to Sections 8.8 and 8.13 and except as provided in the
definition of the term "Outstanding" in Article I, may otherwise deal with the
Trust with the same rights it would have if it were not a Trustee or such other
agent.

                  Section 8.6. Compensation; Indemnity; Fees.

                  Pursuant to the Indenture, the Depositor, as borrower, agrees:

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

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

                  (c) to the fullest extent permitted by applicable law, to
         indemnify and hold harmless (i) each Trustee, (ii) any Affiliate of any
         Trustee, (iii) any officer, director, shareholder, employee,
         representative or agent of any Trustee, and (iv) any employee or agent
         of the Trust or its Affiliates, (referred to herein as an "Indemnified
         Person") from and against any loss, damage, liability, tax, penalty,
         expense or claim of any kind




<PAGE>   49
                                      -43-


         or nature whatsoever incurred by such Indemnified Person by reason of
         the creation, operation or termination of the Trust or any act or
         omission performed or omitted by such Indemnified Person in good faith
         on behalf of the Trust and in a manner such Indemnified Person
         reasonably believed to be within the scope of authority conferred on
         such Indemnified Person by this Declaration of Trust, except that no
         Indemnified Person shall be entitled to be indemnified in respect of
         any loss, damage or claim incurred by such Indemnified Person by reason
         of gross negligence or willful misconduct with respect to such acts or
         omissions.


                  (d) to the fullest extent permitted by applicable law, to
         advance expenses (including legal fees) incurred by an Indemnified
         Person in defending any claim, demand, action, suit or proceeding, from
         time to time, prior to the final disposition of such claim, demand,
         action, suit or proceeding upon receipt by the Depositor of (i) a
         written affirmation by or on behalf of the Indemnified Person of its or
         his good faith belief that it or he has met the standard of conduct set
         forth in this Section 8.6 and (ii) an undertaking by or on behalf of
         the Indemnified Person to repay such amount if it shall be determined
         that the Indemnified Person is not entitled to be indemnified as
         authorized in the preceding subsection.

                  The provisions of this Section 8.6 shall survive the
termination of this Declaration of Trust or the resignation or removal of any
Trustee.

                  No Trustee may claim any lien or charge on any Trust Property
as a result of any amount due pursuant to this Section 8.6.

                  Section 8.7. Corporate Property Trustee Required; Eligibility
of Trustees.

                  (a) There shall at all times be a Property Trustee
hereunder with respect to the Trust Securities. The Property Trustee shall be a
Person that is eligible pursuant to the Trust Indenture Act to act as such and
has a combined capital and surplus of at least $50,000,000. If any such Person
publishes reports of condition at least annually, pursuant to law or to the
requirements of its supervising or examining authority, then for the purposes of
this Section, the combined capital and surplus of such Person shall be deemed to
be its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time the Property Trustee with respect to the
Trust Securities shall cease to be eligible in accordance with the provisions of
this Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

                  (b) There shall at all times be one or more
Administrative Trustees hereunder with respect to the Trust Securities. Each
Administrative Trustee shall be either a



<PAGE>   50
                                      -44-


natural person who is at least 21 years of age or a legal entity that shall act
through one or more persons authorized to bind that entity.

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

                  Section 8.8. Conflicting Interests.

                  If the Property Trustee has or shall acquire a conflicting
interest within the meaning of the Trust Indenture Act, the Property Trustee
shall either eliminate such interest or resign, to the extent and in the manner
provided by, and subject to the provisions of, the Trust Indenture Act and this
Declaration of Trust. The Depositor and any Trustee may engage in or possess an
interest in other business ventures of any nature or description, independently
or with others, similar or dissimilar to the business of the Trust, and the
Trust and the Holders of Trust Securities shall have no rights by virtue of this
Declaration of Trust in and to such independent ventures or the income or
profits derived therefrom, and the pursuit of any such venture, even if
competitive with the business of the Trust, shall not be deemed wrongful or
improper. Neither the Depositor, nor any Trustee, shall be obligated to present
any particular investment or other opportunity to the Trust even if such
opportunity is of a character that, if presented to the Trust, could be taken by
the Trust, and the Depositor or any Trustee shall have the right to take for its
own account (individually or as a partner or fiduciary) or to recommend to
others any such particular investment or other opportunity. Any Trustee may
engage or be interested in any financial or other transaction with the Depositor
or any Affiliate of the Depositor, or may act as depository for, trustee or
agent for, or act on any committee or body of holders of, securities or other
obligations of the Depositor or its Affiliates.

                  Section 8.9. Co-Trustees and Separate Trustee.

                  Unless an Event of Default shall have occurred and be
continuing, at any time or times, for the purpose of meeting the legal
requirements of the Trust Indenture Act or of any jurisdiction in which any part
of the Trust Property may at the time be located, the Depositor and the
Administrative Trustee, by agreed action of the majority of such Trustees, shall
have power to appoint, and upon the written request of the Administrative
Trustee, the Depositor shall for such purpose join with the Administrative
Trustee in the execution, delivery, and performance of all instruments and
agreements necessary or proper to appoint, one or more Persons approved by the
Property Trustee either to act as co-trustee jointly with the Property Trustee,
of all or any part of such Trust Property, or to the extent required by law to
act as separate trustee of any such property, in either case with such powers as
may be provided in the instrument of appointment, and to vest in such Person or
Persons in the capacity



<PAGE>   51
                                      -45-


aforesaid, any property, title, right or power deemed necessary or desirable,
subject to the other provisions of this Section. If the Depositor does not join
in such appointment within 15 days after the receipt by it of a request so to
do, or in case a Debenture Event of Default has occurred and is continuing, the
Property Trustee alone shall have power to make such appointment. Any co-trustee
or separate trustee appointed pursuant to this Section shall either be (i) a
natural person who is at least 21 years of age and a resident of the United
States or (ii) a legal entity with its principal place of business in the United
States that shall act through one or more persons authorized to bind such
entity.

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

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

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

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

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



<PAGE>   52
                                      -46-


         effectuate such resignation or removal. A successor to any co-trustee
         or separate trustee so resigned or removed may be appointed in the
         manner provided in this Section.

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

                  (e) The Property Trustee shall not be liable by reason of any
         act of a co-trustee or separate trustee.

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

                  Section 8.10. Resignation and Removal, Appointment of
                                Successor.

                  No resignation or removal of any Trustee (the "Relevant
Trustee") and no appointment of a successor Trustee pursuant to this Article
shall become effective until the acceptance of appointment by the successor
Trustee in accordance with the applicable requirements of Section 8.11.

                  Subject to the immediately preceding paragraph, the Relevant
Trustee may resign at any time by giving written notice thereof to the
Securityholders. If the instrument of acceptance by the successor Trustee
required by Section 8.11 shall not have been delivered to the Relevant Trustee
within 30 days after the giving of such notice of resignation, the Relevant
Trustee may petition (pursuant to the Indenture, at the expense of the
Depositor), any court of competent jurisdiction for the appointment of a
successor Relevant Trustee.

                  Unless a Debenture Event of Default shall have occurred and be
continuing, any Trustee may be removed at any time by Act of the Common
Securityholder. If a Debenture Event of Default shall have occurred and be
continuing, the Property Trustee or the Delaware Trustee, or both of them, may
be removed at such time by Act of the Holders of a majority in Liquidation
Amount of the Preferred Securities, delivered to the Relevant Trustee (in its
individual capacity and on behalf of the Trust). An Administrative Trustee may
be removed by the Common Securityholder at any time.

                  If any Trustee shall resign, be removed or become incapable of
acting as Trustee, or if a vacancy shall occur in the office of any Trustee for
any cause, at a time when no Debenture Event of Default shall have occurred and
be continuing, the Common Securityholder, by Act of the Common Securityholder
delivered to the retiring Trustee, shall promptly appoint a successor Trustee or
Trustees, and the retiring Trustee shall comply with the applicable requirements
of Section 8.11. If the Property Trustee or the Delaware Trustee shall resign,
be removed or become incapable of continuing to act as the Property Trustee or
the



<PAGE>   53
                                      -47-


Delaware Trustee, as the case may be, at a time when a Debenture Event of
Default shall have occurred and be continuing, the Preferred Securityholders, by
Act of the Securityholders of a majority in Liquidation Amount of the Preferred
Securities then Outstanding delivered to the retiring Relevant Trustee, shall
promptly appoint a successor Relevant Trustee or Trustees, and such successor
Trustee shall comply with the applicable requirements of Section 8.11.

                  If an Administrative Trustee shall resign, be removed or
become incapable of acting as Administrative Trustee, at a time when a Debenture
Event of Default shall have occurred and be continuing, the Common
Securityholder by Act of the Common Securityholder delivered to the
Administrative Trustee shall promptly appoint a successor Administrative Trustee
or Administrative Trustee and such successor Administrative Trustee or Trustees
shall comply with the applicable requirements of Section 8.11. If no successor
Relevant Trustee shall have been so appointed by the Common Securityholder or
the Preferred Securityholders and accepted appointment in the manner required by
Section 8.11, any Securityholder who has been a Securityholder of Trust
Securities for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Relevant Trustee.

                  The Property Trustee shall give notice of each resignation and
each removal of a Trustee and each appointment of a successor Trustee to all
Securityholders in the manner provided in Section 10.8 and shall give notice to
the Depositor. Each notice shall include the name of the successor Relevant
Trustee and the address of its Corporate Trust Office if it is the Property
Trustee.

                  Notwithstanding the foregoing or any other provision of this
Declaration of Trust, in the event any Administrative Trustee or a Delaware
Trustee who is a natural person dies or becomes, in the opinion of the
Depositor, incompetent or incapacitated, the vacancy created by such death,
incompetence or incapacity may be filled by (a) the unanimous act of remaining
Administrative Trustee if there are at least two of them or (b) otherwise by the
Depositor (with the successor in each case being a Person who satisfies the
eligibility requirement for Administrative Trustee or Delaware Trustee, as the
case may be, set forth in Section 8.7).

                  Section 8.11. Acceptance of Appointment by Successor.

                  In case of the appointment hereunder of a successor Relevant
Trustee, the retiring Relevant Trustee and each successor Relevant Trustee with
respect to the Trust Securities shall execute and deliver an amendment hereto
wherein each successor Relevant Trustee shall accept such appointment and which
(a) shall contain such provisions as shall be necessary or desirable to transfer
and confirm to, and to vest in, each successor Relevant Trustee all the rights,
powers, trusts and duties of the retiring Relevant Trustee with respect to the
Trust Securities and the Trust and (b) shall add to or change any of the
provisions of this




<PAGE>   54
                                      -48-


Declaration of Trust as shall be necessary to provide for or facilitate the
administration of the Trust by more than one Relevant Trustee, it being
understood that nothing herein or in such amendment shall constitute such
Relevant Trustees co-trustees and upon the execution and delivery of such
amendment the resignation or removal of the retiring Relevant Trustee shall
become effective to the extent provided therein and each such successor Relevant
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Relevant Trustee; but,
on request of the Trust or any successor Relevant Trustee such retiring Relevant
Trustee shall duly assign, transfer and deliver to such successor Relevant
Trustee all Trust Property, all proceeds thereof and money held by such retiring
Relevant Trustee hereunder with respect to the Trust Securities and the Trust.

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

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

                  Section 8.12. Merger, Conversion, Consolidation or Succession
                                to Business.

                  Any corporation into which the Property Trustee or the
Delaware Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which such Relevant Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of such Relevant Trustee, shall be the successor of such Relevant Trustee
hereunder, provided such 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.

                  Section 8.13. Preferential Collection of Claims Against
                                Depositor or Trust.

                  If and when the Property Trustee or the Delaware Trustee shall
be or become a creditor of the Depositor or the Trust (or any other obligor upon
the Debentures or the Trust Securities), the Property Trustee or the Delaware
Trustee, as the case may be, shall be subject to and shall take all actions
necessary in order to comply with the provisions of the Trust Indenture Act
regarding the collection of claims against the Depositor or Trust (or any such
other obligor).



<PAGE>   55
                                      -49-


                  Section 8.14. Reports by the Property Trustee.

                  (a) The Property Trustee shall transmit to Securityholders
such reports concerning the Property Trustee and its actions under this
Declaration of Trust as may be required pursuant to the Trust Indenture Act at
the times and in the manner provided pursuant thereto. If required by Section
313(a) of the Trust Indenture Act, the Property Trustee shall, within sixty days
after each June 30 following the date of this Declaration of Trust deliver to
Securityholders a brief report, dated as of such June 30, which complies with
the provisions of such Section 313(a).

                  (b) A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Property Trustee with each national
stock exchange, the Nasdaq National Market or such other interdealer quotation
system or self-regulatory organization upon which the Trust Securities are
listed or traded, with the Commission and with the Depositor.

                  Section 8.15. Reports to the Property Trustee.

                  The Depositor and the Administrative Trustee 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(a) of the Trust Indenture Act
in the form, in the manner and at the times required by Section 314 of the Trust
Indenture Act.

                  Section 8.16. Evidence of Compliance with Conditions
                                Precedent.

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

                  Section 8.17. Number of Trustees.

                  (a) The number of Trustees shall be three, provided that
the Holder of all of the Common Securities by written instrument may increase or
decrease the number of Administrative Trustees. The Property Trustee and the
Delaware Trustee may be the same Person, subject to the applicable eligibility
requirements set forth herein.

                  (b) If a Trustee ceases to hold office for any reason and
the number of Administrative Trustees is not reduced pursuant to Section
8.17(a), or if the number of Trustees




<PAGE>   56
                                      -50-


is increased pursuant to Section 8.17(a), a vacancy shall occur. The vacancy
shall be filled with a Trustee appointed in accordance with Section 8.10.

                  (c) The death, resignation, retirement, removal, bankruptcy,
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
Administrative Trustees shall occur, until such vacancy is filled by the
appointment of an Administrative Trustee in accordance with Section 8.10, the
Administrative Trustees in office, regardless of their number (and
notwithstanding any other provision of this Agreement), shall have all the
powers granted to the Administrative Trustees and shall discharge all the duties
imposed upon the Administrative Trustees by this Declaration of Trust.

                  Section 8.18. Delegation of Power.

                  (a) Any Administrative Trustee may, by power of attorney
consistent with applicable law, delegate to any other natural person over the
age of 21 his or her power for the purpose of executing any documents
contemplated in Section 2.7(a), including any registration statement or
amendment thereto filed with the Commission, or making any other governmental
filing; and

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


                                   ARTICLE IX

                       TERMINATION, LIQUIDATION AND MERGER


                  Section 9.1. Dissolution Upon Expiration Date.

                  Unless earlier dissolved, the Trust shall automatically
dissolve on [ ], [ ] (the "Expiration Date"). Thereafter, the Trust Property
shall be distributed in accordance with Section 9.4.

                  Section 9.2. Early Dissolution.

                  The first to occur of any of the following events is an "Early
Termination Event", the occurrence of which shall cause a dissolution of the
Trust:



<PAGE>   57
                                      -51-


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

                  (b) the occurrence of (i) a Tax Event, but only if the
         Administrative Trustees shall have received an opinion from independent
         tax counsel experienced in such matters, which opinion may rely on
         published revenue rulings of the Internal Revenue Service, to the
         effect that the holders of the Preferred Securities will not recognize
         any gain or loss for United States federal income tax purposes as a
         result of such Early Termination Event and distribution of Debentures;
         unless at the time there is available to the Trust the opportunity to
         eliminate, within such 90 day period, the Tax Event by taking some
         ministerial action, such as filing a form or making an election, or
         pursuing some other similar reasonable measure, which has no adverse
         effect on the Trust, Burlington Resources Inc. or the holders of the
         Preferred Securities, and the Trust pursues such measure in lieu of
         dissolution; or (ii) an Investment Company Event;

                  (c) the written direction to the Property Trustee from the
         Depositor at any time (which direction is optional and wholly within
         the discretion of the Depositor) to dissolve the Trust and distribute
         Debentures to Securityholders in exchange for the Preferred Securities;

                  (d) the redemption of all of the Preferred Securities; and

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

                  Section 9.3. Termination.

                  As soon as is practicable after the occurrence of an event
referred to in Section 9.1 or 9.2, and upon the completion of the winding up and
liquidation of the Trust under Section 9.4, the Trustees (each of whom is hereby
authorized to take such action) shall file a certificate of cancellation with
the Secretary of State of the State of Delaware terminating the Trust and, upon
such filing, the respective obligations and responsibilities of the Trustees and
the Trust created and continued hereby shall terminate.

                  Section 9.4. Liquidation.

                  (a) If an Early Termination Event specified in clause
(a), (b) or (d) of Section 9.2 occurs or upon the Expiration Date, the Trust
shall be liquidated by the Trustees as expeditiously as the Trustees determine
to be possible by distributing, after satisfaction of liabilities to creditors
of the Trust as provided by applicable law, to each Securityholder a Like Amount
of Debentures, subject to Section 9.4(d). Notice of liquidation shall be given
by the Property Trustee by first-class mail, postage prepaid mailed not later
than 30 nor more than



<PAGE>   58
                                      -52-


60 days prior to the Liquidation Date to each Holder of Trust Securities at such
Holder's address appearing in the Securities Register. All notices of
liquidation shall:

                  (i) state the Liquidation Date;

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

                  (iii) provide such information with respect to the mechanics
         by which Holders may exchange Trust Securities Certificates for
         Debentures, or if Section 9.4(d) applies receive a Liquidation
         Distribution, as the Administrative Trustee or the Property Trustee
         shall deem appropriate.

                  (b) Except where Section 9.2(c) or 9.4(d) applies, in order to
effect the liquidation of the Trust and distribution of the Debentures to
Securityholders, the Property Trustee shall establish a record date for such
distribution (which shall be not more than 45 days prior to the Liquidation
Date) and, either itself acting as exchange agent or through the appointment of
a separate exchange agent, shall establish such procedures as it shall deem
appropriate to effect the distribution of Debentures in exchange for the
Outstanding Trust Securities Certificates.

                  (c) Except where Section 9.2(c) or 9.4(d) applies, after the
Liquidation Date, (i) the Trust Securities will no longer be deemed to be
Outstanding, (ii) certificates representing a Like Amount of Debentures will be
issued to Holders of Trust Securities Certificates, upon surrender of such
certificates to the Administrative Trustee or their agent for exchange, (iii)
the Depositor shall use its reasonable efforts to have the Debentures listed on
the New York Stock Exchange or on such other exchange, interdealer quotation
system or self-regulatory organization as the Preferred Securities are then
listed, (iv) any Trust Securities Certificates not so surrendered for exchange
will be deemed to represent a Like Amount of Debentures, accruing interest at
the rate provided for in the Debentures from the last Distribution Date on which
a Distribution was made on such Trust Securities Certificates until such
certificates are so surrendered (and until such certificates are so surrendered,
no payments of interest or principal will be made to Holders of Trust Securities
Certificates with respect to such Debentures) and (v) all rights of
Securityholders holding Trust Securities will cease, except the right of such
Securityholders to receive Debentures upon surrender of Trust Securities
Certificates.

                  (d) In the event that, upon the Expiration Date or the
occurrence of an Early Termination Event, notwithstanding the other provisions
of this Section 9.4, whether because of an order for dissolution entered by a
court of competent jurisdiction or otherwise, distribution of the Debentures in
the manner provided herein is determined by the Property




<PAGE>   59
                                      -53-


Trustee not to be practical, the Trust Property shall be liquidated, and the
Trust shall be wound-up by the Property Trustee in such manner as the Property
Trustee determines. In such event, Securityholders will be entitled to receive
out of the assets of the Trust available for distribution to Securityholders,
after satisfaction of liabilities to creditors of the Trust as provided by
applicable law, an amount equal to the Liquidation Amount per Trust Security
plus accumulated and unpaid Distributions thereon to the date of payment (such
amount being the "Liquidation Distribution"). If, upon any such winding-up, the
Liquidation Distribution can be paid only in part because the Trust has
insufficient assets available to pay in full the aggregate Liquidation
Distribution, then, subject to the next succeeding sentence, the amounts payable
by the Trust on the Trust Securities shall be paid on a pro rata basis (based
upon Liquidation Amounts). The Holder of the Common Securities will be entitled
to receive Liquidation Distributions upon any such winding-up pro rata
(determined as aforesaid) with Holders of Preferred Securities, except that, if
a Debenture Event of Default has occurred and is continuing, the Preferred
Securities shall have a priority over the Common Securities.

                  Section 9.5. Mergers, Consolidations, Amalgamations or
                               Replacements of the Trust.

                  The Trust may not merge with or into, consolidate, convert
into, amalgamate, or be replaced by, or convey, transfer or lease its properties
and assets substantially as an entirety to any Person, except pursuant to this
Section 9.5 or Section 9.4. At the request of the Depositor, with the consent of
the Administrative Trustee and without the consent of the Holders of the
Preferred Securities, the Property Trustee or the Delaware Trustee, the Trust
may merge with or into, consolidate, convert into, amalgamate, or be replaced by
or convey, transfer or lease its properties and assets substantially as an
entirety to a trust organized as such under the laws of any State; provided,
that (i) such successor entity either (a) expressly assumes all of the
obligations of the Trust with respect to the Preferred 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 Depositor expressly appoints a trustee of such successor
entity possessing the same powers and duties as the Property Trustee as the
holder of the Debentures, (iii) the Successor Securities are listed or traded,
or any Successor Securities will be listed upon notification of issuance, on any
national securities exchange or other organization on which the Preferred
Securities are then listed or traded, if any, (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



<PAGE>   60
                                      -54-


substantially identical to that of the Trust, (vii) prior to such merger,
consolidation, conversion, amalgamation, replacement, conveyance, transfer or
lease, the Depositor has received an Opinion of Counsel 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, and (b) following such merger,
consolidation, conversion, amalgamation, replacement, conveyance, transfer or
lease, neither the Trust nor such successor entity will be required to register
as an investment company under the 1940 Act and (viii) the Depositor owns all of
the common securities of such successor entity and guarantees the obligations of
such successor entity under the Successor Securities at least to the extent
provided by the Guarantee. Notwithstanding the foregoing, the Trust shall not,
except with the consent of Holders of 100% in Liquidation Amount of the
Preferred Securities, consolidate, amalgamate, merge with or into, convert into
or be replaced by or convey, transfer or lease its properties and assets
substantially as an entirety to any other Person or permit any other entity to
consolidate, amalgamate, merge with or into, or replace it if such
consolidation, conversion, amalgamation, merger, replacement, conveyance,
transfer or lease would cause the Trust or the successor entity to be classified
as other than a grantor trust for United States Federal income tax purposes.


                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS


                  Section 10.1. Limitation of Rights of Securityholders.

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

                  Section 10.2. Amendment.

                  (a) This Declaration of Trust may be amended from time to time
by the Trustees and the Depositor, without the consent of any Securityholders,
(i) to cure any ambiguity, correct or supplement any provision herein which may
be inconsistent with any other provision herein, or to make any other provisions
with respect to matters or questions arising under this Declaration of Trust,
which shall not be inconsistent with the other provisions of



<PAGE>   61
                                      -55-


this Declaration of Trust, or (ii) to modify, eliminate or add to any provisions
of this Declaration of Trust to such extent as shall be necessary to ensure that
the Trust will be classified for United States Federal income tax purposes as a
grantor trust at all times that any Trust Securities are outstanding or to
ensure that the Trust will not be required to register as an investment company
under the 1940 Act; provided, however, that in the case of clause (ii), such
action shall not adversely affect in any material respect the interests of any
Securityholder, and any such amendments of this Declaration of Trust shall
become effective when notice thereof is given to the Securityholders.

                  (b) Except as provided in Section 6.1(c) or Section 10.2(c)
hereof, any provision of this Declaration of Trust may be amended by the
Trustees and the Depositor with (i) the consent of Trust Securityholders
representing not less than a majority (based upon Liquidation Amounts) of the
Trust Securities then Outstanding and (ii) receipt by the Trustees of an Opinion
of Counsel to the effect that such amendment or the exercise of any power
granted to the Trustees in accordance with such amendment will not affect the
Trust's status as a grantor trust for United States Federal income tax purposes
or the Trust's exemption from status of an investment company under the 1940
Act.

                  (c) In addition to and notwithstanding any other provision in
this Declaration of Trust, without the consent of each affected Securityholder,
this Declaration of Trust may not be amended to (i) change the amount or timing
of any Distribution on the Trust Securities or otherwise adversely affect the
amount of any Distribution required to be made in respect of the Trust
Securities as of a specified date or (ii) restrict the right of a Securityholder
to institute suit for the enforcement of any such payment on or after such date;
notwithstanding any other provision herein, without the unanimous consent of the
Securityholders, this paragraph (c) of this Section 10.2 may not be amended.

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

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

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



<PAGE>   62
                                      -56-


                  (g) Neither the Property Trustee nor the Delaware Trustee
shall be required to enter into any amendment to this Declaration of Trust which
affects its own rights, duties or immunities under this Declaration of Trust.
The Property Trustee shall be entitled to receive an Opinion of Counsel and an
Officers' Certificate stating that any amendment to this Declaration of Trust is
in compliance with this Declaration of Trust.

                  Section 10.3. Separability.

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

                  Section 10.4. Governing Law.

                  THIS TRUST AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF
SECURITYHOLDERS, THE TRUST, THE DEPOSITOR AND THE TRUSTEES SHALL BE GOVERNED BY
AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE AND ALL
RIGHTS AND REMEDIES SHALL BE GOVERNED BY SUCH LAWS WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICT OF LAWS OF THE STATE OF DELAWARE OR ANY OTHER
JURISDICTION THAT WOULD CALL FOR THE APPLICATION OF THE LAW OF ANY OTHER
JURISDICTION OTHER THAN THE STATE OF DELAWARE; PROVIDED, HOWEVER, THAT THERE
SHALL NOT BE APPLICABLE TO THE SECURITYHOLDERS, THE TRUST, THE DEPOSITOR, THE
TRUSTEES OR THIS TRUST AGREEMENT ANY PROVISION OF THE LAWS (STATUTORY OR COMMON)
OF THE STATE OF DELAWARE PERTAINING TO TRUSTS THAT RELATE TO OR REGULATE, IN A
MANNER INCONSISTENT WITH THE TERMS HEREOF (A) THE FILING WITH ANY COURT OR
GOVERNMENT BODY OR AGENCY OF TRUSTEE ACCOUNTS OR SCHEDULES OF TRUSTEE FEES AND
CHARGES, (B) AFFIRMATIVE REQUIREMENTS TO POST BONDS FOR TRUSTEES, OFFICERS,
AGENTS OR EMPLOYEES OF A TRUST, (C) THE NECESSITY FOR OBTAINING COURT OR OTHER
GOVERNMENTAL APPROVAL CONCERNING THE ACQUISITION, HOLDING OR DISPOSITION OF REAL
OR PERSONAL PROPERTY, (D) FEES OR OTHER SUMS PAYABLE TO TRUSTEES, OFFICERS,
AGENTS OR EMPLOYEES OF A TRUST, (E) THE ALLOCATION OF RECEIPTS AND EXPENDITURES
TO INCOME OR PRINCIPAL, (F) RESTRICTIONS OR LIMITATIONS ON THE PERMISSIBLE
NATURE, AMOUNT OR CONCENTRATION OF TRUST INVESTMENTS OR REQUIREMENTS RELATING TO
THE TITLING, STORAGE OR OTHER MANNER OF HOLDING OR INVESTING TRUST ASSETS OR (G)
THE ESTABLISHMENT OF FIDUCIARY OR OTHER STANDARDS OF RESPONSIBILITY OR
LIMITATIONS ON THE ACTS OR POWERS OF TRUSTEES THAT ARE




<PAGE>   63
                                      -57-


INCONSISTENT WITH THE LIMITATIONS OR LIABILITIES OR AUTHORITIES AND POWERS OF
THE TRUSTEES AS SET FORTH OR REFERENCED IN THIS TRUST AGREEMENT. SECTION 3540 OF
TITLE 12 OF THE DELAWARE CODE SHALL NOT APPLY TO THE TRUST.

                  Section 10.5. Payments Due on Non-Business Day.

                  If the date fixed for any payment on any Trust Security shall
be a day that is not a Business Day, then such payment need not be made on such
date but may be made on the next succeeding day that is a Business Day (except
as otherwise provided in Sections 4.1(a) and 4.2(d)), with the same force and
effect as though made on the date fixed for such payment, and no interest shall
accrue thereon for the period after such date.

                  Section 10.6. Successors.

                  This Declaration of Trust shall be binding upon and shall
inure to the benefit of any successor to the Depositor, the Trust or the
Relevant Trustee, including any successor by operation of law. Except in
connection with transactions permitted under Article 5 of the Indenture and
pursuant to which the assignee agrees in writing to perform the Depositor's
obligations hereunder, the Depositor shall not assign its obligations hereunder.

                  Section 10.7. Headings.

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

                  Section 10.8. Reports, Notices and Demands.

                  Any report, notice, demand or other communication which by any
provision of this Declaration of Trust is required or permitted to be given or
served to or upon any Securityholder or the Depositor may be given or served in
writing by deposit thereof, first-class postage prepaid, in the United States
mail, hand delivery or facsimile transmission, in each case, addressed, (a) in
the case of a Preferred Securityholder, to such Preferred Securityholder as such
Securityholder's name and address may appear on the Securities Register; and (b)
in the case of the Common Securityholder or the Depositor, to Burlington
Resources Inc., 5051 Westheimer, Suite 1400, Houston, Texas 77056, Attention:
Chief Financial Officer, facsimile no.: [ ]. Such notice, demand or other
communication to or upon a Securityholder shall be deemed to have been
sufficiently given or made, for all purposes, upon hand delivery, mailing or
transmission.

                  Any notice, demand or other communication which by any
provision of this Declaration of Trust is required or permitted to be given or
served to or upon the Trust, the





<PAGE>   64
                                      -58-



Property Trustee, the Delaware Trustee or the Administrative Trustee shall be
given in writing addressed (until another address is published by the Trust) as
follows: (a) with respect to the Property Trustee to The Chase Manhattan Bank,
[ ], Attention: [ ]; (b) with respect to the Delaware Trustee, to Chase
Manhattan Bank Delaware, 1201 Market Street, Wilmington, Delaware 19801,
Attention: [ ]; and (c) with respect to the Administrative Trustee, to them at
the address above for notices to the Depositor, marked "Attention Administrative
Trustee of Burlington Resources Capital II." Such notice, demand or other
communication to or upon the Trust or the Property Trustee shall be deemed to
have been sufficiently given or made only upon actual receipt of the writing by
the Trust or the Property Trustee.


                  Section 10.9. Agreement Not to Petition.

                  Each of the Trustees and the Depositor agree for the benefit
of the Securityholders that, until at least one year and one day after the Trust
has been terminated in accordance with Article IX, they shall not file, or join
in the filing of, a petition against the Trust under any bankruptcy, insolvency,
reorganization or other similar law (including, without limitation, the United
States Bankruptcy Code) (collectively, "Bankruptcy Laws") or otherwise join in
the commencement of any proceeding against the Trust under any Bankruptcy Law.
In the event the Depositor takes action in violation of this Section 10.9, the
Property Trustee agrees, for the benefit of Securityholders, that at the expense
of the Depositor, it shall file an answer with the bankruptcy court or otherwise
properly contest the filing of such petition by the Depositor against the Trust
or the commencement of such action and raise the defense that the Depositor has
agreed in writing not to take such action and should be stopped and precluded
therefrom and such other defenses, if any, as counsel for the Trustee or the
Trust may assert. The provisions of this Section 10.9 shall survive the
termination of this Declaration of Trust.

                  Section 10.10. Trust Indenture Act; Conflict with Trust
                                 Indenture Act.

                  (a) This Declaration of Trust is subject to the provisions of
the Trust Indenture Act that are required to be part of this Declaration of
Trust 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 any provision hereof limits, qualifies or conflicts
with another provision hereof which is required to be included in this
Declaration of Trust by any of the provisions of the Trust Indenture Act, such
required provision shall control. If any provision of this Declaration of Trust
modifies or excludes any provision of the Trust Indenture Act which may



<PAGE>   65
                                      -59-


be so modified or excluded, the latter provision shall be deemed to apply to
this Declaration of Trust as so modified or excluded, as the case may be.

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

                  Section 10.11. Acceptance of Terms of Declaration of Trust,
                                 Guarantee and Indenture.

                  THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST
THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY
SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL
ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL OWNERSHIP
INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST
AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE
GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST,
SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST
AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND
SUCH SECURITYHOLDER AND SUCH OTHERS.



<PAGE>   66



                                       S-1

                  THIS DECLARATION OF TRUST is executed as of the date first
above written.


                          BURLINGTON RESOURCES INC.


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


                          [          ],
                          as Property Trustee


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


                          [          ],
                          as Delaware Trustee


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


                          [          ],
                          as Administrative Trustee


<PAGE>   67




                                                                       EXHIBIT A


<PAGE>   68



                                                                       EXHIBIT B

<PAGE>   69





                                                                       EXHIBIT C



          THIS CERTIFICATE IS NOT TRANSFERABLE OTHER THAN IN ACCORDANCE
                  WITH THE TRUST AGREEMENT (AS DEFINED BELOW)


Certificate Number: C-1                      Number Of Common Securities: [    ]
CUSIP No.:


                    Certificate Evidencing Common Securities

                                       of

                         BURLINGTON RESOURCES CAPITAL II

                             [ ]% Common Securities
                  (Liquidation Amount $[ ] Per Common Security)


                  Burlington Resources Capital II, a statutory business trust
created under the laws of the State of Delaware (the "Trust"), hereby certifies
that Burlington Resources Inc. (the "Holder") is the registered owner of [ ]
common securities of the Trust representing undivided beneficial ownership
interests of the Trust and designated the [ ]% Common Securities (liquidation
amount $[ ] per Common Security) (the "Common Securities"). To the extent set
forth in Section 5.10 of the Declaration of Trust (as defined below) the Common
Securities are not transferable and any attempted transfer hereof shall be void.
The designations, rights, privileges, restrictions, preferences and other terms
and provisions of the Common Securities are set forth in, and this certificate
and the Common Securities represented hereby are issued and shall in all
respects be subject to the terms and provisions of, the Amended and Restated
Declaration of Trust of the Trust dated as of [ ], as the same may be amended
from time to time (the "Declaration of Trust") including the designation of the
terms of the Common Securities as set forth therein. The Trust will furnish a
copy of the Declaration of Trust to the Holder without charge upon written
request to the Trust at its principal place of business or registered office.

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


<PAGE>   70
                                      -2-



                  In Witness Whereof, one of the Administrative Trustees of the
Trust has executed this certificate this [ ]th day of [ ].

                              BURLINGTON RESOURCES CAPITAL II


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


<PAGE>   71



                                                                       EXHIBIT D


         If the Preferred Security is to be a Global Certificate Insert:

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

         UNLESS THIS PREFERRED SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK) TO
BURLINGTON RESOURCES CAPITAL II OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY PREFERRED SECURITY ISSUED IS REGISTERED IN THE NAME
OF CEDE & Co. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & Co., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & Co., HAS AN INTEREST
HEREIN.



<PAGE>   72
                                      -2-


Certificate Number: P-1                           Number Of Preferred Securities
                                                                   Cusip No. [ ]


                   Certificate Evidencing Preferred Securities

                                       of

                         BURLINGTON RESOURCES CAPITAL II

                         [ ]% Trust Preferred Securities
                (Liquidation Amount $[ ] Per Preferred Security)


                  Burlington Resources 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 an undivided beneficial ownership interest
in the assets of the Trust and designated the [ ]% Trust Preferred Securities
(the "Preferred Securities"). The Preferred Securities are transferable on the
books and records of the Trust, in person or by a duly authorized attorney, upon
surrender of this certificate duly endorsed and in proper form for transfer as
provided in Section 5.4 of the Declaration of Trust (as defined below). The
designations, rights, privileges, restrictions, preferences and other terms and
provisions of the Preferred Securities are set forth in, and this certificate
and the Preferred Securities represented hereby are issued and shall in all
respects be subject to the terms and provisions of, the Amended and Restated
Declaration of Trust dated as of [ ] as the same may be amended from time to
time (the "Declaration of Trust") including the designation of the terms of
Preferred Securities as set forth therein. The Holder is entitled to the
benefits of the Guarantee Agreement entered into by Burlington Resources Inc., a
Delaware corporation, and [ ], as guarantee trustee, dated as of [ ], as the
same may be amended from time to time (the "Guarantee"), to the extent provided
therein. The Trust will furnish a copy of the Declaration of Trust and the
Guarantee to the Holder without charge upon written request to the Trust at its
principal place of business or registered office.

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



<PAGE>   73
                                      -3-




                  IN WITNESS WHEREOF, one of the Administrative Trustees of the
Trust has executed this certificate this [ ] day of [ ].

                                 BURLINGTON RESOURCES CAPITAL II


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


<PAGE>   74




                                   ASSIGNMENT


                  For Value Received, the undersigned assigns and transfers this
Preferred Security to:

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

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

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

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

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

              ---------------------------------------------------------------
                         (Insert address and zip code of assignee)

and irrevocably appoints

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

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

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

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

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


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

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

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.