EXHIBIT 10.1

                    AMENDED AND RESTATED DECLARATION OF TRUST

                                       OF

                            CHANDLER CAPITAL TRUST I

                            Dated as of May 22, 2003


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                                TABLE OF CONTENTS
                                                                     Page

                                    ARTICLE I
                         INTERPRETATION AND DEFINITIONS

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

                                   ARTICLE II
                                  ORGANIZATION

     SECTION 2.1.   Name ......................................................9
     SECTION 2.2.   Office ....................................................9
     SECTION 2.3.   Purpose ...................................................9
     SECTION 2.4.   Authority .................................................9
     SECTION 2.5.   Title to Property of the Trust ............................9
     SECTION 2.6.   Powers and Duties of the Trustees and the Administrators...9
     SECTION 2.7.   Prohibition of Actions by the Trust and the Trustees .....14
     SECTION 2.8.   Powers and Duties of the Institutional Trustee ...........15
     SECTION 2.9.   Certain Duties and Responsibilities of the Trustees and
                      the Administrators .....................................16
     SECTION 2.10.  Certain Rights of Institutional Trustee ..................18
     SECTION 2.11.  Delaware Trustee .........................................21
     SECTION 2.12.  Execution of Documents ...................................21
     SECTION 2.13.  Not Responsible for Recitals or Issuance of Securities ...21
     SECTION 2.14.  Duration of Trust ........................................21
     SECTION 2.15.  Mergers ..................................................21

                                   ARTICLE III
                                     SPONSOR

     SECTION 3.1.   Sponsor's Purchase of Common Securities ..................23
     SECTION 3.2.   Responsibilities of the Sponsor ..........................23

                                   ARTICLE IV
                          TRUSTEES AND ADMINISTRATORS

     SECTION 4.1.   Number of Trustees .......................................24
     SECTION 4.2.   Delaware Trustee .........................................24
     SECTION 4.3.   Institutional Trustee; Eligibility .......................24
     SECTION 4.4.   Administrators ...........................................25
     SECTION 4.5.   Appointment, Removal and Resignation of the Trustees and
                      the Administrators .....................................25
     SECTION 4.6.   Vacancies Among Trustees .................................27
     SECTION 4.7.   Effect of Vacancies ......................................27
     SECTION 4.8.   Meetings of the Trustees and the Administrators ..........27
     SECTION 4.9.   Delegation of Power ......................................28

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     SECTION 4.10.  Merger, Conversion, Consolidation or Succession
                      to Business ............................................28

                                    ARTICLE V
                                  DISTRIBUTIONS

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

                                   ARTICLE VI
                             ISSUANCE OF SECURITIES

     SECTION 6.1.   General Provisions Regarding Securities ..................29
     SECTION 6.2.   Paying Agent, Transfer Agent and Registrar ...............30
     SECTION 6.3.   Form and Dating ..........................................30
     SECTION 6.4.   Mutilated, Destroyed, Lost or Stolen Certificates ........31
     SECTION 6.5.   Temporary Securities .....................................31
     SECTION 6.6.   Cancellation .............................................31
     SECTION 6.7.   Rights of Holders; Waivers of Past Defaults ..............31

                                   ARTICLE VII
                      DISSOLUTION AND TERMINATION OF TRUST

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

                                  ARTICLE VIII
                             TRANSFER OF INTERESTS

     SECTION 8.1.   General ..................................................34
     SECTION 8.2.   Transfer Procedures and Restrictions .....................35
     SECTION 8.3.   Deemed Security Holders ..................................38

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

     SECTION 9.1.   Liability ................................................38
     SECTION 9.2.   Exculpation ..............................................39
     SECTION 9.3.   Fiduciary Duty ...........................................39
     SECTION 9.4.   Indemnification ..........................................40
     SECTION 9.5.   Outside Businesses .......................................43
     SECTION 9.6.   Compensation; Fee ........................................43

                                    ARTICLE X
                                   ACCOUNTING

     SECTION 10.1.  Fiscal Year ..............................................44
     SECTION 10.2.  Certain Accounting Matters ...............................44
     SECTION 10.3.  Banking ..................................................45
     SECTION 10.4.  Withholding ..............................................45

                                       ii
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                                   ARTICLE XI
                            AMENDMENTS AND MEETINGS

     SECTION 11.1.  Amendments ...............................................45
     SECTION 11.2.  Meetings of the Holders of the Securities; Action by
                      Written Consent ........................................47

                                   ARTICLE XII
                    REPRESENTATIONS OF INSTITUTIONAL TRUSTEE
                              AND DELAWARE TRUSTEE

     SECTION 12.1.  Representations and Warranties of Institutional Trustee ..49
     SECTION 12.2.  Representations and Warranties of Delaware Trustee .......49

                                  ARTICLE XIII
                                 MISCELLANEOUS

     SECTION 13.1.  Notices ..................................................50
     SECTION 13.2.  Governing Law ............................................51
     SECTION 13.3.  Submission to Jurisdiction ...............................51
     SECTION 13.4.  Intention of the Parties .................................52
     SECTION 13.5.  Headings .................................................52
     SECTION 13.6.  Successors and Assigns ...................................52
     SECTION 13.7.  Partial Enforceability ...................................52
     SECTION 13.8.  Counterparts .............................................52

                              ANNEXES AND EXHIBITS

     ANNEX I        Terms of Capital Securities and Common Securities
     EXHIBIT A-1    Form of Capital Security Certificate
     EXHIBIT A-2    Form of Common Security Certificate
     EXHIBIT B      Form of Transferee Certificate to be Executed by Transferees
                      Other than QIBS
     EXHIBIT C      Form of Transferor Certificate to be Executed for QIBS
     EXHIBIT D      Form of Officers' Certificate

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                    AMENDED AND RESTATED DECLARATION OF TRUST

                                       OF

                            CHANDLER CAPITAL TRUST I

                                  MAY 22, 2003

     AMENDED AND RESTATED DECLARATION OF TRUST (as amended or supplemented from
time to time in accordance with the terms hereof, this "Declaration"), dated
and effective as of May 22, 2003, by the Trustees (as defined herein), the
Administrators (as defined herein), the Sponsor (as defined herein) and the
holders from time to time of undivided beneficial interests in the assets of
the Trust (as defined herein) to be issued pursuant to this Declaration.

     WHEREAS, certain of the Trustees and the Sponsor established Chandler
Capital Trust I (the "Trust"), a statutory trust under the Statutory Trust Act
(as defined herein), pursuant to a Declaration of Trust, dated as of May 12,
2003 (the "Original Declaration"), and a Certificate of Trust filed with the
Secretary of State of the State of Delaware on May 12, 2003, for the sole
purpose of issuing and selling the Securities (as defined herein) representing
undivided beneficial interests in the assets of the Trust, investing the
proceeds thereof in the Debentures (as defined herein) of the Debenture Issuer
(as defined herein) and engaging in those activities necessary, advisable or
incidental thereto;

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

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

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

                                    ARTICLE I
                         INTERPRETATION AND DEFINITIONS

     SECTION 1.1.   DEFINITIONS.  Unless the context otherwise requires:
                    -----------

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

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

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

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

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

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

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

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

     "Administrators" means each of W. Brent LaGere, Mark T. Paden and Mark C.
Hart, solely in such Person's capacity as Administrator of the Trust continued
hereunder and not in such Person's individual capacity, or such Administrator's
successor in interest in such capacity, or any successor appointed as herein
provided.

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

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

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

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

     (b)  such Person commences a voluntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect,
consents to the entry of an order for relief in an involuntary case under any
such law, or consents to the appointment of or taking possession by a receiver,
liquidator, assignee, trustee, custodian, sequestrator or other similar
official of such Person or of any substantial part of its property, or makes
any general assignment for the benefit of creditors, or fails generally to pay
its debts as they become due.

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

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

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

     "Certificate" means any certificate evidencing Securities.

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

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

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

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

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

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

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

     "Corporate Trust Office" means the office of the Institutional Trustee at
which at any particular time its corporate trust business shall be principally
administered, which at all times shall be located within the United States and
at the time of execution of this Declaration shall be Rodney Square North, 1100
North Market Street, Wilmington, DE 19890-0001, Attention: Corporate Trust
Administration.

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

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

     "Debenture Issuer" means Chandler (U.S.A.), Inc., an insurance holding
company incorporated in Oklahoma, in its capacity as issuer of the Debentures
under the Indenture, and any permitted successor under the Indenture.

                                        3
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     "Debenture Trustee" means Wilmington Trust Company, a Delaware banking
corporation, not in its individual capacity but solely as trustee under the
Indenture until a successor is appointed thereunder, and thereafter means such
successor trustee.

     "Debentures" means the Fixed Rate Junior Subordinated Debt Securities due
2033 to be issued by the Debenture Issuer under the Indenture.

     "Default" means any event, act or condition that with notice or lapse of
time, or both, would constitute an Event of Default.

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

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

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

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

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

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

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

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

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

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

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

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

                                        4
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     "Guarantee" means the Guarantee Agreement, dated as of the Closing Date,
of the Sponsor (the "Guarantor") in respect of the Capital Securities.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                        5
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     "Officers' Certificate" means, with respect to any Person, a certificate
signed by two Authorized Officers of such Person or, in the case of a natural
Person, such Person.  Any Officers' Certificate delivered with respect to
compliance with a condition or covenant provided for in this Declaration shall
include:

     (a)  a statement that each Authorized Officer or Person, as the case may
be, signing the Officers' Certificate has read the covenant or condition and
the definitions relating thereto;

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

     (c)  a statement that each Authorized Officer or Person, as the case may
be, has made such examination or investigation as, in his or her opinion, is
necessary to enable such Authorized Officer or Person, as the case may be, 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 Authorized
Officer or Person, as the case may be, such condition or covenant has been
complied with.

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

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

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

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

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

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

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

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

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

     "QIB" means a "qualified institutional buyer" as defined under Rule 144A.
                                        6
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     "Quorum" means a majority of the Administrators or, if there are only two
Administrators, both of them.

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

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

     "Relevant Trustee" has the meaning set forth in Section 4.5(a).

     "Resale Restriction Termination Date" means, with respect to any Capital
Security, the date which is the later of (i) two years (or such shorter period
of time as permitted by Rule 144(k) under the Securities Act) after the later
of (y) the date of original issuance of such Capital Security and (z) the last
date on which the Trust or any Affiliate of the Trust was the Holder of such
Capital Security (or any predecessor thereto) and (ii) such later date, if any,
as may be required by any subsequent change in applicable law.

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

     "Restricted Securities Legend" has the meaning set forth in Section 8.2(c).

     "Rule 144A" means Rule 144A under the Securities Act.

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

     "Rule 3a-7" means Rule 3a-7 under the Investment Company Act.

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

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

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

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

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

                                        7
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     "Sponsor" means Chandler (U.S.A.), Inc., an insurance holding company that
is incorporated in Oklahoma, or any permitted successor of the Debenture Issuer
under the Indenture, in its capacity as sponsor of the Trust.

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

     "Successor Delaware Trustee" has the meaning set forth in Section 4.5(e).

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

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

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

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

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

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

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

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

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

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

     "Trust Property" means (a) the Debentures, (b) any cash on deposit in, or
owing to, the Property Account and (c) all proceeds and rights in respect of
the foregoing and any other property and assets for the time being held or
deemed to be held by the Institutional Trustee pursuant to the trusts of this
Declaration.
                                        8
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     "U.S. Person" means a United States Person as defined in Section
7701(a)(30) of the Code.

                                   ARTICLE II
                                  ORGANIZATION

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

     SECTION 2.2.  OFFICE.  The address of the principal office of the Trust,
which shall be in a state of the United States or the District of Columbia, is
1010 Manvel Avenue, Chandler, Oklahoma 74834.  On ten Business Days' written
notice to the Institutional Trustee and the Holders of the Securities, the
Administrators may designate another principal office, which shall be in a
state of the United States or the District of Columbia.

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

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

     SECTION 2.5.  TITLE TO PROPERTY OF THE TRUST.  Except as provided in
Section 2.8 with respect to the Debentures and the Property Account or as
otherwise provided in this Declaration, legal title to all assets of the Trust
shall be vested in the Trust.  The Holders shall not have legal title to any
part of the assets of the Trust, but shall have an undivided beneficial
interest in the assets of the Trust.

     SECTION 2.6.  POWERS AND DUTIES OF THE TRUSTEES AND THE ADMINISTRATORS.
                                        9
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     (a)  The Trustees and the Administrators shall conduct the affairs of the
Trust in accordance with the terms of this Declaration.  Subject to the
limitations set forth in paragraph (b) of this Section, and in accordance with
the following provisions (i) and (ii), the Administrators and, at the direction
of the Administrators, the Trustees, shall have the authority to enter into all
transactions and agreements determined by the Administrators to be appropriate
in exercising the authority, express or implied, otherwise granted to the
Trustees or the Administrators, as the case may be, under this Declaration, and
to perform all acts in furtherance thereof, including without limitation, the
following:

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

                 (A)  the issuance and sale of the Securities;

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

                 (C)  ensuring compliance with the Securities Act and
          applicable securities or blue sky laws of states and other
          jurisdictions;

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

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

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

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

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

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<PAGE>

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

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

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

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

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

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

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

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

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

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

                                       11
<PAGE>

                 (A)  the establishment of the Property Account;

                 (B)  the receipt of the Debentures;

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

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

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

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

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

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

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

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

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

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

                                       12
<PAGE>

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

     (b)  So long as this Declaration remains in effect, the Trust (or the
Trustees or Administrators acting on behalf of the Trust) shall not undertake
any business, activities or transaction except as expressly provided herein
or contemplated hereby.  In particular, neither the Trustees nor the
Administrators may cause the Trust to (i) acquire any investments or engage
in any activities not authorized by this Declaration, (ii) sell, assign,
transfer, exchange, mortgage, pledge, set-off or otherwise dispose of any of
the Trust Property or interests therein, including to Holders, except as
expressly provided herein, (iii) take any action that would cause (or in the
case of the Institutional Trustee, to the actual knowledge of a Responsible
Officer would cause) the Trust to fail or cease to qualify as a grantor trust
for United States federal income tax purposes, (iv) incur any indebtedness for
borrowed money or issue any other debt or (v) take or consent to any action
that would result in the placement of a lien on any of the Trust Property.  The
Institutional Trustee shall, at the sole cost and expense of the Trust subject
to reimbursement under Section 9.6(a), defend all claims and demands of all
Persons at any time claiming any lien on any of the Trust Property adverse to
the interest of the Trust or the Holders in their capacity as Holders.

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

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

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

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

     (d)  Notwithstanding anything herein to the contrary, the Administrators,
the Institutional Trustee and the Holders of a Majority in liquidation amount
of the Common Securities are authorized and directed to conduct the affairs of
the Trust and to operate the Trust so that (i) the Trust will not be deemed to
be an Investment Company required to be registered under the Investment Company
Act (in the case of the Institutional Trustee, to the actual knowledge of a
Responsible Officer), and (ii) the Trust will not fail to be classified as a
grantor trust for United States federal income tax purposes (in the case of
the Institutional Trustee, to the actual

                                       13
<PAGE>

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

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

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

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

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

     SECTION 2.7.  PROHIBITION OF ACTIONS BY THE TRUST AND THE TRUSTEES.

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

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

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

     (c)  possess Trust Property for other than a Trust purpose;

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

                                       14
<PAGE>

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

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

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

     SECTION 2.8.  POWERS AND DUTIES OF THE INSTITUTIONAL TRUSTEE.

     (a)  The legal title to the Debentures shall be owned by and held of
record in the name of the Institutional Trustee in trust for the benefit of
the Trust.  The right, title and interest of the Institutional Trustee to the
Debentures shall vest automatically in each Person who may hereafter be
appointed as Institutional Trustee in accordance with Section 4.5.  Such
vesting and cessation of title shall be effective whether or not conveyancing
documents with regard to the Debentures have been executed and delivered.

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

     (c)  The Institutional Trustee shall:

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

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

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

                                       15
<PAGE>

     Holders of Securities upon the occurrence of the circumstances specified
     therefor under the terms of the Securities.

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

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

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

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

          (ii)   a Successor Institutional Trustee has been appointed and has
     accepted that appointment in accordance with Section 4.5.

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

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

     SECTION 2.9.  CERTAIN DUTIES AND RESPONSIBILITIES OF THE TRUSTEES AND THE
                   -----------------------------------------------------------
ADMINISTRATORS.
--------------
                                       16
<PAGE>

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

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

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

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

                                       17
<PAGE>

its own willful misconduct or bad faith with respect to matters that are within
the authority of the Institutional Trustee under this Declaration, except that:

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

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

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

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

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

     SECTION 2.10.  CERTAIN RIGHTS OF INSTITUTIONAL TRUSTEE.  Subject to the
provisions of Section 2.9:

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

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

                                       18
<PAGE>

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

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

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

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

     (f)  the Institutional Trustee may consult with counsel of its selection
(which counsel may be counsel to the Sponsor or any of its Affiliates) and the
advice of such counsel shall be full and complete authorization and protection
in respect of any action taken, suffered or omitted by it hereunder in good
faith and in reliance thereon and in accordance with such advice; the
Institutional Trustee shall have the right at any time to seek instructions
concerning the administration of this Declaration from any court of competent
jurisdiction;

     (g)  the Institutional Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Declaration at the request or
direction of any of the Holders pursuant to this Declaration, unless such
Holders shall have offered to the Institutional Trustee security or indemnity
reasonably satisfactory to it against the costs, expenses and liabilities which
might be incurred by it in compliance with such request or direction; provided,
that nothing contained in this Section 2.10(g) shall be taken to relieve the
Institutional Trustee, upon the occurrence of an Event of Default (of which the
Institutional Trustee has knowledge (as provided in Section 2.10(m) hereof))
that has not been cured or waived, of its obligation to exercise the rights and
powers vested in it by this Declaration;

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

                                       19
<PAGE>

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

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

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

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

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

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

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

                                       20
<PAGE>

     SECTION 2.11.  DELAWARE TRUSTEE.  Notwithstanding any other provision of
this Declaration other than Section 4.2, the Delaware Trustee shall not be
entitled to exercise any powers, and the Delaware Trustee shall not have any of
the duties and responsibilities of any of the Trustees or the Administrators
specified in this Declaration (except as may be required under the Statutory
Trust Act).  Except as set forth in Section 4.2, the Delaware Trustee shall be
a Trustee for the sole and limited purpose of fulfilling the requirements of
Section 3807 of the Statutory Trust Act.

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

     SECTION 2.13.  NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.
The recitals contained in this Declaration and the Securities shall be taken
as the statements of the Sponsor, and the Trustees do not assume any
responsibility for their correctness.  The Trustees make no representations as
to the value or condition of the Trust Property or any part thereof.  The
Trustees make no representations as to the validity or sufficiency of this
Declaration, the Debentures or the Securities.

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

     SECTION 2.15.  MERGERS.

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

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

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

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

                 (B)  substitutes for the Securities other securities having
          substantially the same terms as the Securities (the "Successor
          Securities")

                                       21
<PAGE>

          so that the Successor Securities rank the same as the Securities rank
          with respect to Distributions and payments upon Liquidation,
          redemption and otherwise;

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

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

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

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

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

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

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

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

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

                                       22
<PAGE>

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

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

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

                                   ARTICLE III
                                     SPONSOR

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

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

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

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

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

                                       23
<PAGE>

                                   ARTICLE IV
                           TRUSTEES AND ADMINISTRATORS

     SECTION 4.1.  NUMBER OF TRUSTEES.  The number of Trustees initially shall
be two, and:

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

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

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

     (a)  a natural person who is a resident of the State of Delaware and a
U.S. Person at least 21 years of age; or

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

     The initial Delaware Trustee shall be Wilmington Trust Company.

     SECTION 4.3.  INSTITUTIONAL TRUSTEE; ELIGIBILITY.

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

          (i)    not be an Affiliate of the Sponsor;

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

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

                                       24
<PAGE>

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

     (b)  If at any time the Institutional Trustee shall cease to be eligible
to so act under Section 4.3(a), the Institutional Trustee shall immediately
resign in the manner and with the effect set forth in Section 4.5.

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

     (d)  The initial Institutional Trustee shall be Wilmington Trust Company.

     SECTION 4.4.  ADMINISTRATORS.  Each Administrator shall be a U.S. Person.
There shall at all times be at least one Administrator.  Except where a
requirement for action by a specific number of Administrators is expressly set
forth in this Declaration and except with respect to any action the taking of
which is the subject of a meeting of the Administrators, any action required
or permitted to be taken by the Administrators may be taken by, and any power
of the Administrators may be exercised by, or with the consent of, any one such
Administrator acting alone.

     SECTION 4.5.  APPOINTMENT, REMOVAL AND RESIGNATION OF THE TRUSTEES AND
THE ADMINISTRATORS.

     (a)  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 this Section.

     (b)  Subject to Section 4.5(a), a Relevant Trustee may resign at any time
by giving written notice thereof to the Holders of the Securities and by
appointing a successor Relevant Trustee.  Upon the resignation of the
Institutional Trustee, the Institutional Trustee shall appoint a successor by
requesting from at least three Persons meeting the eligibility requirements
their expenses and charges to serve as the successor Institutional Trustee on
a form provided by the Administrators, and selecting the Person who agrees to
the lowest expense and charges (the "Successor Institutional Trustee").  If
the instrument of acceptance by the successor Relevant Trustee required by
this Section shall not have been delivered to the Relevant Trustee within 60
days after the giving of such notice of resignation or delivery of the
instrument of removal, the Relevant Trustee may petition, at the expense of
the Trust, any federal, state or District of Columbia court of competent
jurisdiction for the appointment of a successor Relevant Trustee.  Such court
may thereupon, after prescribing such notice, if any, as it may deem proper,
appoint a Relevant Trustee.  The Institutional Trustee shall have no liability
for the selection of such successor pursuant to this Section.

     (c)  Unless an Event of Default shall have occurred and be continuing, any
Trustee may be removed at any time by an act of the Holders of a Majority in
liquidation amount of the Common Securities.  If any Trustee shall be so
removed, the Holders of the Common

                                       25
<PAGE>

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

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

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

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

                                       26
<PAGE>

Securities and the Trust subject to the payment of all unpaid fees, expenses
and indemnities of such retiring Relevant Trustee.

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

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

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

     SECTION 4.6.  VACANCIES AMONG TRUSTEES.  If a Trustee ceases to hold
office for any reason and the number of Trustees is not reduced pursuant to
Section 4.1, or if the number of Trustees is increased pursuant to Section 4.1,
a vacancy shall occur.  A resolution certifying the existence of such vacancy
by the Trustees or, if there are more than two, a majority of the Trustees
shall be conclusive evidence of the existence of such vacancy.  The vacancy
shall be filled with a Trustee appointed in accordance with Section 4.5.

     SECTION 4.7.  EFFECT OF VACANCIES.  The death, resignation, retirement,
removal, bankruptcy, dissolution, liquidation, incompetence or incapacity to
perform the duties of a Trustee shall not operate to dissolve, terminate or
annul the Trust or terminate this Declaration.  Whenever a vacancy in the
number of Trustees shall occur, until such vacancy is filled by the appointment
of a Trustee in accordance with Section 4.5, the Institutional Trustee shall
have all the powers granted to the Trustees and shall discharge all the duties
imposed upon the Trustees by this Declaration.

     SECTION 4.8.  MEETINGS OF THE TRUSTEES AND THE ADMINISTRATORS.  Meetings
of the Trustees or the Administrators shall be held from time to time upon the
call of any Trustee or Administrator, as applicable.  Regular meetings of the
Trustees and the Administrators, respectively, may be in person in the United
States or by telephone, at a place (if applicable) and time fixed by resolution
of the Trustees or the Administrators, as applicable.  Notice of any in-person
meetings of the Trustees or the Administrators shall be hand delivered or
otherwise delivered in writing (including by facsimile, with a hard copy by
overnight courier) not less than 48 hours before such meeting.  Notice of any
telephonic meetings of the Trustees or the Administrators or any committee
thereof shall be hand delivered or otherwise delivered in writing (including by
facsimile, with a hard copy by overnight courier) not less than 24 hours before
a meeting.  Notices shall contain a brief statement of the time, place and
anticipated purposes of the meeting.  The presence (whether in person or by
telephone) of a Trustee or an Administrator, as the case may be, at a meeting
shall constitute a waiver of notice of such meeting except where a Trustee or
an Administrator, as the case may be, attends a meeting for the express purpose
of objecting to the transaction of any activity on the ground that the meeting
has not been lawfully called or convened.  Unless provided otherwise in this
Declaration, any action of the Trustees or the Administrators, as the case may
be, may be taken at a meeting by

                                       27
<PAGE>

vote of a majority of the Trustees or the Administrators present (whether in
person or by telephone) and eligible to vote with respect to such matter;
PROVIDED, that, in the case of the Administrators, a Quorum is present, or
without a meeting by the unanimous written consent of the Trustees or the
Administrators, as the case may be.  Meetings of the Trustees and the
Administrators together shall be held from time to time upon the call of any
Trustee or Administrator.

      SECTION 4.9.  DELEGATION OF POWER.

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

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

     SECTION 4.10.  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.
Any Person into which the Institutional Trustee or the Delaware Trustee, as the
case may be, may be merged or converted or with which either may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Institutional Trustee or the Delaware Trustee, as
the case may be, shall be a party, or any Person succeeding to all or
substantially all the corporate trust business of the Institutional Trustee or
the Delaware Trustee, as the case may be, shall be the successor of the
Institutional Trustee or the Delaware Trustee, as the case may be, hereunder,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, provided such Person shall be otherwise qualified
and eligible under this Article and, PROVIDED, FURTHER, that such Person shall
file an amendment to the Certificate of Trust with the Secretary of State of
the State of Delaware as contemplated in Section 4.5(i).

                                    ARTICLE V
                                  DISTRIBUTIONS

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

                                       28
<PAGE>

the case of taxes other than withholding tax taxes, as determined by the
Administrators in a written notice to the Institutional Trustee.

                                   ARTICLE VI
                             ISSUANCE OF SECURITIES

     SECTION 6.1.  GENERAL PROVISIONS REGARDING SECURITIES.

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

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

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

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

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<PAGE>

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

     SECTION 6.2.  PAYING AGENT, TRANSFER AGENT AND REGISTRAR.  The Trust shall
maintain in Wilmington, Delaware (i) an office or agency where the Securities
may be presented for payment (the "Paying Agent") and (ii) an office or agency
where Securities may be presented for registration of transfer or exchange (the
"Transfer Agent").  The Trust shall keep or cause to be kept at such office or
agency a register for the purpose of registering Securities and transfers and
exchanges of Securities, such register to be held by a registrar (the
"Registrar").  The Administrators may appoint the Paying Agent, the Registrar
and the Transfer Agent, and may appoint one or more additional Paying Agents,
one or more co-Registrars, or one or more co-Transfer Agents in such other
locations as it shall determine.  The term "Paying Agent" includes any
additional Paying Agent, the term "Registrar" includes any additional Registrar
or co-Registrar and the term "Transfer Agent" includes any additional Transfer
Agent or co-Transfer Agent.  The Administrators may change any Paying Agent,
Transfer Agent or Registrar at any time without prior notice to any Holder.
The Administrators shall notify the Institutional Trustee of the name and
address of any Paying Agent, Transfer Agent and Registrar not a party to this
Declaration.  The Administrators hereby initially appoint the Institutional
Trustee to act as Paying Agent, Transfer Agent and Registrar for the Capital
Securities and the Common Securities at its Corporate Trust Office.  The
Institutional Trustee or any of its Affiliates in the United States may act as
Paying Agent, Transfer Agent or Registrar.

     SECTION 6.3.  FORM AND DATING.

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

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

                                       30
<PAGE>

     SECTION 6.4.  MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.  If:

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

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

     SECTION 6.5.  TEMPORARY SECURITIES.  Until definitive Securities are ready
for delivery, the Administrators may prepare and, in the case of the Capital
Securities, the Institutional Trustee shall authenticate, temporary Securities.
Temporary Securities shall be substantially in form of definitive Securities
but may have variations that the Administrators consider appropriate for
temporary Securities.  Without unreasonable delay, the Administrators shall
prepare and, in the case of the Capital Securities, the Institutional Trustee
shall authenticate definitive Securities in exchange for temporary Securities.

     SECTION 6.6.  CANCELLATION.  The Administrators at any time may deliver
Securities to the Institutional Trustee for cancellation.  The Registrar shall
forward to the Institutional Trustee any Securities surrendered to it for
registration of transfer, redemption or payment.  The Institutional Trustee
shall promptly cancel all Securities surrendered for registration of transfer,
payment, replacement or cancellation and shall dispose of such canceled
Securities as the Administrators direct.  The Administrators may not issue new
Securities to replace Securities that have been paid or that have been
delivered to the Institutional Trustee for cancellation.

     SECTION 6.7.  RIGHTS OF HOLDERS; WAIVERS OF PAST DEFAULTS.

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

                                       31
<PAGE>

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

     (c)  At any time after the acceleration of maturity of the Debentures has
been made and before a judgment or decree for payment of the money due has been
obtained by the Debenture Trustee as provided in the Indenture, if the
Institutional Trustee, subject to the provisions hereof, fails to annul any
such acceleration and waive such default, the Holders of a Majority in
liquidation amount of the Capital Securities, by written notice to the
Institutional Trustee, the Sponsor and the Debenture Trustee, may rescind and
annul such acceleration and its consequences if:

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

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

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

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

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

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

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

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<PAGE>

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

     (f)  Except as otherwise provided in this Section, the Holders of a
Majority in liquidation amount of the Capital Securities may, on behalf of the
Holders of all the Capital Securities, waive any past Default or Event of
Default and its consequences.  Upon such waiver, any such Default or Event of
Default shall cease to exist, and any Default or Event of Default arising
therefrom shall be deemed to have been cured, for every purpose of this
Declaration, but no such waiver shall extend to any subsequent or other Default
or Event of Default or impair any right consequent thereon.

                                   ARTICLE VII
                      DISSOLUTION AND TERMINATION OF TRUST

     SECTION 7.1.  DISSOLUTION AND TERMINATION OF TRUST.

     (a)  The Trust shall dissolve on the first to occur of:

          (i)    unless earlier dissolved, on May 22, 2038, the expiration of
     the term of the Trust;

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

          (iii)  (other than in connection with a merger, consolidation or
     similar transaction permitted by the Indenture, this Declaration or the
     Guarantee, as the case may be) the filing of a certificate of dissolution
     or its equivalent with respect to the Sponsor or upon the revocation of
     the charter of the Sponsor and the expiration of 90 days after the date
     of revocation without a reinstatement thereof;

          (iv)   the distribution of all of the Debentures to the Holders of
     the Securities, upon exercise of the right of the Holders of all of the
     outstanding Common Securities to dissolve the Trust as provided in Annex
     I hereto;
                                       33
<PAGE>

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

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

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

     (b)  As soon as is practicable after the occurrence of an event referred
to in Section 7.1(a), and after satisfaction of liabilities to creditors of
the Trust as required by applicable law, including Section3808 of the Statutory
Trust Act, and subject to the terms set forth in Annex I, the Institutional
Trustee shall terminate the Trust by filing a certificate of cancellation with
the Secretary of State of the State of Delaware.

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

                                  ARTICLE VIII
                             TRANSFER OF INTERESTS

     SECTION 8.1.  GENERAL.

     (a)  Where Capital Securities are presented to the Registrar with a
request to register a transfer or to exchange them for an equal aggregate
liquidation amount of Capital Securities represented by different Certificates,
the Registrar shall register the transfer or make the exchange if its
requirements for such transactions are met.  To permit registrations of
transfers and exchanges, the Trust shall issue and the Institutional Trustee
shall authenticate Capital Securities at the Registrar's request.

     (b)  Upon issuance of the Common Securities, the Sponsor shall acquire and
retain beneficial and record ownership of the Common Securities and, for so
long as the Securities remain outstanding, the Sponsor shall maintain 100%
ownership of the Common Securities; PROVIDED, HOWEVER, that any permitted
successor of the Debenture Issuer under the Indenture may succeed to the
Sponsor's ownership of the Common Securities.

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

     (d)  The Registrar shall provide for the registration of Securities and of
transfers of Securities, which will be effected without charge but only upon
payment (with such

                                       34
<PAGE>

indemnity as the Registrar may require) in respect of any tax or other
governmental charges that may be imposed in relation to it.  Upon surrender for
registration of transfer of any Securities, the Registrar shall cause one or
more new Securities to be issued in the name of the designated transferee or
transferees. Any Security issued upon any registration of transfer or exchange
pursuant to the terms of this Declaration shall evidence the same Security and
shall be entitled to the same benefits under this Declaration as the Security
surrendered upon such registration of transfer or exchange.  Every Security
surrendered for registration of transfer shall be (i) duly endorsed or
accompanied by a written instrument of transfer in form reasonably satisfactory
to the Registrar duly executed by the Holder or such Holder's attorney duly
authorized in writing and (ii) accompanied, if such Security is being
transferred prior to the Resale Restriction Termination Date, by a certificate
substantially in the form set forth as Exhibit B or C, as applicable, hereto.
Each Security surrendered for registration of transfer shall be canceled by
the Institutional Trustee pursuant to Section 6.6.  A transferee of a Security
shall be entitled to the rights and subject to the obligations of a Holder
hereunder upon the receipt by such transferee of a Security.  By acceptance of
a Security, each transferee shall be deemed to have agreed to be bound by this
Declaration.

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

     SECTION 8.2.  TRANSFER PROCEDURES AND RESTRICTIONS.

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

     (b)  When Capital Securities are presented to the Registrar (x) to
register the transfer of such Capital Securities, or (y) to exchange such
Capital Securities for an equal aggregate liquidation amount of Capital
Securities represented by different Certificates, the Registrar shall register
the transfer or make the exchange as requested if its reasonable requirements
for such transaction are met; PROVIDED, HOWEVER, that the Capital Securities
surrendered for registration of transfer or exchange shall be duly endorsed or
accompanied by a written instrument of transfer in form reasonably satisfactory
to the Trust and the Registrar duly executed by the Holder thereof or his
attorney duly authorized in writing and (i) if such Capital

                                       35
<PAGE>

Securities are being transferred prior to the Resale Restriction Termination
Date to a QIB, accompanied by a certificate of the transferor substantially in
the form set forth as Exhibit C hereto or (ii) if such Capital Securities are
being transferred prior to the Resale Restriction Termination Date otherwise
than to a QIB, accompanied by a certificate of the transferee substantially in
the form set forth as Exhibit B hereto.

     (c)  The Capital Securities may not be transferred prior to the Resale
Restriction Termination Date except in compliance with restrictions on transfer
set forth in the legend set forth below (the "Restricted Securities Legend"),
and except as otherwise contemplated in Section 8.2(a), prior to the Resale
Restriction Termination Date, each Capital Security shall bear the Restricted
Securities Legend:

     THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR ANY OTHER
APPLICABLE SECURITIES LAWS.  NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.  THE HOLDER OF THIS SECURITY OR ANY
INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE
CASE MAY BE, HEREIN AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY
OR ANY INTEREST OR PARTICIPATION HEREIN PRIOR TO THE DATE WHICH IS THE LATER
OF (i) TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) OF
THE SECURITIES ACT) AFTER THE LATER OF (Y) THE DATE OF ORIGINAL ISSUANCE HEREOF
AND (Z) THE LAST DATE ON WHICH THE TRUST OR ANY AFFILIATE (AS DEFINED IN RULE
405 UNDER THE SECURITIES ACT) OF THE TRUST WAS THE HOLDER OF THIS SECURITY OR
SUCH INTEREST OR PARTICIPATION (OR ANY PREDECESSOR THERETO) AND (ii) SUCH LATER
DATE, IF ANY, AS MAY BE REQUIRED BY ANY SUBSEQUENT CHANGE IN APPLICABLE LAW,
ONLY (A) TO THE DEBENTURE ISSUER OR THE TRUST, (B) PURSUANT TO RULE 144A UNDER
THE SECURITIES ACT ("RULE 144A"), TO A PERSON THE HOLDER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER," AS DEFINED IN RULE 144A, THAT PURCHASES FOR
ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM
NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C)
PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1),
(2), (3), (7) OR (8) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING
THIS SECURITY OR SUCH INTEREST OR PARTICIPATION FOR ITS OWN ACCOUNT, OR FOR
THE ACCOUNT OF SUCH AN ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT
WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN
VIOLATION OF THE SECURITIES ACT, (D) PURSUANT TO OFFERS AND SALES TO NON-US
PERSONS THAT OCCUR OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER
THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE

                                       36
<PAGE>

RIGHT OF THE DEBENTURE ISSUER AND THE TRUST PRIOR TO ANY SUCH OFFER, SALE OR
TRANSFER PURSUANT TO CLAUSE (C), (D) OR (E) ABOVE TO REQUIRE THE DELIVERY OF
AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO
EACH OF THEM IN ACCORDANCE WITH THE AMENDED AND RESTATED DECLARATION OF TRUST,
A COPY OF WHICH MAY BE OBTAINED FROM THE DEBENTURE ISSUER OR THE TRUST.  THE
HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS
ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, AGREES THAT IT WILL COMPLY
WITH THE FOREGOING RESTRICTIONS.

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

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

                                       37
<PAGE>

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

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

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

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

     SECTION 9.1.  LIABILITY.

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

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

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

                                       38
<PAGE>

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

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

     SECTION 9.2.  EXCULPATION.

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

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

     SECTION 9.3.  FIDUCIARY DUTY.

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

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

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

                                       39
<PAGE>

     any consideration to any interest of or factors affecting the Trust or any
     other Person; or

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

     SECTION 9.4.  INDEMNIFICATION.  (a)

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

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

          (iii)  To the extent that an Indemnified Person shall be successful
     on the merits or otherwise (including dismissal of an action without
     prejudice or the

                                       40
<PAGE>

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

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

          (v)    To the fullest extent permitted by law, expenses (including
     attorneys' fees and expenses) incurred by an Indemnified Person in
     defending a civil, criminal, administrative or investigative action, suit
     or proceeding referred to in paragraphs (i) and (ii) of this Section
     9.4(a) shall be paid by the Sponsor in advance of the final disposition of
     such action, suit or proceeding upon receipt of an undertaking by or on
     behalf of such Indemnified Person to repay such amount if it shall
     ultimately be determined that such Person is not entitled to be
     indemnified by the Sponsor as authorized in this Section 9.4(a).
     Notwithstanding the foregoing, no advance shall be made by the Sponsor if
     a determination is reasonably and promptly made (1) in the case of a
     Company Indemnified Person (A) by the Administrators by a majority vote of
     a Quorum of disinterested Administrators, (B) if such a Quorum is not
     obtainable, or, even if obtainable, if a Quorum of disinterested
     Administrators so directs, by independent legal counsel in a written
     opinion or (C) by the Common Security Holder of the Trust, that, based
     upon the facts known to the Administrators, counsel or the Common Security
     Holder at the time such determination is made, such Indemnified Person
     acted in bad faith or in a manner that such Person either believed to be
     opposed to or did not believe to be in the best interests of the Trust,
     or, with respect to any criminal proceeding, that such Indemnified Person
     believed or had reasonable cause to believe such conduct was unlawful, or
     (2) in the case of a Fiduciary Indemnified Person, by independent legal
     counsel in a written opinion that, based upon the facts known to the
     counsel at the time such determination is made, such Indemnified Person
     acted in bad faith or in a manner that such Indemnified Person either
     believed to be opposed to or did not believe to be in the best interests
     of the Trust, or, with respect to any criminal proceeding, that such
     Indemnified Person believed or had reasonable cause to believe such
     conduct was unlawful.  In no event shall any advance be made (i) to a
     Company Indemnified Person in instances where the Administrators,
     independent legal counsel or the Common Security Holder reasonably
     determine that such Person deliberately

                                       41
<PAGE>

     breached such Person's duty to the Trust or its Common or Capital Security
     Holders or (ii) to a Fiduciary Indemnified Person in instances where
     independent legal counsel promptly and reasonably determines in a written
     opinion that such Person deliberately breached such Person's duty to the
     Trust or its Common or Capital Security Holders.

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

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

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

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

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

                                       42
<PAGE>

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

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

     SECTION 9.6.  COMPENSATION; FEE.

     (a)  The Sponsor agrees:

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

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

     (b)  The provisions of this Section shall survive the dissolution of the
Trust and the termination of this Declaration and the removal or resignation of
any Trustee.
                                       43
<PAGE>

                                    ARTICLE X
                                    ACCOUNTING

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

     SECTION 10.2.  CERTAIN ACCOUNTING MATTERS.

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

     (b)  The Sponsor shall cause the Administrators to deliver to each Holder
of Securities: (i) within 45 days after the end of each quarterly fiscal period
other than year end, (1) unaudited consolidated financial statements of the
Sponsor (including balance sheet and income statement) covering such period and
(2) an Officer's Certificate of the Sponsor to the effect specified in Exhibit
D hereto; (ii) within 60 days after the end of each year end, (1) unaudited
consolidated financial statements of the Sponsor (including balance sheet and
income statement) covering the related annual period and (2) an Officer's
Certificate of the Sponsor to the effect specified in Exhibit D hereto; (iii)
within the earlier of (x) 90 days after the end of each year end and (y) such
earlier number of days prescribed by the Commission for the filing with it of a
Form 10-K by companies subject to the informational reporting requirements of
the Exchange Act, (1) audited consolidated financial statements of the Sponsor
(including balance sheet and income statement) covering the related annual
period, (2) the report of the independent accountants with respect to such
financial statements and (3) an Officer's Certificate of the Sponsor detailing
any material differences between the unaudited financial statements for such
annual period delivered pursuant to clause (ii)(1) above and those delivered
pursuant to this clause; and (iv) within 7 days after the filing thereof, each
Form 10-K and Form 10-Q that is prepared by the Sponsor in respect of the
Sponsor or the Trust and filed with the Commission in accordance with the
Exchange Act, if any.

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

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

                                       44
<PAGE>

     (e)  So long as the only Holder of the Capital Securities is InCapS
Funding I, Ltd. or a trustee thereof, the Administrators will cause copies of
the annual financial statements of the Sponsor and/or Affiliates that are
filed with the insurance regulator in the state in which the Sponsor or any
such Affiliate is incorporated to be delivered to the Holder promptly following
their filing.

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

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

                                   ARTICLE XI
                             AMENDMENTS AND MEETINGS

     SECTION 11.1.  AMENDMENTS.

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

          (i)    the Institutional Trustee,

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

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

                                       45
<PAGE>

          (iv)   the Holders of a Majority in liquidation amount of the Common
     Securities.

     (b)  Notwithstanding any other provision of this Article XI, no amendment
shall be made, and any such purported amendment shall be void and ineffective:

          (i)    unless the Institutional Trustee shall have first received

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

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

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

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

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

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

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

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

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

     (f)  The rights of the Holders of the Capital Securities and Common
Securities, as applicable, under Article IV to increase or decrease the number
of, and appoint and

                                       46
<PAGE>

remove, Trustees shall not be amended without the consent of the Holders of a
Majority in liquidation amount of the Capital Securities or Common Securities,
as applicable.

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

          (i)    cure any ambiguity;

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

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

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

PROVIDED, HOWEVER, that no such amendment contemplated in clause (i), (ii),
(iii) or (iv) shall adversely affect the powers, preferences, rights or
interests of Holders of Capital Securities.

     SECTION 11.2.  MEETINGS OF THE HOLDERS OF THE SECURITIES; ACTION BY
WRITTEN CONSENT.

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

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

                                       47
<PAGE>

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

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

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

                                       48
<PAGE>

                                   ARTICLE XII
                    REPRESENTATIONS OF INSTITUTIONAL TRUSTEE
                              AND DELAWARE TRUSTEE

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

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

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

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

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

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

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

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

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

                                       49
<PAGE>

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

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

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

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

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

                                  ARTICLE XIII
                                 MISCELLANEOUS

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

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

                           Chandler Capital Trust I
                           c/o Chandler (U.S.A.), Inc.
                           1010 Manvel Avenue
                           Chandler, Oklahoma 74834
                           Attention: R. Patrick Gilmore
                           Telecopy: (405) 258-4520
                           Telephone: (405) 258-0804

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

                                       50
<PAGE>

                           Wilmington Trust Company
                           Rodney Square North
                           1100 North Market Street
                           Wilmington, DE 19890-0001
                           Attention: Corporate Trust Administration
                           Telecopy:  302-651-8882
                           Telephone: 302-651-1000

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

                           Wilmington Trust Company
                           Rodney Square North
                           1100 North Market Street
                           Wilmington, DE 19890-0001
                           Attention: Corporate Trust Administration
                           Telecopy:  302-651-8882
                           Telephone: 302-651-1000

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

                           Chandler (U.S.A.), Inc.
                           1010 Manvel Avenue
                           Chandler, Oklahoma 74834
                           Attention: R. Patrick Gilmore
                           Telecopy:  (405) 258-4520
                           Telephone: (405) 258-0804

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

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

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

     SECTION 13.3.  SUBMISSION TO JURISDICTION.

                                       51
<PAGE>

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

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

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

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

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

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

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

     SECTION 13.8.  COUNTERPARTS.  This Declaration may contain more than one
counterpart of the signature page and this Declaration may be executed by the
affixing of the signature of each of the Trustees and Administrators to any of
such counterpart signature pages.

                                       52
<PAGE>

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

                                       53
<PAGE>

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

                                    WILMINGTON TRUST COMPANY,
                                      as Delaware Trustee


                                    By: /s/ Janel R. Havrilla
                                        ------------------------------------
                                    Name:  Janel R. Havrilla
                                    Title: Financial Services Officer

                                    WILMINGTON TRUST COMPANY,
                                      as Institutional Trustee


                                    By: /s/ Janel R. Havrilla
                                        ------------------------------------
                                    Name:  Janel R. Havrilla
                                    Title: Financial Services Officer

                                    CHANDLER (U.S.A.), INC.,
                                      as Sponsor


                                    By: /s/ Mark T. Paden
                                        ------------------------------------
                                        Mark T. Paden
                                        President


                                        /s/ W. Brent LaGere
                                        ------------------------------------
                                        W. Brent LaGere
                                        Administrator


                                        /s/ Mark T. Paden
                                        ------------------------------------
                                        Mark T. Paden
                                        Administrator


                                        /s/ Mark C. Hart
                                        ------------------------------------
                                        Mark C. Hart
                                        Administrator

                                       54
<PAGE>

                                     ANNEX I

                                    TERMS OF
                     CAPITAL SECURITIES AND COMMON SECURITIES

     Pursuant to Section 6.1 of the Amended and Restated Declaration of Trust,
dated as of May 22, 2003 (as amended from time to time, the "Declaration"), the
designation, rights, privileges, restrictions, preferences and other terms and
provisions of the Capital Securities and the Common Securities (collectively,
the "Securities") are set out below (each capitalized term used but not defined
herein has the meaning set forth in the Declaration):

     1.   DESIGNATION AND NUMBER.

     (a)  CAPITAL SECURITIES.  13,000 Capital Securities of Chandler Capital
Trust I (the "Trust"), with an aggregate liquidation amount with respect to the
assets of the Trust of Thirteen Million Dollars ($13,000,000) and a liquidation
amount with respect to the assets of the Trust of $1,000 per Capital Security,
are hereby designated for the purposes of identification only as the "InCapS
(SM)" (the "Capital Securities").  The Capital Security Certificates evidencing
the Capital Securities shall be substantially in the form of Exhibit A-1 to the
Declaration, with such changes and additions thereto or deletions therefrom as
may be required by ordinary usage, custom or practice or to conform to the
rules of any stock exchange on which the Capital Securities are listed, if any.

     (b)  COMMON SECURITIES.  403 Common Securities of the Trust (the "Common
Securities") will be evidenced by Common Security Certificates substantially in
the form of Exhibit A-2 to the Declaration, with such changes and additions
thereto or deletions therefrom as may be required by ordinary usage, custom or
practice.  In the absence of an Event of Default, the Common Securities will
have an aggregate liquidation amount with respect to the assets of the Trust of
Four Hundred Three Thousand Dollars ($403,000) and a liquidation amount with
respect to the assets of the Trust of $1,000 per Common Security.

     2.   DISTRIBUTIONS.

     (a)  Distributions payable on each Security will be payable at a fixed
rate of interest equal to 9.75% per annum (the "Coupon Rate").  Distributions
in arrears for more than one Distribution Period will bear interest thereon,
compounded quarterly, at the Coupon Rate (to the extent permitted by applicable
law).  The term "Distributions", as used herein, includes cash Distributions,
any such compounded Distributions and any Additional Interest payable on the
Debentures unless otherwise stated.  A Distribution is payable only to the
extent that payments are made in respect of the Debentures held by the
Institutional Trustee and to the extent the Institutional Trustee has funds
legally available in the Property Account therefor.  The amount of
Distributions payable for any Distribution Period will be computed on the
basis of a 360-day year consisting of twelve 30-day months.

     The term "Distribution Period", as used herein, means (i) in the case of
the first Distribution Period, the period from, and including, the date of
original issuance of the Securities to, but excluding, the initial Distribution
Payment Date and (ii) thereafter, from and including the first day following
the end of the preceding Distribution Period to, but excluding, the related

                                      A-I-1
<PAGE>

Distribution Payment Date or, in the case of the last Distribution Period, the
related date of redemption.

     (b)  Distributions on the Securities will be cumulative, will accrue from
the date of original issuance, and will be payable, subject to extension of
Distribution Periods as described herein, quarterly in arrears on February
23rd, May 23rd, August 23rd and November 23rd of each year, commencing on
August 23, 2003 (each, a "Distribution Payment Date").  The Debenture Issuer
has the right under the Indenture to defer payments of interest on the
Debentures by extending the interest payment period for up to 20 consecutive
quarterly periods (each such extended interest payment period, together with
all previous and future consecutive extensions thereof, is referred to herein
as an "Extension Period") at any time and from time to time on the Debentures,
subject to the conditions described below and in the Indenture.  No Extension
Period may end on a date other than a Distribution Payment Date or extend
beyond the Maturity Date, any Optional Redemption Date or the Special
Redemption Date, as the case may be (each such term as defined herein).  During
any Extension Period, interest will continue to accrue on the Debentures, and
interest on such accrued interest (such accrued interest and interest thereon
referred to herein as "Deferred Interest") will accrue, at an annual rate equal
to the Coupon Rate, compounded quarterly from the date such Deferred Interest
would have been payable were it not for the Extension Period, to the extent
permitted by applicable law.  At the end of any Extension Period, the Debenture
Issuer shall pay all Deferred Interest then accrued and unpaid on the
Debentures; PROVIDED, HOWEVER, that during any Extension Period, the Debenture
Issuer may not (i) declare or pay any dividends or distributions on, or redeem,
purchase, acquire, or make a liquidation payment with respect to, any of the
Debenture Issuer's capital stock, (ii) make any payment of principal of or
premium or interest on or repay, repurchase or redeem, any debt securities of
the Debenture Issuer that rank in all respects PARI PASSU with or junior in
interest to the Debentures or (iii) make any payment under any guarantees of
the Debenture Issuer that rank in all respects PARI PASSU with or junior in
interest to the Guarantee (other than (a) repurchases, redemptions or other
acquisitions of shares of capital stock of the Debenture Issuer (A) in
connection with any employment contract, benefit plan or other similar
arrangement with or for the benefit of one or more employees, officers,
directors or consultants, (B) in connection with a dividend reinvestment or
stockholder stock purchase plan or (C) in connection with the issuance of
capital stock of the Debenture Issuer (or securities convertible into or
exercisable for such capital stock), as consideration in an acquisition
transaction entered into prior to the applicable Extension Period, (b) as a
result of any exchange or conversion of any class or series of the Debenture
Issuer's capital stock (or any capital stock of a subsidiary of the Debenture
Issuer) for any class or series of the Debenture Issuer's capital stock or of
any class or series of the Debenture Issuer's indebtedness for any class or
series of the Debenture Issuer's capital stock, (c) the purchase of fractional
interests in shares of the Debenture Issuer's capital stock pursuant to the
conversion or exchange provisions of such capital stock or the security being
converted or exchanged, (d) any declaration of a dividend in connection with
any stockholder's rights plan, or the issuance of rights, stock or other
property under any stockholder's rights plan, or the redemption or repurchase
of rights pursuant thereto, (e) any dividend in the form of stock, warrants,
options or other rights where the dividend stock or the stock issuable upon
exercise of such warrants, options or other rights is the same stock as that
on which the dividend is being paid or ranks pari passu with or junior in
interest to such stock or (f) any payments under the Capital Securities
Guarantee).  Prior to the termination of any Extension Period, the Debenture
Issuer may further extend such Extension Period, provided,

                                      A-I-2
<PAGE>

that no Extension Period (including all previous and further consecutive
extensions that are part of such Extension Period) shall exceed 20 consecutive
quarterly periods.  Upon the termination of any Extension Period and upon the
payment of all Deferred Interest, the Debenture Issuer may commence a new
Extension Period, subject to the requirements herein and in the Indenture. No
interest or Deferred Interest (except any Additional Interest that may be due
and payable) shall be due and payable during an Extension Period, except at the
end thereof, but Deferred Interest shall accrue upon each installment of
interest that would otherwise have been due and payable during such Extension
Period until such installment is paid.

     As a consequence of any Extension Period, Distributions will be deferred.
Notwithstanding any such deferral, Distributions will continue to accrue on
the Securities, and Distributions on such accrued Distributions will accrue,
at the Coupon Rate, compounded quarterly, to the extent permitted by applicable
law.  If Distributions are deferred, the Distributions due shall be paid on the
date that such Extension Period terminates to Holders of the Securities as they
appear on the books and records of the Trust on the regular record date
immediately preceding the Distribution Payment Date on which such Extension
Period terminates to the extent that the Trust has funds legally available for
the payment of such Distributions in the Property Account of the Trust.

     The Trust's funds available for Distributions to the Holders of the
Securities will be limited to payments received from the Debenture Issuer.
The payment of Distributions out of moneys held by the Trust is guaranteed by
the Guarantor pursuant to the Guarantee.

     (c)  Distributions on the Securities will be payable to the Holders
thereof as they appear on the books and records of the Registrar on the
relevant regular record dates.  The relevant "regular record dates" shall be
15 days before the relevant Distribution Payment Dates.  Distributions payable
on any Securities that are not punctually paid on any Distribution Payment
Date, as a result of the Debenture Issuer having failed to make a payment
under the Debentures, as the case may be, when due (taking into account any
Extension Period), will cease to be payable to the Person in whose name such
Securities are registered on the original relevant regular record date, and
such defaulted Distributions will instead be payable to the Person in whose
name such Securities are registered on the regular record date preceding the
Distribution Payment Date on which the related Extension Period terminates or,
in the absence of an Extension Period, a special record date therefor selected
by the Administrators.

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

     (e)  If any Distribution Payment Date falls on a day that is not a
Business Day, then Distributions payable on such Distribution Payment Date will
be paid on the next succeeding Business Day, and no additional Distributions
will accrue in respect of such payment on such next succeeding Business Day.

     3.   LIQUIDATION DISTRIBUTION UPON DISSOLUTION.  In the event of the
voluntary or involuntary liquidation, dissolution, winding-up or termination
of the Trust (each, a "Liquidation"), the Holders of the Securities will be
entitled to receive out of the assets of the

                                      A-I-3
<PAGE>

Trust legally available for distribution to Holders of the Securities, after
satisfaction of liabilities to creditors of the Trust (to the extent not
satisfied by the Debenture Issuer), an amount in cash equal to the aggregate
of the liquidation amount of $1,000 per Security plus unpaid Distributions
accrued thereon to the date of payment (collectively, the "Liquidation
Distribution"), unless:  (i) the Debentures have been redeemed in full in
accordance with the terms thereof and of the Indenture; or (ii) the Debentures
in an aggregate principal amount equal to the aggregate liquidation amount of
such Securities and bearing accrued and unpaid interest in an amount equal to
the accrued and unpaid Distributions on such Securities, after paying or
making reasonable provision to pay all claims and obligations of the Trust in
accordance with Section 3808(e) of the Statutory Trust Act, shall be
distributed on a Pro Rata basis to the Holders of the Securities in exchange
for such Securities.

     The Sponsor, as the Holder of all of the Common Securities, has the right
at any time, upon receipt by the Debenture Issuer and the Institutional
Trustee for the benefit of the Trust of an opinion of nationally recognized
tax counsel, which opinion may rely on private rulings of the Internal Revenue
Service or public rulings of the Internal Revenue Service, that Holders will
not recognize any gain or loss for United States Federal income tax purposes
as a result of the distribution of Debentures, to dissolve the Trust
(including, without limitation, upon the occurrence of a Tax Event or an
Investment Company Event, each as defined herein) and, after satisfaction of
liabilities to creditors of the Trust, cause the Debentures to be distributed
to the Holders of the Securities on a Pro Rata basis in accordance with the
aggregate liquidation amount thereof.

     The Trust shall dissolve on the first to occur of (i) May 22, 2038, the
expiration of the term of the Trust, (ii) a Bankruptcy Event with respect to
the Sponsor, the Trust or the Debenture Issuer, (iii) (other than in connection
with a merger, consolidation or similar transaction permitted by the Indenture,
this Declaration or the Guarantee, as the case may be) the filing of a
certificate of dissolution or its equivalent with respect to the Sponsor or
upon the revocation of the charter of the Sponsor and the expiration of 90
days after the date of revocation without a reinstatement thereof, (iv) the
distribution of all of the Debentures to the Holders of the Securities, upon
exercise of the right of the Holders of all of the outstanding Common
Securities to dissolve the Trust as described above, (v) the entry of a decree
of a judicial dissolution of any Holder of the Common Securities, the Sponsor,
the Trust or the Debenture Issuer, (vi) when all of the Securities are then
subject to redemption and the amounts necessary for redemption thereof shall
have been paid to the Holders in accordance with the terms of the Securities,
or (vii) before the issuance of any Securities, with the consent of all of the
Trustees and the Sponsor.  As soon as practicable after the dissolution of the
Trust and upon completion of the winding up of the Trust, the Trust shall
terminate upon the filing of a certificate of cancellation with the Secretary
of State of the State of Delaware.

     Notwithstanding the foregoing, if a Liquidation of the Trust occurs as
described in clause (i), (ii), (iii) or (v) in the immediately preceding
paragraph, the Trust shall be liquidated by the Institutional Trustee of the
Trust as expeditiously as such Trustee determines to be practical, by
distributing, after satisfaction of liabilities to creditors of the Trust (to
the extent not satisfied by the Debenture Issuer) as provided by applicable
law, to the Holders of the Securities, the Debentures on a Pro Rata basis,
unless such distribution is determined by the Institutional Trustee not to be
practical, in which event such Holders will be entitled to receive on a Pro
Rata

                                      A-I-4
<PAGE>

basis, out of the assets of the Trust legally available for distribution to the
Holders of the Securities, after satisfaction of liabilities to creditors of
the Trust (to the extent not satisfied by the Debenture Issuer), an amount in
cash equal to the Liquidation Distribution.  A Liquidation of the Trust
pursuant to clause (iv) of the immediately preceding paragraph shall occur if
the Institutional Trustee determines that such Liquidation is practical by
distributing, after satisfaction of liabilities to creditors of the Trust (to
the extent not satisfied by the Debenture Issuer), to the Holders of the
Securities on a Pro Rata basis, the Debentures, and such distribution occurs.

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

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

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

     4.   REDEMPTION AND DISTRIBUTION.

     (a)  The Debentures will mature on May 23, 2033 (the "Maturity Date") at
an amount in cash equal to 100% of the principal amount thereof plus unpaid
interest accrued thereon to such date (the "Maturity Redemption Price").  The
Debentures may be redeemed by the Debenture Issuer, at its option, in whole or
in part, on any Distribution Payment Date on or after May 23, 2008 (each, an
"Optional Redemption Date"), at the Optional Redemption Price, upon not less
than 30 nor more than 60 days' prior written notice to holders of such
Debentures.  In addition, upon the occurrence and continuation of a Tax Event
or an Investment Company Event, the Debentures may be redeemed by the
Debenture Issuer, at its option, in whole but not in part, at any time within
90 days following the occurrence of such Tax Event or Investment Company Event,
as the case may be (the "Special Redemption Date"), at the Special Redemption
Price, upon not less than 30 nor more than 60 days' prior written notice to
holders of the

                                      A-I-5
<PAGE>

Debentures so long as such Tax Event or Investment Company Event, as the case
may be, is continuing.

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

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

     "Optional Redemption Price" means an amount in cash equal to the
percentage for the principal amount of the Debentures to be redeemed that is
specified below for such Optional Redemption Date plus unpaid interest accrued
thereon to such Optional Redemption Date or, in the case of a redemption due
to the occurrence of a Special Event, to the Special Redemption Date if the
Special Redemption Date is on or after May 23, 2008.

                                      A-I-6
<PAGE>

  OPTIONAL REDEMPTION DURING THE 12-MONTH
  ---------------------------------------
         PERIOD BEGINNING MAY 23,            PERCENTAGE OF PRINCIPAL AMOUNT
         ------------------------            ------------------------------

                   2008                                104.875%
                   2009                                103.90%
                   2010                                102.925%
                   2011                                101.95%
                   2012                                100.975%
            2013 and thereafter                        100.000%

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

     "Special Redemption Price" means, with respect to the redemption of any
Debentures following a Special Event, an amount in cash equal to (1) if the
Special Redemption Date is before, May 23, 2008, 106.875% of the outstanding
principal amount thereof plus unpaid interest accrued on such Debentures to the
Special Redemption Date and (2) if the Special Redemption Date is on or after
May 23, 2008, the Optional Redemption Price for the Special Redemption Date.

     (b)  Upon any repayment of the Debentures at maturity or in whole or in
part upon redemption (other than following the distribution of the Debentures
to the Holders of the Securities), the proceeds from such repayment shall
concurrently be applied to redeem Pro Rata, at a redemption price corresponding
to the applicable Maturity Redemption Price, Optional Redemption Price or
Special Redemption Price for the Debentures, as the case may be, Securities
having an aggregate liquidation amount equal to the aggregate principal amount
of the Debentures so repaid; PROVIDED, HOWEVER, that Holders of such Securities
shall be given not less than 30 nor more than 60 days' prior written notice of
such redemption (other than a redemption resulting from the maturity of the
Debentures on the Maturity Date).

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

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

     (e)  Redemption or Distribution Procedures.

          (i)    Written notice of any redemption of, or written notice of
     distribution of the Debentures in exchange for, the Securities (a

                                      A-I-7
<PAGE>

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

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

          (iii)  If the Securities are to be redeemed and the Trust gives a
     Redemption/Distribution Notice, which notice may only be issued if the
     Debentures are redeemed or repaid as set out in this Section (which notice
     will be irrevocable), then, PROVIDED, that the Institutional Trustee has a
     sufficient amount of cash in connection with the related redemption or
     maturity of the Debentures, the Institutional Trustee will pay the price
     payable upon redemption of the Securities to the Holders of such
     Securities by check mailed to the address of each such Holder appearing on
     the books and records of the Trust on the related date of redemption.  If
     a Redemption/Distribution Notice shall have been given and funds deposited
     as required, then immediately prior to the close of business on the date
     of such deposit, Distributions will cease to accrue on the Securities so
     subject to redemption and all rights of Holders of such Securities so
     subject to redemption will cease, except the right of the Holders of such
     Securities to receive the applicable price specified in Section 4(a), but
     without interest on such price.  If any date of redemption of the
     Securities falls on a day that is not a Business Day, then payment of all
     amounts payable on such date will be made on the next succeeding Business
     Day, and no additional Distributions will accrue in respect of such
     payment on such next succeeding Business Day.  If any amount payable upon
     redemption of the Securities is improperly withheld or refused and not
     paid either by the Trust, the Debenture Issuer or the Sponsor as guarantor
     pursuant to the Guarantee, Distributions on such Securities will continue
     to accrue at the Coupon Rate applicable from the date of redemption to the
     actual date of payment, in which case the actual payment date will be
     considered the date of redemption for purposes of calculating the price
     payable upon redemption of the Securities.

     The Trust shall not be required to (i) issue, register the transfer of or
exchange any Security during a period beginning at the opening of business 15
days before any selection for redemption of the Securities and ending at the
close of business on the earliest date on which the relevant notice of
redemption is deemed to have been given to all Holders of the Securities to be
so redeemed or (ii) register the transfer of or exchange

                                      A-I-8
<PAGE>

any Securities so selected for redemption, in whole or in part, except for the
unredeemed portion of any Securities being redeemed in part.

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

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

     5.   VOTING RIGHTS - CAPITAL SECURITIES.

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

     (b)  Subject to the requirements of obtaining a tax opinion by the
Institutional Trustee in certain circumstances set forth in the last sentence
of this paragraph, the Holders of a Majority in liquidation amount of the
Capital Securities, voting separately as a class, have the right to direct the
time, method, and place of conducting any proceeding for any remedy available
to the Institutional Trustee, or exercising any trust or power conferred upon
the Institutional Trustee under the Declaration, including (i) directing the
time, method, place of conducting any proceeding for any remedy available to
the Debenture Trustee, or exercising any trust or power conferred on the
Debenture Trustee with respect to the Debentures, (ii) waiving any past default
and its consequences that are waivable under the Indenture, (iii) exercising
any right to rescind or annul an acceleration of the principal of all the
Debentures or (iv) consenting on behalf of all the Holders of the Capital
Securities to any amendment, modification or termination of the Indenture or
the Debentures where such consent shall be required; PROVIDED, HOWEVER, that,
where a consent or action under the Indenture would require the consent or act
of the holders of greater than a simple majority in principal amount of
Debentures (a "Super Majority") affected thereby, the Institutional Trustee may
only give such consent or take such action at the written direction of the
Holders of not less than the proportion in liquidation amount of the Capital
Securities outstanding which the relevant Super Majority represents of the
aggregate principal amount of the Debentures outstanding.  If the Institutional
Trustee fails to enforce its rights under the Debentures after the Holders of
a Majority or Super Majority, as the case may be, in liquidation amount of such
Capital Securities have so directed the Institutional Trustee, to the fullest
extent permitted by law, a Holder of the Capital Securities may institute a
legal proceeding directly against the Debenture Issuer to enforce the
Institutional Trustee's rights under the Debentures without first instituting
any legal proceeding against the Institutional Trustee or any other person or
entity.  Notwithstanding the foregoing, if an Event of Default has occurred and
is continuing and such event is attributable to the failure of the Debenture
Issuer to pay interest or premium, if any, on or principal of the Debentures
on the date such interest, premium, if any, or principal is payable (or in the
case of redemption, the date of redemption),

                                      A-I-9
<PAGE>

then a Holder of the Capital Securities may directly institute a proceeding for
enforcement of payment, on or after the respective due dates specified in the
Debentures, to such Holder directly of the principal of or premium, if any, or
interest on the Debentures having an aggregate principal amount equal to the
aggregate liquidation amount of the Capital Securities of such Holder.  Except
with respect to directing the time, method and place of conducting a proceeding
for a remedy, the Institutional Trustee shall not take any of the actions
described in clause (i), (ii), (iii) or (iv) above unless the Institutional
Trustee has obtained an opinion of tax counsel to the effect that, as a result
of such action, the Trust will not be classified as other than a grantor trust
for United States federal income tax purposes.

     The Institutional Trustee shall notify all Holders of the Capital
Securities of any Default actually known to the Institutional Trustee with
respect to the Debentures unless (x) such Default has been cured prior to the
giving of such notice or (y) the Institutional Trustee determines in good faith
that the withholding of such notice is in the interest of the Holders of such
Capital Securities, except, in the case of clause (y), where the Default
relates to the payment of principal of or premium, if any, or interest on any
of the Debentures.  Such notice shall state that such Indenture Event of
Default also constitutes an Event of Default hereunder.

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

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

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

     6.   VOTING RIGHTS - COMMON SECURITIES.

                                     A-I-10
<PAGE>

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

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

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

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

                                     A-I-11
<PAGE>

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

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

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

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

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

     8.   PRO RATA.  A reference in these terms of the Securities to any
payment, distribution or treatment as being "Pro Rata" shall mean pro rata to
each Holder of the Securities

                                     A-I-12
<PAGE>

according to the aggregate liquidation amount of the Securities held by the
relevant Holder in relation to the aggregate liquidation amount of all
Securities outstanding unless, in relation to a payment, an Event of Default
has occurred and is continuing, in which case any funds available to make such
payment shall be paid first to each Holder of the Capital Securities Pro Rata
according to the aggregate liquidation amount of the Capital Securities held
by the relevant Holder relative to the aggregate liquidation amount of all
Capital Securities outstanding, and only after satisfaction of all amounts
owed to the Holders of the Capital Securities, to each Holder of the Common
Securities Pro Rata according to the aggregate liquidation amount of the
Common Securities held by the relevant Holder relative to the aggregate
liquidation amount of all Common Securities outstanding.

     9.   RANKING.  The Capital Securities rank PARI PASSU with, and payment
thereon shall be made Pro Rata with, the Common Securities except that, where
an Event of Default has occurred and is continuing, the rights of Holders of
the Common Securities to receive payment of Distributions and payments upon
liquidation, redemption and otherwise are subordinated to the rights of the
Holders of the Capital Securities with the result that no payment of any
Distribution on, or any amount payable upon the redemption of, any Common
Security, and no payment to the Holder of any Common Security on account of
the Liquidation of the Trust, shall be made unless payment in full in cash of
(i) all accrued and unpaid Distributions on all outstanding Capital Securities
for all Distribution Periods terminating on or prior thereto, (ii) all amounts
payable upon Capital Securities then subject to redemption and (iii) all
amounts payable upon Capital Securities in the event of the Liquidation of the
Trust, in each case, shall have been made or provided for, and all funds
immediately available to the Institutional Trustee shall first be applied to
the payment in full in cash of the amounts specified in clause (i), (ii) and
(iii) above that are then due and payable.

     10.  ACCEPTANCE OF GUARANTEE AND INDENTURE.  Each Holder of the Capital
Securities and the Common Securities, by the acceptance of such Securities,
agrees to the provisions of the Guarantee and the Indenture, including the
subordination provisions therein.

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

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

                                     A-I-13
<PAGE>

                                  EXHIBIT A-1

                      FORM OF CAPITAL SECURITY CERTIFICATE

                           [FORM OF FACE OF SECURITY]

     THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR ANY OTHER
APPLICABLE SECURITIES LAWS.  NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.  THE HOLDER OF THIS SECURITY OR ANY
INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE
CASE MAY BE, HEREIN AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY
OR ANY INTEREST OR PARTICIPATION HEREIN PRIOR TO THE DATE WHICH IS THE LATER
OF (i) TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k)
OF THE SECURITIES ACT) AFTER THE LATER OF (Y) THE DATE OF ORIGINAL ISSUANCE
HEREOF AND (Z) THE LAST DATE ON WHICH THE TRUST OR ANY AFFILIATE (AS DEFINED
IN RULE 405 UNDER THE SECURITIES ACT) OF THE TRUST WAS THE HOLDER OF THIS
SECURITY OR SUCH INTEREST OR PARTICIPATION (OR ANY PREDECESSOR THERETO) AND
(ii) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY ANY SUBSEQUENT CHANGE IN
APPLICABLE LAW, ONLY (A) TO THE DEBENTURE ISSUER OR THE TRUST, (B) PURSUANT TO
RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON THE HOLDER
REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER," AS DEFINED IN RULE
144A, THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (C) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT TO AN "ACCREDITED INVESTOR" WITHIN THE
MEANING OF SUBPARAGRAPH (a) (1), (2), (3), (7) OR (8) OF RULE 501 UNDER THE
SECURITIES ACT THAT IS ACQUIRING THIS SECURITY OR SUCH INTEREST OR
PARTICIPATION FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN ACCREDITED
INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE
IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (D)
PURSUANT TO OFFERS AND SALES TO NON-US PERSONS THAT OCCUR OUTSIDE THE UNITED
STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, SUBJECT TO THE RIGHT OF THE DEBENTURE ISSUER AND THE TRUST
PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C), (D) OR (E)
ABOVE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR
OTHER INFORMATION SATISFACTORY TO EACH OF THEM IN ACCORDANCE WITH THE AMENDED
AND RESTATED DECLARATION OF TRUST, A COPY OF WHICH MAY BE OBTAINED FROM THE
DEBENTURE ISSUER OR THE TRUST.  THE HOLDER OF THIS

                                      A-1-1
<PAGE>

SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR
THEREOF, AS THE CASE MAY BE, AGREES THAT IT WILL COMPLY WITH THE FOREGOING
RESTRICTIONS.

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

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

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

                                      A-1-2
<PAGE>

INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS SECURITY OR
SUCH INTEREST OR PARTICIPATION, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED
TO HAVE NO INTEREST WHATSOEVER IN THIS SECURITY OR ANY INTEREST OR
PARTICIPATION HEREIN.

                                      A-1-3
<PAGE>

Certificate Number  [_____]               Number of Capital Securities  [_____]

                             CUSIP NO [___________]

                    Certificate Evidencing Capital Securities

                                       of

                            Chandler Capital Trust I

                               Capital Securities

                (liquidation amount $1,000 per Capital Security)

     Chandler Capital Trust I, a statutory trust created under the laws of the
State of Delaware (the "Trust"), hereby certifies that [____________] is the
registered owner (the "Holder") of [______________] capital securities of the
Trust representing undivided beneficial interests in the assets of the Trust,
designated as InCapS (SM) (liquidation amount $1,000 per Capital Security)
(the "Capital Securities").  Subject to the Declaration (as defined below),
the Capital Securities are transferable on the books and records of the Trust,
in person or by a duly authorized attorney, upon surrender of this Certificate
duly endorsed and in proper form for transfer.  The Capital Securities
represented hereby are issued pursuant to, and the designation, rights,
privileges, restrictions, preferences and other terms and provisions of the
Capital Securities shall in all respects be subject to, the provisions of the
Amended and Restated Declaration of Trust of the Trust, dated as of May 22,
2003, among W. Brent LaGere, Mark T. Paden and Mark C. Hart, as Administrators,
Wilmington Trust Company, as Delaware Trustee, Wilmington Trust Company, as
Institutional Trustee, Chandler (U.S.A.), Inc., as Sponsor, and the holders
from time to time of undivided beneficial interests in the assets of the Trust,
including the designation of the terms of the Capital Securities as set forth
in Annex I to the Declaration, as the same may be amended from time to time
(the "Declaration"). Capitalized terms used herein but not defined shall have
the meaning given them in the Declaration.  The Holder is entitled to the
benefits of the Guarantee and the Indenture to the extent provided therein.
The Sponsor will provide a copy of the Declaration, the Guarantee, and the
Indenture to the Holder without charge upon written request to the Sponsor at
its principal place of business.

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

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

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

                                      A-1-4
<PAGE>

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


                                    CHANDLER CAPITAL TRUST I


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

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

                          CERTIFICATE OF AUTHENTICATION

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

                                    WILMINGTON TRUST COMPANY,
                                    not in its individual capacity but solely
                                    as the Institutional Trustee


                                    By:
                                        ------------------------------------
                                    Authorized Officer

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

                                      A-1-5
<PAGE>

                          [FORM OF REVERSE OF SECURITY]

     Distributions payable on each Capital Security will be payable at a fixed
rate of interest equal to 9.75% per annum (the "Coupon Rate").  Distributions
in arrears for more than one Distribution Period will bear interest thereon,
compounded quarterly, at the Coupon Rate (to the extent permitted by applicable
law).  The term "Distributions", as used herein, includes cash Distributions,
any such compounded Distributions and any Additional Interest payable on the
Debentures unless otherwise stated.  A Distribution is payable only to the
extent that payments are made in respect of the Debentures held by the
Institutional Trustee and to the extent the Institutional Trustee has funds
legally available in the Property Account therefor.  The amount of
Distributions payable for any Distribution Period will be computed on the
basis of a 360-day year consisting of twelve 30-day months.

     Except as otherwise described below, Distributions on the Capital
Securities will be cumulative, will accrue from the date of original issuance
and will be payable quarterly in arrears on February 23rd, May 23rd, August
23rd and November 23rd of each year, commencing on August 23, 2003 (each, a
"Distribution Payment Date"), subject to the Business Day convention specified
in the Declaration.  The Debenture Issuer has the right under the Indenture to
defer payments of interest on the Debentures by extending the interest payment
period for up to 20 consecutive quarterly periods (each such extended interest
payment period, together with all previous and future consecutive extensions
thereof, is referred to herein as an "Extension Period") at any time and from
time to time on the Debentures, subject to the conditions described below and
in the Declaration and the Indenture.  No Extension Period may end on a date
other than a Distribution Payment Date or extend beyond the Maturity Date, any
Optional Redemption Date or the Special Redemption Date, as the case may be.
During any Extension Period, interest will continue to accrue on the
Debentures, and interest on such accrued interest (such accrued interest and
interest thereon referred to herein as "Deferred Interest") will accrue, at an
annual rate equal to the Coupon Rate, compounded quarterly from the date such
Deferred Interest would have been payable were it not for the Extension Period,
to the extent permitted by applicable law.  At the end of any Extension Period,
the Debenture Issuer shall pay all Deferred Interest then accrued and unpaid on
the Debentures; PROVIDED, HOWEVER, that prior to the termination of any
Extension Period, the Debenture Issuer may further extend such Extension
Period, provided, that no Extension Period (including all previous and further
consecutive extensions that are part of such Extension Period) shall exceed 20
consecutive quarterly periods.  Upon the termination of any Extension Period
and upon the payment of all Deferred Interest, the Debenture Issuer may
commence a new Extension Period, subject to the requirements set forth herein
and in the Declaration and the Indenture.  No interest or Deferred Interest
(except any Additional Interest that may be due and payable) shall be due and
payable during an Extension Period, except at the end thereof, but Deferred
Interest shall accrue upon each installment of interest that would otherwise
have been due and payable during such Extension Period until such installment
is paid.

     As a consequence of any Extension Period, Distributions will be deferred.
If Distributions are deferred, the Distributions due shall be paid on the date
that the related Extension Period terminates to Holders of the Securities as
they appear on the books and records of the Trust on the regular record date
immediately preceding the Distribution Payment Date on which such Extension
Period terminates to the extent that the Trust has funds legally available for
the payment of such Distributions in the Property Account of the Trust.

                                      A-1-6
<PAGE>

     The Capital Securities shall be redeemable, and shall be entitled to the
Liquidation Distribution, as provided in the Declaration.

                                      A-1-7
<PAGE>

                                   ASSIGNMENT

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

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

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

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

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

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

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

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

(Insert address and zip code of assignee),

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

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


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

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


     Signature Guarantee: 1
                          -------------------------------


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

                                      A-1-8
<PAGE>

                                   EXHIBIT A-2

                       FORM OF COMMON SECURITY CERTIFICATE

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

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

                                      A-2-1
<PAGE>


Certificate Number  [_____]            Number of Common Securities [____]

                    Certificate Evidencing Common Securities

                                       of

                            Chandler Capital Trust I

     Chandler Capital Trust I, a statutory trust created under the laws of the
State of Delaware (the "Trust"), hereby certifies that Chandler (U.S.A.), Inc.
is the registered owner (the "Holder") of [______________] common securities
of the Trust representing undivided beneficial interests in the assets of the
Trust (liquidation amount $1,000 per Common Security)(the "Common Securities").
The Common Securities represented hereby are issued pursuant to, and the
designation, rights, privileges, restrictions, preferences and other terms and
provisions of the Common Securities shall in all respects be subject to, the
provisions of the Amended and Restated Declaration of Trust of the Trust, dated
as of May 22, 2003, among W. Brent LaGere, Mark T. Paden and Mark C. Hart, as
Administrators, Wilmington Trust Company, as Delaware Trustee, Wilmington Trust
Company, as Institutional Trustee, the Holder, as Sponsor, and the holders from
time to time of undivided beneficial interests in the assets of the Trust,
including the designation of the terms of the Common Securities as set forth
in Annex I to the Declaration, as the same may be amended from time to time
(the "Declaration").  Capitalized terms used herein but not defined shall have
the meaning given them in the Declaration.  The Sponsor will provide a copy of
the Declaration and the Indenture to the Holder without charge upon written
request to the Sponsor at its principal place of business.

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

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

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

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

                                      A-2-2
<PAGE>

     IN WITNESS WHEREOF, the Trust has executed this certificate this ___ day
of ____, 2003.

                                       CHANDLER CAPITAL TRUST I

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

                                      A-2-3

                          [FORM OF REVERSE OF SECURITY]

     Distributions payable on each Common Security will be identical in amount
to the Distributions payable on each Capital Security, which is at a fixed rate
of interest equal to 9.75% per annum, (the "Coupon Rate").  Distributions in
arrears for more than one Distribution Period  will bear interest thereon,
compounded quarterly, at the Coupon Rate (to the extent permitted by applicable
law).  The term "Distributions", as used herein, includes cash Distributions,
any such compounded Distributions and any Additional Interest payable on the
Debentures, unless otherwise stated.  A Distribution is payable only to the
extent that payments are made in respect of the Debentures held by the
Institutional Trustee and to the extent the Institutional Trustee has funds
legally available in the Property Account therefor.  The amount of
Distributions payable for any Distribution Period will be computed on the
basis of a 360-day year consisting of twelve 30-day months.

     Except as otherwise described below, Distributions on the Common
Securities will be cumulative, will accrue from the date of original issuance
and will be payable quarterly in arrears on February 23rd, May 23rd, August
23rd and November 23rd of each year, commencing on August 23, 2003 (each, a
"Distribution Payment Date"), subject to the Business Day convention specified
in the Declaration.  The Debenture Issuer has the right under the Indenture to
defer payments of interest on the Debentures by extending the interest payment
period for up to 20 consecutive quarterly periods (each such extended interest
payment period, together with all previous and future consecutive extensions
thereof, is referred to herein as an "Extension Period") at any time and from
time to time on the Debentures, subject to the conditions described below and
in the Declaration and the Indenture.  No Extension Period may end on a date
other than a Distribution Payment Date or extend beyond the Maturity Date, any
Optional Redemption Date or the Special Redemption Date, as the case may be.
During any Extension Period, interest will continue to accrue on the
Debentures, and interest on such accrued interest (such accrued interest and
interest thereon referred to herein as "Deferred Interest") will accrue, at an
annual rate equal to the Coupon Rate, compounded quarterly from the date such
Deferred Interest would have been payable were it not for the Extension Period,
to the extent permitted by applicable law.  At the end of any Extension Period,
the Debenture Issuer shall pay all Deferred Interest then accrued and unpaid
on the Debentures; PROVIDED, HOWEVER, that prior to the termination of any
Extension Period, the Debenture Issuer may further extend such Extension
Period, provided, that no Extension Period (including all previous and further
consecutive extensions that are part of such Extension Period) shall exceed 20
consecutive quarterly periods.  Upon the termination of any Extension Period
and upon the payment of all Deferred Interest, the Debenture Issuer may
commence a new Extension Period, subject to the requirements set forth herein
and in the Declaration and the Indenture.  No interest or Deferred Interest
(except any Additional Interest that may be due and payable) shall be due and
payable during an Extension Period, except at the end thereof, but Deferred
Interest shall accrue upon each installment of interest that would otherwise
have been due and payable during such Extension Period until such installment
is paid.

     As a consequence of any Extension Period, Distributions will be deferred.
If Distributions are deferred, the Distributions due shall be paid on the date
that the related Extension Period terminates to Holders of the Securities as
they appear on the books and records of the Trust on the regular record date
immediately preceding the Distribution Payment Date on

                                      A-2-4
<PAGE>

which such Extension Period terminates to the extent that the Trust has funds
legally available for the payment of such Distributions in the Property Account
of the Trust.

     The Common Securities shall be redeemable, and shall be entitled to the
Liquidation Distribution, as provided in the Declaration.

                                      A-2-5
<PAGE>

                                   ASSIGNMENT

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

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

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

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

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

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

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

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

(Insert address and zip code of assignee),

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

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


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

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


     Signature Guarantee: 2
                          -------------------------------


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

                                      A-2-6
<PAGE>

                                                                     EXHIBIT B
                         FORM OF TRANSFEREE CERTIFICATE
                  TO BE EXECUTED BY TRANSFEREES OTHER THAN QIBs

                                                           __________, [     ]

Chandler (U.S.A.), Inc.
Chandler Capital Trust I
c/o 1010 Manvel Avenue
Chandler, Oklahoma 74834

Re:  Purchase of $1,000 liquidation amount of InCapS(SM)
     (THE "CAPITAL SECURITIES") OF CHANDLER CAPITAL TRUST I
     ------------------------------------------------------

Ladies and Gentlemen:

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

     1.   We understand that the InCapS (SM) (the "Capital Securities") of
Chandler Capital Trust I (the "Trust") have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), and may not be
offered or sold except as permitted in the following sentence. We agree on our
own behalf and on behalf of any investor account for which we are purchasing
the Capital Securities that, if we decide to offer, sell or otherwise transfer
any such Capital Securities prior to the date which is the later of (i) two
years (or such shorter period of time as permitted by Rule 144(k) of the
Securities Act) after the later of (Y) the date of original issuance of the
Capital Securities and (Z) the last date on which the Trust or any Affiliate
(as defined in Rule 405 under the Securities Act) of the Trust was the holder
of any such Capital Securities (or any predecessor thereto) and (ii) such later
date, if any, as may be required by any subsequent change in applicable law
(the "Resale Restriction Termination Date"), then such offer, sale or other
transfer will be made only (a) to the Company or the Trust, (b) pursuant to
Rule 144A under the Securities Act, to a person we reasonably believe is a
qualified institutional buyer under Rule 144A (a "QIB"), that purchases for its
own account or for the account of a QIB and to whom notice is given that the
transfer is being made in reliance on Rule 144A, (c) pursuant to an exemption
from registration, to an "accredited investor" within the meaning of
subparagraph (a) (1), (2), (3), (7) or (8) of Rule 501 under the Securities Act
that is acquiring any such Capital Securities for its own account or for the
account of such an accredited investor for investment purposes and not with a
view to, or for offer or sale in connection with, any distribution thereof in
violation of the Securities Act, or (d) pursuant to another available exemption
from the registration requirements of the Securities Act, and in each of the
foregoing cases in accordance with any applicable state securities laws and any
requirements of law that govern the disposition of our property.  If any resale
or other transfer of the Capital Securities is proposed to be made pursuant to
clause (c) or (d) above, the transferor shall deliver a letter from the
transferee substantially in the form of this letter to the Institutional
Trustee as Transfer Agent, which shall provide as applicable, among other
things, that the transferee is an accredited investor within the meaning of
subparagraph (a)(1), (2), (3), (7) or (8) of Rule 501 under the Securities Act
that is acquiring such Capital Securities for investment purposes and not for
any distribution in violation of the Securities Act. We acknowledge on our

                                       B-1
<PAGE>

behalf and on behalf of any investor account for which we are purchasing
Capital Securities that the Company and the Trust reserve the right prior to
any offer, sale or other transfer pursuant to clause (c) or (d) to require the
delivery of any opinion of counsel, certifications and/or other information
satisfactory to Chandler (U.S.A.), Inc. (the "Company") and the Trust.  We
understand that the certificates for any Capital Securities that we receive
prior to the Resale Restriction Termination Date will bear a legend
substantially to the effect of the foregoing.

     2.   We are an accredited investor within the meaning of subparagraph
(a) (1), (2), (3), (7) or (8) of Rule 501 under the Securities Act purchasing
for our own account or for the account of such an accredited investor, and we
are acquiring the Capital Securities for investment purposes and not with view
to, or for offer or sale in connection with, any distribution in violation of
the Securities Act, and we have such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of our
investment in the Capital Securities, and we and any account for which we are
acting are each able to bear the economic risks of our or its investment.

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

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

     5.   We acknowledge that we either (A) are not a fiduciary of a pension,
profit-sharing or other employee benefit plan or arrangement subject to the
Employee Retirement Income Security Act of 1974, as amended or to Section 4975
of the Internal Revenue Code of 1986, as amended (a "Plan"), or an entity whose
assets include "plan assets" by reason of any Plan's investment in the entity
and are not purchasing the Capital Securities on behalf of or with "plan
assets" by reason of any Plan's investment in the entity and are not purchasing
the Capital Securities on behalf of or with "plan assets" of any Plan or (B)
are eligible for the exemptive relief available under one or more of the
following prohibited transaction class exemptions ("PTCEs") issued by the U.S.
Department of Labor:  PTCE 96-23, 95-60, 91-38, 90-1 or 84-14.

     6.   We acknowledge that each Plan, by its purchase of the Capital
Securities, will be deemed to have directed the Trust to invest in the
Debentures, and to have consented to the appointment of the Institutional
Trustee.

     7.   We acknowledge that the Company, the Trust and others will rely upon
the truth and accuracy of the foregoing acknowledgments, representations,
warranties and agreements and agree that if any of our acknowledgments,
representations, warranties and agreements are no longer accurate, we shall
promptly notify the Placement Agent. If we are acquiring any Capital Securities
as a fiduciary or agent for one or more investor accounts, we represent that we
have sole discretion with respect to each such investor account and that we

                                       B-2
<PAGE>

have full power to make the foregoing acknowledgments, representations and
agreements on behalf of each such investor account.

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


                                        ------------------------------------
                                        (Name of Purchaser)

                                        By:
                                           ---------------------------------

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

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

Name:
     -------------------------------

Address:
        ----------------------------

Taxpayer ID Number:
                   ------------------------

                                       B-3
<PAGE>

                                                                     EXHIBIT C

                         FORM OF TRANSFEROR CERTIFICATE
                            TO BE EXECUTED FOR QIBs

                                                           __________, [     ]

Chandler (U.S.A.), Inc.
Chandler Capital Trust I
1010 Manvel Avenue
Chandler, Oklahoma 74834

Re:  Purchase of $1,000 liquidation amount of InCapS (SM)
     (THE "CAPITAL SECURITIES") OF CHANDLER CAPITAL TRUST I
     ------------------------------------------------------

     Reference is hereby made to the Amended and Restated Declaration of Trust
of Chandler Capital Trust I, dated as of May 22, 2003 (the "Declaration"),
among W. Brent LaGere, Mark T. Paden and Mark C. Hart, as Administrators,
Wilmington Trust Company, as Delaware Trustee, Wilmington Trust Company, as
Institutional Trustee, Chandler (U.S.A.), Inc., as Sponsor, and the holders
from time to time of undivided beneficial interests in the assets of Chandler
Capital Trust I.  Capitalized terms used but not defined herein shall have the
meanings given them in the Declaration.

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

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

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

                                       C-1
<PAGE>

                                        ------------------------------------
                                        (Name of Transferor)


                                        By:
                                           ---------------------------------

                                        Name:
                                             -------------------------------

                                        Title:
                                              ------------------------------

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

                                       C-2
<PAGE>

                                                                     EXHIBIT D

                          FORM OF OFFICERS' CERTIFICATE

                            QUARTERLY FINANCIAL REPORT


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

                  PLEASE COMPLETE FOR EACH INSURANCE SUBSIDIARY

Name of Insurance Company:
                                 ------------------------------------

Date of Report:
                                                                     ----------

Current A.M. Best Insurer's Financial Strength Rating:               ----------


Please provide the following information for the most recent quarterly period
ended Quarter:__ March 31__ June 30__ September 30__ December 31__ Year: 20__


Most Recently Reported NAIC Risk Based Capital Ratio                  _________%

Total Policyholders' Surplus                                          $________

Ratio of Consolidated Debt and Preferred Stock
to Total Policyholders' Surplus                                       _________%

Total Admitted Assets                                                 $________

Ratio of NAIC Class 1 & 2 Rated Investments
to Total Fixed Income Investments                                     _________%

Ratio of NAIC Class 1 & 2 Rated Investments to
Total Investments                                                     _________%

Return on Policyholders' Surplus for the Trailing Twelve Month Period _________%

For Property & Casualty Companies:

                                       D-1
<PAGE>

Expense Ratio                                                         _________%

Loss and LAE Ratio                                                    _________%

Combined Ratio                                                        _________%

Net Premiums Written (trailing twelve month period)
 to Policyholders' Surplus                                            _________%

                                       D-2
<PAGE>

                                  CERTIFICATION

     The undersigned hereby certifies that he/she has duly executed the
attached Quarterly Financial Report, dated ______, __, for and on behalf of
____________, that he/she is the _______________ of such Company, and that
he/she has authority to execute and file such instrument.  The undersigned
further certifies that he/she is familiar with such instrument and that the
facts therein set forth are true to the best of his/her knowledge, information
and belief.



                                        Name: ______________________________


                                       D-3
<PAGE>


                                     LEGEND


NAIC RISK BASED CAPITAL RATIO-P&C  (TOTAL ADJUSTED CAPITAL (AS DEFINED IN THE
                                   NAIC RBC INSTRUCTIONS FOR P&C INSURERS)
                                   /AUTHORIZED CONTROL LEVEL RISK-BASED CAPITAL)

NAIC RISK BASED CAPITAL RATIO-LIFE (TOTAL ADJUSTED CAPITAL (AS DEFINED IN THE
                                   NAIC RBC INSTRUCTIONS FOR LIFE INSURERS)
                                   /AUTHORIZED CONTROL LEVEL RISK-BASED CAPITAL)

TOTAL CAPITAL AND SURPLUS-LIFE     COMMON CAPITAL STOCK + PREFERRED CAPITAL
                                   STOCK + AGGREGATE WRITE-INS FOR OTHER THAN
                                   SPECIAL SURPLUS FUNDS + SURPLUS NOTES + GROSS
                                   PAID-IN AND CONTRIBUTED SURPLUS + AGGREGATE
                                   WRITE-INS FOR SPECIAL SURPLUS FUNDS +
                                   UNASSIGNED FUNDS (SURPLUS) + ASSET VALUATION
                                   RESERVE  - TREASURY STOCK

TOTAL CAPITAL AND SURPLUS-P&C      AGGREGATE WRITE-INS FOR SPECIAL SURPLUS FUNDS
                                   + COMMON CAPITAL STOCK + PREFERRED CAPITAL
                                   STOCK + AGGREGATE WRITE-INS FOR OTHER THAN
                                   SPECIAL SURPLUS FUNDS + SURPLUS NOTES +GROSS
                                   PAID-IN AND CONTRIBUTED SURPLUS +
                                   UNASSIGNED FUNDS (SURPLUS) - TREASURY STOCK

TOTAL ADMITTED ASSETS              TOTAL ADMITTED ASSETS AS DETERMINED IN
                                   ACCORDANCE WITH STATUTORY ACCOUNTING
                                   PRINCIPLES

RETURN ON POLICYHOLDERS' SURPLUS   NET INCOME/POLICYHOLDERS' SURPLUS FOR THE
FOR THE TRAILING TWELVE MONTH      TRAILING TWELVE MONTH PERIOD
PERIOD

EXPENSE RATIO                      OTHER UNDERWRITING EXPENSES INCURRED/NET
                                   PREMIUMS EARNED

LOSS AND LAE RATIO                 (LOSSES INCURRED + LOSS EXPENSES
                                   INCURRED)/NET PREMIUMS EARNED

COMBINED RATIO                     EXPENSE RATIO + LOSS AND LAE RATIO

NET PREMIUMS WRITTEN (TRAILING     NET PREMIUMS WRITTEN OF THE TRAILING TWELVE
TWELVE MONTH PERIOD) TO            MONTH PERIOD/POLICYHOLDERS' SURPLUS
POLICYHOLDERS' SURPLUS

                                       D-4