<PAGE>


                                                                  Exhibit 4.5.1



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

                                     FORM OF

                        AMENDED AND RESTATED DECLARATION

                                    OF TRUST

                             DOBSON FINANCING TRUST

                           Dated as of _______________

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

<PAGE>


                            CROSS-REFERENCE TABLE*


<TABLE>
<CAPTION>

    Section of
Trust Indenture Act                                              Section of
of 1939, as amended                                              Declaration
-------------------                                              -----------
<S>                                                          <C>
310(a)       ..............................................  5.3(a)
310(b)       ..............................................  5.3(c), 5.3(d)
310(c)       ..............................................  Inapplicable
311(a)       ..............................................  2.2(b)
311(b)       ..............................................  2.2(b)
311(c)       ..............................................  Inapplicable
312(a)       ..............................................  2.2(a)
312(b)       ..............................................  2.2(b)
312(c)       ..............................................  Inapplicable
313(a)       ..............................................  2.3
313(b)       ..............................................  2.3
313(c)       ..............................................  2.3
313(d)       ..............................................  2.3
314(a)       ..............................................  2.4, 2.7, 3.6(j)
314(b)       ..............................................  Inapplicable
314(c)       ..............................................  2.5
314(d)       ..............................................  Inapplicable
314(e)       ..............................................  2.5
314(f)       ..............................................  Inapplicable
315(a)       ..............................................  3.9(b), 3.10(a)
315(b)       ..............................................  2.7(a)
315(c)       ..............................................  3.9(a)
315(d)       ..............................................  3.9(b)


                                       i


<PAGE>


316(a)       ..............................................  2.6
316(b)       ..............................................  2.6
316(c)       ..............................................  3.6(e)
317(a)       ..............................................  3.8(h)
317(b)       ..............................................  3.8(c), 7.2(a)
318          ..............................................  2.1(c)

</TABLE>

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

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


                                      ii


<PAGE>


                               TABLE OF CONTENTS


<TABLE>

<S>                                                                                                               <C>
ARTICLE I INTERPRETATION AND DEFINITIONS..........................................................................1

         SECTION 1.1            Definitions.......................................................................1
ARTICLE II TRUST INDENTURE ACT....................................................................................7

         SECTION 2.1            Trust Indenture Act: Application..................................................7
         SECTION 2.2            Lists of Holders of Securities....................................................8
         SECTION 2.3            Reports by the Property Trustee...................................................8
         SECTION 2.4            Periodic Reports to Property Trustee..............................................8
         SECTION 2.5            Evidence of Compliance with Conditions Precedent..................................8
         SECTION 2.6            Events of Default; Waiver.........................................................9
         SECTION 2.7            Event of Default: Notice.........................................................10
ARTICLE III ORGANIZATION.........................................................................................11

         SECTION 3.1            Name.............................................................................11
         SECTION 3.2            Office...........................................................................11
         SECTION 3.3            Purpose..........................................................................11
         SECTION 3.4            Authority........................................................................11
         SECTION 3.5            Title to Property of the Trust...................................................12
         SECTION 3.6            Powers and Duties of the Administrative Trustees.................................12
         SECTION 3.7            Prohibition of Actions by the Trust and the Trustees.............................14
         SECTION 3.8            Powers and Duties of the Property Trustee........................................15
         SECTION 3.9            Certain Duties and Responsibilities of the Property Trustee......................17
         SECTION 3.10           Certain Rights of Property Trustee...............................................18
         SECTION 3.11           Delaware Trustee.................................................................20
         SECTION 3.12           Not Responsible for Recitals or Issuance of Securities...........................20
         SECTION 3.13           Duration of Trust................................................................20
         SECTION 3.14           Mergers..........................................................................21
ARTICLE IV SPONSOR...............................................................................................22

         SECTION 4.1            Sponsor's Purchase of Common Securities..........................................22
         SECTION 4.2            Covenants of the Sponsor.........................................................22
         SECTION 4.3            Rights and Responsibilities of the Sponsor.......................................22
         SECTION 4.4            Right to Proceed.................................................................23
         SECTION 4.5            Expenses.........................................................................23
ARTICLE V TRUSTEES...............................................................................................24

         SECTION 5.1            Number of Trustees...............................................................24
         SECTION 5.2            Delaware Trustee.................................................................24
         SECTION 5.3            Property Trustee; Eligibility....................................................24
         SECTION 5.4            Certain Qualifications of Administrative Trustees and Delaware Trustee Generally.25
         SECTION 5.5            Administrative Trustees..........................................................25
         SECTION 5.6            Appointment, Removal and Resignation of Trustees.................................25
         SECTION 5.7            Vacancies among Trustees.........................................................27
         SECTION 5.8            Effect of Vacancies..............................................................27
         SECTION 5.9            Meetings.........................................................................27
         SECTION 5.10           Delegation of Power..............................................................28
         SECTION 5.11           Merger, Conversion, Consolidation or Succession to Business......................28
ARTICLE VI DISTRIBUTIONS.........................................................................................28

         SECTION 6.1            Distributions....................................................................28
ARTICLE VII ISSUANCE OF SECURITIES...............................................................................29

         SECTION 7.1            General Provisions Regarding Securities..........................................29
         SECTION 7.2            Paying Agent and Registrar.......................................................32
ARTICLE VIII TERMINATION OF TRUST................................................................................32


                                       i


<PAGE>

         SECTION 8.1            Termination of Trust.............................................................32
ARTICLE IX TRANSFER OF INTERESTS.................................................................................33

         SECTION 9.1            Transfer of Securities...........................................................33
         SECTION 9.2            Transfer or Exchange of Certificates.............................................33
         SECTION 9.3            Deemed Security Holders..........................................................34
         SECTION 9.4            Book Entry Interests.............................................................34
         SECTION 9.5            Notices to Clearing Agency.......................................................35
         SECTION 9.6            Appointment of Successor Clearing Agency.........................................35
         SECTION 9.7            Definitive Trust Preferred Security Certificate..................................35
         SECTION 9.8            Mutilated, Destroyed, Lost or Stolen Certificates................................36
ARTICLE X LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS...................................36

         SECTION 10.1           Liability........................................................................36
         SECTION 10.2           Exculpation......................................................................36
         SECTION 10.3           Fiduciary Duty...................................................................37
         SECTION 10.4           Indemnification..................................................................38
         SECTION 10.5           Outside Business.................................................................40
         SECTION 10.6           Trustee's Fees and Expenses......................................................40
ARTICLE XI ACCOUNTING............................................................................................40

         SECTION 11.1           Fiscal Year......................................................................40
         SECTION 11.2           Certain Accounting Matters.......................................................40
         SECTION 11.3           Banking..........................................................................41
         SECTION 11.4           Withholding......................................................................41
ARTICLE XII AMENDMENTS AND MEETINGS..............................................................................41

         SECTION 12.1           Amendments.......................................................................41
         SECTION 12.2           Meetings of the Holders of Securities; Action by Written Consent.................43
ARTICLE XIII REPRESENTATIONS OF PROPERTY TRUSTEE AND DELAWARE TRUSTEE............................................44

         SECTION 13.1           Representations and Warranties of Property Trustee...............................44
         SECTION 13.2           Representations and Warranties of Delaware Trustee...............................45
ARTICLE XIV MISCELLANEOUS........................................................................................46

         SECTION 14.1           Notices..........................................................................46
         SECTION 14.2           Governing Law....................................................................46
         SECTION 14.3           Intention of the Parties.........................................................47
         SECTION 14.4           Headings.........................................................................47
         SECTION 14.5           Successors and Assigns...........................................................47
         SECTION 14.6           Partial Enforceability...........................................................47
         SECTION 14.7           Entire Agreement.................................................................47
         SECTION 14.8           Remedies.........................................................................47
         SECTION 14.9           Counterparts.....................................................................47
</TABLE>


                                      ii
<PAGE>


                                     FORM OF
                              AMENDED AND RESTATED
                              DECLARATION OF TRUST
                                       OF
                             DOBSON FINANCING TRUST

                                     [date]

      AMENDED AND RESTATED DECLARATION OF TRUST ("Declaration") dated and
effective as of _____________________, by the Trustees (as defined herein), for
the benefit of the Holders (as defined herein), and the Sponsor (as defined
herein).

      WHEREAS, the Trustees and the Sponsor established The Dobson Financing
Trust (the "Trust"), a trust under the Delaware Business Trust Act pursuant to
a Declaration of Trust dated as of July ___, 2001 (the "Original Declaration"),
and a Certificate of Trust filed with the Secretary of State of the State of
Delaware on July ____, 2001;

      WHEREAS,  prior to the date hereof,  no Securities  (as defined  herein)
have been issued; and

      WHEREAS, all of the Trustees 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 business trust under the Business Trust Act and that this
Declaration constitute the governing instrument of such business trust, in
consideration of the mutual covenants herein contained and other good and
valuable consideration, the receipt of which is hereby acknowledged, the
parties, intending to be legally bound, hereby 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 have the respective meanings assigned to them in this Section
1.1;

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

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

      (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, either directly or by
reference therein, has the same meaning when used in this Declaration unless
otherwise defined in this Declaration or unless the context otherwise requires;

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

      (g)   the words  "include,"  "includes" and "including"  shall be deemed
to be followed by the phrase "without limitation;"


                                       1


<PAGE>


      (h) all accounting terms used but not defined herein have the meanings
assigned to them in accordance with United States generally accepted accounting
principles as in effect at the time of computation; and

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

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

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

      "Agent" means any Paying Agent or Registrar.

      "Authorized Newspaper" means a daily newspaper, in the English language,
customarily published on each day that is a Business Day in the city of
New York City and of general circulation in the city of New York City.

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

      "Book Entry Interest" means a beneficial interest in a Global Certificate
registered in the name of a Clearing Agency or its nominee, ownership and
transfers of which shall be maintained and made through book entries by a
Clearing Agency as described in Section 9.4.

      "Business Day" means any day other than a Saturday, Sunday or any other
day on which banking institutions in New York, New York are permitted or
required by any applicable law to close.

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

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

      "Clearing Agency" means an organization registered as a "Clearing Agency"
pursuant to Section 17A of the Exchange Act that is acting as depositary for the
Trust Preferred Securities and in whose name or in the name of a nominee of that
organization shall be registered a Global Certificate and which shall undertake
to effect book entry transfers and pledges of the Trust Preferred Securities.

      "Clearing Agency Participant" means a broker, dealer, bank, other
financial institution or other Person for whom from time to time the Clearing
Agency effects book entry transfers and pledges of securities deposited with the
Clearing Agency. Unless otherwise specified in the Terms and Conditions, DTC
shall be the initial Clearing Agency.

      "Closing Date" means the "Closing Time" and each "Date of Delivery," if
any, under the Underwriting Agreement.

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

      "Commission" means the Securities and Exchange Commission, as from time to
time constituted and existing under the Exchange Act, or, if at any time after
the execution of this instrument such commission is not existing and performing
the duties


                                       2


<PAGE>


now assigned to it under the Trust Indenture Act, then the body performing such
duties at such time.

      "Common Security" has the meaning specified in Section 7.1.

      "Common Securities Guarantee" means the guarantee agreement to be dated as
of the date hereof and executed and delivered by the Sponsor and
_____________________, as trustee, for the benefit of the Holders of the Common
Securities, as such agreement may be modified, supplemented or amended from time
to time.

      "Common Security Certificate" means a definitive certificate in fully
registered form representing a Common Security, which shall be prepared by the
Sponsor and a specimen of which shall be substantially in the form of Exhibit
A-2.

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

      "Corporate  Trust  Office"  means the office of the Property  Trustee at
which the  corporate  trust  business of the Property  Trustee  shall,  at any
particular  time,  be  principally  administered,  which office at the date of
execution of this Declaration is located at __________________________________

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

      "Creditor" has the meaning set forth in Section 4.5.

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

      "Debenture Issuer" means Dobson Communications Corporation, an Oklahoma
corporation or any successor entity, in its capacity as issuer of the Debentures
under the Indenture.

      "Debenture Trustee" means ___________________, a ___________ trust
corporation as trustee under the Indenture until a successor is appointed
thereunder, and thereafter means such successor trustee.

      "Debentures" means the debt securities to be purchased by the Trust
specified in the Terms and Conditions.

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

      "Direction" by a Person means a written direction signed:

         (a)      if the Person is a natural person, by that Person; or

         (b)      in any  other  case,  in the name of such  Person  by one or
more Authorized Officers of that Person.

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

      "Distribution" has the meaning set forth in the Terms and Conditions.

      "DTC" means The Depository Trust Company or any successor entity.


                                       3


<PAGE>


      "Event of Default" means a Debenture Event of Default or any Other
Document Event of Default has occurred and is continuing.

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

      "Fiduciary Indemnified Person" means (a) the Property Trustee, (b) the
Delaware Trustee, (c) any Affiliate of the Property Trustee or the Delaware
Trustee, and (d) any officers, directors, shareholders, members, partners,
employees, representatives, custodians, nominees or agents of the Property
Trustee or the Delaware Trustee.

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

      "Holder" or "holder" means a Person in whose name a Security is
registered, such Person being a beneficial owner within the meaning of the
Business Trust Act.

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

      "Indenture" means the Indenture specified in the Terms and Conditions,
among the Debenture Issuer and the Debenture Trustee under which the Debentures
are issued, as such Indenture may be modified, supplemented or amended from time
to time, and includes any indenture supplemental thereto.

      "Investment Company" means an entity required to register as an investment
company under the Investment Company Act.

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

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

      "Majority in liquidation amount" with respect to Securities of any class
means, except as provided elsewhere in this Declaration or by the Trust
Indenture Act, 50% of the aggregate liquidation amount (including the stated
amount that would be paid on redemption, liquidation or otherwise, plus accrued
and unpaid Distributions to the date upon which the voting or written consent
percentages are determined) of all outstanding Securities of such class.

      "Officers' Certificate" means, with respect to (A) the Sponsor, a
certificate signed by the Chairman of the Board, a Vice Chairman, the President
or a Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary
or an Assistant Secretary of the Sponsor and (B) any other Person, a certificate
signed by any two Authorized Officers of such Person. Any Officers' Certificate
delivered with respect to compliance with a condition or covenant provided for
in this Declaration shall comply with Section 314 of the Trust Indenture Act and
shall include:

      (a)   a  statement   that  the   individuals   signing   the   Officers'
Certificate  have read the covenant or condition and the definitions  relating
thereto;

      (b) a brief statement of the nature and scope of the examination or
investigation upon which the statements or opinions contained in such Officers'
Certificate are based;

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


                                       4


<PAGE>


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

      "Other Document" means any instrument or agreement constituting Trust
Property, other than the Debentures, specified in the Terms and Conditions.

      "Other Document Event of Default" means an event of default under any
Other Document, if any, that is specified in the Terms and Conditions as an
Other Document Event of Default.

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

         (a) Trust Preferred Securities theretofore cancelled by the Property
Trustee or delivered to the Property Trustee for cancellation or Common
Securities theretofore cancelled by an Administrative Trustee or delivered to
the Administrative Trustees for cancellation;

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

         (c) Securities which have been paid or in exchange for or in lieu of
which other securities have been executed and delivered pursuant to this
Declaration; and

         (d) If the Securities are convertible or exchangeable into other
securities or other property, Securities converted or exchanged as contemplated
by this Declaration if such other securities have or other property has been
either (i) delivered to the Holders of such Securities in accordance with this
Declaration or (ii) deposited with and are held by the Property Trustee or any
Paying Agent in trust for the Holders of such Securities in accordance with this
Declaration, provided in the case of this clause (ii) that any applicable notice
of conversion or exchange has been duly given to the Holders thereof pursuant to
this Declaration;

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

      "Paying Agent" has the meaning specified in Section 7.2(a).

      "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.


                                       5


<PAGE>


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

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

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

      "Registrar" has the meaning specified in Section 7.2(b).

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

      "Responsible Officer" means, with respect to the Property Trustee, any
officer within the Corporate Trust Office of the Property Trustee with direct
responsibility for the Property Trustee's obligations under this Declaration and
also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of that officer's knowledge of
and familiarity with the particular subject.

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

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

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

      "Sponsor" or "Dobson" means Dobson Communications Corporation, an Oklahoma
corporation, or any successor entity, in its capacity as sponsor of the Trust.

      "State" means any of the 50 states in the United States or the District of
Columbia.

      "Successor Common Securities" has the meaning set forth in Section
3.14(b)(i).

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

      "Successor Entity" has the meaning set forth in Section 3.14(b)(i).

      "Successor Property Trustee" has the meaning set forth in Section
3.8(f)(ii).

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

      "Successor Trust Preferred Securities" has the meaning set forth in
Section 3.14(b)(i).

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

      "10% in liquidation amount" with respect to either the Common Securities
or the Trust Preferred Securities means, except as provided elsewhere in this
Declaration or by the Trust Indenture Act, 10% or more of the aggregate
liquidation amount (including the stated amount that would be paid on
redemption, liquidation or otherwise, plus accrued and unpaid Distributions to
the date upon which the voting percentages are determined) of all such
outstanding Common Securities or Trust Preferred Securities.


                                       6


<PAGE>


      "Terms and Conditions" means the terms and conditions of the Common
Securities and the Trust Preferred Securities determined by the Sponsor and
executed by the Administrative Trustees in accordance with Section 7.1(b).

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

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

      "Trust Preferred Security Beneficial Owner" means, with respect to a Book
Entry Interest, a Person who is the beneficial owner of such Book Entry
Interest, as reflected on the books of the Clearing Agency, or on the books of a
Person maintaining an account with such Clearing Agency (directly as a Clearing
Agency Participant or as an indirect participant, in each case in accordance
with the rules of such Clearing Agency).

      "Trust Preferred Security Certificate" means a certificate representing a
Trust Preferred Security, which shall be prepared by the Sponsor and a specimen
of which shall be substantially in the form attached hereto as Exhibit A-1.

      "Trust Preferred Securities Guarantee" means the guarantee agreement dated
as of the date hereof executed and delivered by the Sponsor and ____________, as
trustee, for the benefit of the Holders, as such agreement may be modified,
supplemented or amended from time to time.

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

      "Underwriting Agreement" means the underwriting agreement for the offering
and sale of Trust Preferred Securities, including any amendments or supplements
thereto.


                                   ARTICLE II
                               TRUST INDENTURE ACT

SECTION 2.1       Trust Indenture Act: Application.

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

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

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


                                       7


<PAGE>


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

SECTION 2.2       Lists of Holders of Securities.

      (a) In accordance with Section 312(a) of the Trust Indenture Act, the
Administrative Trustees, on behalf of the Trust, shall provide to the Property
Trustee:

            (i) within 14 days after each [MARCH 15 AND SEPTEMBER 15] of each
      year or such other dates as are set forth in the Terms and Conditions, a
      list, in such form as the Property Trustee may reasonably require, of the
      names and addresses of the Holders of the Securities ("List of Holders")
      as of such date, provided that the Administrative Trustees, on behalf of
      the Trust, shall not be obligated to provide such List of Holders at any
      time that the Property Trustee is the Registrar or the List of Holders
      does not differ from the most recent List of Holders given to the Property
      Trustee by the Administrative Trustees on behalf of the Trust; and

            (ii) at any other time, within 30 days of receipt by the Trust of a
      written request by the Property Trustee for a List of Holders as of a date
      no more than 14 days before such List of Holders is given to the Property
      Trustee. The Property Trustee shall preserve, in as current a form as is
      reasonably practicable, all information contained in the Lists of Holders
      given to it or which it receives in the capacity as Paying Agent or
      Registrar (if acting in such capacity), provided that the Property Trustee
      may destroy any List of Holders previously given to it on receipt of a new
      List of Holders.

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

SECTION 2.3       Reports by the Property Trustee.

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

SECTION 2.4       Periodic Reports to Property Trustee.

      The Administrative Trustees on behalf of the Trust shall provide to the
Property Trustee such documents, reports and information as required by Section
314, if any, and the compliance certificate required by Section 314 of the Trust
Indenture Act in the form, in the manner and at the times required by Section
314 of the Trust Indenture Act.

SECTION 2.5 Evidence of Compliance with Conditions Precedent.

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


                                       8


<PAGE>


SECTION 2.6       Events of Default; Waiver.

      (a) The Holders of a Majority in liquidation amount of Trust Preferred
Securities may, by vote or written consent, on behalf of the Holders of all of
the Trust Preferred Securities, waive any past Event of Default in respect of
the Trust Preferred Securities and its consequences, provided that, if the
corresponding Debenture Event of Default or Other Document Event of Default:

            (i) is not waivable under the Indenture or any Other Document, if
      any, as the case may be, the Event of Default under the Declaration shall
      also not be waivable; or

            (ii) requires the consent or vote of greater than a majority in
      principal amount of the holders of the Debentures or more than a majority
      of other interests in such Other Document, as the case may be (a "Super
      Majority") to be waived under the Indenture or any Other Document, if any,
      as the case may be, the Event of Default under the Declaration may only be
      waived by the vote of the relevant Super Majority in liquidation amount of
      Holders of the Trust Preferred Securities.

The foregoing provisions of this Section 2.6(a) shall be in lieu of Section
316(a)(1)(B) of the Trust Indenture Act and such Section 316(a)(1)(B) of the
Trust Indenture Act is hereby expressly excluded from this Declaration and the
Securities, as permitted by the Trust Indenture Act. Upon such waiver, any such
Debenture Event of Default or Other Document Event of Default shall cease to
exist, and any Event of Default with respect to the Trust Preferred Securities
arising therefrom shall be deemed to have been cured, for every purpose of this
Declaration, but no such waiver shall extend to any subsequent or other default
or an Event of Default with respect to the Trust Preferred Securities or impair
any right consequent thereon. Any waiver by the Holders of the Trust Preferred
Securities of an Event of Default with respect to the Trust Preferred Securities
shall also be deemed to constitute a waiver by the Holders of the Common
Securities of any such Event of Default with respect to the Common Securities
for all purposes of this Declaration without any further act, vote, or consent
of the Holders of the Common Securities.

      The Holders of a Majority in liquidation amount of the Trust Preferred
Securities shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Property Trustee or to
direct the exercise of any trust or power conferred upon the Property Trustee,
including the right to direct the Property Trustee to exercise the remedies
available to it as a holder of the Debentures and any Other Documents; provided,
however, that (subject to the provisions of Section 3.9) the Property Trustee
shall have the right to decline to follow any such direction if the Property
Trustee shall determine that the action so directed would be unjustly
prejudicial to the Holders not taking part in such direction or if the Property
Trustee, in good faith, by its board of directors or trustees, executive
committee, or a trust committee of directors or trustees, and/or Responsible
Officers, shall determine that the action or proceeding so directed would
involve the Property Trustee in personal liability.

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

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


                                       9


<PAGE>


            (ii) requires the consent or vote of a Super Majority to be waived,
      except where the Holders of the Common Securities are deemed to have
      waived such Event of Default under the Declaration as provided below in
      this Section 2.6, the Event of Default under the Declaration may only be
      waived by the vote of the Holders of at least the proportion in
      liquidation amount of the Common Securities that the relevant Super
      Majority represents of the aggregate principal amount of the Debentures
      outstanding;

provided further, each Holder of Common Securities will be deemed to have waived
any such Event of Default and all Events of Default with respect to the Common
Securities and its consequences if all Events of Default with respect to the
Trust Preferred Securities have been cured, waived or otherwise eliminated, and
until such Events of Default have been so cured, waived or otherwise eliminated,
the Property Trustee will be deemed to be acting solely on behalf of the Holders
of the Trust Preferred Securities and only the Holders of the Trust Preferred
Securities will have the right to direct the Property Trustee in accordance with
the terms of the Securities. The foregoing provisions of this Section 2.6(b)
shall be in lieu of Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust
Indenture Act and such Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust
Indenture Act are hereby expressly excluded from this Declaration and the
Securities, as permitted by the Trust Indenture Act. Subject to the foregoing
provisions of this Section 2.6(b), upon such waiver, any such Debenture Event of
Default or Other Document Event of Default shall cease to exist and any Event of
Default with respect to the Common Securities arising therefrom shall be deemed
to have been cured for every purpose of this Declaration, but no such waiver
shall extend to any subsequent or other default or Event of Default with respect
to the Common Securities or impair any right consequent thereon.

      (c) A waiver of a Debenture Event of Default or Other Document Event of
Default by the Property Trustee at the direction of the Holders of the Trust
Preferred Securities constitutes a waiver of the corresponding Event of Default
under this Declaration. Any waiver of a Debenture Event of Default or Other
Document Event of Default by the Property Trustee at the direction of the
Holders of the Trust Preferred Securities shall also be deemed to constitute a
waiver by the Holders of the Common Securities of the corresponding Event of
Default under this Declaration with respect to the Common Securities for all
purposes of this Declaration without further act, vote or consent of the Holders
of the Common Securities. The foregoing provisions of this Section 2.6(c) shall
be in lieu of Section 316(a)(1)(B) of the Trust Indenture Act and such Section
316(a)(1)(B) of the Trust Indenture Act is hereby expressly excluded from this
Declaration and the Securities, as permitted by the Trust Indenture Act.

SECTION 2.7       Event of Default: Notice.

      (a) The Property Trustee shall, within 90 days after a Responsible Officer
of the Property Trustee obtains actual knowledge of the occurrence of a default,
transmit by mail, first class postage prepaid, to the Holders of the Securities,
notices of all defaults known to the Property Trustee, unless such defaults have
been cured or waived before the giving of such notice (the term "defaults" for
the purposes of this Section 2.7(a) being hereby defined to be Debenture Events
of Default and Other Document Events of Default, if any, not including any
periods of grace provided for therein and irrespective of the giving of any
notice provided therein); provided that, except for a default in the payment of
principal of (or premium, if any) or interest on, or in the delivery of any
cash, securities or other property in exchange for or upon conversion or
redemption of or otherwise in accordance with the terms of, any Debenture or
Other Document or the Securities, the Property Trustee shall be protected in
withholding such notice if and so long as a Responsible Officer of the Property
Trustee in good faith determines that the withholding of such notice is in the
interests of the Holders of the Securities.

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


                                      10
<PAGE>


            (i)   a default  under  Sections  [8.01(a)]  and  [8.01(b)] of the
      Indenture; or

            (ii) any failure to deliver any cash, securities or other property
      in exchange for or upon conversion or redemption of or otherwise in
      accordance with the terms of the Debentures or Other Documents or the
      Securities; and

            (iii) any default as to which the Property Trustee shall have
      received written notice or of which a Responsible Officer of the Property
      Trustee shall have actual knowledge.

      (c) The Sponsor and the Administrative Trustee shall file annually within
30 days after [MAY 15] of each year, commencing with the [MAY 15] that first
occurs following the issuance of the Securities, with the Property Trustee in
accordance with Section 314(a)(4) of the Trust Indenture Act a certification as
to whether or not they are in compliance with all the conditions applicable to
them under this Declaration.

                                   ARTICLE III
                                  ORGANIZATION

SECTION 3.1       Name.

      The Trust is named "Dobson Financing Trust" as such name may be modified
from time to time by the Administrative Trustees following prompt written notice
to the Delaware Trustee, the Property Trustee and Holders of Securities. The
Trust's activities may be conducted under the name of the Trust or any other
name deemed advisable by the Administrative Trustees.

SECTION 3.2       Office.

      The address of the principal office of the Trust is c/o Dobson
Communications Corporation, 14201 Wireless Way, Oklahoma City, Oklahoma 73134.
On ten Business Days written notice to the Property Trustee and Holders of
Securities, the Administrative Trustees may designate another principal office.

SECTION 3.3       Purpose.

      The exclusive purposes and functions of the Trust are (a) to issue and
sell Securities and use the gross proceeds from such sale to acquire the
Debentures and any Other Documents specified in the Terms and Conditions, (b) to
enter into or hold each Other Document, if any, to be entered into or held by
the Trust in accordance with the Terms and Conditions and (c) to engage in only
those other activities necessary, or incidental thereto. The Trust shall not
borrow money, issue debt or reinvest proceeds derived from investments, pledge
any of its assets, or otherwise undertake (or permit to be undertaken) any
activity that would cause the Trust not to be classified for United States
federal income tax purposes as a grantor trust.

SECTION 3.4       Authority.

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


                                      11


<PAGE>


SECTION 3.5       Title to Property of the Trust.

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

SECTION 3.6       Powers and Duties of the Administrative Trustees.

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

      (a) to issue and sell the Trust Preferred Securities and the Common
Securities in accordance with this Declaration; provided however, that the Trust
may issue no more than one series of Trust Preferred Securities and no more than
one series of Common Securities, and provided further, that there shall be no
interests in the Trust other than the Securities, and the issuance of Securities
shall be limited to a simultaneous issuance of both Trust Preferred Securities
and Common Securities on each Closing Date;

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

            (i) assist in filing with the Commission any registration statement
      and any prospectus relating to the registration statement on Form S-3 or
      other appropriate form prepared by the Sponsor, including any amendments
      or supplements thereto, pertaining to the Trust Preferred Securities and
      to take any other action relating to the registration and sale of the
      Trust Preferred Securities under federal and state securities laws;

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

            (iii) execute and file an application, prepared by the Sponsor, to a
      national stock exchange or the Nasdaq Stock Market's National market for
      listing or quotation of any Trust Preferred Securities;

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

            (v)   execute  and  enter  into  and   deliver  the   Underwriting
      Agreement providing for the sale of the Trust Preferred Securities;

            (vi) execute and deliver letters, documents or instruments with DTC
      and other Clearing Agencies relating to the Trust Preferred Securities;

            (vii) execute  the Terms and  Conditions  and attach  them to this
      Declaration; and

            (viii) execute, enter into or file any other instrument, agreement,
      certificate or other document negotiated or prepared by the Sponsor or
      behalf of the Trust, including any Other Document to be entered into or
      held by the Trust, and to take such other action, in each case as the
      Administrative Trustees or any of them deem necessary or incidental (and
      not otherwise covered by the power of the other Trustees hereunder or
      under the Securities), in


                                      12


<PAGE>


      connection with the issuance, the sale or the terms of any Securities and
      the investment by the Trust in the Trust Property, including any
      remarketing, auction or similar agreements;

      (c) to acquire the Debentures and any Other Documents with the proceeds of
the sale of the Trust Preferred Securities and the Common Securities; provided,
however, that the Administrative Trustees shall cause legal title to the
Debentures and any Other Documents to be acquired by the Trust on a Closing Date
to be held of record in the name of the Property Trustee for the benefit of the
Trust and the Holders of the Trust Preferred Securities and the Holders of
Common Securities;

      (d) to give the Sponsor and the Property Trustee prompt written notice of
the occurrence of any event that, in accordance with this Declaration, may
require that a notice be sent to Holders, including events that may result in an
Event of Default, or any redemption, conversion or exchange of or deferral of
distributions on the Securities;

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

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

      (g) to bring or defend, pay, collect, compromise, arbitrate, resort to
legal action, or otherwise adjust claims or demands of or against the Trust
("Legal Action"), unless pursuant to Section 3.8(e), the Property Trustee has
the exclusive power to bring such Legal Action;

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

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

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

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

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

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

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


                                      13


<PAGE>


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

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

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

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

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

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

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

      Subject to this Section 3.6, the Administrative Trustees shall have none
of the powers or the authority of the Property Trustee set forth in Section 3.8.
No permissive power or authority available to the Administrative Trustees shall
be construed to be a duty.

      Any expenses incurred by the Administrative Trustees pursuant to this
Section 3.6 shall be reimbursed by the Sponsor.

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

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

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

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

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

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

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

            (vi) 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 provided in this Declaration;


                                      14


<PAGE>


            (vii) take or  consent  to any  action  that  would  result in the
      placement of a lien on any Trust Property;

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

            (ix) other than as provided in this Declaration, (A) direct or
      exercise any remedy, trust or power with respect to the Debentures, or any
      other instrument or agreement constituting Trust Property, (B) waive any
      past default that is not waivable under the Indenture or any Other
      Document, (C) exercise any right to rescind or annul any declaration that
      the principal of or other amounts payable or other property deliverable
      under the Debentures or amounts payable or other property deliverable
      under any Other Document shall be due and payable, or (D) consent to any
      amendment, modification or termination of the Indenture or the Debentures
      or any Other Document, in the case of each of clauses (A) through (D), (x)
      without the approval of a Majority in liquidation amount with respect to
      the Securities or, where a consent under the Indenture or Other Document,
      as the case may be, would require the consent of each holder of Debentures
      or other interests, as the case may be, affected thereby, of each Holder
      of Securities, and (y) unless the Trust shall have received an opinion of
      nationally recognized independent tax counsel to the effect that the Trust
      will not, as a result of such action, fail to be classified as a grantor
      trust for such purposes.

SECTION 3.8       Powers and Duties of the Property Trustee.

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

      (b) The Property Trustee shall not transfer its right, title and interest
in the Trust Property to the Administrative Trustees or to the Delaware Trustee
(if the Property Trustee does not also act as Delaware Trustee) or, except in
accordance with the provisions of this Declaration and the Securities, any other
Person.

      (c)   The Property Trustee shall:

            (i) establish and maintain one or more segregated non-interest
      bearing trust accounts (collectively, the "Property Trustee Account") in
      the name of and under the exclusive control of the Property Trustee on
      behalf of the Trust and the Holders of the Securities and, upon the
      receipt of payments of funds made in respect of the Trust Property held by
      the Property Trustee, deposit such funds into the Property Trustee Account
      and make payments to the Holders of the Trust Preferred Securities and
      Holders of the Common Securities from the Property Trustee Account in
      accordance with the terms of this Declaration and the Securities. Funds in
      the Property Trustee Account shall be held uninvested until disbursed in
      accordance with this Declaration and the Securities. The Property Trustee
      Account shall be one or more accounts maintained with a banking
      institution the rating on whose long-term unsecured indebtedness is rated
      at least "A" or above by a "nationally recognized statistical rating
      organization," as that term is defined for purposes of Rule 436(g)(2)
      under the Securities Act;

            (ii) upon receipt of any Trust Property on each Closing Date and the
      receipt of any property other than funds distributed to the Property
      Trustee in respect of Trust Property held by the Property Trustee, hold
      such other


                                      15


<PAGE>


      property in safe keeping and make distributions of such other property to
      the Holders of the Trust Preferred Securities and the Holders of the
      Common Securities in accordance with the terms of this Declaration and
      the Securities; and

            (iii) engage in such ministerial activities as shall be necessary or
      incidental to hold the Trust Property in accordance with the provisions
      hereof and to effect distributions on and any redemption, repayment,
      conversion or exchange of the Trust Preferred Securities or the Common
      Securities and the distribution of all or any part of the Trust Property
      to Holders in liquidation of the Trust or otherwise, in each case in
      accordance with the terms of this Declaration and the Securities.

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

      (e) Subject to Section 3.9(a), the Property Trustee shall take any Legal
Action which arises out of or in connection with an Event of Default of which a
Responsible Officer of the Property Trustee has actual knowledge or the Property
Trustee's duties and obligations under this Declaration or the Trust Indenture
Act; provided however, that if the Property Trustee fails to enforce its rights
under the Debentures or any Other Document after a Holder of the Trust Preferred
Securities has made a written request, such Holder of Trust Preferred Securities
may, to the fullest extent permitted by applicable law, institute a legal
proceeding against the Debenture Issuer or any obligor under any Other Document,
as the case may be, without first instituting any legal proceeding against the
Property Trustee or any other Person. Notwithstanding the foregoing, if an Event
of Default has occurred and is continuing and such event is attributable to (i)
the failure of the Debenture Issuer to pay interest or principal on the
Debentures on the date such interest or principal is otherwise payable (or in
the case of redemption, on the redemption date) or, if the Debentures are
exchangeable or convertible, the failure of the Debenture Issuer to convert or
exchange the Debentures into or for other property in accordance with the terms
thereof, or (ii) the failure of any obligor under any Other Document to pay or
deliver cash, securities or other property in accordance with the terms of such
Other Document, then, in the case of (i) and (ii), a Holder of Trust Preferred
Securities may directly institute a proceeding for enforcement of payment to
such Holder of the principal of or interest on the Debentures having a principal
amount equal to the aggregate liquidation amount of the Trust Preferred
Securities of such Holder (a "Direct Action") on or after the respective due
date specified in the Debentures. In connection with such Direct Action, the
rights of the Holders of the Common Securities will be subrogated to the rights
of such Holder of Trust Preferred Securities. Except as provided in the
preceding sentences, the Holders of Trust Preferred Securities will not be able
to exercise directly any other remedy available to the holders of the Debentures
or Other Documents.

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

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

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

      (g) The Property Trustee shall have the legal power to exercise all of the
rights, powers and privileges of a holder of Debentures under the Indenture as
beneficiary of or party to any Other Document and, if an Event of Default
actually known to a Responsible Officer of the Property Trustee occurs and is
continuing, the Property Trustee shall, for the benefit of Holders of the
Securities, enforce its


                                      16


<PAGE>


rights as holder of the Debentures and as beneficiary of or party to any Other
Document subject to the rights of the Holders pursuant to the terms of such
Securities and this Declaration.

      (h) The Property Trustee shall be authorized to undertake any actions set
forth in Section 317(a) of the Trust Indenture Act.

      (i) For such time as the Property Trustee is the Paying Agent, the
Property Trustee may authorize one or more Persons to act as additional Paying
Agents and to make distributions, redemption payments or liquidation payments on
behalf of the Trust with respect to all Securities. Any such additional Paying
Agent may be removed by the Property Trustee, at any time, so long as the
Property Trustee remains as Paying Agent and a successor Paying Agent or
additional Paying Agents may be (but are not required to be) appointed at any
time by the Property Trustee.

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

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

SECTION 3.9 Certain Duties and Responsibilities of the Property Trustee.

      (a) The Property Trustee, before the occurrence of any Event of Default
and after the curing or waiver of all Events of Default that may have occurred,
shall undertake to perform only such duties as are specifically set forth in
this Declaration and no implied covenants shall be read into this Declaration
against the Property Trustee. In case an Event of Default has occurred (that has
not been cured or waived pursuant to Section 2.6) of which a Responsible Officer
of the Property Trustee has actual knowledge, the Property Trustee shall
exercise such of the rights and powers vested in it by this Declaration, and use
the same degree of care and skill in their exercise, as a prudent person would
exercise or use under the circumstances in the conduct of his or her own
affairs.

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

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

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

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


                                      17


<PAGE>


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

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

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

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

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

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

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

SECTION 3.10      Certain Rights of Property Trustee.

      (a)   Subject to the provisions of Section 3.9:

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

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


                                      18


<PAGE>


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

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

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

            (vi) the Property Trustee shall be under no obligation to exercise
      any of the rights or powers vested in it by this Declaration at the
      request or direction of any Holder, unless (i) such Holder shall have
      provided to the Property Trustee security and indemnity, reasonably
      satisfactory to the Property Trustee, against the costs, expenses
      (including attorneys' fees and expenses and the expenses of the Property
      Trustee's agents, nominees or custodians) and liabilities that might be
      incurred by it in complying with such request or direction, including such
      reasonable advances as may be requested by the Property Trustee and (ii)
      the Property Trustee has obtained the legal opinions, if any, required by
      the applicable provisions of this Declaration, provided, that, nothing
      contained in this Section 3.10(a)(vi) shall be taken to relieve the
      Property Trustee, upon the occurrence of an Event of Default, of its
      obligation to exercise the rights and powers vested in it by this
      Declaration;

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

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

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


                                      19


<PAGE>


            (x) whenever in the administration of this Declaration the Property
      Trustee shall deem it desirable to receive written instructions with
      respect to enforcing any remedy or right or taking any other action
      hereunder, the Property Trustee (i) may request written instructions from
      the Holders of the Securities which instructions may only be given by the
      Holders of the same proportion in liquidation amount of the Securities as
      would be entitled to direct the Property Trustee under the terms of the
      Securities in respect of such remedy, right or action, (ii) may refrain
      from enforcing such remedy or right or taking such other action until such
      instructions are received, and (iii) shall be protected in conclusively
      relying on or acting in or accordance with such instructions, provided
      that the Property Trustee shall not take any action unless it shall have
      obtained the legal opinions required by the applicable provisions of this
      Declaration;

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

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

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

SECTION 3.11      Delaware Trustee.

      Notwithstanding any other provision of this Declaration other than Section
5.2, the Delaware Trustee shall not be entitled to exercise any powers, nor
shall the Delaware Trustee have any of the duties and responsibilities of the
Trustees (except as required under the Business Trust Act) described in this
Declaration. Except as set forth in Section 5.2, the Delaware Trustee shall be a
Trustee for the sole and limited purpose of fulfilling the requirements of
Section 3807 of the Business Trust Act. In the event that the Delaware Trustee
shall at any time be required to take any action or perform any duty hereunder,
the Delaware Trustee shall be entitled to the benefits of Section 3.9(b)(ii) and
(viii) and Section 3.10. No implied covenants or obligations shall be read into
this Declaration against the Delaware Trustee.

SECTION 3.12      Not Responsible for Recitals or Issuance of Securities.

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

SECTION 3.13      Duration of Trust.

      The Trust, unless terminated pursuant to the provisions of Article VIII
hereof, shall [dissolve on _____________________] [have perpetual existence].


                                      20


<PAGE>

SECTION 3.14      Mergers.

      (a) The Trust may not consolidate, amalgamate, merge or convert 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 Person, except for the
sole purpose of changing its domicile and as described in Section 3.14(b) and
(c).

      (b) Subject to Section 3.14(a), the Trust may at the request of the
Sponsor, with the consent of the Administrative Trustees or, if there are more
than two, a majority of the Administrative Trustees and without the consent of
the Holders of the Securities, the Delaware Trustee or the Property Trustee,
consolidate, amalgamate, merge with or into, or be replaced by a trust organized
as such under the laws of any State; provided that:

            (i) such successor entity (the "Successor Entity") expressly assumes
      all of the obligations of the Trust under any agreement to which the Trust
      is a party and either:

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

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

            (ii)  the   Successor   Entity  has  a  trustee   that   possesses
      substantially the same powers and duties as the Property Trustee;

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

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

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

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

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


                                      21
<PAGE>


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

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

            (vii) the Sponsor, directly or indirectly, owns all of the Successor
      Common Securities and guarantees the obligations of such Successor Entity
      under the Successor Trust Preferred Securities at least to the extent
      provided by the Securities Guarantees; and

            (viii) the Property Trustee has received an Officers' Certificate
      from the Sponsor and an opinion of counsel, each to the effect that all
      conditions precedent to the transaction as set forth in this Declaration
      have been satisfied.

      (c) Notwithstanding Section 3.14(b), the Trust shall not, except with the
consent of Holders of 100% in liquidation amount of the Securities, consolidate,
amalgamate, merge with or into, or be replaced by any other entity or permit any
other entity to consolidate, amalgamate, merge with or into, or replace it if
such consolidation, amalgamation, merger or replacement would cause the Trust or
Successor Entity to be classified as other than a grantor trust for United
States federal income tax purposes.

                                   ARTICLE IV
                                     SPONSOR

SECTION 4.1       Sponsor's Purchase of Common Securities.

      On each 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
Securities of the Trust issued on such Closing Date, at the same time as the
Trust Preferred Securities are sold.

SECTION 4.2       Covenants of the Sponsor.

      For so long as the Trust Preferred Securities remain outstanding, the
Sponsor shall:

            (i) cause the Trust to remain a statutory business trust and not to
      voluntarily dissolve, wind up, liquidate, or terminate, except as
      permitted by this Declaration;

            (ii) use its commercially reasonable efforts to ensure that the
      Trust will not be (A) an Investment Company or (B) classified as other
      than a grantor trust for United States federal income tax purposes.

SECTION 4.3       Rights and Responsibilities of the Sponsor.

      In connection with the issue and sale of the Trust Preferred Securities
and so long as the Securities are outstanding, the Sponsor shall have the right
and responsibility (which shall be exclusive except as otherwise set forth
herein) to engage in the following activities:

      (a)   determine the Terms and Conditions;


                                      22


<PAGE>


      (b) prepare, execute and file on behalf of the Trust with the Commission a
registration statement on Form S-3 or other appropriate form and any prospectus
or prospectus supplement relating to such registration statement in relation to
the Trust Preferred Securities, including any amendments thereof;

      (c) if deemed necessary or advisable by the Sponsor, determine the States
in which to take appropriate action to qualify or register for sale all or part
of the Trust Preferred Securities and to do any and all such acts on behalf of
the Trust, and prepare, execute and file any documents on behalf of the Trust as
the Sponsor deems necessary or advisable in order to comply with the applicable
laws of any such States;

      (d) if deemed necessary or advisable by the Sponsor, prepare, execute and
file on behalf of the Trust an application to any national stock exchange or the
Nasdaq National Market for listing upon notice of issuance of any Trust
Preferred Securities;

      (e) if necessary, prepare, execute and file on behalf of the Trust with
the Commission, a registration statement on Form 8-A relating to the
registration of the Trust Preferred Securities under Section 12(b) or 12(g) of
the Exchange Act, including any amendments thereto; and

      (f) negotiate the Underwriting Agreement and any other instrument or
agreement which, in the opinion of the Sponsor, the Trust should be a party to,
bound by or a beneficiary of, including any remarketing, auction or exchange
agreement.

SECTION 4.4       Right to Proceed.

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

SECTION 4.5       Expenses.

      In connection with the offering, sale and issuance of the Debentures or
Other Documents to the Property Trustee and in connection with the sale of the
Securities by the Trust, the Sponsor shall:

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

      (b) be responsible for and shall pay all debts and obligations (other than
with respect to the Securities) and all costs and expenses of the Trust
(including, but not limited to, costs and expenses relating to the organization,
maintenance and dissolution of the Trust), the offering, sale and issuance of
the Securities (including commissions to the underwriters in connection
therewith), the fees and expenses (including reasonable counsel fees and
expenses) of the Property Trustee, the Delaware Trustee and the Administrative
Trustees (including any amounts payable under Article X of this Declaration),
the costs and expenses relating to the operation of the Trust, including,
without limitation, costs and expenses of accountants, attorneys, statistical or
bookkeeping services, expenses for printing and engraving and computing or
accounting equipment, Paying Agents, Registrars, transfer agents, duplicating,
travel and telephone and other telecommunications expenses and costs and
expenses incurred in connection with the acquisition, financing, and disposition
of Trust assets and the enforcement by the Property Trustee of the rights of the
Holders;

      (c)   be primarily liable for any  indemnification  obligations  arising
under Section 10.4 with respect to this Declaration; and


                                      23


<PAGE>


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

      The Sponsor's obligations under this Section 4.5 shall be for the benefit
of, and shall be enforceable by, any Person to whom such debts, obligations,
costs, expenses and taxes are owed (a "Creditor") whether or not such Creditor
has received notice hereof. Any such Creditor may enforce the Sponsor's
obligations under this Section 4.5 directly against the Sponsor and the Sponsor
irrevocably waives any right or remedy to require that any such Creditor take
any action against the Trust or any other Person before proceeding against the
Sponsor. The Sponsor agrees to execute such additional agreements as may be
necessary or desirable in order to give full effect to the provisions of this
Section 4.5.

                                    ARTICLE V
                                    TRUSTEES

SECTION 5.1       Number of Trustees.

      The number of Trustees initially shall be [FIVE (5)], and:

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

      (b) after the issuance of any Securities, the number of Trustees may be
increased or decreased by vote of the Holders of a Majority in liquidation
amount of the Common Securities; provided however, that the number of Trustees
shall in no event be less than two (2); provided further, that (1) one Trustee
shall meet the requirements of Section 5.2(a) or (b); (2) there shall be at
least one Trustee who is an employee or officer of, or is affiliated with the
Sponsor (an "Administrative Trustee"); and (3) one Trustee shall be the Property
Trustee at such time and for so long as this Declaration is required to qualify
as an indenture under the Trust Indenture Act, and such Trustee may also serve
as Delaware Trustee if it meets the applicable requirements.

SECTION 5.2       Delaware Trustee.

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

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

      (b) if not a natural person, an entity which has its principal place of
business in the State of Delaware, and otherwise meets the requirements of
applicable law; and

      (c)   the Initial Delaware Trustee shall be: __________________________.

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

SECTION 5.3       Property Trustee; Eligibility.

      (a) There shall at all times be one Trustee which shall act as Property
Trustee for so long as this Declaration is required to qualify as an Indenture
under the Trust Indenture Act, which shall:

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


                                      24


<PAGE>


            (ii) be a corporation organized and doing business under the laws of
      the United States of America or any State or Territory thereof or of the
      District of Columbia, or a corporation or Person permitted by the
      Commission to act as an property trustee under the Trust Indenture Act,
      authorized under such laws to exercise corporate trust powers, having a
      combined capital and surplus of at least fifty million U.S. dollars
      ($50,000,000), and subject to supervision or examination by federal,
      state, territorial or District of Columbia authority. If such corporation
      publishes reports of condition at least annually, pursuant to law or to
      the requirements of the supervising or examining authority referred to
      above, then for the purposes of this Section 5.3(a)(ii), the combined
      capital and surplus of such corporation shall be deemed to be its combined
      capital and surplus as set forth in its most recent report of condition so
      published.

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

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

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

      (e)   The initial Property Trustee shall be: __________________

SECTION 5.4       Certain   Qualifications  of  Administrative   Trustees  and
Delaware Trustee Generally.

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

SECTION 5.5       Administrative Trustees.

      (a)   The  initial   Administrative   Trustees  shall  be:  ___________,
__________ and _________.

      (b) Except as expressly set forth in this Declaration and except if a
meeting of the Administrative Trustees is called in accordance with Section 5.9
with respect to any matter over which the Administrative Trustees have power to
act, any power of the Administrative Trustees may be exercised by, or with the
consent of, any one such Administrative Trustee.

      (c) Unless otherwise determined by the Administrative Trustees in
accordance with Section 5.9, and except as otherwise required by the Business
Trust Act or applicable law, any Administrative Trustee is authorized to execute
on behalf of the Trust any documents which the Administrative Trustees have the
power and authority to cause the Trust to execute pursuant to Section 3.6.

SECTION 5.6       Appointment, Removal and Resignation of Trustees.

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


                                      25


<PAGE>


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

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

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

                  (A) the Administrative Trustees, by vote or written consent of
            the Holders of a Majority in liquidation amount of the Common
            Securities acting separately as a class; and

                  (B) the Property Trustee and the Delaware Trustee, by vote or
            by written consent of the Holders of a Majority in liquidation
            amount of the Trust Preferred Securities, acting separately as a
            class.

      (b) (i) The Property Trustee shall not be removed in accordance with
Section 5.6(a) until a Successor Property Trustee has been appointed and has
accepted such appointment by written instrument executed by such Successor
Property Trustee and delivered to the Administrative Trustees, the Delaware
Trustee (if the removed Property Trustee is not also the Delaware Trustee) and
the Sponsor; and

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

      (c) A Trustee appointed to office shall hold office until his successor
shall have been appointed or until his death, bankruptcy, dissolution,
termination, removal or resignation. Any Trustee may resign from office (without
need for prior or subsequent accounting) by an instrument in writing signed by
the Trustee and delivered to the other Trustees, the Sponsor, the Trust and,
after an Event of Default has occurred and is continuing, the Holders of Trust
Preferred Securities, which resignation shall take effect upon such delivery or
upon such later date as is specified therein; provided, however, that:

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

                  (A) until a Successor Property Trustee has been appointed and
            has accepted such appointment by instrument executed by such
            Successor Property Trustee and delivered to the Trust, the Sponsor,
            the Delaware Trustee, the resigning Property Trustee and, after an
            Event of Default has occurred and is continuing, the Holders of
            Trust Preferred Securities; or

                  (B) until the assets of the Trust have been completely
            liquidated and the proceeds thereof distributed to the holders of
            the Securities and the Trust is terminated pursuant to the terms of
            this Declaration and the Securities; and

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


                                      26


<PAGE>


      Successor Delaware Trustee and delivered to the Trust, the
      Sponsor, the resigning Delaware Trustee, the Property Trustee and, after
      an Event of Default has occurred and is continuing, the Holders of the
      Trust Preferred Securities.

      (d) The Holders of the Common Securities or, if an Event of Default has
occurred and is continuing after the issuance of any Securities, the Holders of
Trust Preferred Securities shall use all reasonable efforts to promptly appoint
a Successor Delaware Trustee or Successor Property Trustee as the case may be if
the Property Trustee or the Delaware Trustee delivers an instrument of
resignation in accordance with this Section 5.6.

      (e) If no Successor Property Trustee or Successor Delaware Trustee shall
have been appointed and accepted appointment as provided in this Section 5.6
within 60 days after delivery of an instrument of resignation or removal, the
Property Trustee or Delaware Trustee resigning or being removed, as applicable,
may petition any court of competent jurisdiction for appointment of a Successor
Property Trustee or Successor Delaware Trustee. Such court may thereupon, after
prescribing such notice, if any, as it may deem proper, appoint a Successor
Property Trustee or Successor Delaware Trustee, as the case may be.

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

      (g) At the time of the resignation or removal of the Property Trustee or
the Delaware Trustee, the Sponsor shall pay to such Trustee any amounts that may
be owed to such Trustee pursuant to Section 10.4.

SECTION 5.7       Vacancies among Trustees.

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

SECTION 5.8       Effect of Vacancies.

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

SECTION 5.9       Meetings.

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

                                      27


<PAGE>


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

SECTION 5.10      Delegation of Power.

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

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

SECTION 5.11      Merger, Conversion, Consolidation or Succession to Business.

      Any Person into which the Property Trustee or the Delaware Trustee, as the
case may be, may be merged or converted or with which either may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Property Trustee or the Delaware Trustee, as the case
may be, shall be a party, or any Person succeeding to all or substantially all
the corporate trust business of the Property Trustee or the Delaware Trustee, as
the case may be, shall be the successor of the Property Trustee or the Delaware
Trustee, as the case may be, hereunder, provided such Person shall be otherwise
qualified and eligible under this Article, without the execution or filing of
any paper or any further act on the part of any of the parties hereto; provided
however, that such successor shall promptly notify the Sponsor (except that a
Successor Delaware Trustee shall file an appropriate amendment to the
Certificate of Trust of the Trust, if required by the Business Trust Act).

                                   ARTICLE VI
                                  DISTRIBUTIONS

SECTION 6.1       Distributions.

      If and to the extent that the Trust receives income on any Debenture or
pursuant to any Other Document whether in cash, securities or other property as
proceeds from the redemption, repayment, conversion, exchange, maturity or other
disposition of any Debenture or pursuant to any Other Document (including any
interest or premium on or the principal of the Debentures, any securities or
other property received in exchange or upon conversion of the Debentures, or any
cash, securities or other property received under any Other Document), then,
unless otherwise specified in this Declaration, the Property Trustee shall
distribute such income, cash, securities and other property to the Holders of
the Securities in accordance with the terms of the Securities they hold as set
forth in this Declaration, including the Terms and Conditions. The Property
Trustee shall make the distributions on the Trust Preferred Securities and the
Common Securities in accordance with the relative rights,


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<PAGE>


preferences and privileges that apply to each of those classes of Securities as
set forth in this Declaration, including the Terms and Conditions.

                                   ARTICLE VII
                             ISSUANCE OF SECURITIES

SECTION 7.1       General Provisions Regarding Securities.

      (a) The Administrative Trustee shall, on behalf of the Trust, issue one
class of preferred securities representing undivided beneficial interests in the
assets of the Trust having such terms as are set forth in the Terms and
Conditions (the "Trust Preferred Securities") and one class of common securities
representing undivided beneficial interests in the assets of the Trust having
such terms as are set forth in the Terms and Conditions (the "Common
Securities"). The Trust shall issue no securities or other interests in the
assets of the Trust other than the Trust Preferred Securities and the Common
Securities.

      (b) The terms of the Securities shall be established by the Sponsor and
set forth in the Terms and Conditions. The Terms and Conditions shall be
executed by each of the Administrative Trustees, attached to this Declaration as
Exhibit A and set forth the following to the extent not provided by, or in lieu
or modification of, the other provisions of this Declaration:

      (1)   the  designation  of  the  Trust  Preferred   Securities  and  the
            designation of the Common Securities;

      (2)   any limit upon the number and/or aggregate liquidation amount of the
            Trust Preferred Securities or the Common Securities to be executed
            and delivered under this Declaration (except for Securities
            authenticated and delivered upon registration of transfer of, or in
            exchange for, or in lieu of, other Securities of such class pursuant
            to Section 9.2, 9.7 or 9.8, upon repayment or redemption in part of
            any Security or upon surrender in part of any Security for
            conversion or exchange into other securities pursuant to its terms);

      (3)   the amounts payable out of the assets of the Trust to, and any other
            rights of the Holders upon, the liquidation of the Trust and any
            provisions for the dissolution and liquidation of the Trust,
            including the obligation, if any, of the Sponsor, the Trust or any
            other party to liquidate the Trust and any terms and conditions of
            such liquidation;

      (4)   the date or dates, or the method or methods, if any, by which such
            date or dates shall be determined, on which the liquidation amount
            and premium, if any, of the Securities are distributable;

      (5)   the rate or rates at which income on the Trust Property shall be
            distributed to Holders, or the method or methods, if any, by which
            such rate or rates are to be determined, the date or dates, if any,
            from which such income shall accrue or the method or methods, if
            any, by which such date or dates are to be determined, the date or
            dates, if any, on which such income shall be payable, including any
            deferral provisions, and the record date or dates, if any, for the
            income payable on the Securities on any such income payment date,
            the notice, if any, to Holders regarding the determination of income
            on a floating rate Security and the manner of giving such notice,
            and the basis upon which interest shall be calculated if other than
            that of a 360-day year of twelve 30-day months;

      (6)   whether the Distributions on the Securities will be cumulative and,
            if so, the dates from which and upon which distributions will
            accumulate and be payable;


                                      29


<PAGE>


      (7)   whether, in addition to or other than the Borough of Manhattan, the
            city of New York City, the place or places where the distributions
            on the Securities may be made, the Securities may be surrendered for
            registration of transfer, exchange, redemption, repayment,
            conversion or upon maturity, and notices or demands to or upon the
            Trust in respect of the Securities and this Declaration may be
            served;

      (8)   whether the Trust is obligated or entitled to redeem or purchase any
            of such Securities at its option, pursuant to any sinking fund or
            analogous provision or at the option of any Holder thereof or
            otherwise, and, if so, the date or dates on which, the period or
            periods within which, the price or prices at which and the other
            terms and conditions upon which such Securities shall be redeemed or
            purchased, in whole or in part, pursuant to such obligation, and any
            provisions for the remarketing, auction or other secondary sales of
            Securities so redeemed or purchased;

      (9)   the  denominations  in which the  Securities  shall be issuable if
            other than denominations of $1,000 and any integral multiple;

      (10)  whether the Securities will be convertible into and/or exchangeable
            for other securities or property or both, and if so, the terms and
            conditions upon which the Securities will be so convertible or
            exchangeable;

      (11)  any voting rights granted to the Holders of the Trust Preferred
            Securities or the Common Securities in addition to or in lieu of the
            voting rights set forth elsewhere in this Declaration;

      (12)  if  other  than  U.S.   dollars,   the   currency  in  which  cash
            distributions on the Securities shall be payable;

      (13)  if cash distributions with respect to the Securities are to be
            payable, at the election of the Trust or a Holder thereof or
            otherwise, in a currency other than that in which the Securities are
            stated to be payable, the date or dates on which, the period or
            periods within which, and the other terms and conditions upon which,
            such election may be made, and the time and manner of determining
            the exchange rate between the currency in which the Securities are
            stated to be payable and the currency in which the Securities or any
            of them are to be paid pursuant to such election;

      (14)  whether any distributions may be determined with reference to an
            index, formula or other method or methods (which index, formula or
            method or methods may be based, without limitation, on one or more
            currencies, commodities, equity indices or other indices), and, if
            so, the terms and conditions upon which and the manner in which such
            amounts shall be determined and paid or payable;

      (15)  the title and amount of the Debentures and any Other  Documents to
            be acquired with the proceeds of the sale of the Securities;

      (16)  the  ranking  of the Trust  Preferred  Securities  and the  Common
            Securities; and

      (17)  any other rights, preferences, restrictions, limitations or
            conditions relative to the Trust Preferred Securities or the Common
            Securities permitted by Delaware law and any deletions from or
            modifications or additions to this Declaration, including any Events
            of Default or covenants of any of the parties hereto, in respect of
            the Securities, provided no covenant in this Declaration may be
            modified without the consent of the party giving such covenant.


                                      30


<PAGE>


      (c) The Certificates shall be in the forms prepared by the Sponsor and
signed on behalf of the Trust by one Administrative Trustee. Such signature
shall be the manual or facsimile signature of any present or any future
Administrative Trustee. In case any Administrative Trustee who shall have signed
any of the Securities shall cease to be such Administrative Trustee before the
Certificates so signed shall be delivered by the Trust, such Certificates
nevertheless may be delivered as though the person who signed such Certificates
had not ceased to be such Administrative Trustee; and any Certificate may be
signed on behalf of the Trust by any persons who, at the actual date of
execution of such Certificate, shall be an Administrative Trustee of the Trust,
although at the date of the execution and delivery of the Agreement any such
person was not such an Administrative Trustee. Certificates shall be printed,
lithographed or engraved or may be produced in any other manner as is reasonably
acceptable to the Administrative Trustee, as evidenced by such individual's
execution thereof, and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements as the
Administrative Trustee that signs such Certificates may deem appropriate, or as
may be required to comply with any law or with any rule or regulation of any
stock exchange on which Securities may be listed, or to conform to usage.

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

      Each Trust Preferred Security Certificate shall be dated the date of its
authentication by the Property Trustee. Each Common Security Certificate shall
be dated the date it is executed by an Administrative Trustee.

      Upon a written order of the Trust signed by one Administrative Trustee,
the Property Trustee shall authenticate Trust Preferred Security Certificates,
provided the aggregate liquidation amount or number of the Trust Preferred
Securities shall not exceed the aggregate liquidation amount or number, as the
case may be, of Trust Preferred Securities designated in the Terms and
Conditions, as such liquidation amount or number, as the case may be, may be
reduced by redemptions, repayments, exchanges, conversions or liquidating
distributions.

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

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

      (e) Upon issuance of the Securities as provided in this Declaration, the
Securities so issued shall be deemed to be validly issued, fully paid and,
subject to Section 10.1(b), non-assessable.

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


                                      31
<PAGE>



SECTION 7.2       Paying Agent and Registrar.

      In the event that the Trust Preferred Securities are not in book-entry
only form:

      (a) The Trust shall maintain in the Borough of Manhattan, the city of New
York City, an office or agency where the Trust Preferred Securities may be
presented for payment ("Paying Agent"), and any such Paying Agent shall comply
with Section 317(b) of the Trust Indenture Act. The Administrative Trustees on
behalf of the Trust may appoint the Paying Agent and may appoint one or more
additional paying agents in such other locations as it shall determine. The term
"Paying Agent" includes any additional paying agent. The Administrative Trustees
on behalf of the Trust may change any Paying Agent without prior notice to any
Holder. The Administrative Trustees on behalf of the Trust shall notify the
Property Trustee of the name and address of any Paying Agent not a party to this
Declaration. If the Administrative Trustees on behalf of the Trust fail to
appoint or maintain another entity as Paying Agent, the Property Trustee shall
act as such. The Administrative Trustees on behalf of the Trust or any of its
Affiliates (including the Sponsor) may act as Paying Agent. The Property Trustee
at its Corporate Trust Office shall initially act as Paying Agent for the Trust
Preferred Securities and the Common Securities.

      (b) The Trust shall maintain in the Borough of Manhattan, the city of New
York City, an office or agency where Trust Preferred Securities may be presented
for registration of transfer or exchange ("Registrar"). The Registrar shall keep
a register of the Trust Preferred Securities and of their transfer or exchange.
The Administrative Trustees on behalf of the Trust may appoint the Registrar and
may appoint one or more co-registrars in such other locations as it shall
determine. The term "Registrar" includes any such additional registrar. The
Administrative Trustees on behalf of the Trust may change any Registrar or
co-registrar without prior notice to any Holder. The Administrative Trustees on
behalf of the Trust shall notify the Property Trustee of the name and address of
any Registrar not a party to this Declaration. If the Administrative Trustees on
behalf of the Trust fail to appoint or maintain another entity as Registrar, the
Property Trustee shall act as such. The Trust or any of its Affiliates
(including the Sponsor) may act as Registrar. The Administrative Trustees on
behalf of the Trust shall act as Registrar for the Common Securities.

      (c) Notwithstanding Sections 3.6(b)(vi) and 3.6(l), the Trust initially
appoints the Property Trustee as Registrar for the Trust Preferred Securities
and authorizes it to execute and deliver letters, documents and instruments with
DTC and other Clearing Agencies relating to the Trust Preferred Securities.

                                  ARTICLE VIII
                              TERMINATION OF TRUST

SECTION 8.1       Termination of Trust.

      (a) The Trust shall dissolve and its affairs shall be would up upon the
first of the following to occur:

            (i) (other than in connection with a merger, consolidation or
      similar transaction not prohibited by this Declaration or any Trust
      Property) upon the filing of a certificate of dissolution or its
      equivalent with respect to the Sponsor; or the revocation of the Sponsor's
      charter and the expiration of 90 days after the date of revocation without
      a reinstatement thereof;

            (ii)  upon the entry of a decree of  judicial  dissolution  of the
      Trust;

            (iii) when all the Securities shall have been called for redemption,
      repayment, conversion or exchange and the amounts necessary for
      redemption,


                                       32

<PAGE>

      repayment, conversion or exchange thereof shall have been
      distributed to the Holders in accordance with the terms of this
      Declaration and the Securities;

            (iv) upon the liquidation of the Trust and the distribution to the
      Holders of all amounts they are required to receive in accordance with the
      terms of this Declaration and the Securities;

            (v)   upon the  expiration  of the term of the Trust  provided  in
      Section 3.13 of this Declaration; and

            (vi)  upon the  occurrence  of any other  event  specified  in the
      Terms and Conditions.

      (b) As soon as is practicable after the occurrence of an event referred to
in Section 8.1(a) and upon completion of the winding-up of the Trust, an
Administrative Trustee shall file a certificate of cancellation of the
Certificate of Trust with the Secretary of State of the State of Delaware.

      (c) The provisions of Section 4.4 and Article X shall survive the
termination of the Trust.

                                   ARTICLE IX
                              TRANSFER OF INTERESTS

SECTION 9.1       Transfer of Securities.

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

      (b) Subject to this Article IX and the Terms and Conditions, Trust
Preferred Securities shall be freely transferable.

      (c) Subject to this Article IX, the Sponsor and any Related Party may only
transfer Common Securities to the Sponsor or a Related Party of the Sponsor;
provided that, any such transfer is subject to the condition precedent that the
transferor obtain the written opinion of independent counsel experienced in such
matters that such transfer would not cause more than an insubstantial risk that:

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

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

SECTION 9.2       Transfer or Exchange of Certificates.

      The Registrar shall provide for the registration of Certificates and of
transfers or exchanges of Certificates, which will be effected without charge
but only upon payment (with such indemnity as the Administrative Trustees may
require) in respect of any tax or other government charges that may be
imposed in relation to it. The Trust will not be required to register or
cause to be registered the transfer of its Trust Preferred Securities after
they have been converted, exchanged repaid, redeemed or called for
redemption. Upon surrender for registration of transfer or exchange of any
Certificate at the Corporate Trust Office of the Property Trustee, the
applicable Registrar shall cause one or more new Certificates to be issued in
the name of the designated transferee or transferees or the party requesting
the exchange, as the case may be. Every Certificate surrendered for
registration of transfer or

                                       33
<PAGE>


exchange shall be accompanied by a written instrument of transfer or exchange
in form satisfactory to the applicable Registrar and duly executed by the
Holder or such Holder's attorney duly authorized in writing. Every
Certificate surrendered for registration of transfer or exchange shall be
cancelled by the applicable Registrar. A transferee of a Certificate and the
recipient of one or more Certificates issued in exchange for cancelled
Certificates shall be entitled to the rights and subject to the obligations
of a Holder hereunder upon the receipt by such transferee or recipient of a
Certificate or Certificates duly executed by an Administrative Trustee and,
in the case of a Trust Preferred Security Certificate, authenticated by the
Property Trustee. By acceptance of a Certificate, each transferee shall be
deemed to have agreed to be bound by this Declaration.

SECTION 9.3       Deemed Security Holders.

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

SECTION 9.4       Book Entry Interests.

      Unless otherwise specified in the Terms and Conditions, the Trust
Preferred Securities Certificates, on original issuance, shall be issued in the
form of one or more, fully registered, global Trust Preferred Security
Certificates (each a "Global Certificate"), to be delivered to DTC, the initial
Clearing Agency, by, or on behalf of, the Trust. Each such Global Certificate
shall initially be registered on the books and records of the Trust in the name
of Cede & Co., the nominee of DTC, and no Trust Preferred Security Beneficial
Owner will receive a definitive Trust Preferred Security Certificate
representing such Trust Preferred Security Beneficial Owner's interests in any
Global Certificate, except as provided in Section 9.7. Except for the definitive
Trust Preferred Security Certificates issued to the Trust Preferred Security
Beneficial Owners pursuant to Section 9.7 or in accordance with the Terms and
Conditions:

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

      (b) the Trust, the Trustees and any Agent shall be entitled to deal with
the Clearing Agency for all purposes of this Declaration (including the payment
of distributions on any Global Certificate and receiving approvals, votes or
consents hereunder) as the Holder of the Trust Preferred Securities and the sole
holder of any Global Certificate and shall have no obligation to the Trust
Preferred Security Beneficial Owners;

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

      (d) the rights of the Trust Preferred Security Beneficial Owners shall be
exercised only through the Clearing Agency and shall be limited to those
established by law and agreements between the Trust Preferred Security
Beneficial Owners and the Clearing Agency and/or the Clearing Agency
Participants to receive and transmit payments and other distributions on the
Global Certificates to such Clearing Agency Participates. DTC will make book
entry transfers among the Clearing Agency Participants; provided, that, solely
for the purposes of determining whether the Holders of the requisite amount of
Trust Preferred Securities have voted on any matter provided for in this
Declaration, the Trustees may conclusively rely on, and shall be protected in
relying on, any written instrument (including a proxy) delivered to the



                                       34
<PAGE>

Trustees by the Clearing Agency setting forth the Trust Preferred Security
Beneficial Owners' votes or assigning the right to vote on any matter to any
other Persons either in whole or in part.

SECTION 9.5       Notices to Clearing Agency.

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

SECTION 9.6       Appointment of Successor Clearing Agency.

      If any Clearing Agency elects to discontinue its services as securities
depositary with respect to the Trust Preferred Securities, the Administrative
Trustees may, in their sole discretion, appoint a successor Clearing Agency with
respect to such Trust Preferred Securities.

SECTION 9.7       Definitive Trust Preferred Security Certificate.

      If:

      (a) a Clearing Agency elects to discontinue its services as securities
depositary with respect to the Trust Preferred Securities and a successor
Clearing Agency is not appointed within 90 days after such discontinuance
pursuant to Section 9.6; or

      (b) the Administrative Trustees elect after consultation with the Sponsor
to terminate the book entry system through the Clearing Agency with respect to
the Trust Preferred Securities,

      then:

      (c) definitive fully registered Trust Preferred Security Certificates
shall be prepared and executed by the Administrative Trustees and authenticated
by the Property Trustee on behalf of the Trust with respect to such Trust
Preferred Securities; and

      (d) upon surrender of the Global Certificates by the Clearing Agency,
accompanied by registration instructions, the Administrative Trustees shall
cause definitive fully registered Trust Preferred Securities Certificates to be
executed, and the Property Trustee shall cause such Trust Preferred Securities
Certificates to be authenticated and delivered to Trust Preferred Security
Beneficial Owners in accordance with the instructions of the Clearing Agency.
Neither the Trustees nor the Trust shall be liable for any delay in delivery of
such instructions and each of them may conclusively rely on and shall be
protected in relying on, said instructions of the Clearing Agency. The
definitive fully registered Trust Preferred Security Certificates shall be
printed, lithographed or engraved or may be produced in any other manner as is
reasonably acceptable to the Administrative Trustees, as evidenced by their
execution thereof, and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements as the
Administrative Trustees may deem appropriate, or as may be required to comply
with any law or with any rule or regulation made pursuant thereto or with any
rule or regulation of any stock exchange on which Trust Preferred Securities may
be listed, or to conform to usage.



                                       35
<PAGE>


SECTION 9.8       Mutilated, Destroyed, Lost or Stolen Certificates.

      If:

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

      (b) there shall be delivered to the Property Trustee and the
Administrative Trustees such security or indemnity as may be required by them to
keep each of the Trustees and the Trust harmless,

      then:

in the absence of notice that such Certificate shall have been acquire by a bona
fide purchaser, any Administrative Trustee on behalf of the Trust shall execute
and deliver and, in the case of a Trust Preferred Securities Certificate, the
Property Trustee shall authenticate, in exchange for, or in lieu of, any such
mutilated, destroyed, lost or stolen Certificate, a new Certificate of like
denomination. In connection with the issuance of any new Certificate under this
Section 9.8, the Property Trustee and the Administrative Trustees may require
the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection therewith. Any duplicate Certificate issued
pursuant to this Section shall constitute conclusive evidence of an ownership
interest in the relevant Securities, as if originally issued, whether or not the
lost, stolen or destroyed Certificate shall be found at any time.

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

SECTION 10.1    Liability.

      (a) Except as expressly set forth in this Declaration, the Debentures, any
other instrument or agreement, the Securities Guarantees 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; or

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

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

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

SECTION 10.2    Exculpation.

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



                                   36
<PAGE>

any such loss, damage or claim incurred by reason of such Indemnified
Person's gross negligence (or, in the case of the Property Trustee,
negligence), bad faith or willful misconduct with respect to such acts or
omissions.

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

SECTION 10.3      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 Property Trustee under the Trust Indenture Act), are
agreed by the parties hereto to replace such other duties and liabilities of
such Indemnified Person.

      (b)   Unless otherwise expressly provided herein:

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

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

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

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

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



                                       37
<PAGE>

SECTION 10.4      Indemnification.

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

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

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

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


                                       38
<PAGE>

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

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

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

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

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

      (b) To the fullest extent permitted by law, the Sponsor agrees to
indemnify each Fiduciary Indemnified Person for, and to hold each Fiduciary
Indemnified Person harmless against, any loss, liability or expense to the
extent incurred without gross negligence (or in the case of the Property
Trustee, pursuant to Section 3.9, negligence), bad faith or willful misconduct
on its part, arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder, including the costs and
expenses (including reasonable legal fees and expenses) of defending itself
against or investigating any claim or liability in connection with the exercise
or performance of any of its powers or duties hereunder. The provisions of this
Section 10.4(b) shall survive the satisfaction and discharge of this Declaration
and any resignation or removal of the Property Trustee or the Delaware Trustee,
as the case may be.


                                       39

<PAGE>

SECTION 10.5      Outside Business.

      Any Covered Person, the Sponsor, the Delaware Trustee and the Property
Trustee (subject to Section 5.3(c)) may engage in or possess an interest in
other business ventures of any nature or description, independently or with
others, similar or dissimilar to the business of the Trust, and the Trust and
the Holders 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. No Covered Person, the Sponsor,
the Delaware Trustee, or the Property Trustee shall be obligated to present any
particular investment or other opportunity to the Trust even if such opportunity
is of a character that, if presented to the Trust, could be taken by the Trust,
and any Covered Person, the Sponsor, the Delaware Trustee and the Property
Trustee shall have the right to take for its own account (individually or as a
partner or fiduciary) or to recommend to others any such particular investment
or other opportunity. Any Covered Person, the Delaware Trustee and the Property
Trustee may engage or be interested in any financial or other transaction with
the Sponsor or any Affiliate of the Sponsor, or may act as depositary for,
trustee or agent for, or act on any committee or body of holders of, securities
or other obligations of the Sponsor of its Affiliates.

SECTION 10.6      Trustee's Fees and Expenses.

      Each Trustee shall receive as compensation for its services hereunder such
fees and expenses as have been separately agreed upon before the date hereof
between the Sponsor and such Trustee, and each Trustee shall be entitled to be
reimbursed by the Sponsor for other reasonable expenses hereunder, including the
reasonable compensation, expenses and disbursements of such agents,
representatives, experts and counsel as such Trustee may employ in connection
with the exercise and performance of its rights and duties hereunder.

                                   ARTICLE XI
                                   ACCOUNTING

SECTION 11.1      Fiscal Year.

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

SECTION 11.2      Certain Accounting Matters.

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

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


                                       40
<PAGE>


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

SECTION 11.3      Banking.

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

SECTION 11.4      Withholding.

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

                                   ARTICLE XII
                             AMENDMENTS AND MEETINGS

SECTION 12.1      Amendments.

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

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

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

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

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

            (i) unless, in the case of any proposed amendment, the Property
      Trustee shall have first received an Officers' Certificate from each of
      the


                                       41
<PAGE>


      Trust and the Sponsor that such amendment is permitted by, and
      conforms to, the terms of this Declaration (including the terms of the
      Securities);

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

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

                  (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

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

                  (A) cause the trust to fail to continue 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
            Property Trustee in contravention of the Trust Indenture Act; or

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

      (c) after the Trust has issued any Securities that remain outstanding,
without the consent of the Holders of a Majority in liquidation amount of each
class of Securities affected, this Declaration may not be amended for any reason
in a manner that would adversely affect the rights, privileges or preferences of
such class of Securities, provided that, except as may be provided in the Terms
and Conditions, without the consent of each Holder of Securities affected
thereby, this Declaration may not be amended to:

            (i) change the Distribution rate, or manner of calculation of the
      Distribution rate, amount, timing or currency or otherwise adversely
      affect the method of any required payment;

            (ii)  change the purpose of the Trust;

            (iii) authorize   the  issuance  of  any   additional   beneficial
      interests of the Trust;

            (iv)  change the  conversion,  exchange,  redemption  or repayment
      provisions, if any;

            (v) change the conditions precedent for the Sponsor to elect to
      dissolve the Trust and distribute the debt securities held by the Trust to
      the Holders of the Trust Securities, if applicable;

            (vi) change the liquidation, distribution or other provisions
      relating to the distribution of amounts payable upon the dissolution and
      liquidation of the Trust;

            (vii) affect  the  limited  liability  of any  Holder of the Trust
      Securities; or

            (viii) restrict the right of a Holder of the Trust Securities to
      institute suit for the enforcement of any required payment on or, if



                                       42
<PAGE>




      applicable, after the due date therefor or for the conversion or exchange
      of the Securities in accordance with their terms;

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

      (e)   Article  IV  shall  not be  amended  without  the  consent  of the
Sponsor;

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

      (g) notwithstanding Section 12.1(c), this Declaration may be amended by
the Trustees and the Sponsor without the consent of the Holders of the
Securities that are outstanding to:

            (i)   cure any ambiguity;

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

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

            (iv) conform to any change in the Investment Company Act or the
      Trust Indenture Act or the rules and regulations promulgated thereunder or
      any written change in interpretation or application of such act or such
      rules or regulations by any legislative body, court, government agency or
      regulatory authority; or

            (v)   cause the Trust to  continue  to be  classified  for  United
      States federal income tax purposes as a grantor trust,

provided, however, that, in the case of clauses (i) or (ii), such action shall
not adversely affect in any material respect the interests of the Holders.

      Any amendments to this Declaration adopted pursuant to Section 12.1(g)
shall become effective when notice thereof is given to the Holders.

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

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

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


                                       43

<PAGE>


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

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

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

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

                                  ARTICLE XIII
           REPRESENTATIONS OF PROPERTY TRUSTEE AND DELAWARE TRUSTEE

SECTION 13.1      Representations and Warranties of Property Trustee.

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

      (a) the Property Trustee is a banking corporation, a national banking
association or a bank with trust powers, duly organized, validly existing and in
good standing under the laws of the United States of America or any State of the
United


                                       44

<PAGE>



States, with trust power and authority to execute and deliver, and to carry
out and perform its obligations under the terms of, the Declaration;

      (b)   the  Property  Trustee  satisfies  the  requirements  set forth in
Section 5.3(a);

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

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

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

SECTION 13.2      Representations and Warranties of Delaware Trustee.

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

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

      (b) the Delaware Trustee has been authorized to perform its obligations
under the Certificate of Trust and the Declaration. The Declaration under
Delaware law constitutes a legal, valid and binding obligation of the Delaware
Trustee, enforceable against it in accordance with its terms, subject to
applicable bankruptcy, reorganization, moratorium, insolvency, and other similar
laws affecting creditors' rights generally and to general principles of equity
and the discretion of the court (regardless of whether the enforcement of such
remedies is considered in a proceeding in equity or at law);

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

      (d) the execution, delivery and performance of the Agreement by the
Delaware Trustee does not conflict with or constitute a breach of the charter or
by-laws of the Delaware Trustee; and

      (e) the Delaware Trustee is a natural person who is a resident of the
State of Delaware or, if not a natural person, an entity which has its principal
place of business in the State of Delaware.


                                       45

<PAGE>


                                   ARTICLE XIV
                                  MISCELLANEOUS

SECTION 14.1      Notices.

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

      (a) If given to the Trust, in care of the Administrative Trustees 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):

      Dobson Financing Trust
      c/o Dobson Communications Corporation
      14201 Wireless Way
      Oklahoma City, Oklahoma 73134
      Attention:________________________

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

      __________________________
      __________________________
      __________________________
      __________________________
      Attention: _______________

      (c) If given to the Property Trustee, at its Corporate Trust Office to the
attention of Corporate Trust Trustee Administration (or such other address as
the Property Trustee may give notice of to the Holders of the Securities).

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

      Dobson Communications Corporation
      14201 Wireless Way
      Oklahoma City, Oklahoma 73134
      Attention: ________________________

      (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 14.2      Governing Law.

      This Declaration and the rights of the parties hereunder shall be governed
by and interpreted in accordance with the laws of the State of Delaware and all
rights and remedies shall be governed by such laws without regard to principles
of conflict of laws.


                                       46

<PAGE>


SECTION 14.3      Intention of the Parties.

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

SECTION 14.4      Headings.

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

SECTION 14.5      Successors and Assigns.

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

SECTION 14.6      Partial Enforceability.

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

SECTION 14.7      Entire Agreement.

      This Declaration constitutes the entire agreement among the parties. It
supersedes any prior agreement or understandings among them, and it may not be
modified or amended in any manner other than as set forth herein.

SECTION 14.8      Remedies.

      The failure of any party to seek redress for violation of, or to insist
upon the strict performance of, any provision of this Declaration shall not
prevent a subsequent act, which would have originally constituted a violation,
from having the effect of an original violation. The rights and remedies
provided by this Declaration are cumulative and the use of any one right or
remedy by any party shall not preclude or waive its right to use any other
rights the parties may have by law, statute, ordinance or otherwise.

SECTION 14.9      Counterparts.

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

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


                                   _____________________________________________
                                   _____________, as Administrative Trustee


                                       47

<PAGE>




                                   _____________________________________________
                                   _____________, as Administrative Trustee


                                   _____________________________________________
                                   _____________, as Administrative Trustee


                              ________________ as Delaware Trustee

                              By:
                                   _____________________________________________
                                     Name:
                                     Title:

                                   _____________________ as Property Trustee
                              By:
                                   _____________________________________________
                                     Name:

                                     Title:

                                   DOBSON   COMMUNICATIONS    CORPORATION,   as
                                   Sponsor
                              By:
                                   _____________________________________________
                                     Name:

                                     Title:


                                       48