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


                  AMENDED AND RESTATED DECLARATION OF TRUST

                             ORION CAPITAL TRUST II

                          DATED AS OF FEBRUARY 5, 1998

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




<PAGE>


                                TABLE OF CONTENTS

                                                                            PAGE

ARTICLE I  INTERPRETATION AND DEFINITIONS....................................1

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

ARTICLE II  TRUST INDENTURE ACT..............................................9

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

ARTICLE III  ORGANIZATION...................................................12

   SECTION 3.1 Name.........................................................12
   SECTION 3.2 Office.......................................................13
   SECTION 3.3 Purpose......................................................13
   SECTION 3.4 Authority....................................................13
   SECTION 3.5 Title to Property of the Trust...............................13
   SECTION 3.6 Powers and Duties of the Administrative Trustees.............13
   SECTION 3.7 Prohibition of Actions by the Trust and the
                 Trustees...................................................16
   SECTION 3.8 Powers and Duties of the Property Trustee....................17
   SECTION 3.9 Certain Duties and Responsibilities of the
                 Property Trustee...........................................19
   SECTION 3.10 Certain Rights of Property Trustee..........................21
   SECTION 3.11 Delaware Trustee............................................23
   SECTION 3.12 Not Responsible for Recitals or Issuance of
                  Securities................................................23
   SECTION 3.13 Duration of Trust...........................................24
   SECTION 3.14 Mergers.....................................................24

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

   SECTION 4.1 Sponsor's Purchase of Common Securities......................25
   SECTION 4.2 Responsibilities of the Sponsor..............................25
   SECTION 5.1 Right to Proceed.............................................26

ARTICLE V  TRUSTEES.........................................................26

   SECTION 5.1 Number of Trustees; Appointment of Co-Trustee................26
   SECTION 5.2 Delaware Trustee.............................................27
   SECTION 5.3 Property Trustee; Eligibility................................27
   SECTION 5.4 Certain Qualifications of Administrative Trustees
                 and Delaware Trustee Generally.............................28
   SECTION 5.5 Administrative Trustees......................................28
   SECTION 5.6 Delaware Trustee.............................................29
   SECTION 5.7 Appointment, Removal and Resignation of Trustees.............29
   SECTION 5.8 Vacancies among Trustees.....................................31
   SECTION 5.9 Effect of Vacancies..........................................31
   SECTION 5.10 Meetings....................................................31
   SECTION 5.11 Delegation of Power.........................................31
   SECTION 5.12 Merger, Conversion, Consolidation or Succession
                  to Business...............................................32
   SECTION 5.13 Undertaking for Costs.......................................32

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

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

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

   SECTION 7.1 General Provisions Regarding Securities......................33
   SECTION 7.2 Execution and Authentication.................................33
   SECTION 7.3 Form and Dating..............................................34
   SECTION 7.4 Registrar and Paying Agent...................................36
   SECTION 7.5 Paying Agent to Hold Money in Trust..........................36
   SECTION 7.6 Replacement Securities.......................................37
   SECTION 7.7 Outstanding Capital Securities...............................37
   SECTION 7.8 Capital Securities in Treasury...............................37
   SECTION 7.9 Temporary Securities.........................................38
   SECTION 7.10 Cancellation................................................39
   SECTION 7.11 CUSIP Numbers...............................................39

ARTICLE VIII  DISSOLUTION OF TRUST..........................................39

   SECTION 8.1 Dissolution of Trust.........................................39

ARTICLE IX  TRANSFER OF INTERESTS...........................................40

   SECTION 9.1 Transfer of Securities.......................................40
   SECTION 9.2 Transfer Procedures and Restrictions.........................41
   SECTION 9.3 Deemed Security Holders......................................50
   SECTION 9.4 Book Entry Interests.........................................50
   SECTION 9.5 Notices to Clearing Agency...................................50
   SECTION 9.6 Appointment of Successor Clearing Agency.....................51

ARTICLE X  LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES,
              TRUSTEES OR OTHERS............................................51

   SECTION 10.1 Liability...................................................51
   SECTION 10.2 Exculpation.................................................51
   SECTION 10.3 Fiduciary Duty..............................................52
   SECTION 10.4 Indemnification.............................................53
   SECTION 10.5 Outside Businesses..........................................56

ARTICLE XI  ACCOUNTING......................................................57

   SECTION 11.1 Fiscal Year.................................................57
   SECTION 11.2 Certain Accounting Matters..................................57
   SECTION 11.3 Banking.....................................................57
   SECTION 11.4 Withholding.................................................58

ARTICLE XII  AMENDMENTS AND MEETINGS........................................58

   SECTION 12.1 Amendments..................................................58
   SECTION 12.2 Meetings of the Holders of Securities; Action by
                 Written Consent............................................60

ARTICLE XIII  REPRESENTATIONS OF PROPERTY TRUSTEE AND DELAWARE
              TRUSTEE.......................................................61

   SECTION 13.1 Representations and Warranties of Property
                 Trustee....................................................61
   SECTION 13.2 Representations and Warranties of Delaware
                 Trustee....................................................62

ARTICLE XIV  REGISTRATION RIGHTS............................................63

   SECTION 14.1 Registration Rights Agreement; Additional
                 Interest...................................................63

ARTICLE XV  MISCELLANEOUS...................................................65

   SECTION 15.1 Notices.....................................................65
   SECTION 15.2 Governing Law...............................................66
   SECTION 15.3 Intention of the Parties....................................66
   SECTION 15.4 Headings....................................................66
   SECTION 15.5 Successors and Assigns......................................66
   SECTION 15.6 Partial Enforceability......................................67
   SECTION 15.7 Counterparts................................................67



<PAGE>


                             CROSS-REFERENCE TABLE*


    SECTION OF
TRUST INDENTURE ACT                                   SECTION OF
OF 1939, AS AMENDED                                   DECLARATION


310(a)                                                5.3(a)
310(c)                                                Inapplicable
311(c)                                                Inapplicable
312(a)                                                2.2(a)
312(b)                                                2.2(b)
313                                                   2.3
314(a)                                                2.4
314(b)                                                Inapplicable
314(c)                                                2.5
314(d)                                                Inapplicable
314(f)                                                Inapplicable
315(a)                                                3.9(b)
315(c)                                                3.9(a)
315(d)                                                3.9(a)
316(a)                                                Annex I
316(c)                                                3.6(a)

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

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



<PAGE>



                  AMENDED AND RESTATED DECLARATION OF TRUST
                                       OF
                             ORION CAPITAL TRUST II

                                February 5, 1998

            AMENDED AND RESTATED DECLARATION OF TRUST  ("Declaration") dated and
effective  as of February 5, 1998,  by the  Trustees  (as defined  herein),  the
Sponsor (as defined herein) and by the Holders (as defined herein), from time to
time, of undivided  beneficial  interests in the Trust to be issued  pursuant to
this Declaration.

            WHEREAS,  the  Delaware  Trustee and the Sponsor  established  Orion
Capital  Trust II (the  "Trust"),  a statutory  business  trust formed under the
Business Trust Act (as defined herein)  pursuant to a Declaration of Trust dated
as of February 2, 1998 (the "Original Declaration"),  and a Certificate of Trust
filed with the  Secretary  of State of the State of Delaware on February 2, 1998
for the sole  purpose of issuing and  selling  certain  securities  representing
undivided  beneficial  interests  in the assets of the Trust and  investing  the
proceeds  thereof  in  certain  Debentures  of the  Debenture  Issuer  (each  as
hereinafter defined);

            WHEREAS,  as of the date hereof, no interests in the Trust 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  fully amend and restate the Original Trust Agreement so as to
constitute the governing instrument of such business trust, the Trustees declare
that all assets  contributed  to the Trust will be held in trust for the benefit
of the holders,  from time to time,  of the  securities  representing  undivided
beneficial interests in the assets of the Trust issued hereunder, subject to the
provisions of this Declaration.


                                    ARTICLE I

                         INTERPRETATION AND DEFINITIONS


SECTION 1.1    DEFINITIONS.

            Unless the context otherwise requires:

            (a)  Capitalized  terms used in this  Declaration but not defined in
the preamble above or elsewhere herein 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  (including  Annex I hereto and Exhibit A hereto) as modified,
supplemented or amended from time to time;

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

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

            (f) a term defined in the Indenture (as defined  below) has the same
meaning  when  used  in  this  Declaration  unless  otherwise  defined  in  this
Declaration or the context otherwise requires; and

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

            "ADDITIONAL INTEREST" means the additional interest referred to
in Article XIV.

            "ADMINISTRATIVE TRUSTEE" has the meaning set forth in Section 5.1.

            "AFFILIATE" shall mean, with respect to a specified Person,  (a) any
Person directly or indirectly  owning,  controlling or holding the power to vote
20% or more of the outstanding voting securities or other ownership interests of
the specified  Person,  (b) any Person 20% or more of whose  outstanding  voting
securities  or other  ownership  interests  are  directly or  indirectly  owned,
controlled  or held with power to vote by the specified  Person,  (c) any Person
directly or indirectly controlling,  controlled by, or under common control with
the specified  Person,  and (d) a partnership in which the specified Person is a
general partner;  provided,  however,  that Intercargo  Corporation shall not be
deemed to be an Affiliate of the Company or Orion Capital Trust II.

            "AGENT" means any Paying Agent or Registrar.

            "AUTHORIZED  OFFICER"  of a Person  means any other  Person  that is
authorized to legally bind such former 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 or a Sunday or a
day on  which  banking  institutions  in The  City of New  York,  New  York  are
authorized or required by law or executive order to close.

            "BUSINESS  TRUST ACT" means  Chapter 38 of Title 12 of the  Delaware
Code,  12 Del.  Code ss. 3801 et seq., as it may be amended from time to time or
any successor legislation.

            "CAPITAL  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).

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

            "CAPITAL  SECURITIES  GUARANTEE" means the guarantee agreement dated
as of February 5, 1998 of the Sponsor in respect of the Capital Securities.

            "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 Capital 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 Capital 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.

            "CLOSING TIME" means the "Closing Time" under the Purchase
Agreement.

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

            "COMMISSION"   means  the  United  States  Securities  and  Exchange
Commission as from time to time constituted,  or if any time after the execution
of this  Declaration  such  Commission is not existing and performing the duties
now  assigned to it under  applicable  Federal  securities  laws,  then the body
performing such duties at such time.

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

            "COMMON SECURITIES GUARANTEE" means the guarantee agreement dated as
of February 5, 1998 of the Sponsor in respect of the Common Securities.

            "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  Agreement  is located at The Bank of New York,  101  Barclay
Street, Floor 21W, New York, New York 10286.

            "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 Holders of Securities.

            "DEBENTURE  ISSUER"  means  Orion  Capital  Corporation,  a Delaware
corporation,   or  any  successor  entity  resulting  from  any   consolidation,
amalgamation, merger or other business combination, in its capacity as issuer of
the Debentures under the Indenture.

            "DEBENTURE  TRUSTEE"  means The Bank of New York, a New York banking
corporation,  as trustee  under the  Indenture  until a successor  is  appointed
thereunder, and thereafter means such successor trustee.

            "DEBENTURES"  means  the  7.701%  Junior   Subordinated   Deferrable
Interest  Debentures due April 15, 2028 of the Debenture  Issuer issued pursuant
to the  Indenture  (including,  as  applicable,  those  Debentures  issued  upon
consummation of the Exchange Offer).

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

            "DEFINITIVE CAPITAL SECURITIES" has the meaning set forth in
Section 7.3(c).

            "DELAWARE TRUSTEE" has the meaning set forth in Section 5.2.

            "DIRECT ACTION" has the meaning set forth in Section 3.8(e).

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

            "DTC" means The Depository Trust Company, the initial Clearing
Agency.

            "EVENT OF  DEFAULT" in respect of the  Securities  means an Event of
Default (as defined in the  Indenture)  that has occurred and is  continuing  in
respect of the Debentures.

            "EXCHANGE  OFFER" means the exchange  offer  (including  any private
exchange  offer)  contemplated  in  Section  2(a)  of  the  Registration  Rights
Agreement.

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

            "EXCHANGE AGENT" has the meaning set forth in Section 7.4(a).

            "EXCHANGE  CAPITAL  SECURITIES" has the meaning set forth in Section
7.1(a).
            "EXCHANGE  DEBENTURES" means the Debentures issued upon consummation
of the Exchange Offer.

            "FIDUCIARY  INDEMNIFIED PERSON" has the meaning set forth in Section
10.4(b).

            "GLOBAL  CAPITAL  SECURITIES"  means the Regulation S Global Capital
Securities,  the Rule 144A Global Capital Securities and the Unrestricted Global
Capital Securities.
            "GLOBAL  CERTIFICATES"  means  certificates  for Capital  Securities
registered in the name of a Clearing Agency or its nominee.

            "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, dated as of February 5, 1998, among
the Debenture Issuer and the Debenture Trustee, as amended from time to time.

            "INITIAL  CAPITAL   SECURITIES"  means  7.701%  Capital   Securities
(liquidation  amount  $1,000 per  Security)  of the Trust  issued at the Closing
Time.

            "INITIAL  DEBENTURES"  means the  Debentures  as  authenticated  and
issued under the Indenture at the Closing Time.

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

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

            "ISSUE DATE" shall have the meaning set forth in Section 14.1.

            "LEGAL ACTION" has the meaning set forth in Section 3.6(a)(vii).

            "LIKE AMOUNT" has the meaning set forth in Annex I.

            "LIQUIDATION  AMOUNT" with respect to any Security  means the amount
designated as such with respect thereto in Annex I hereto.

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

            "OFFERING MEMORANDUM" has the meaning set forth in Section
3.6(a)(ii)(A).

            "OFFICERS'  CERTIFICATE"  means,  with  respect  to  any  Person,  a
certificate  signed  by the  Chairman,  a Vice  Chairman,  the  Chief  Executive
Officer, the President, a Vice President (however designated),  or the Secretary
or an Assistant  Secretary of such Person. Any Officers'  Certificate  delivered
with respect to  compliance  with a condition  or covenant  provided for in this
Declaration shall include:

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

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

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

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

            "OPINION OF COUNSEL" means a written opinion of counsel,  who may be
an employee of the Sponsor, and who shall be acceptable to the Property Trustee.

            "PARTICIPANTS" has the meaning set forth in Section 7.3(b).

            "PAYING AGENT" has the meaning specified in Section 7.4.

            "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.

            "PROPERTY TRUSTEE" has the meaning set forth in Section 5.3(a).

            "PROPERTY  TRUSTEE  ACCOUNT"  has the  meaning  set forth in Section
3.8(c).

            "PURCHASE  AGREEMENT"  means the Purchase  Agreement for the initial
offering and sale of Capital Securities.

            "QIBS" means qualified institutional buyers as defined in Rule 144A.

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

            "REGISTRAR" has the meaning set forth in Section 7.4.

            "REGISTRATION   RIGHTS  AGREEMENT"  means  the  Registration  Rights
Agreement, dated as of February 5, 1998, by and among Orion Capital Corporation,
the Trust and the Initial Purchasers, as such agreement may be amended, modified
or supplemented from time to time.

            "REGISTRATION  STATEMENT"  has the meaning given to such term in the
Securities Act, and the regulations promulgated thereunder.

            "REGULATION S" means  Regulation S under the Securities Act, as such
regulation  may be amended from time to time,  or any similar rule or regulation
hereafter adopted by the Commission.

            "REGULATION S GLOBAL CAPITAL  SECURITY" has the meaning set forth in
Section 7.3(a).

            "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,"  when  used  with  respect  to the  Property
Trustee, means the chairman or any vice chairman of the board of directors,  the
chairman  or any  vice  chairman  of the  executive  committee  of the  board of
directors,  the  chairman  of the  trust  committee,  the  president,  any  vice
president, any assistant vice president, the cashier, any assistant cashier, the
secretary,  any assistant secretary, the treasurer, any assistant treasurer, any
trust  officer or assistant  trust  officer,  the  controller  or any  assistant
controller  or any other  officer or assistant  officer of the Property  Trustee
customarily  performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate trust
matter,  any other  officer  to whom  such  matter is  referred  because  of his
knowledge of and familiarity with the particular subject.

            "RESTRICTED DEFINITIVE CAPITAL SECURITIES" has the meaning set forth
in Section 7.3(c).

            "RESTRICTED  CAPITAL  SECURITY" means a Capital Security required by
Section 9.2 to contain a Restricted Securities Legend.

            "RESTRICTED  SECURITIES LEGEND" has the meaning set forth in Section
9.2.

            "RULE 3A-5" means Rule 3a-5 under the Investment Company Act, or any
successor rule or regulation.

            "RULE 144" means Rule 144 under the Securities Act, as such rule may
be  amended  from time to time,  or any  similar  rule or  regulation  hereafter
adopted by the Commission.

            "RULE 144A" means Rule 144A under the  Securities  Act, as such rule
may be amended from time to time,  or any similar rule or  regulation  hereafter
adopted by the Commission.

            "RULE 144A  GLOBAL  CAPITAL  SECURITY"  has the meaning set forth in
Section 7.3(a).

            "SECURITIES" or "TRUST  SECURITIES"  means the Common Securities and
the Capital  Securities  (including,  as  applicable,  those Capital  Securities
issued upon consummation of the Exchange Offer).

            "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 Capital Securities Guarantee.

            "SPECIAL EVENT" has the meaning set forth in the Indenture.

            "SPONSOR" means Orion Capital Corporation,  a Delaware  corporation,
or any successor entity resulting from any merger,  consolidation,  amalgamation
or other business combination, in its capacity as sponsor of the Trust.

            "SUCCESSOR  DELAWARE  TRUSTEE"  has the meaning set forth in Section
5.7(a).

            "SUCCESSOR ENTITY" has the meaning set forth in Section 3.14(b).

            "SUCCESSOR  PROPERTY  TRUSTEE"  has the meaning set forth in Section
5.7(a).

            "SUCCESSOR SECURITIES" has the meaning set forth in Section 3.14(b).

            "SUPER MAJORITY" has the meaning set forth in Section 2.6(a)(ii).

            "TAX EVENT MATURITY SHORTENING" has the meaning set forth in the
Indenture.

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

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

            "TRUSTEE"  or  "TRUSTEES"  means each  Person  who has  signed  this
Declaration as a trustee  (including the Property Trustee,  the Delaware Trustee
and each  Administrative  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.

            "UNRESTRICTED GLOBAL CAPITAL SECURITY" has the meaning set forth
in Section 9.2(b).


                                   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 ss.ss.  310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

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

SECTION 2.2 LISTS OF HOLDERS OF SECURITIES.

            (a) Each of the Sponsor and the Administrative Trustees on behalf of
the Trust shall  provide the Property  Trustee,  unless the Property  Trustee is
Registrar for the  Securities,  with a list (i) within 14 days after each record
date for  payment of  Distributions,  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 record  date,  provided  that neither the Sponsor
nor the  Administrative  Trustees on behalf of the Trust shall be  obligated  to
provide  such List of Holders  at any time the List of  Holders  does not differ
from the most  recent  List of  Holders  given to the  Property  Trustee  by the
Sponsor and the 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 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 a List
of Holders  given to it or which it receives in its capacity as Paying Agent (if
acting in such  capacity),  provided  that the Property  Trustee may destroy any
List of Holders previously given to it on receipt of a new List of Holders.

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

SECTION 2.3 REPORTS BY THE PROPERTY TRUSTEE.

            On or before February 5 of each year,  commencing  February 5, 1999,
the Property Trustee shall provide to the Holders of the Capital Securities such
reports as are  required by ss. 313 of the Trust  Indenture  Act, if any, in the
form and in the manner  provided  by ss.  313 of the Trust  Indenture  Act.  The
Property  Trustee shall also comply with the  requirements  of ss. 313(d) of the
Trust Indenture Act.

SECTION 2.4    PERIODIC REPORTS TO PROPERTY TRUSTEE.

            Each of the Sponsor and the Administrative Trustees on behalf of the
Trust  shall  provide  to the  Property  Trustee  such  documents,  reports  and
information as are required by ss. 314 (if any) and the  compliance  certificate
required by ss. 314 of the Trust Indenture Act in the form, in the manner and at
the times required by ss. 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 provided for in this Declaration that relate to any of the
matters set forth in ss. 314(c) of the Trust  Indenture Act. Any  certificate or
opinion  required  to be given by an officer  pursuant to ss.  314(c)(1)  of the
Trust Indenture Act may be given in the form of an Officers' Certificate.

SECTION 2.6 EVENTS OF DEFAULT; WAIVER.

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

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

                  (ii)  requires  the consent or vote of greater than a majority
in  aggregate  principal  amount  of the  holders  of the  Debentures  (a "Super
Majority")  to be waived  under the  Indenture,  the Event of Default  under the
Declaration  may only be  waived  by the  vote of the  Holders  of at least  the
proportion in aggregate  Liquidation  Amount of the Capital  Securities that the
relevant  Super  Majority  represents of the aggregate  principal  amount of the
Debentures outstanding.

            The foregoing  provisions of this Section 2.6(a) shall be in lieu of
ss.  316(a)(1)(B)  of the Trust  Indenture Act and such ss.  316(a)(1)(B) of the
Trust Indenture Act is hereby  expressly  excluded from this Declaration and the
Securities,  as permitted by the Trust Indenture Act. Upon such waiver, any such
default  shall  cease to exist,  and any Event of  Default  with  respect to the
Capital  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 Capital
Securities or impair any right consequent thereon.  Any waiver by the Holders of
the  Capital  Securities  of an Event of Default  with  respect  to the  Capital
Securities  shall also be deemed to  constitute  a waiver by the  Holders of the
Common  Securities  of any such  Event of  Default  with  respect  to the Common
Securities for all purposes of this  Declaration  without any further act, vote,
or consent of the Holders of the Common Securities.

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

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

                  (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(b), the Event of Default under the Declaration may only be waived by
the vote of the  Holders of at least the  proportion  in  aggregate  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
Capital 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 Capital  Securities and only the Holders of the Capital 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
ss.ss.  316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act and such ss.ss.
316(a)(1)(A)  and  316(a)(1)(B) of the Trust Indenture Act are hereby  expressly
excluded from this  Declaration  and the  Securities,  as permitted by the Trust
Indenture Act. Subject to the foregoing  provisions of this Section 2.6(b), upon
such waiver, any such default shall cease to exist and any Event of Default with
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 an Event of  Default  under  the  Indenture  by the
Property  Trustee,  at the  direction of the Holders of the Capital  Securities,
constitutes  a  waiver  of  the  corresponding   Event  of  Default  under  this
Declaration. The foregoing provisions of this Section 2.6(c) shall be in lieu of
ss.  316(a)(1)(B)  of the Trust  Indenture Act and such ss.  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 the occurrence
of an Event of Default,  transmit by mail, first class postage  prepaid,  to the
Holders,  the Administrative  Trustees and the Sponsor,  notices of all defaults
with respect to the Securities  actually  known to a Responsible  Officer of the
Property Trustee, unless such defaults have been cured before the giving of such
notice (the term "defaults" for the purposes of this Section 2.7(a) being hereby
defined to be an Event of Default as defined in the Indenture, not including any
periods of grace  provided  for  therein and  irrespective  of the giving of any
notice provided therein).

            (b) The Sponsor and the Administrative  Trustees shall file annually
with the  Property  Trustee a  certification  as to  whether  or not they are in
compliance  with all the conditions and covenants  applicable to them under this
Declaration.

            (c) For purposes of this Section 2.7, the Property Trustee shall not
be deemed to have knowledge of any default or Event of Default except:

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

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


                                   ARTICLE III

                                  ORGANIZATION


SECTION 3.1    NAME.

            The Trust shall  continue to be named  "Orion  Capital  Trust II" as
such  name may be  modified  from  time to time by the  Administrative  Trustees
following written notice to the Holders. The Trust's activities may be conducted
under  the  name  of the  Trust  or  any  other  name  deemed  advisable  by the
Administrative Trustees.

SECTION 3.2    OFFICE.

            The  address  of the  principal  office of the Trust is 101  Barclay
Street,  Floor  21W,  New York,  New York,  10286,  Attention:  Corporate  Trust
Administration.  On ten Business Days' prior written notice to the Holders,  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 including effecting the Exchange Offer, (b) use the proceeds
from  the  sale  of the  Securities  to  acquire  the  Debentures,  (c) to  make
Distributions to Holders of the Securities as herein provided, and (d) except as
otherwise  limited herein,  to engage in only those other activities  necessary,
advisable or incidental thereto. The Trust shall not borrow money, issue debt or
reinvest  proceeds  derived  from  investments,  mortgage  or 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, as
set forth in Sections 3.6 and 5.5, 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.  The
authority of the Delaware Trustee is set forth in Section 3.11 hereof.

SECTION 3.5 TITLE TO PROPERTY OF THE TRUST.

            Except as provided in Section 3.8 with respect to the Debentures 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 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.

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

                  (i) to issue and sell the  Capital  Securities  and the Common
Securities in accordance with this Declaration;  provided, however, that (A) the
Trust may issue no more than two series of Capital  Securities  and no more than
one series of Common  Securities,  (B) there shall be no  interests in the Trust
other than the Securities,  and (C) the issuance of Securities  shall be limited
to: (x) a simultaneous issuance of both Capital Securities and Common Securities
at the  Closing  Time  and  (y) the  issuance  of a  second  series  of  Capital
Securities upon the consummation of the Exchange Offer.

                  (ii) in  connection  with the  issue  and sale of the  Capital
Securities and the Common Securities, and in connection with the Exchange Offer,
at the direction of the Sponsor, to:

                        (A)  prepare  and  execute,  if  necessary,  an offering
memorandum (the "Offering Memorandum") in preliminary and final form prepared by
the Sponsor,  in relation to the offering and sale of Initial Capital Securities
to QIBs in reliance  on Rule 144A under the  Securities  Act,  to  institutional
"accredited investors" (as defined in Rule 501(a)(1),  (2), (3) or (7) under the
Securities  Act) and outside the United  States to non-U.S.  Persons in offshore
transactions  in reliance  on  Regulation  S under the  Securities  Act,  and to
execute  and file  with the  Commission,  at such time as is  determined  by the
Sponsor,  any  Registration  Statement,  including  any  amendment  thereto,  as
contemplated by the Registration Rights Agreement;

                        (B)  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 Capital  Securities  in any State in
which the Sponsor has determined to qualify or register such Capital  Securities
for sale;

                        (C) if deemed  necessary  or  advisable  by the Sponsor,
execute and file an application,  prepared by the Sponsor, to the New York Stock
Exchange  or any other  national  stock  exchange or the Nasdaq  Stock  Market's
National Market for listing or quotation of the Capital Securities;

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

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

                        (F)  execute  and  enter  into  the  Purchase  Agreement
providing  for the  sale of the  Capital  Securities,  the  Registration  Rights
Agreement,  a  subscription  agreement  providing  for the  sale  of the  Common
Securities,  a subscription  agreement  providing for the sale of the Debentures
and any other agreements regarding the issuance and sale of Securities;

                  (iii) to acquire the Initial  Debentures  with the proceeds of
the sale of the Initial  Capital  Securities  and the Common  Securities  and to
exchange  the  Initial  Debentures  for a  like  principal  amount  of  Exchange
Debentures  pursuant  to  the  Exchange  Offer;  provided,   however,  that  the
Administrative  Trustees shall cause legal title to the Debentures to be held of
record in the name of the Property Trustee for the benefit of the Holders of the
Capital Securities and the Holders of the Common Securities;

                  (iv) to give  the  Sponsor  and the  Property  Trustee  prompt
written notice of the occurrence of a Special Event;

                  (v) 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 ss.  316(c)  of the  Trust  Indenture  Act,
Distributions,  voting rights,  redemptions and exchanges, and to issue relevant
notices to the Holders of Capital Securities and Holders of Common Securities as
to such actions and applicable record dates;

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

                  (vii) 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;

                  (viii) 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;

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

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

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

                  (xii)  to act  as,  or  appoint  another  Person  to  act  as,
Registrar and Exchange Agent for the Securities or to appoint a Paying Agent for
the Securities as provided in Section 7.4, except for such time as such power to
appoint a Paying Agent is vested in the Property Trustee;

                  (xiii) to give prompt written  notice to the Property  Trustee
and to Holders of any notice received from the Debenture  Issuer of its election
to defer  payments of interest  on the  Debentures  by  extending  the  interest
payment period under the Indenture;

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

                  (xv) 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 Capital
Securities or to enable the Trust to effect the purposes for which the Trust was
created;

                  (xvi)  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 as set out in this Section 3.6, including, but not limited to:

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

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

                         (C)  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; and

                         (D)  to  take  all  action   necessary   to  cause  all
applicable tax returns and tax information reports that are required to be filed
with respect to the Trust to be duly  prepared  and filed by the  Administrative
Trustees, on behalf of the Trust; and

                  (xvii) to take all action necessary to consummate the Exchange
Offer or otherwise cause the Capital Securities to be registered  pursuant to an
effective  Registration  Statement  in  accordance  with the  provisions  of the
Registration Rights Agreement.

            (b) 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.

            (c) 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.

            (d) Any expenses incurred by the Administrative Trustees pursuant to
this Section 3.6 shall be reimbursed by the Debenture Issuer.

SECTION 3.7 PROHIBITION OF ACTIONS BY THE TRUST AND THE TRUSTEES.

            (a) The Trust shall not,  and the Trustees  (including  the Property
Trustee) all in their capacities as such and not in their individual  capacities
shall not,  engage in any activity  other than as required or authorized by this
Declaration. The Trust shall not:

                  (i) invest any proceeds  received by the  Property  Trustee on
behalf of the Trust from holding the Debentures,  but shall  distribute all such
proceeds,  excluding "Additional Sums" (as defined in the Indenture), to Holders
of Securities pursuant to the terms of this Declaration and of the Securities;

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

                  (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;

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

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

                  (vii) other than as provided in this  Declaration  or Annex I,
(A) direct the time,  method and place of conducting any proceeding with respect
to any remedy  available to the Debenture  Trustee,  or exercising  any right or
power conferred upon the Debenture  Trustee with respect to the Debentures,  (B)
waive any past default that is waivable  under the  Indenture,  (C) exercise any
right to  rescind  or  annul  any  declaration  that  the  principal  of all the
Debentures  shall  be  due  and  payable,  or  (D)  consent  to  any  amendment,
modification  or  termination  of the  Indenture or the  Debentures,  where such
consent  shall be required,  unless the Trust shall have  received an Opinion of
Counsel  experienced  in such  matters  to the  effect  there is no more than an
insubstantial  risk that the Trust  would not be  classified  for United  States
federal  income tax purposes as a trust subject to the provisions of Section 671
through  679 of the Code (a  "grantor  trust")  on  account  of such  amendment,
modification or termination.

SECTION 3.8 POWERS AND DUTIES OF THE PROPERTY TRUSTEE.

            (a) The legal title to the Debentures  shall be owned by and held of
record  in the name of the  Property  Trustee  in trust for the  benefit  of the
Holders. The right, title and interest of the Property Trustee to the Debentures
shall vest  automatically  in each  Person who may  hereafter  be  appointed  as
Property  Trustee in accordance  with Section 5.7. 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  Debentures  to the  Administrative  Trustees or to the Delaware
Trustee (if the Property Trustee does not also act as Delaware Trustee).

            (c)   The Property Trustee shall:

                  (i) establish and maintain a segregated  non-interest  bearing
trust  account  (the  "Property  Trustee  Account") in the name of and under the
exclusive control of the Property Trustee on behalf of the Holders and, upon the
receipt of  payments  of funds made in  respect  of the  Debentures  held by the
Property Trustee,  deposit such funds into the Property Trustee Account and make
payments to the Holders of the Securities  from the Property  Trustee Account in
accordance with Section 6.1. Funds in the Property Trustee Account shall be held
uninvested  until  disbursed in accordance with this  Declaration.  The Property
Trustee  Account  shall  be  an  account  that  is  maintained  with  a  banking
institution  the rating on whose  long-term  unsecured  indebtedness is at least
equal  to  the  rating  assigned  to the  Capital  Securities  by a  "nationally
recognized  statistical  rating  organization",  as  that  term is  defined  for
purposes of Rule 436(g)(2) under the Securities Act;

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

                  (iii)  upon  written  notice  issued  by  the   Administrative
Trustees  in  accordance  with  the  terms  of the  Securities,  engage  in such
ministerial  activities  as shall be  necessary  or  appropriate  to effect  the
distribution  of the Debentures to Holders of Securities  upon the occurrence of
certain events.

            (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.

            (e) Subject to Section 3.9(a) and this Section 3.8(e),  the Property
Trustee shall have the exclusive right to 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 so require, and if
such Property Trustee shall have failed to take such Legal Action, the foregoing
to the contrary notwithstanding,  the Holders of the Capital Securities may take
such Legal Action,  to the same extent as if such Holders of Capital  Securities
held  an  aggregate  principal  amount  of  Debentures  equal  to the  aggregate
Liquidation Amount of such Capital Securities,  without first proceeding against
the Property Trustee or the Trust; provided however, that if an Event of Default
has occurred and is continuing and such event is  attributable to the failure of
the Debenture Issuer to pay the principal of or premium,  if any, or interest on
the  Debentures  on the date such  principal,  premium,  if any,  or interest is
otherwise payable (or in the case of redemption,  on the redemption date), then,
the foregoing to the contrary  notwithstanding,  a Holder of Capital  Securities
may directly institute a proceeding for enforcement of payment to such Holder of
the  principal  of or premium,  if any, or interest on the  Debentures  having a
principal  amount  equal to the  aggregate  Liquidation  Amount  of the  Capital
Securities  of such Holder (a "Direct  Action") on or after the  respective  due
date specified in the  Debentures.  In connection  with such Direct Action,  the
rights of the Holders of Common  Securities  will be subrogated to the rights of
Holders of Capital Securities to the extent of any payment made by the Debenture
Issuer to  Holders  of  Capital  Securities  in such  Direct  Action.  Except as
provided in the preceding sentences,  the Holders of Capital Securities will not
be able to exercise  directly any other  remedy  available to the holders of the
Debentures.

            (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  pursuant to the
terms of the Securities; or

                  (ii) a Successor  Property  Trustee has been appointed and has
accepted that appointment in accordance with Section 5.7(a).

            (g) The Property  Trustee shall have the legal power to exercise all
of the  rights,  powers  and  privileges  of a holder  of  Debentures  under the
Indenture and, if 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,  enforce its rights as holder of the Debentures  subject
to the rights of the Holders pursuant to the terms of such Securities.

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

            (i)  Subject to Section 7.4  hereof,  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 pay Distributions,  redemption
payments  or  liquidation  payments  on behalf of the Trust with  respect to all
Securities  and any such Paying Agent shall comply with ss.  317(b) of the Trust
Indenture Act. Any such  additional  Paying Agent may be removed by the Property
Trustee at any time the Property Trustee remains as Paying Agent and a successor
Paying  Agent or  additional  Paying  Agents may be (but is 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.;   provided,   however,   that  if  the
Administrative  Trustees  appoint the Property  Trustee as  Registrar,  Exchange
Agent or Paying Agent  pursuant to Section  3.6(a)(xii),  the  Property  Trustee
shall have the power  hereunder  to serve in any such  capacity  and perform the
duties and obligations related thereto.

            (k) 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 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 in the Securities 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 of
the  Securities,  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 in the Securities, 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;  provided,  however,  that in the case of any
such  certificates  or opinions  that by any provision  hereof are  specifically
required to be furnished to the Property Trustee,  the Property Trustee shall be
under a duty to examine the same to determine whether or not they conform to the
requirements of this Declaration;

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

                  (iii) the Property Trustee shall not be liable with respect to
any action taken or omitted to be taken by it 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 under the Indenture
with respect to the Debentures,  or exercising any right 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  Debentures  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
Debentures  or the  payment  of any taxes or  assessments  levied  thereon or in
connection therewith;

                  (vii)  the  Property  Trustee  shall  not be  liable  for  any
interest on any money received by it except as it may otherwise agree 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  reasonably  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 may be sufficiently  evidenced by an
Officers' Certificate;

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

                  (vi) the  Property  Trustee  shall be under no  obligation  to
exercise  any of the rights or powers  vested in it by this  Declaration  at the
request or  direction of any Holder,  unless such Holder shall have  provided to
the Property  Trustee  security and indemnity,  reasonably  satisfactory  to the
Property Trustee,  against the costs,  expenses (including reasonable attorneys'
fees and expenses and the expenses of the Property Trustee's agents, nominees or
custodians) and liabilities  that might be incurred by it in complying with such
request or direction,  including such reasonable advances as may be requested by
the Property Trustee; PROVIDED,  HOWEVER, 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 rights 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 required to supervise,  nor shall it 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  so to act or as to its
compliance  with any of the terms and  provisions of this  Declaration,  both of
which shall be conclusively  evidenced by the Property  Trustee's or its agent's
taking such action;

                  (x) whenever in the  administration  of this  Declaration  the
Property Trustee shall deem it desirable to receive instructions with respect to
enforcing any remedy or right or taking any other action hereunder, the Property
Trustee (A) 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, (B) may refrain from enforcing such remedy or right or taking such other
action  until such  instructions  are  received,  and (C) shall be  protected in
conclusively relying on or acting in accordance with such instructions;

                  (xi) 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, without negligence,
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.

            (c) Whether or not therein expressly so provided, every provision of
this  Declaration  relating  to the conduct or  affecting  the  liability  of or
affording  protection to the Property Trustee shall be subject to the provisions
of this Section.

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   Administrative   Trustees  or  the  Property  Trustee  described  in  this
Declaration. Except as set forth in Section 5.2, the Delaware Trustee shall be a
Trustee for the sole and limited  purpose of fulfilling the  requirements of ss.
3807  of  the  Business  Trust  Act.  Without  limiting  the  generality  of the
foregoing,  the Delaware  Trustee shall not be  responsible  for  monitoring the
compliance by the Administrative  Trustees,  the Property Trustee or the Sponsor
with their  respective  duties  under this  Declaration,  nor shall the Delaware
Trustee be liable for any  default or  misconduct  of any of the  Administrative
Trustees, the Property Trustee or the Sponsor.

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  dissolved  pursuant to the provisions of Article
VIII hereof, shall have existence up to April 15, 2033.

SECTION 3.14   MERGERS.

            (a) The Trust may not merge or  convert  with or into,  consolidate,
amalgamate,  or be replaced by, or convey,  transfer or lease its properties and
assets  substantially  as an  entirety  to any Person,  except as  described  in
Section 3.14(b) and (c).

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

                  (i) such successor entity (the "Successor Entity") either:

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

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

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

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

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

                  (v)  such  merger,  conversion,  consolidation,  amalgamation,
replacement, conveyance, transfer or lease 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 such
Holders' interests in the new entity);

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

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

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

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

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

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


                                   ARTICLE IV

                                     SPONSOR


SECTION 4.1 SPONSOR'S PURCHASE OF COMMON SECURITIES.

            At the Closing  Time,  the Sponsor  will  purchase all of the Common
Securities then issued by the Trust,  in a Liquidation  Amount equal to at least
3% of the total  capital of the Trust,  at the same time as the Initial  Capital
Securities are issued and sold.

SECTION 4.2 RESPONSIBILITIES OF THE SPONSOR.

            (a) In connection with the issue and sale of the Capital  Securities
and the  Common  Securities,  the  Sponsor  shall have the  exclusive  right and
responsibility to engage in the following activities:

                  (i) to prepare  the  Offering  Memorandum  and to prepare  for
filing by the Trust with the Commission any  Registration  Statement,  including
any amendments thereto, as contemplated by the Registration Rights Agreement (or
to delegate such preparation to the Administrative  Trustees pursuant to Section
3.6(a)(ii)(A) hereof);

                  (ii) to  determine  the  States  in which to take  appropriate
action to qualify or register for sale all or part of the Capital Securities and
to do any and all such  acts,  other  than  actions  which  must be taken by the
Trust,  and advise the Trust of actions it must take,  and prepare for execution
and filing any documents to be executed and filed by the Administrative Trustees
pursuant to Section  3.6(a)(ii)(B)  hereof,  as the Sponsor  deems  necessary or
advisable in order to comply with the applicable laws of any such States;

                  (iii) if deemed  necessary or  advisable  by the  Sponsor,  to
prepare for  execution  and filing by the  Administrative  Trustees  pursuant to
Section  3.6(a)(ii)(C)  hereof, an application to the New York Stock Exchange or
any other national stock exchange or the Nasdaq  National  Market for listing or
quotation of the Capital Securities;

                  (iv) if required,  to prepare for filing by the Administrative
Trustees  pursuant  to  Section  3.6(a)(ii)(E)  hereof  with  the  Commission  a
registration  statement on Form 8-A relating to the  registration of the Capital
Securities  under Section 12(b) of the Exchange  Act,  including any  amendments
thereto; and

                  (v) to negotiate  the terms and cause the  preparation  of the
Purchase Agreement and the Registration  Rights Agreement providing for the sale
and registration,  respectively,  of the Capital Securities for execution by the
Administrative Trustees pursuant to Section 3.6(a)(ii)(F) hereof .

SECTION 4.3 RIGHT TO PROCEED.

            The  Sponsor  acknowledges  the  rights of the  Holders  of  Capital
Securities, in the event that a failure of the Trust to pay Distributions on the
Capital Securities is attributable to the failure of the Debenture Issuer to pay
interest or principal  on the  Debentures,  to  institute a proceeding  directly
against the Debenture  Issuer for enforcement of its payment  obligations on the
Debentures.


                                    ARTICLE V

                                    TRUSTEES


SECTION 5.1 NUMBER OF TRUSTEES; APPOINTMENT OF CO-TRUSTEE.

            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 voting as a class at a meeting of the Holders of
the Common Securities;  provided, however, that, the number of Trustees shall in
no event be less than two (2);  provided  further that (1) one  Trustee,  in the
case of a natural  Person,  shall be a Person who is a resident  of the State of
Delaware or that, if not a natural Person,  is an entity which has its principal
place of business in the State of Delaware (the "Delaware  Trustee");  (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 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.  Notwithstanding  the
above, unless an Event of Default shall have occurred and be continuing, for the
purpose of meeting the legal  requirements  of the Trust Indenture Act or of any
jurisdiction  in  which  any  part of the  Trust's  property  may at the time be
located,  the  Holders  of a  Majority  in  Liquidation  Amount  of  the  Common
Securities  acting  as a  class  at a  meeting  of the  Holders  of  the  Common
Securities,  and the  Administrative  Trustees,  shall have power at any time or
times,  to appoint one or more Persons  either to act as a  co-trustee,  jointly
with the Property Trustee, of all or any part of the Trust's property, or to act
as separate trustee of any such property, in either case with such powers as may
be  provided in the  instrument  of  appointment,  and to vest in such Person or
Persons in such capacity any property, title, right or power deemed necessary or
desirable,  subject to the provisions of this  Declaration.  In case an Event of
Default has occurred and is  continuing,  the Property  Trustee alone shall have
power to make any such appointment of a co-trustee.

SECTION 5.2 DELAWARE TRUSTEE.

            As 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;  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 may also be the Delaware  Trustee in
which case Section 3.11 shall have no application.

SECTION 5.3    PROPERTY TRUSTEE; ELIGIBILITY.

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

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

                  (ii) be a corporation  organized and doing  business under the
laws of the United States of America or any State or Territory thereof or of the
District of Columbia,  or a corporation or Person permitted by the Commission to
act as an institutional  trustee under the Trust Indenture Act, authorized under
such laws to exercise  corporate  trust  powers,  having a combined  capital and
surplus  of at least 50  million  U.S.  dollars  ($50,000,000),  and  subject to
supervision  or  examination  by  Federal,  State,  Territorial  or  District of
Columbia authority.  If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of the supervising or examining
authority  referred to above, then for the purposes of this Section  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 5.3(c).

            (c) If the Property  Trustee has or shall  acquire any  "conflicting
interest"  within the  meaning of ss.  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 ss.  310(b) of the Trust  Indenture  Act)  shall in all
respects comply with the provisions of ss. 310(b) of the Trust Indenture Act.

            (d)  The  Capital  Securities   Guarantee  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:

                  The Bank of New York
                  101 Barclay Street, Floor 21W
                  New York, New York  10286
                  Attention:  Corporate Trust Administration

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  otherwise  satisfying  the
provisions  of this  Declaration  that shall act through one or more  Authorized
Officers.

SECTION 5.5 ADMINISTRATIVE TRUSTEES.

            (a)   The initial Administrative Trustees shall be:

                  W. Marston Becker
                  Craig A. Nyman
                  Michael P. Maloney, Esq.

            (b) Except as expressly set forth in this  Declaration and except if
a meeting of the  Administrative  Trustees is called 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, 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 DELAWARE TRUSTEE.

            The initial Delaware Trustee shall be:

                  The Bank of New York (Delaware)
                  101 Barclay Street, Floor 21W
                  New York, New York  10286
                  Attention:  Corporate Trust Administration

SECTION 5.7 APPOINTMENT, REMOVAL AND RESIGNATION OF TRUSTEES.

            (a)  Subject to Section  5.7(b),  any Trustee  may be  appointed  or
removed without cause at any time:

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

                  (ii)  in  the  case  of  Administrative  Trustees,  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;

                  (iii) in the case of the  Property  Trustee  and the  Delaware
Trustee,  unless an Event of Default shall have occurred and be continuing after
the  issuance  of any  Securities,  by  vote of the  Holders  of a  Majority  in
Liquidation  Amount of the Common  Securities  voting as a class at a meeting of
the Holders of the Common Securities; and

                  (iv) in the  case of the  Property  Trustee  and the  Delaware
Trustee,  if an Event of Default shall have occurred and be continuing after the
issuance  of the  Securities,  by vote of Holders of a Majority  in  Liquidation
Amount of the Capital  Securities  voting as a class at a meeting of the Holders
of the Capital Securities.

            The Trustee  that acts as Property  Trustee  shall not be removed in
accordance  with  Section  5.7(a)  until  a  successor  Trustee  possessing  the
qualifications  to act as  Property  Trustee  under  Section  5.3 (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 and the Sponsor.

            The Trustee  that acts as Delaware  Trustee  shall not be removed in
accordance  with this Section  5.7(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 and the Sponsor.

            (b) A  Trustee  appointed  to office  shall  hold  office  until his
successor shall have been appointed or until his death,  removal or resignation.
Any  Trustee  may  resign  from  office  (without  need for prior or  subsequent
accounting)  by an instrument in writing  signed by the Trustee and delivered to
the  Sponsor  and the  Trust,  which  resignation  shall take  effect  upon such
delivery or upon such later date as is  specified  therein;  provided,  however,
that:

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

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

                        (B) until the assets of the Trust have been
completely  liquidated  and,  after  complying  with the  provisions  of Section
3808(e) of the  Business  Trust Act,  the proceeds  thereof  distributed  to the
holders of the Securities; and

                  (ii) no such  resignation  or removal of the Trustee that acts
as the Delaware  Trustee shall be effective until a Successor  Delaware  Trustee
has been appointed and has accepted such  appointment by instrument  executed by
such Successor  Delaware Trustee and delivered to the Trust, the Sponsor and the
resigning Delaware Trustee.

            (c) The  Holders  of the  Common  Securities  shall use  their  best
efforts promptly to 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 5.7.

            (d) If no Successor  Property Trustee or Successor  Delaware Trustee
shall have been  appointed and accepted  appointment as provided in this Section
5.7 within 30 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 and
appropriate, appoint a Successor Property Trustee or Successor Delaware Trustee,
as the case may be.

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

SECTION 5.8 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 5.7.

SECTION 5.9 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 5.8, 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 5.10   MEETINGS.

            If there is more than one  Administrative  Trustee,  meetings of the
Administrative  Trustees shall be held from time to time as needed 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 meeting of the Administrative  Trustees shall
be hand delivered or otherwise delivered in writing (including by facsimile) not
less than 24 hours before such meeting.  Notice of any telephonic meeting of the
Administrative  Trustees or any  committee  thereof  shall be hand  delivered or
otherwise  delivered in writing  (including by facsimile) not less than 24 hours
before such 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 5.11 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,  including any registration  statement or amendment  thereto filed with the
Commission, or making any other governmental filing; 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 this  Declaration
or the Securities.

SECTION 5.12   MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

            Any corporation into which any Trustee (excluding any Administrative
Trustee  that is a natural  Person) may be merged or  converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or
consolidation  to  which  such  Trustee  shall be a  party,  or any  corporation
succeeding  to all or  substantially  all the corporate  trust  business of such
Trustee,  shall  be the  successor  of such  Trustee  hereunder,  provided  such
corporation  shall be  otherwise  qualified  and  eligible  under this  Article,
without the  execution  or filing of any paper or any further act on the part of
any of the parties hereto.

SECTION 5.13 UNDERTAKING FOR COSTS.

            In any suit for the  enforcement  of any right or remedy  under this
Declaration or in any suit against the Property  Trustee for any action taken or
omitted by it as a Property  Trustee,  a court in its discretion may require the
filing by any party  litigant in the suit of an  undertaking to pay the costs of
the suit, and the court in its discretion may assess reasonable costs, including
reasonable attorney's fees and expenses, against any party litigant in the suit,
having due regard to the merits and good faith of the claims or defenses made by
the party litigant.


                                   ARTICLE VI

                                  DISTRIBUTIONS


SECTION 6.1    DISTRIBUTIONS.

            Each Holder shall receive Distributions in accordance with the terms
of such  Holder's  Securities.  If and to the extent that the  Debenture  Issuer
makes a payment of interest  (including  Compounded  Interest (as defined in the
Indenture),  Additional  Interest,  additional  Distributions,   premium  and/or
principal on the Debentures  held by the Property  Trustee or any other payments
pursuant to the  Registration  Rights  Agreement  with respect to the Debentures
held by the Property  Trustee (but excluding  Additional Sums (as defined in the
Indenture)  (the  amount of any such  payment  being a  "Payment  Amount"),  the
Property  Trustee  shall and is directed,  to the extent funds are available for
that  purpose,  to make a  Distribution  of the  Payment  Amount to  Holders  in
accordance with the respective terms of the Securities held by them.


                                   ARTICLE VII

                             ISSUANCE OF SECURITIES


SECTION 7.1    GENERAL PROVISIONS REGARDING SECURITIES.

            (a) The  Administrative  Trustees shall on behalf of the Trust issue
one class of capital securities  representing  undivided beneficial interests in
the assets of the Trust, which class may be divided into no more than two series
each having such terms as are set forth in Annex I (the  "Capital  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 Annex I (the
"Common  Securities").  At such time,  if ever, as the Exchange  Debentures  are
issued,  the  Administrative  Trustees  shall on behalf  of the Trust  issue one
series of capital securities  representing undivided beneficial interests in the
Trust  having  such  terms as are set  forth in Annex I (the  "Exchange  Capital
Securities")  in  exchange  for the  Initial  Capital  Securities  accepted  for
exchange in the Exchange Offer, which Exchange Capital Securities shall not bear
the legends  set forth in Section  9.2 unless the holder of the Initial  Capital
Securities  is either (i) a  broker-dealer  who purchased  such Initial  Capital
Securities  directly  from the Trust for resale  pursuant  to Rule 144A,  or any
other available exemption, under the Securities Act, (ii) a person participating
in the  distribution of the Initial Capital  Securities or (iii) a Person who is
an  affiliate  (as defined in Rule 144A) of the Trust.  The Trust shall issue no
securities or other  interests in the assets of the Trust other than the Capital
Securities, the Exchange Capital Securities and the Common Securities.

            (b) 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.

            (c) Upon  receipt  of the  stated  consideration  in  full,  and the
subsequent  issuance of the  Securities  as provided  in this  Declaration,  the
Securities  so issued  shall be  deemed to be  validly  issued,  fully  paid and
non-assessable.

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

SECTION 7.2 EXECUTION AND AUTHENTICATION.

            (a) The  Securities  shall be  signed  on  behalf of the Trust by an
Administrative  Trustee.  In case any  Administrative  Trustee  of the Trust who
shall have signed any of the  Securities  shall cease to be such  Administrative
Trustee  before the  Securities so signed shall be delivered by the Trust,  such
Securities  nevertheless  may be  delivered as though the Person who signed such
Securities had not ceased to be such Administrative  Trustee; and any Securities
may be signed on behalf of the Trust by such  Persons who, at the actual date of
execution of such Security,  shall be the Administrative  Trustees of the Trust,
although at the date of the execution and delivery of the  Declaration  any such
Person was not such an Administrative Trustee.

            (b) One Administrative Trustee shall sign the Capital Securities for
the Trust by manual or facsimile  signature.  Unless otherwise determined by the
Trust,  such  signature  shall,  in the case of Common  Securities,  be a manual
signature.

            (c) A Capital Security shall not be valid until authenticated by the
manual  signature  of an  authorized  signatory  of the  Property  Trustee.  The
signature  shall be  conclusive  evidence  that the  Capital  Security  has been
authenticated under this Declaration.

            (d) Upon a written  order of the Trust signed by one  Administrative
Trustee,  the Property  Trustee shall  authenticate  the Capital  Securities for
original issue.  The aggregate number of Capital  Securities  outstanding at any
time shall not exceed the number set forth in Annex I hereto  except as provided
in Section 7.6.

            (e)  The  Property  Trustee  may  appoint  an  authenticating  agent
acceptable to the Administrative Trustees to authenticate Capital Securities. An
authenticating  agent may authenticate  Capital Securities 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.

SECTION 7.3 FORM AND DATING.

            The Capital  Securities  and the Property  Trustee's  certificate of
authentication  shall be substantially in the form of Exhibit A-1 and the Common
Securities  shall be  substantially in the form of Exhibit A-2, each of which is
hereby   incorporated  in  and  expressly  made  a  part  of  this  Declaration.
Certificates  representing  the  Securities  may  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.  The
Securities may have letters, CUSIP or other numbers, notations or other marks of
identification or designation and such legends or endorsements  required by law,
stock exchange rule,  agreements to which the Trust is subject, if any, or usage
(provided that any such notation,  legend or endorsement is in a form acceptable
to the Trust).  The Trust at the direction of the Sponsor shall furnish any such
legend not  contained  in Exhibit A-1 to the Property  Trustee in writing.  Each
Capital  Security shall be dated the date of its  authentication.  The terms and
provisions  of the  Securities  set forth in Annex I and the forms of Securities
set forth in Exhibits A-1 and A-2 are part of the terms of this  Declaration and
to the extent applicable, the Property Trustee,  Administrative Trustees and the
Sponsor, by their execution and delivery of this Declaration, expressly agree to
be bound thereby.

            (a)  GLOBAL  SECURITIES.  Securities  offered  and  sold  to QIBs in
reliance on Rule 144A or offered and sold outside the United  States to non-U.S.
Persons in offshore transactions in reliance on Regulation S, as provided in the
Purchase Agreement,  shall be issued in the form of one or more permanent Global
Securities in definitive,  fully  registered form without  Distribution  coupons
with the appropriate  global legends and Restricted  Securities Legend set forth
in Exhibit A-1 hereto  (respectively,  a "Rule 144A Global Capital  Security" or
"Regulation S Global Capital  Security"),  which shall be deposited on behalf of
the purchasers of the Capital Securities  represented  thereby with the Property
Trustee,  at its New York office,  as custodian  for the  Clearing  Agency,  and
registered  in the name of the  Clearing  Agency  or a nominee  of the  Clearing
Agency,  duly executed by an  Administrative  Trustee and  authenticated  by the
Property  Trustee as  hereinafter  provided.  The  number of Capital  Securities
represented by the Rule 144A Global Capital Security and the Regulation S Global
Capital  Security may from time to time be increased or decreased by adjustments
made on the  records of the  Property  Trustee  and the  Clearing  Agency or its
nominee as hereinafter provided.

            (b) BOOK-ENTRY  PROVISIONS.  This Section 7.3(b) shall apply only to
the Rule  144A  Global  Capital  Securities,  the  Regulation  S Global  Capital
Securities and such other Capital Securities in global form as may be authorized
by the Trust to be deposited with or on behalf of the Clearing Agency.

                  (i) An  Administrative  Trustee shall execute and the Property
Trustee  shall  authenticate  and, in  accordance  with this Section  7.3,  make
available for delivery initially one or more Rule 144A Global Capital Securities
and one or more  Regulation  S  Global  Capital  Securities  that  (A)  shall be
registered in the name of Cede & Co. or other  nominee of such  Clearing  Agency
and (B) shall be delivered by the Property  Trustee to such  Clearing  Agency or
pursuant to such Clearing Agency's written  instructions or held by the Property
Trustee as custodian for the Clearing Agency.

                  (ii)  Members  of, or  participants  in, the  Clearing  Agency
("Participants") shall have no rights under this Declaration with respect to any
Rule 144A Global Capital  Security or any  Regulation S Global Capital  Security
held on their  behalf by the Clearing  Agency or by the Property  Trustee as the
custodian of the Clearing Agency or under such Rule 144A Global Capital Security
or such  Regulation S Global Capital  Security,  and the Clearing  Agency may be
treated by the Trust,  the  Property  Trustee  and any agent of the Trust or the
Property Trustee as the absolute owner of such Rule 144A Global Capital Security
or such  Regulation  S Global  Capital  Security  for all  purposes  whatsoever.
Notwithstanding  the  foregoing,  nothing  herein shall  prevent the Trust,  the
Property  Trustee or any agent of the Trust or the Property  Trustee from giving
effect to any written certification,  proxy or other authorization  furnished by
the  Clearing  Agency  or  impair,  as  between  the  Clearing  Agency  and  its
Participants,  the  operation of customary  practices  of such  Clearing  Agency
governing the exercise of the rights of a holder of a beneficial interest in any
Rule 144A Global Capital Security or any Regulation S Global Capital Security.

            (c)  DEFINITIVE  CAPITAL  SECURITIES.  Except as provided in Section
7.9, owners of beneficial  interests in a Rule 144A Global Capital Security or a
Regulation S Global  Capital  Security will not be entitled to receive  physical
delivery of certificated Capital Securities  ("Definitive Capital  Securities").
Purchasers  of Securities  who are  "accredited  investors"  (as defined in Rule
501(a)(1),  (2),  (3) or (7)  under  the  Securities  Act) and did not  purchase
Capital  Securities in reliance on Regulation S will receive Capital  Securities
in the form of individual  certificates  in definitive,  fully  registered  form
without Distribution coupons and with the Restricted Securities Legend set forth
in Exhibit A-1 hereto ("Restricted  Definitive Capital  Securities");  provided,
however,  that upon transfer of such Restricted Definitive Capital Securities to
a QIB, such Restricted  Definitive Capital Securities will, unless the Rule 144A
Global  Capital  Security has  previously  been  exchanged,  be exchanged for an
interest in a Rule 144A Global  Capital  Security  pursuant to the provisions of
Section 9.2.  Restricted  Definitive Capital Securities will bear the Restricted
Securities  Legend set forth on Exhibit A-1 unless  removed in  accordance  with
this Section 7.3 or Section 9.2.

SECTION 7.4 REGISTRAR AND PAYING AGENT.

            (a) The Trust shall  maintain in The City of New York, (i) an office
or agency where Capital Securities may be presented for registration of transfer
("Registrar"),  (ii)  an  office  or  agency  where  Capital  Securities  may be
presented  for  payment  ("Paying  Agent")  and (iii) an office or agency  where
Securities  may be presented for exchange in connection  with the Exchange Offer
(the  "Exchange  Agent").  The  Registrar  shall keep a register  of the Capital
Securities and of their transfer. The Administrative  Trustees shall appoint the
Registrar,  the Paying Agent and the Exchange  Agent and may appoint one or more
co-Registrars,  one or more additional  Paying Agents and one or more additional
Exchange  Agents in such  other  locations  as they  shall  determine.  The term
"Registrar" includes any additional registrar,  the term "Paying Agent" includes
any  additional  paying  agent  and  the  term  "Exchange  Agent"  includes  any
additional Exchange Agent." The Administrative Trustees may change any Registrar
or  co-Registrar,  Paying Agent or Exchange  Agent  without  prior notice to any
Holder.  The Paying  Agent shall be  permitted to resign as Paying Agent upon 30
days' written notice to the Administrative Trustees. The Administrative Trustees
shall  notify the  Property  Trustee of the name and  address of any Agent not a
party to this  Declaration.  If the  Administrative  Trustees fail to appoint or
maintain  another  entity as  Registrar,  Paying  Agent or Exchange  Agent,  the
Property  Trustee shall act as such.  The Trust or any of its Affiliates may act
as Paying  Agent,  Registrar  or Exchange  Agent.  The Trust shall act as Paying
Agent,  Registrar  and  co-registrar  and the  Exchange  Agent  for  the  Common
Securities.

            (b) The  Administrative  Trustees  initially  appoint  the  Property
Trustee  as  Registrar,   Paying  Agent  and  Exchange  Agent  for  the  Capital
Securities.

SECTION 7.5    PAYING AGENT TO HOLD MONEY IN TRUST.

            The Trust shall  require  each Paying  Agent other than the Property
Trustee  to agree in writing  that the  Paying  Agent will hold in trust for the
benefit of Holders or the  Property  Trustee all money held by the Paying  Agent
for the payment of Liquidation  Amounts or Distributions on the Securities,  and
will  notify  the  Property  Trustee  if there are  insufficient  funds for such
purpose.  While any such  insufficiency  continues,  the  Property  Trustee  may
require a Paying Agent to pay all money held by it to the Property Trustee.  The
Trust at any time may require a Paying  Agent to pay all money held by it to the
Property Trustee and to account for any money disbursed by it. Upon payment over
to the  Property  Trustee,  the  Paying  Agent  (if  other  than the Trust or an
Affiliate of the Trust) shall have no further  liability  for the money.  If the
Trust or the Sponsor or an  Affiliate of the Trust or the Sponsor acts as Paying
Agent,  it shall  segregate and hold in a separate trust fund or account for the
benefit of the Holders all money held by it as Paying Agent.

SECTION 7.6 REPLACEMENT SECURITIES.

            If the  Holder  claims  that a  Security  owned by it has been lost,
destroyed  or  wrongfully  taken  or  if  such  Security  is  mutilated  and  is
surrendered  to the  Trust  or in the  case  of the  Capital  Securities  to the
Property Trustee, the Trust shall issue, an Administrative Trustee shall execute
and the  Property  Trustee  shall  authenticate  a  replacement  Security if the
requirements  of this  Section  7.6 are  satisfied.  An  indemnity  bond must be
provided by the Holder  which,  in the  judgment  of the  Property  Trustee,  is
sufficient to protect the Trustees, the Sponsor or any authenticating agent from
any loss which any of them may suffer if a Security is  replaced.  The Trust may
charge such Holder for its expenses in replacing a Security.

            Every replacement  Security is a substitute  beneficial  interest in
the Trust to the same extent as the original it replaces.

SECTION 7.7    OUTSTANDING CAPITAL SECURITIES.

            (a) The  Capital  Securities  outstanding  at any  time  are all the
Capital  Securities  authenticated  by the  Property  Trustee  except  for those
cancelled by it, those delivered to it for cancellation,  and those described in
this Section as not outstanding.

            (b) If a Capital  Security  is  replaced  (pursuant  to Section  7.6
hereof),  or purchased,  it ceases to be outstanding unless the Property Trustee
receives  proof  satisfactory  to it that  the  replaced  or  purchased  Capital
Security is held by a bona fide  purchaser  satisfying  the  conditions  of this
Declaration, including without limitation the provisions of Article IX hereof.

            (c) If Capital Securities are considered redeemed, including any and
all distributions and liquidation  preferences,  in accordance with the terms of
this  Declaration,  they cease to be outstanding and Distributions on them shall
cease to accumulate.

            (d) A Capital Security does not cease to be outstanding  because one
of the Administrative Trustees, the Sponsor or an Affiliate of the Sponsor holds
the Security.

SECTION 7.8 CAPITAL SECURITIES IN TREASURY.

            In  determining  whether  the  Holders  of the  required  amount  of
Securities  have  concurred  in  any  direction,   waiver  or  consent,  Capital
Securities owned by the Administrative  Trustees, the Sponsor or an Affiliate of
the  Sponsor,  as the case may be,  shall be  disregarded  and  deemed not to be
outstanding,  except that for the purposes of  determining  whether the Property
Trustee  shall be fully  protected in relying on any such  direction,  waiver or
consent,  only Securities which the Property Trustee actually knows are so owned
shall be so disregarded.

SECTION 7.9 TEMPORARY SECURITIES.

            (a)  Until  definitive  Securities  are  ready  for  delivery,   the
Administrative  Trustees may cause to be prepared and execute,  and, in the case
of the Capital  Securities,  the Property Trustee shall  authenticate  temporary
Securities.   Temporary  Securities  shall  be  substantially  in  the  form  of
definitive  Securities but may have variations that the Administrative  Trustees
consider appropriate for temporary  Securities.  Without unreasonable delay, the
Administrative   Trustees  shall  prepare  and,  in  the  case  of  the  Capital
Securities,  the Property Trustee shall  authenticate  definitive  Securities in
exchange for temporary Securities.

            (b) A Global Capital Security  deposited with the Clearing Agency or
with the Property  Trustee as  custodian  for the  Clearing  Agency  pursuant to
Section 7.3 shall be transferred to the beneficial owners thereof in the form of
certificated  Capital Securities only if such transfer complies with Section 9.2
and (i) the Clearing  Agency notifies the Company that it is unwilling or unable
to  continue as Clearing  Agency for such Global  Capital  Security or if at any
time such Clearing Agency ceases to be a "clearing agency"  registered under the
Exchange Act and a clearing  agency is not  appointed  by the Sponsor  within 90
days of such  notice,  (ii) a Default or an Event of Default has occurred and is
continuing or (iii) the  Administrative  Trustees in their sole discretion elect
to cause the issuance of certificated Capital Securities.

            (c)  Any  Global  Capital  Security  that  is  transferable  to  the
beneficial  owners  thereof  in the  form  of  certificated  Capital  Securities
pursuant to this Section 7.9 shall be surrendered by the Clearing  Agency to the
Property  Trustee  located  in  the  City  of  New  York,  New  York,  to  be so
transferred,  in whole or from  time to time in part,  without  charge,  and the
Property Trustee shall  authenticate and make available for delivery,  upon such
transfer of each portion of such Global  Capital  Security,  an equal  aggregate
Liquidation  Amount of  Securities of  authorized  denominations  in the form of
certificated  Capital  Securities.  Any  portion  of a Global  Capital  Security
transferred  pursuant to this Section  shall be  registered in such names as the
Clearing Agency shall direct.  Any Capital  Security in the form of certificated
Capital  Securities  delivered  in exchange  for an  interest in the  Restricted
Global Capital Security shall,  except as otherwise provided by Sections 7.3 and
9.1, bear the Restricted Securities Legend set forth in Exhibit A-1 hereto.

            (d) Subject to the  provisions  of Section  7.9(c),  the Holder of a
Global  Capital  Security may grant proxies and otherwise  authorize any Person,
including Participants and Persons that may hold interests through Participants,
to take any action which such Holder is entitled to take under this  Declaration
or the Securities.

            (e) In the event of the occurrence of any of the events specified in
Section 7.9(b), the Administrative  Trustees will promptly make available to the
Property Trustee a reasonable supply of certificated Capital Securities in fully
registered form without distribution coupons.

SECTION 7.10   CANCELLATION.

            The  Administrative   Trustees  at  any  time  may  deliver  Capital
Securities to the Property Trustee for cancellation. The Registrar, Paying Agent
and Exchange Agent shall forward to the Property Trustee any Capital  Securities
surrendered  to them for  registration  of  transfer,  redemption,  exchange  or
payment.  The Property  Trustee  shall  promptly  cancel all Capital  Securities
surrendered  for  registration  of  transfer,  redemption,   exchange,  payment,
replacement or cancellation and shall dispose of canceled Capital  Securities as
the Administrative Trustees direct, provided that the Property Trustee shall not
be obligated to destroy Capital Securities.  The Trust may not issue new Capital
Securities to replace Capital  Securities that it has redeemed or that have been
delivered  to the  Property  Trustee  for  cancellation  or that any  Holder has
exchanged.

SECTION 7.11 CUSIP NUMBERS.

            The Trust in issuing the Capital  Securities may use "CUSIP" numbers
(if then generally in use),  and, if so, the Property  Trustee shall use "CUSIP"
numbers  in  notices  of  redemption  as a  convenience  to  Holders  of Capital
Securities;  provided that any such notice may state that no  representation  is
made as to the  correctness  of such  numbers  either as printed on the  Capital
Securities  or as contained in any notice of a redemption  and that reliance may
be placed  only on the  other  identification  numbers  printed  on the  Capital
Securities,  and any such  redemption  shall not be affected by any defect in or
omission of such numbers.  The Sponsor will promptly notify the Property Trustee
of any change in the CUSIP numbers.


                                  ARTICLE VIII

                              DISSOLUTION OF TRUST


SECTION 8.1 DISSOLUTION OF TRUST.

            (a)   The Trust shall automatically dissolve:

                  (i)   upon the bankruptcy of the Sponsor;

                  (ii)  upon the  filing  of a  certificate  of  dissolution  or
liquidation or its equivalent with respect to the Sponsor;

                  (iii)  following  the  distribution  of a Like  Amount  of the
Debentures  to the Holders;  provided  that the Property  Trustee has received a
written  notice  from the  Sponsor as the holder of all the  outstanding  Common
Securities  directing  it to  terminate  the Trust  (which  direction  is at the
discretion of the Sponsor,  except as provided below);  provided,  further, that
such distribution is conditioned on the  Administrative  Trustees' receipt of an
opinion by independent  tax counsel  experienced in such matters,  which opinion
may rely on published  rulings of the Internal  Revenue  Service,  to the effect
that the Holders will not recognize  any gain or loss for United States  federal
income  tax  purposes  as a result  of the  dissolution  of the  Trust  and such
distribution of a Like Amount of the Debentures;

                  (iv) upon the entry of a decree of judicial dissolution of the
Trust by a court of competent jurisdiction;

                  (v) when all of the  Securities  shall  have been  called  for
redemption and the amounts necessary for redemption thereof shall have been paid
to the Holders in accordance with the terms of the Securities;

                  (vi) upon the  repayment of the  Debentures or at such time as
no Debentures are outstanding;

                  (vii)  the  expiration  of the term of the Trust  provided  in
Section 3.13; or

                  (viii)  following  the  distribution  of a Like  Amount of the
Debentures to the Holders of the  Securities  pursuant to the terms thereof upon
receipt of a written  notice  from the  Sponsor  that it intends to effect a Tax
Event Maturity Shortening and directing the Administrative  Trustees to dissolve
the Trust and  distribute a Like Amount of the  Debentures to the Holders of the
Securities.

            (b) As soon as is  practicable  after  the  occurrence  of an  event
referred to in Section  8.1(a),  the Trust shall be wound up pursuant to Section
3808 of the  Business  Trust Act and the  Administrative  Trustees  shall file a
certificate  of  cancellation  with  the  Secretary  of  State  of the  State of
Delaware;  provided,  however,  that  in the  event  of any  of  the  events  of
dissolution set forth in Sections 8.1(a)(iii),  (v) or (viii), the provisions of
Section  3808(e) of the Business  Trust Act shall be satisfied in advance of the
making of any payments or  distributions  to Holders of  Securities  pursuant to
this Declaration.

            (c) The  provisions  of Section 3.9 and Article X shall  survive the
dissolution 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,  Capital  Securities  may only be
transferred,  in whole or in part, in accordance  with the terms and  conditions
set  forth in this  Declaration.  Any  transfer  or  purported  transfer  of any
security not made in accordance with this Declaration shall be null and void.

            (c) Subject to Section 3.14, the Sponsor may not transfer the Common
Securities.

            (d) The Registrar  shall provide for the  registration of Securities
and of the transfer of Securities,  which will be effected without charge except
as provided in Section 7.6 hereof, but only upon payment (with such indemnity as
the Registrar may require) in respect of any tax or other  governmental  charges
that may be imposed in  relation  to it.  Upon  surrender  for  registration  of
transfer of any Securities, the Registrar shall cause one or more new Securities
to be issued in the name of the  designated  transferee  or  transferees.  Every
Security  surrendered  for  registration  of transfer  shall be accompanied by a
written  instrument  of  transfer in form  satisfactory  to the  Registrar  duly
executed by the Holder or such  Holder's  attorney  duly  authorized in writing.
Each Security  surrendered for registration of transfer shall be canceled by the
Registrar.  A  transferee  of a  Security  shall be  entitled  to the rights and
subject  to the  obligations  of a Holder  hereunder  upon the  receipt  by such
transferee of a Security. By acceptance of a Security,  each transferee shall be
deemed to have agreed to be bound by this Declaration.

SECTION 9.2 TRANSFER PROCEDURES AND RESTRICTIONS.

            (a) GENERAL.  Except as  otherwise  provided in Section  9.2(c),  if
Capital  Securities  are issued upon the transfer,  exchange or  replacement  of
Capital Securities bearing the Restricted Securities Legend set forth in Exhibit
A-1 hereto, or if a request is made to remove such Restricted  Securities Legend
on  Capital  Securities,  the  Capital  Securities  so  issued  shall  bear  the
Restricted  Securities Legend, or the Restricted  Securities Legend shall not be
removed,  as the case may be,  unless  there is  delivered  to the Trust and the
Property Trustee such satisfactory  evidence,  which shall include an Opinion of
Counsel  licensed to practice law in the State of New York, as may be reasonably
required by the Sponsor and the  Property  Trustee,  that neither the legend nor
the  restrictions  on transfer  set forth  therein  are  required to ensure that
transfers  thereof  are made  pursuant  to an  exception  from the  registration
requirements  of the Securities  Act or, with respect to Restricted  Securities,
that such Securities are not  "restricted"  within the meaning of Rule 144. Upon
provision of such satisfactory  evidence,  the Property Trustee,  at the written
direction of the Administrative Trustees, shall authenticate and deliver Capital
Securities that do not bear the legend.

            (b) TRANSFERS AFTER EFFECTIVENESS OF A REGISTRATION STATEMENT. After
the  effectiveness  of a  Registration  Statement  with  respect to any  Capital
Securities,  all requirements  pertaining to legends on such Capital  Securities
will cease to apply,  and beneficial  interests in a Capital  Security in global
form  without   legends  will  be  available  to  transferees  of  such  Capital
Securities,  upon exchange of the transferring  holder's  Restricted  Definitive
Capital Security or directions to transfer such Holder's  beneficial interest in
the Global  Capital  Security.  No such  transfer or  exchange  of a  Restricted
Definitive  Capital  Security or of an interest in the Global  Capital  Security
shall be effective unless the transferor  delivers to the Trust a certificate in
a form substantially similar to that attached hereto as the "Form of Assignment"
in Exhibit  A-1.  Except as  otherwise  provided  in Section  9.2(m),  after the
effectiveness  of a  Registration  Statement,  the  Trust  shall  issue  and the
Property Trustee, upon a written order of the Trust signed by one Administrative
Trustee,  shall  authenticate  a Capital  Security  in global  form  without the
Restricted  Securities Legend (the  "Unrestricted  Global Capital  Security") to
deposit with the Clearing  Agent to evidence  transfers of beneficial  interests
from the (i) Global  Capital  Security and (ii)  Restricted  Definitive  Capital
Securities.

          (c) TRANSFER  AND  EXCHANGE OF  DEFINITIVE  CAPITAL  SECURITIES.  When
Definitive Capital Securities are presented to the Registrar or co-Registrar:

                  (x) to  register  the  transfer  of  such  Definitive  Capital
Securities or
                  (y) to  exchange  such  Definitive  Capital  Securities  which
became  mutilated,  destroyed,  defaced,  stolen or lost, for an equal number of
Definitive Capital Securities,

the Registrar or  co-Registrar  shall register the transfer or make the exchange
as  requested  if its  reasonable  requirements  for such  transaction  are met;
provided,  however,  that the  Definitive  Capital  Securities  surrendered  for
transfer or exchange:

                  (i)  shall  be  duly  endorsed  or  accompanied  by a  written
instrument  of transfer  in form  reasonably  satisfactory  to the Trust and the
Registrar or  co-Registrar,  duly executed by the Holder thereof or his attorney
duly authorized in writing; and

                  (ii) in the case of  Definitive  Capital  Securities  that are
Restricted Definitive Capital Securities:

                        (A)   if such Restricted Capital Securities are being
delivered  to the  Registrar  by a Holder for  registration  in the name of such
Holder, without transfer, a certification from such Holder to that effect; or

                        (B) if such Restricted Capital Securities are being
transferred:  (x) a  certification  from the transferor in a form  substantially
similar to that attached  hereto as the "Form of Assignment" in Exhibit A-1, and
(y) if the Trust or Registrar so requests,  evidence reasonably  satisfactory to
them as to the  compliance  with the  restrictions  set forth in the  Restricted
Securities Legend.

            (d) RESTRICTIONS ON TRANSFER OF A DEFINITIVE  CAPITAL SECURITY FOR A
BENEFICIAL INTEREST IN A GLOBAL CAPITAL SECURITY.  A Definitive Capital Security
may not be exchanged  for a  beneficial  interest in a Global  Capital  Security
except upon  satisfaction of the requirements  set forth below.  Upon receipt by
the  Property  Trustee  of a  Definitive  Capital  Security,  duly  endorsed  or
accompanied by appropriate  instruments of transfer, in form satisfactory to the
Property Trustee, together with:

                  (i)  if  such  Definitive  Capital  Security  is a  Restricted
Capital Security, a written certificate (in a form substantially similar to that
attached hereto as the "Form of Assignment" in Exhibit A-1); provided,  however,
that such Definitive Capital Security may only be exchanged for an interest in a
Regulation S Global  Security where such  Definitive  Capital  Security is being
transferred pursuant to Regulation S or Rule 144 (if available); and

                  (ii)  whether or not such  Definitive  Capital  Security  is a
Restricted Capital Security, written instructions directing the Property Trustee
to make,  or to direct the Clearing  Agency to make,  an adjustment on its books
and records with respect to the appropriate  Global Capital  Security to reflect
an increase in the number of the Capital  Securities  represented by such Global
Capital Security, then the Property Trustee shall cancel such Definitive Capital
Security and cause, or direct the Clearing Agency to cause, the aggregate number
of Capital Securities  represented by the appropriate Global Capital Security to
be increased accordingly.  If no Global Capital Securities are then outstanding,
the Trust shall issue and the Property Trustee shall authenticate,  upon written
order of any Administrative Trustee, an appropriate number of Capital Securities
in global form.

            (e) TRANSFER AND EXCHANGE OF GLOBAL CAPITAL  SECURITIES.  Subject to
Section  9.2(f),  the  transfer  and exchange of Global  Capital  Securities  or
beneficial  interests  therein shall be effected through the Clearing Agency, in
accordance with this Declaration (including applicable  restrictions on transfer
set forth herein, if any) and the procedures of the Clearing Agency therefor.

            (f) TRANSFER OF A BENEFICIAL  INTEREST IN A GLOBAL CAPITAL  SECURITY
FOR A DEFINITIVE CAPITAL SECURITY.

                  (i) Any  Person  having  a  beneficial  interest  in a  Global
      Capital  Security may upon request,  but only upon 20 days prior notice to
      the Property  Trustee,  and if  accompanied by the  information  specified
      below, exchange such beneficial interest for a Definitive Capital Security
      representing  the same number of Capital  Securities.  Upon receipt by the
      Property  Trustee from the Clearing Agency or its nominee on behalf of any
      Person  having a  beneficial  interest  in a Global  Capital  Security  of
      written  instructions  or such other form of  instructions as is customary
      for the Clearing Agency or the Person designated by the Clearing Agency as
      having such a beneficial  interest in a Restricted  Capital Security and a
      certification from the transferor (in a form substantially similar to that
      attached hereto as the "Form of Assignment" in Exhibit A-1),  which may be
      submitted by facsimile, then the Property Trustee will cause the aggregate
      number of Capital  Securities  represented by Global Capital Securities to
      be reduced on its books and records and,  following  such  reduction,  the
      Administrative  Trustees  will  execute  and  the  Property  Trustee  will
      authenticate   and  make  available  for  delivery  to  the  transferee  a
      Definitive Capital Security.

                  (ii) Definitive  Capital  Securities  issued in exchange for a
      beneficial  interest in a Global Capital Security pursuant to this Section
      9.2(f)  shall  be  registered  in  such  names  and  in  such   authorized
      denominations  as the Clearing Agency,  pursuant to instructions  from its
      Participants  or indirect  participants  or otherwise,  shall instruct the
      Property  Trustee in writing.  The  Property  Trustee  shall  deliver such
      Capital  Securities to the Persons in whose names such Capital  Securities
      are so  registered in accordance  with such  instructions  of the Clearing
      Agency.

            (g)   RESTRICTIONS  ON  TRANSFER  AND  EXCHANGE  OF  GLOBAL  CAPITAL
SECURITIES. Notwithstanding any other provisions of this Declaration (other than
the  provisions  set forth in  subsection  (h) of this  Section  9.2),  a Global
Capital Security may not be transferred as a whole except by the Clearing Agency
to a nominee of the Clearing Agency or another nominee of the Clearing Agency or
by the Clearing  Agency or any such nominee to a successor  Clearing Agency or a
nominee of such successor Clearing Agency.

                  (i)  Prior to the  expiration  of the  restricted  period,  as
      contemplated  by Regulation S,  beneficial  interests in the  Regulation S
      Global Capital  Security may be exchanged for beneficial  interests in the
      Rule  144A  Global  Capital  Security  only if  such  exchange  occurs  in
      connection with a transfer of the Capital Securities pursuant to Rule 144A
      and the  transferor  first  delivers  to the  Property  Trustee  a written
      certificate  (in a form  substantially  similar to that attached hereto as
      the "Form of  Assignment"  in Exhibit  A-1) to the effect that the Capital
      Securities  are  being   transferred  to  a  Person  whom  the  transferor
      reasonably  believes  to be a QIB,  purchasing  for its own account or the
      account of a QIB in a transaction  meeting the  requirements  of Rule 144A
      and in accordance with all applicable securities laws of the states of the
      United States and other jurisdictions

                  (ii)  Beneficial  interests  in the Rule 144A  Global  Capital
      Security may be  transferred to a Person who takes delivery in the form of
      an interest in the Regulation S Global Capital Security, whether before or
      after  the  expiration  of such  restricted  period,  as  contemplated  by
      Regulation  S,  only if the  transferor  first  delivers  to the  Property
      Trustee a written  certificate  (in a form  substantially  similar to that
      attached  hereto as the "Form of Assignment" in Exhibit A-1) to the effect
      that such  transfer  is being made in  accordance  with Rule 903 or 904 of
      Regulation S or Rule 144 (if available) and that, if such transfer  occurs
      prior  to  the  expiration  of  such  restricted   period,   the  interest
      transferred  will be held  immediately  thereafter  through  Euroclear  or
      CEDEL.

            (h) AUTHENTICATION OF DEFINITIVE CAPITAL SECURITIES. If at any time:

            (i)  there  occurs  a  Default  or an  Event  of  Default  which  is
      continuing, or

            (ii) the Administrative  Trustees, in their sole discretion,  notify
      the  Property  Trustee in writing that they elect to cause the issuance of
      Definitive Capital Securities under this Declaration,

then the Administrative  Trustees will execute,  and the Property Trustee,  upon
receipt of a written  order of the Trust  signed by one  Administrative  Trustee
requesting the  authentication  and delivery of Definitive Capital Securities to
the Persons  designated by the Trust,  will  authenticate and make available for
delivery Definitive Capital Securities, equal in number to the number of Capital
Securities  represented by the Global Capital  Securities,  in exchange for such
Global Capital Securities.

            (i)   LEGEND.

            (i)  Except as  permitted  by the  following  paragraph  (ii),  each
      Capital Security certificate  evidencing the Global Capital Securities and
      the Definitive  Capital  Securities (and all Capital  Securities issued in
      exchange therefor or substitution  thereof,  except in the Exchange Offer)
      shall bear a legend (the "Restricted Securities
      Legend") in substantially the following form:

                  THIS  CAPITAL  SECURITY  HAS NOT  BEEN  REGISTERED  UNDER  THE
            SECURITIES  ACT OF 1933,  AS AMENDED (THE  "SECURITIES  ACT") OR ANY
            STATE  SECURITIES  LAWS  OR ANY  OTHER  APPLICABLE  SECURITIES  LAW.
            NEITHER  THIS CAPITAL  SECURITY  NOR ANY  INTEREST OR  PARTICIPATION
            HEREIN  MAY BE  REOFFERED,  SOLD,  ASSIGNED,  TRANSFERRED,  PLEDGED,
            ENCUMBERED  OR  OTHERWISE   DISPOSED  OF  IN  THE  ABSENCE  OF  SUCH
            REGISTRATION  OR UNLESS  SUCH  TRANSACTION  IS EXEMPT  FROM,  OR NOT
            SUBJECT TO, REGISTRATION.

                  THE HOLDER OF THIS CAPITAL  SECURITY BY ITS ACCEPTANCE  HEREOF
            AGREES  NOT TO  OFFER,  SELL  OR  OTHERWISE  TRANSFER  THIS  CAPITAL
            SECURITY,  PRIOR TO THE DATE (THE  "RESALE  RESTRICTION  TERMINATION
            DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE  ORIGINAL  ISSUANCE
            DATE  HEREOF  AND THE LAST  DATE ON  WHICH  THE  CORPORATION  OR ANY
            "AFFILIATE"  OF THE  CORPORATION  WAS  THE  OWNER  OF  THIS  CAPITAL
            SECURITY (OR ANY PREDECESSOR OF THIS CAPITAL SECURITY) EXCEPT (A) TO
            THE CORPORATION,  (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS
            BEEN DECLARED  EFFECTIVE  UNDER THE  SECURITIES  ACT, (C) SO LONG AS
            THIS CAPITAL  SECURITY IS ELIGIBLE FOR RESALE  PURSUANT TO RULE 144A
            UNDER THE SECURITIES  ACT ("RULE  144A"),  TO A PERSON IT REASONABLY
            BELIEVES IS A  "QUALIFIED  INSTITUTIONAL  BUYER" (AS DEFINED IN RULE
            144A) THAT  PURCHASES  FOR ITS OWN  ACCOUNT OR FOR THE  ACCOUNT OF A
            QUALIFIED  INSTITUTIONAL  BUYER TO WHOM  NOTICE  IS  GIVEN  THAT THE
            TRANSFER  IS BEING MADE IN RELIANCE  ON RULE 144A,  (D)  PURSUANT TO
            OFFERS AND SALES TO NON-U.S.  PERSONS THAT OCCUR  OUTSIDE THE UNITED
            STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES  ACT,
            (E) TO AN INSTITUTIONAL  "ACCREDITED INVESTOR" WITHIN THE MEANING OF
            SUBPARAGRAPH  (A)(1),  (2),  (3)  OR  (7)  OF  RULE  501  UNDER  THE
            SECURITIES ACT THAT IS ACQUIRING  THIS CAPITAL  SECURITY FOR ITS OWN
            ACCOUNT,  OR FOR THE  ACCOUNT  OF SUCH AN  INSTITUTIONAL  ACCREDITED
            INVESTOR,  FOR  INVESTMENT  PURPOSES  AND NOT WITH A VIEW TO, OR FOR
            OFFER OR SALE IN CONNECTION  WITH, ANY  DISTRIBUTION IN VIOLATION OF
            THE SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION
            FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT, SUBJECT
            TO THE  RIGHT OF THE  TRUST  AND THE  CORPORATION  PRIOR TO ANY SUCH
            OFFER,  SALE OR TRANSFER  (i)  PURSUANT TO CLAUSE (D), (E) OR (F) TO
            REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR
            OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (ii) PURSUANT TO
            CLAUSE (E), TO REQUIRE  THAT A  CERTIFICATE  OF TRANSFER IN THE FORM
            APPEARING ON THE REVERSE OF THIS CAPITAL  SECURITY IS COMPLETED  AND
            DELIVERED BY THE TRANSFEREE TO THE TRUST. SUCH HOLDER FURTHER AGREES
            THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS CAPITAL SECURITY IS
            TRANSFERRED A NOTICE

and in the case of the Regulation S Global Capital Security

                  THIS  CAPITAL  SECURITY  HAS NOT  BEEN  REGISTERED  UNDER  THE
            SECURITIES  ACT AND MAY NOT BE  OFFERED  OR SOLD  WITHIN  THE UNITED
            STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.  PERSONS UNLESS
            REGISTERED  UNDER  THE  SECURITIES  ACT  OR AN  EXEMPTION  FROM  THE
            REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE.

            (ii) Upon any sale or  transfer  of a  Restricted  Capital  Security
      (including any Restricted Capital Security represented by a Global Capital
      Security)  pursuant  to an  effective  registration  statement  under  the
      Securities Act or pursuant to Rule 144 under the Securities Act after such
      registration statement ceases to be effective:

                  (A) in the case of any Restricted  Capital  Security that is a
            Definitive  Capital Security,  the Registrar shall permit the Holder
            thereof  to  exchange  such  Restricted   Capital   Security  for  a
            Definitive  Capital  Security  that  does not  bear  the  Restricted
            Securities  Legend and rescind any  restriction  on the  transfer of
            such Restricted Capital Security; and

                  (B) in the case of any  Restricted  Capital  Security  that is
            represented by a Global Capital Security, the Registrar shall permit
            the Holder of such Global  Capital  Security to exchange such Global
            Capital  Security for another Global Capital  Security that does not
            bear the Restricted Securities Legend.

            (j) CANCELLATION OR ADJUSTMENT OF GLOBAL CAPITAL  SECURITY.  At such
time as all beneficial  interests in a Global Capital  Security have either been
exchanged for  Definitive  Capital  Securities  to the extent  permitted by this
Declaration or redeemed, repurchased or canceled in accordance with the terms of
this Declaration, such Global Capital Security shall be returned to the Clearing
Agency for cancellation or retained and canceled by the Property Trustee. At any
time prior to such cancellation,  if any beneficial interest in a Global Capital
Security is exchanged for  Definitive  Capital  Securities,  Capital  Securities
represented by such Global  Capital  Security shall be reduced and an adjustment
shall be made on the books and  records of the  Property  Trustee (if it is then
the  custodian  for such Global  Capital  Security)  with respect to such Global
Capital  Security,  by the  Property  Trustee or the  Securities  custodian,  to
reflect such reduction.

            (k)  OBLIGATIONS  WITH RESPECT TO TRANSFERS AND EXCHANGES OF CAPITAL
SECURITIES.

            (i)  To  permit  registrations  of  transfers  and  exchanges,   the
      Administrative  Trustees  shall  execute and the  Property  Trustee  shall
      authenticate  Definitive  Capital Securities and Global Capital Securities
      at the Registrar's or co-Registrar's  request in accordance with the terms
      of this Declaration.

            (ii)  Subject to Section 7.6 hereof,  registrations  of transfers or
      exchanges  will be effected  without  charge,  but only upon payment (with
      such  indemnity as the Trust or the Sponsor may require) in respect of any
      tax or other governmental charge that may be imposed in relation to it.

            (iii)  The  Registrar  or  co-Registrar  shall  not be  required  to
      register  the transfer of or exchange of (a) Capital  Securities  during a
      period  beginning  at the  opening of  business  15 days before the day of
      mailing of a notice of  redemption  or any notice of  selection of Capital
      Securities  for  redemption and ending at the close of business on the day
      of such mailing; or (b) any Capital Security so selected for redemption in
      whole or in part,  except the unredeemed  portion of any Capital  Security
      being redeemed in part.

            (iv) Prior to the due  presentation  for registration of transfer of
      any Capital Security,  the Trust, the Property Trustee,  the Paying Agent,
      the Registrar or any  co-Registrar  may deem and treat the Person in whose
      name a Capital  Security  is  registered  as the  absolute  Holder of such
      Capital  Security  for the  purpose  of  receiving  Distributions  on such
      Capital  Security and for all other purposes  whatsoever,  and none of the
      Trust,  the  Property  Trustee,  the Paying  Agent,  the  Registrar or any
      co-Registrar shall be affected by notice to the contrary.

            (v) All Capital  Securities issued upon any transfer pursuant to the
      terms of this  Declaration  shall  evidence the same security and shall be
      entitled  to the same  benefits  under  this  Declaration  as the  Capital
      Securities surrendered upon such transfer or exchange.

            (l)   NO OBLIGATION OF THE PROPERTY TRUSTEE.

            (i) The Property Trustee shall have no  responsibility or obligation
      to any beneficial owner of a Global Capital Security, a Participant in the
      Clearing  Agency or other  Person  with  respect  to the  accuracy  of the
      records  of the  Clearing  Agency  or its  nominee  or of any  Participant
      thereof,  with respect to any ownership interest in the Capital Securities
      or with respect to the delivery to any  Participant,  beneficial  owner or
      other Person (other than the Clearing Agency) of any notice (including any
      notice of redemption) or the payment of any amount,  under or with respect
      to such Capital Securities.  All notices and communications to be given to
      the  Holders  and all  payments  to be made to Holders  under the  Capital
      Securities  shall  be  given  or made  only to or upon  the  order  of the
      registered  Holders (which shall be the Clearing  Agency or its nominee in
      the case of a Global Capital Security). The rights of beneficial owners in
      any Global  Capital  Security shall be exercised only through the Clearing
      Agency  subject to the  applicable  rules and  procedures  of the Clearing
      Agency.  The  Property  Trustee may  conclusively  rely and shall be fully
      protected in relying upon information  furnished by the Clearing Agency or
      any agent  thereof with  respect to its  Participants  and any  beneficial
      owners.

            (ii) The Property  Trustee and Registrar shall have no obligation or
      duty  to  monitor,   determine  or  inquire  as  to  compliance  with  any
      restrictions  on  transfer   imposed  under  this   Declaration  or  under
      applicable law with respect to any transfer of any interest in any Capital
      Security  (including  any  transfers  between  or  among  Clearing  Agency
      Participants  or beneficial  owners in any Global Capital  Security) other
      than to require delivery of such  certificates and other  documentation or
      evidence as are expressly  required by, and to do so if and when expressly
      required  by, the terms of this  Declaration,  and to examine  the same to
      determine substantial  compliance as to form with the express requirements
      hereof.

            (m) EXCHANGE OF INITIAL  CAPITAL  SECURITIES  FOR  EXCHANGE  CAPITAL
SECURITIES.  The  Initial  Capital  Securities  may be  exchanged  for  Exchange
Securities  pursuant to the terms of the Exchange  Offer.  The Property  Trustee
shall make the exchange as follows:

            (i) The Sponsor shall present the Property Trustee with an Officers'
      Certificate certifying the following:

                  (A)   the Registration Statement has become effective; and

                  (B) the number of Initial Capital Securities properly tendered
            in the  Exchange  Offer  that are  represented  by a Global  Capital
            Security  and the  number of  Initial  Capital  Securities  properly
            tendered in the Exchange  Offer that are  represented  by Definitive
            Capital  Securities,  the  name of each  Holder  of such  Definitive
            Capital  Securities,  the liquidation  amount of Capital  Securities
            properly  tendered in the Exchange Offer by each such Holder and the
            name and address to which Definitive Capital Securities for Exchange
            Capital  Securities  shall be  registered  and  sent  for each  such
            Holder.

            (ii)  The  Property  Trustee  upon  receipt  of (A)  such  Officers'
      Certificate, (B) an Opinion of Counsel (x) to the effect that the Exchange
      Capital  Securities have been registered under Section 5 of the Securities
      Act and the  Indenture),  has been qualified under the Trust Indenture Act
      and (y) with  respect  to the  matters  set forth in  Section  3(p) of the
      Registration  Rights  Agreement and (C) a Company Order (as defined in the
      Indenture),  shall authenticate (I) a Global Capital Security for Exchange
      Capital Securities in aggregate  liquidation amount equal to the aggregate
      liquidation amount of Initial Capital  Securities  represented by a Global
      Capital  Security  indicated in such Officers'  Certificate as having been
      properly  tendered and (II)  Definitive  Capital  Securities  representing
      Exchange  Capital  Securities  registered  in  the  names  of,  and in the
      liquidation amounts indicated in such Officers' Certificate.

            (iii) If, upon consummation of the Exchange Offer, less than all the
      outstanding  Initial Capital  Securities shall have been properly tendered
      and not withdrawn,  the Property  Trustee shall make an endorsement on the
      Global  Capital  Security for Initial  Capital  Securities  indicating the
      reduction  in the  number and  aggregate  liquidation  amount  represented
      thereby as a result of the Exchange Offer.

            (iv) The Trust shall deliver such Definitive  Capital Securities for
      Exchange  Capital  Securities to the Holders  thereof as indicated in such
      Officers' Certificate.

            (n)  MINIMUM  TRANSFERS.  Initial  Capital  Securities  may  only be
transferred in minimum  blocks of $100,000  aggregate  Liquidation  Amount until
such  Initial  Capital  Securities  are  registered  pursuant  to  an  effective
registration  statement filed under the Securities Act or become  "unrestricted"
pursuant to Rule 144 under the Securities Act.

            (o)  INDEMNITY;  ERISA.  Each  Holder  of the  Securities  agrees to
indemnify the Sponsor and the Property  Trustee  against any liability  that may
result from the transfer,  exchange or assignment of such Holder's Securities in
violation of any provision of this Declaration  and/or  applicable United States
federal or state securities law.

            Subject to this Article,  Securities  shall be freely  transferable.
Notwithstanding the foregoing,  Securities may not be acquired by any Person who
is, or who, in  acquiring  such  Securities  is using the assets of, an employee
benefit plan subject to the Employee  Retirement Income Security Act of 1974, as
amended  ("ERISA  Plan"),  unless the  acquisition  of such  Securities is not a
"Prohibited  Transaction" (within the meaning of Section 406 of ERISA or Section
4975  of the  Code)  or  one  of the  following  class  exemptions  (or  another
applicable exemption) is available to the ERISA Plan: (i) Prohibited Transaction
Class Exemption 90-1 ("PTE 90-1"),  regarding  investments by insurance  company
pooled  separate  accounts,  (ii) Prohibited  Transaction  Class Exemption 91-38
("PTE 91-38"),  regarding investments by bank collective investment funds, (iii)
Prohibited   Transaction   Class  Exemption   84-14  ("PTE  84-14"),   regarding
transactions effected by qualified professional asset managers,  (iv) Prohibited
Transaction Class Exemption 96-23 ("PTE 96-23"), regarding transactions effected
by in-house asset managers, or (v) Prohibited  Transaction Class Exemption 95-60
("PTE 95-60"),  regarding investments by insurance company general accounts. The
acquisition of Capital Securities by any Person who is, or who in acquiring such
Capital  Securities  is using the  assets  of, an ERISA  Plan shall be deemed to
constitute  a  representation  by  such  Person  to  the  Trust  that,  if  such
acquisition or the holding of Capital Securities by such Person would constitute
a Prohibited Transaction, such Person is eligible for exemptive relief available
pursuant to either one of PTE 90-1, PTE 91-38,  PTE 84-14,  PTE 96-23, PTE 95-60
or another  applicable  exemption with respect to the acquisition and holding of
such  Securities.  To avoid Prohibited  Transactions,  any ERISA Plan purchasing
Capital  Securities  will be deemed to have  directed the Trust to invest in the
Debentures and to have appointed the Trustees.

SECTION 9.3    DEEMED SECURITY HOLDERS.

            The Trustees  may treat the Person in whose name any Security  shall
be  registered  on the books and records of the Trust as the sole Holder of such
Security  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  Security on the part of any Person,  whether
or not the Trust shall have actual or other notice thereof.

SECTION 9.4    BOOK ENTRY INTERESTS.

            (a) Global Capital  Securities  shall initially be registered on the
books and  records  of the Trust in the name of Cede & Co.,  the  nominee of the
Clearing  Agency,  and no  Capital  Security  Beneficial  Owner  will  receive a
definitive  Capital  Security  Certificate  representing  such Capital  Security
Beneficial  Owner's  interests  in such  Global  Capital  Securities,  except as
provided in Section 9.2. Unless and until definitive,  fully registered  Capital
Securities  certificates  have been  issued to the Capital  Security  Beneficial
Owners pursuant to Section 9.2:

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

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

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

            (iv) the rights of the Capital Security  Beneficial  Owners shall be
      exercised  only through the Clearing  Agency and shall be limited to those
      established by law and agreements between such Capital Security Beneficial
      Owners and the Clearing Agency and/or the Clearing Agency Participants and
      receive and transmit payments of Distributions on the Global  Certificates
      to such Clearing Agency  Participants.  DTC will make book entry transfers
      among the Clearing Agency Participants.

SECTION 9.5 NOTICES TO CLEARING AGENCY.

            Whenever a notice or other  communication  to the  Capital  Security
Holders is required  under this  Declaration,  the Trustees  shall give all such
notices and communications specified herein to be given to the Holders of Global
Capital Security to the Clearing Agency, and shall have no notice obligations to
the Capital 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 Capital Securities the Administrative
Trustees may, in their sole discretion, appoint a successor Clearing Agency with
respect to such Capital Securities.


                                    ARTICLE X

                           LIMITATION OF LIABILITY OF
                  HOLDERS OF SECURITIES, TRUSTEES OR OTHERS


SECTION 10.1   LIABILITY.

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

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

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

            (b) The Sponsor 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 ss.  3803(a) of the Business  Trust Act, the Holders
of the Capital  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 any such loss,  damage or
claim  incurred  by reason of such  Indemnified  Person's  gross  negligence  or
willful misconduct with respect to such acts or omissions.

            (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; 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.

SECTION 10.4   INDEMNIFICATION.

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

            (iv)  Any  indemnification  under  paragraphs  (i) and  (ii) of this
      Section 10.4(a) (unless ordered by a court) shall be made by the Debenture
      Issuer only as authorized in the specific case upon a  determination  that
      indemnification  of  the  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.

            (v) Expenses (including  attorneys' fees and expenses) incurred by a
      Company  Indemnified  Person in  defending  or  participating  in a civil,
      criminal,  administrative  or  investigative  action,  suit or  proceeding
      referred to in  paragraphs  (i) and (ii) of this Section  10.4(a) shall be
      paid by the Debenture  Issuer in advance of the final  disposition of such
      action,  suit or proceeding upon receipt of an undertaking by or on behalf
      of such  Company  Indemnified  Person  to repay  such  amount  if it shall
      ultimately be determined  that he is not entitled to be indemnified by the
      Debenture  Issuer as authorized in this Section  10.4(a).  Notwithstanding
      the  foregoing,  no  advance  shall be made by the  Debenture  Issuer if a
      determination  is reasonably  and promptly made (1) by the  Administrative
      Trustees by a majority  vote of a quorum of  disinterested  Administrative
      Trustees, (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) the Common Security
      Holder  of  the  Trust,   that,   based  upon  the  facts   known  to  the
      Administrative Trustees, counsel or the Common Security Holder at the time
      such  determination is made, such Company  Indemnified Person acted in bad
      faith or in a manner that such Person did not reasonably  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 his duty to the Trust or its Common
      Security Holders or Capital Security Holders.

            (vi) 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
      Debenture Issuer or Common Security Holders or Capital Security Holders of
      the Trust or otherwise,  both as to action in their official  capacity and
      as to action in another capacity while holding such office.  All rights to
      indemnification  under this Section 10.4(a) shall be deemed to be provided
      by a contract  between the Debenture  Issuer and each 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.

            (vii) The  Debenture  Issuer 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  Debenture  Issuer would have the power to indemnify  him against such
      liability under the provisions of this Section 10.4(a).

            (viii) 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.

            (ix) 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) The  Debenture  Issuer  agrees  to  indemnify  the (i)  Property
Trustee, (ii) the Delaware Trustee,  (iii) any Affiliate of the Property Trustee
and the  Delaware  Trustee,  and (iv)  any  officers,  directors,  shareholders,
members, partners, employees' representatives, custodians, nominees or agents of
the  Property  Trustee  and the  Delaware  Trustee  (each of the  Persons in (i)
through (iv) being referred to as a "Fiduciary  Indemnified Person") for, and to
hold each  Fiduciary  Indemnified  Person  harmless  against,  any and all loss,
liability,  damage,  claim or expense including taxes (other than taxes based on
the  income  of  such  Fiduciary  Indemnified  Person)  incurred  without  gross
negligence or bad faith on its part,  arising out of or in  connection  with the
acceptance or  administration  of the trust or trusts  hereunder,  including the
costs and expenses  (including  reasonable legal fees and expenses) of defending
itself against or  investigating  any claim or liability in connection  with the
exercise or performance of any of its powers or duties hereunder. The obligation
to indemnify as set forth in this Section 10.4(b) shall survive the satisfaction
and discharge of this Declaration.

            (c)  Each  Indemnified  Person  shall  give  prompt  notice  to each
indemnifying  party from whom  indemnification is to be sought hereunder by such
Indemnified  Person of any action  threatened or commenced against it in respect
of which any  indemnity  is sought  hereunder,  enclosing  a copy of all  papers
served on, and notices and demands  delivered to, such  Indemnified  Person,  if
any,  but failure to so notify an  indemnifying  party  shall not  relieve  such
indemnifying party from any liability which it may have under this Section 10.4,
except to the extent  that it is  materially  prejudiced  by such  failure.  The
indemnifying party shall be entitled to assume the defense of any such action or
proceeding with counsel  reasonably  satisfactory to the Indemnified  Person who
shall not, except with the consent of such Indemnified  Person be counsel to the
indemnifying  party. Upon assumption by the indemnifying party of the defense of
any such action or proceeding,  the  Indemnified  Person shall have the right to
participate in such action or proceeding and to retain its own counsel,  but the
indemnifying  party  shall  not  be  liable  for  any  legal  fees  or  expenses
subsequently  incurred by such Indemnified Person in connection with the defense
thereof  unless  (i) the  indemnifying  party  has  agreed  to pay such fees and
expenses,  (ii) the  indemnifying  party  shall  have  failed to employ  counsel
reasonably  satisfactory to the Indemnified  Person in a timely manner, or (iii)
the  Indemnified  Person  shall have been  advised by counsel  (who shall not be
employed by such Indemnified Person and who shall be reasonably  satisfactory to
the indemnifying party) that such  representation  would constitute an actual or
potential conflict of interests for counsel selected by the indemnifying  party.
The  indemnifying  party  shall not  consent to the terms of any  compromise  or
settlement of any action defended by the  indemnifying  party in accordance with
the  foregoing  without the prior  consent of the  Indemnified  Person,  and the
Indemnified  Person  shall  not  consent  to  the  terms  of any  compromise  or
settlement of any action being defended by the indemnifying  party in accordance
with  the  foregoing  without  the  prior  consent  of the  indemnifying  party.
Notwithstanding  the  immediately   preceding  sentence,   if  at  any  time  an
Indemnified  Person shall have requested an indemnifying  party to reimburse the
Indemnified  Person for fees and expenses of counsel as contemplated  above, the
indemnifying  party  agrees  that it shall be liable for any  settlement  of any
proceeding  effected  without  its  written  consent if (i) such  settlement  is
entered into more than thirty  business days after receipt by such  indemnifying
party of the aforesaid request and (ii) such  indemnifying  party shall not have
reimbursed the  Indemnified  Person in accordance with such request prior to the
date of such settlement.

SECTION 10.5 OUTSIDE BUSINESSES.

            Any  Covered  Person,  the  Sponsor,  the  Delaware  Trustee and the
Property Trustee may engage in or possess an interest in other business ventures
of  any  nature  or  description,  independently  or  with  others,  similar  or
dissimilar  to the  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 or its Affiliates.


                                   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 of account,
records and supporting documents, which shall reflect in reasonable detail, each
transaction  of the  Trust.  The books of  account  shall be  maintained  on the
accrual method of accounting,  in accordance with generally accepted  accounting
principles,  consistently  applied.  The Trust shall use the  accrual  method of
accounting for United States federal income tax purposes.

            (b) The  Administrative  Trustees  shall  cause to be  prepared  and
delivered to each of the Holders of Securities,  within 90 days after the end of
each Fiscal Year of the Trust,  unaudited  annual  financial  statements  of the
Trust, including a balance sheet of the Trust as of the end of such Fiscal Year,
and the related  statements  of income or loss for such Fiscal Year  prepared in
accordance with generally accepted accounting  principles;  provided that if the
Trust is required to comply with the periodic reporting requirements of Sections
13(a) or 15(d) of the Exchange Act, such  financial  statements  for such Fiscal
Year shall be examined and reported on by a firm of independent certified public
accountings selected by the Administrative  Trustees (which firm may be the firm
used by the Sponsor).

            (c) The Administrative  Trustees shall cause to be duly prepared and
delivered to each of the Holders of Securities, any annual United States federal
income  tax  information  statement,  required  by  the  Code,  containing  such
information with regard to the Securities held by each Holder as is required and
at such time as is required by the Code and the Treasury Regulations.

            (d) The Administrative  Trustees shall cause to be duly prepared and
filed with the  appropriate  taxing  authority,  an annual United States federal
income tax return,  on a Form 1041 or such other form  required by United States
federal  income tax law, and any other annual income tax returns  required to be
filed by the  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 of funds
in respect of the Debentures held by the Property Trustee 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  signatories  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:

            (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 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),

      provided, however, that the Property Trustee shall not be required to sign
      any such  amendment,  to the extent the result of such amendment  would be
      to:

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

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

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

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

            (d)  Sections  3.14(c) and 9.1(c) and this Section 12.1 shall not be
amended without the consent of all of the Holders of the Securities;

            (e)  Article  IV shall not be  amended  without  the  consent of the
Holders of a Majority in Liquidation Amount of the Common Securities, and;

            (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 Property Trustee, the Administrative Trustees and the Sponsor without the
consent of the Holders of the Securities to:

            (i) cure any ambiguity,  correct or supplement any provision in this
      Declaration  that may be  inconsistent  with any other  provision  of this
      Declaration  or to make any other  provisions  with  respect to matters or
      questions  arising under this Declaration  which shall not be inconsistent
      with the other provisions of the Declaration;

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

            (iii) to qualify or maintain  qualification  of this  Declaration of
      Trust under the Trust Indenture Act;

provided,  however, that in each case, such action shall not adversely affect in
any  material  respect  the  interests  of the  Holders of the  Securities.  Any
amendments of this  Declaration  shall become  effective  when notice thereof is
sent to the Holders of the Securities.

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  Capital
Securities are listed or admitted for trading. The Administrative Trustees shall
call a meeting of the  Holders of such class if directed to do so by the Holders
of at  least  10% in  Liquidation  Amount  of such  class  of  Securities.  Such
direction  shall be given by  delivering to the  Administrative  Trustees one or
more  notices  in a writing  stating  that the  signing  Holders  wish to call a
meeting and indicating the general or specific  purpose for which the meeting is
to be called.  Any  Holders  calling a meeting  shall  specify  in  writing  the
Security Certificates held by the Holders exercising the right to call a meeting
and only those Securities specified shall be counted for purposes of determining
whether  the  required  percentage  set  forth in the  second  sentence  of this
paragraph has been met.

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

            (i)  notice of any such  meeting  shall be given to all the  Holders
      having a right to vote  thereat  at least  seven days and not more than 60
      days before the date of such meeting. Whenever a vote, consent or approval
      of the Holders is  permitted  or required  under this  Declaration  or the
      rules of any stock exchange on which the Capital  Securities are listed or
      admitted  for  trading,  such vote,  consent or approval may be given at a
      meeting of the  Holders.  Any action that may be taken at a meeting of the
      Holders may be taken without a meeting if a consent or consents in writing
      setting forth the action so taken is signed by the Holders owning not less
      than the minimum amount of Securities in Liquidation  Amount that would be
      necessary  to  authorize  or take such  action  at a meeting  at which all
      Holders  having a right to vote thereon  were  present and voting.  Prompt
      notice of the  taking of  action  without a meeting  shall be given to the
      Holders  entitled  to  vote  who  have  not  consented  in  writing.   The
      Administrative  Trustees may specify that any written ballot  submitted to
      the 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 may  authorize any Person to act for it by proxy on
      all  matters  in which a Holder  is  entitled  to  participate,  including
      waiving notice of any meeting, or voting or participating at a meeting. No
      proxy  shall be valid  after the  expiration  of 11  months  from the date
      thereof  unless  otherwise  provided  in the proxy.  Every  proxy shall be
      revocable at the pleasure of the Holder  executing it. Except as otherwise
      provided herein, all matters relating to the giving, voting or validity of
      proxies shall be governed by the General  Corporation  Law of the State of
      Delaware relating to proxies, and judicial interpretations  thereunder, as
      if the Trust were a Delaware corporation and the Holders were stockholders
      of a Delaware corporation;

            (iii)  each  meeting  of  the  Holders  shall  be  conducted  by the
      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
      exchange  on which the  Capital  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,
      including notice of the time, place or purpose of any meeting at which any
      matter is to be voted on by any Holders, waiver of any such notice, action
      by consent without a meeting,  the  establishment of a record date, quorum
      requirements,  voting  in  person  or by proxy or any  other  matter  with
      respect to the exercise of any such right to vote.


                                  ARTICLE XIII

                       REPRESENTATIONS OF 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 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 New York  banking  corporation  with
trust powers and authority to execute and deliver,  and to carry out and perform
its obligations under the terms of, this Declaration;

            (b) The execution,  delivery and performance by the 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  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);

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

            (d) No consent,  approval or authorization  of, or registration with
or notice to, any New York or federal  banking  authority  is  required  for the
execution, delivery and performance by the Property Trustee of this 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 duly organized,  validly existing and in
good  standing  under the laws of the State of  Delaware,  with trust  power and
authority to execute and deliver,  and to carry out and perform its  obligations
under the terms of, this Declaration;

            (b) The execution,  delivery and performance by the Delaware Trustee
of this  Declaration has been duly authorized by all necessary  corporate action
on the part of the Delaware Trustee. This Declaration has been duly executed and
delivered by the Delaware  Trustee and  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) The execution,  delivery and performance of this  Declaration by
the  Delaware  Trustee  does not  conflict  with or  constitute  a breach of the
charter or by-laws of the Delaware Trustee;

            (d) 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; and

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


                                   ARTICLE XIV

                               REGISTRATION RIGHTS


SECTION 14.1   REGISTRATION RIGHTS AGREEMENT; ADDITIONAL INTEREST.

            (a) The Holders of the Capital  Securities,  the  Debentures and the
Capital Securities Guarantee  (collectively,  the "Registrable  Securities") are
entitled to the benefits of a  Registration  Rights  Agreement.  Pursuant to the
Registration  Rights  Agreement,  the  Sponsor and the Trust have agreed for the
benefit of the Holders of  Registrable  Securities  that:  (i) they will, at the
Sponsor's cost, within 150 days after February 5, 1998 (the "Issue Date"),  file
a registration statement (the "Exchange Registration  Statement") relating to an
Exchange  Offer  pursuant  to which each issuer of such  respective  Registrable
Securities would issue amounts of such Registrable Securities as are accepted in
the Exchange Offer which shall be identical in all respects to those  exchanged,
except  they will  have been  registered  under the  Securities  Act and will no
longer be subject  to  transfer  restrictions  under the  Securities  Act or the
$100,000 minimum aggregate principal or liquidation amount transfer  restriction
and, if required  pursuant to the terms of the  Registration  Rights  Agreement,
file a shelf registration  statement (the "Shelf  Registration  Statement") with
the Commission with respect to resales of the Registrable Securities,  (ii) they
will use their best efforts to cause such Exchange Registration Statement and/or
Shelf Registration  Statement, as the case requires, to be declared effective by
the  Commission  within  180 days  after the Issue  Date and (iii) they will use
their  best  efforts  to  maintain  the Shelf  Registration  Statement,  if any,
continuously  effective under the Securities Act until the second anniversary of
the effectiveness of the Shelf Registration Statement or such earlier date as is
provided in the Registration Rights Agreement (the "Effectiveness  Period"). All
references herein to such Registrable  Securities shall be deemed to include, as
the context may require,  the Registrable  Securities into which such Securities
have  been   exchanged   pursuant  to  the  Exchange   Registration   ("Exchange
Securities") and all reference to numbers or amounts of such Securities shall be
deemed to include, as the context may require, such Exchange Securities.

            (b) If (i) (A) neither the Exchange Offer Registration Statement nor
      a Shelf Registration Statement is filed with the Commission on or prior to
      the  150th  day after the  Issue  Date,  or (B)  notwithstanding  that the
      Debenture  Issuer and the Trust have  consummated  or will  consummate  an
      Exchange Offer,  the Debenture Issuer and the Trust are required to file a
      Shelf Registration  Statement and such Shelf Registration Statement is not
      filed  on or  prior  to  the  date  required  by the  Registration  Rights
      Agreement,  then  commencing on the day after either such required  filing
      date,  Additional  Interest  shall accrue on the  principal  amount of the
      Debentures,   and  additional   Distributions   shall  accumulate  on  the
      Liquidation Amount of the Capital Securities at a rate of 0.25% per annum;
      or

            (ii) (A) neither the Exchange  Offer  Registration  Statement  nor a
      Shelf Registration Statement is declared effective by the Commission on or
      prior to the 180th day after the Issue  Date or (B)  notwithstanding  that
      the Debenture  Issuer and the Trust have consummated or will consummate an
      Exchange Offer,  the Debenture Issuer and the Trust are required to file a
      Shelf Registration  Statement and such Shelf Registration Statement is not
      declared  effective by the  Commission  on or prior to the 180th day after
      the Issue Date,  then,  commencing  on the 181st day after the Issue Date,
      Additional   Interest  shall  accrue  on  the  principal   amount  of  the
      Debentures,   and  additional   Distributions   shall  accumulate  on  the
      Liquidation Amount of the Capital Securities at a rate of 0.25% per annum;
      or

            (iii) (A) the Trust has not exchanged  Exchange  Capital  Securities
      for all  Capital  Securities  or the  Debenture  Issuer has not  exchanged
      Exchange Guarantees or Exchange Subordinated Debentures for all Guarantees
      or Subordinated  Debentures validly tendered, in accordance with the terms
      of the Exchange  Offer on or prior to the 30th day after the date on which
      the Exchange Offer Registration Statement was declared effective or (B) if
      applicable,  the Shelf Registration  Statement has been declared effective
      and such Shelf  Registration  Statement ceases to be effective at any time
      prior to the third anniversary of the Issue Date or such shorter period as
      may be  referred to in Rule 144(k)  under the  Securities  Act (other than
      after such time as all Capital Securities have been disposed of thereunder
      or otherwise cease to be Registrable Securities), then Additional Interest
      shall accrue on the principal  amount of the  Debentures,  and  additional
      Distributions  shall  accumulate on the Liquidation  Amount of the Capital
      Securities,  at a rate of 0.25% per annum  commencing  on (x) the 31st day
      after such effective  date, in the case of (A) above,  or (y) the day such
      Shelf  Registration  Statement  ceases to be  effective in the case of (B)
      above;

provided,  however, that neither the Additional Interest rate on the Debentures,
nor the additional  Distributions  rate on the Liquidation Amount of the Capital
Securities,  may exceed in the  aggregate  0.25% per annum;  provided,  further,
however,  that (1) upon the filing of the Exchange Offer Registration  Statement
or a Shelf Registration Statement (in the case of Section 14.1(b)(i)),  (2) upon
the  effectiveness  of the  Exchange  Offer  Registration  Statement  or a Shelf
Registration  Statement  (in the case of  Section  14.1(b)(ii),  or (3) upon the
exchange  of Exchange  Capital  Securities,  Exchange  Guarantees  and  Exchange
Subordinated Debentures for all Capital Securities,  Guarantees and Subordinated
Debentures  tendered  (in the  case of  Section  14.1(b)(iii)(A)),  or upon  the
effectiveness  of the Shelf  Registration  Statement  which had ceased to remain
effective (in the case of Section  14.1(b)(iii)(B)),  Additional Interest on the
Debentures,  and  additional  Distributions  on the  Liquidation  Amount  of the
Capital  Securities  as a  result  of this  Section  14.1(b)  (or  the  relevant
subclause thereof), as the case may be, shall cease to accumulate.

            (g) Any amounts of Additional Interest and additional  Distributions
due pursuant to Sections 14.1(b)(i), (ii) or (iii) above will be payable in cash
on April 15 and  October  15 of each year to the  Holders on the  fifteenth  day
preceding the relevant Distribution date; provided, however, that the payment of
such amounts may be deferred during any Extension Period.


                                   ARTICLE XV

                                  MISCELLANEOUS


SECTION 15.1   NOTICES.

            (a)  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:

            (i) 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):

                  Orion Capital Trust II
                  9 Farm Springs Road
                  Farmington, CT 06032
                  Facsimile No. (860) 674-6890
                  Attention:  Michael P. Maloney, Esq.
                              Administrative Trustee

            (ii) 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):

                  The Bank of New York (Delaware)
                  101 Barclay Street, Floor 21W
                  New York, NY 10286
                  Facsimile No. (212) 815-5915
                  Attention:  Corporate Trust Administration

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

                  The Bank of New York
                  101 Barclay Street, Floor 21W
                  New York, NY 10286
                  Facsimile No. (212) 815-5915
                  Attention:  Corporate Trust Administration

            (iv) 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):

                  Orion Capital Corporation
                  9 Farm Springs Road
                  Farmington, CT 06032
                  Facsimile No. (860) 674-6890
                  Attention: Michael P. Maloney, Esq.
                             Senior Vice President, General
                              Counsel and Secretary

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

            (b) 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 15.2 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;  provided,  however,  that the  provisions of 12
Del.  C.  ss.ss.  3540 and 3561  shall not apply,  and,  to the  fullest  extent
possible, it is the intent of the parties hereto the compensation payable to any
Trustee not be subject to review by any Court whether pursuant to 12 Del. C. ss.
3560 or otherwise.

SECTION 15.3 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 15.4 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 15.5 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 15.6 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 15.7 COUNTERPARTS.

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

<PAGE>

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



                                    ------------------------------------
                                    W. Marston Becker, not in his
                                    individual capacity but solely in
                                    his capacity as Administrative
                                    Trustee


                                    ------------------------------------
                                    Craig A. Nyman, not in his
                                    individual capacity but solely in
                                    his capacity as Administrative
                                    Trustee


                                    ------------------------------------
                                    Michael P. Maloney, Esq., not in his
                                    individual capacity but solely in
                                    his capacity as Administrative
                                    Trustee


                                    THE BANK OF NEW YORK (DELAWARE),  not in its
                                    individual   capacity   but  solely  in  its
                                    capacity as Delaware Trustee


                                    By:_________________________________
                                       Name:
                                       Title:


                                    THE BANK OF NEW YORK,
                                    not in its individual capacity but
                                    solely in its capacity as
                                    Property Trustee


                                    By:__________________________________
                                       Name:
                                       Title:


                                    ORION CAPITAL CORPORATION,
                                   as Sponsor


                                    By:__________________________________
                                       Michael P. Maloney, Esq.
                                       Senior Vice President, General
                                       Counsel and Secretary


<PAGE>


                                     ANNEX I

                                    TERMS OF
                            7.701% CAPITAL SECURITIES
                            7.701% COMMON SECURITIES

            Pursuant to Section 7.1 of the Amended and Restated  Declaration  of
Trust,  dated  as of  February  5,  1998 (as  amended  from  time to  time,  the
"Declaration"), the designation, rights, privileges,  restrictions,  preferences
and  other  terms  and  provisions  of the  Capital  Securities  and the  Common
Securities (collectively, the "Securities") are set out below and supplement the
other  rights  and  obligations  of  Holders  of  Securities  contained  in  the
Declaration  (each  capitalized term used but not defined herein has the meaning
set forth in the Declaration or, if not defined in such Declaration,  as defined
in the Indenture).

            1.    DESIGNATION AND NUMBER.

            (a) CAPITAL  SECURITIES.  125,000  Capital  Securities of the Trust,
with an  aggregate  Liquidation  Amount (as  defined in Section 2 hereof) of one
hundred  twenty-five  million  dollars  ($125,000,000),  and with a  Liquidation
Amount of $1,000  per  security,  are  hereby  designated  for the  purposes  of
identification only as "7.701% Capital  Securities" (the "Capital  Securities").
Upon  consummation  of the  Exchange  Offer  a  second  series  of  the  Capital
Securities  may be issued which shall be identical in all respects to the series
of Capital  Securities  issued at the  Closing  Time  except  that such  Capital
Securities  will not be  subject  to (i) the  transfer  restrictions  under  the
Securities  Act  contained  in the  series of Capital  Securities  issued at the
Closing Time (except Private Exchange Securities (as defined in the Registration
Rights Agreement), which may be subject to such restrictions), (ii) the $100,000
minimum  Liquidation Amount transfer  restriction set forth in Section 9.2(n) of
the Declaration or (iii) any increase in the Distribution rate thereon under the
Registration   Rights  Agreement.   The  certificates   evidencing  the  Capital
Securities  to be issued at Closing Time shall be  substantially  in the form of
Exhibit  A-1 to the  Declaration,  with such  changes and  additions  thereto or
deletions  therefrom as may be required by ordinary usage, custom or practice or
to conform to the rules of any stock  exchange or quotation  system on which the
Capital Securities are listed or quoted.

            (b) COMMON SECURITIES.  4,000 Common Securities of the Trust with an
aggregate  Liquidation  Amount  with  respect to the assets of the Trust of four
million dollars ($4,000,000) and a Liquidation Amount with respect to the assets
of the Trust of $1,000 per security,  are hereby  designated for the purposes of
identification only as "7.701% Common Securities" (the "Common Securities"). The
certificates evidencing the Common Securities shall be substantially in the form
of Exhibit A-2 to the  Declaration,  with such changes and additions  thereto or
deletions therefrom as may be required by ordinary usage, custom or practice.

            2.    DISTRIBUTIONS.

            (a)  Subject  to  Section 9 hereof,  Distributions  payable  on each
Security will be fixed at a rate per annum of 7.701% (the "Coupon  Rate") of the
Liquidation Amount of $1,000 per Security (the "Liquidation Amount"),  such rate
being the rate of interest  payable on the Debentures to be held by the Property
Trustee.  Distributions  not due during an Extension Period (including the first
semi-annual  period during such period) in arrears for more than one semi-annual
period will bear interest  thereon  compounded  semi-annually at the Coupon Rate
(to the extent permitted by applicable law). The term  "Distributions",  as used
herein,  includes  distributions of any such interest unless otherwise stated. A
Distribution  is payable only to the extent that payments are made in respect of
the  Debentures  held by the  Property  Trustee  and to the extent the  Property
Trustee has funds on hand legally available therefor.

            (b)  Subject to Section 9 hereof,  Distributions  on the  Securities
will be  cumulative,  will  accumulate  from  the  most  recent  date  to  which
Distributions  have been  paid or, if no  Distributions  have  been  paid,  from
February 5, 1998, and will be payable  semi-annually  in arrears on April 15 and
October 15 of each  year,  commencing  on April 15,  1998,  except as  otherwise
described  below.  The amount of  Distributions  payable  for any period will be
computed on the basis of a 360-day year  consisting of twelve 30-day months and,
for any period less than 6 months, the actual months elapsed and the actual days
elapsed in a partial  month in such period.  If any date on which  Distributions
are  payable  on the  Securities  is not a  Business  Day,  then  payment of the
Distribution  payable on such date shall be made on the next succeeding day that
is a Business Day (and  without any interest or other  payment in respect of any
such  delay),  with the same force and effect as if made on such date (each date
on  which  Distributions  are  payable  in  accordance  with  the  foregoing,  a
"Distribution  Date").  So long as no  Event  of  Default  has  occurred  and is
continuing  under the  Indenture,  the Debenture  Issuer has the right under the
Indenture to defer payments of interest by extending the interest payment period
at any time and from time to time on the  Debentures  for a period not exceeding
10  consecutive  semi-annual  periods,  including the first  semi-annual  period
during such period  (each an  "Extension  Period"),  provided  that no Extension
Period shall extend beyond the Stated Maturity of the Debentures.  Upon any such
election,   Distributions   will  be  deferred  during  such  Extension  Period.
Notwithstanding such deferral,  Distributions to which Holders of Securities are
entitled shall continue to accumulate  additional  Distributions thereon (to the
extent  permitted by  applicable  law but not at a rate greater than the rate at
which interest is then accruing on the Debentures) at the Coupon Rate compounded
semi-annually  from the relevant  Distribution  Dates during any such  Extension
Period.  Prior to the expiration of any Extension  Period,  the Debenture Issuer
may further  defer  payments of interest  by further  extending  such  Extension
Period; provided that such Extension Period, together with all such previous and
further  extensions within such Extension Period,  may not exceed 10 consecutive
semi-annual  periods,   including  the  first  semi-annual  period  during  such
Extension Period,  or extend beyond the Stated Maturity of the Debentures.  Upon
the expiration of any Extension  Period and the payment of all amounts then due,
the Debenture Issuer may commence a new Extension  Period,  subject to the above
requirements.

            (c)  Subject to Section 9 hereof,  Distributions  on the  Securities
will be payable to the  Holders  thereof as they appear on the books and records
of the Trust on the  fifteenth day  preceding  the relevant  Distribution  Date.
Subject  to any  applicable  laws  and  regulations  and the  provisions  of the
Declaration, each such payment in respect of the Capital Securities will be made
as follows:  (i) if the Capital Securities are held in global form by a Clearing
Agency (or its  nominee),  in  accordance  with the  procedures  of the Clearing
Agency; and (ii) if the Capital Securities are held in definitive form, by check
mailed to the address of the Holder  thereof as  reflected in the records of the
Registrar  unless  otherwise  agreed by the Trust. The relevant record dates for
the  Common  Securities  shall be the same as the record  dates for the  Capital
Securities. Distributions payable on any Securities that are not punctually paid
on any Distribution  Date will cease to be payable to the Holder on the relevant
record  date,  and such  defaulted  Distribution  will instead be payable to the
Person in whose name such  Securities  are registered on the special record date
or other  specified date  applicable to the Debentures  determined in accordance
with the Indenture, MUTATIS MUTANDIS.

            (d) In the event that there is any money or other  property  held by
or for the Trust that is not accounted  for  hereunder,  such property  shall be
distributed  on a PRO RATA basis as set forth Section 8 hereof among the Holders
of the Securities, except as otherwise required by Section 9 hereof.

            3.    LIQUIDATION DISTRIBUTION UPON DISSOLUTION.

            In the event of any  dissolution or termination of the Trust, or the
Sponsor  otherwise  gives notice of its election to liquidate the Trust pursuant
to Section 8.1(a)(iii) of the Declaration,  the Trust shall be liquidated by the
Administrative   Trustees  as  expeditiously  as  the  Administrative   Trustees
determine to be possible by distributing,  after  satisfaction of liabilities to
creditors of the Trust as provided by  applicable  law, and subject to Section 9
hereof, to the Holders of the Securities a Like Amount (as defined below) of the
Debentures,  unless such  distribution is determined by the Property Trustee not
to be  practicable,  in which event such Holders will be entitled to receive out
of the assets of the Trust legally available for distribution to Holders,  after
satisfaction  of liabilities to creditors of the Trust as provided by applicable
law, an amount equal to the  aggregate of the  Liquidation  Amount of $1,000 per
Security  plus  accumulated  and  unpaid  Distributions  thereon  to the date of
payment (such amount being the "Liquidation Distribution").

            "Like  Amount"  means  (i)  with  respect  to a  redemption  of  the
Securities, Securities having a Liquidation Amount equal to the principal amount
of Debentures to be paid in accordance with their terms and (ii) with respect to
a  distribution  of Debentures  upon the  liquidation  of the Trust,  Debentures
having a principal  amount equal to the Liquidation  Amount of the Securities of
the Holder to whom such Debentures are distributed.

            If, upon any such liquidation,  the Liquidation  Distribution can be
paid only in part  because  the Trust has  insufficient  assets on hand  legally
available  to pay in full  the  aggregate  Liquidation  Distribution,  then  the
amounts payable  directly by the Trust on the Securities  shall be paid on a PRO
RATA basis as set forth in Section 8 hereof among the Holders of the Securities,
except as otherwise required by Section 9 hereof.

            4.    REDEMPTION AND DISTRIBUTION.

            (a) Upon the  repayment  of the  Debentures  on the Stated  Maturity
thereof or prepayment  thereof (in whole or in part) prior thereto in accordance
with the terms thereof,  the proceeds from such repayment or prepayment shall be
simultaneously  applied by the Property Trustee (subject to the Property Trustee
having  received not less than 45 days written  notice to the repayment  date or
prepayment date) to redeem a Like Amount of the Securities at a redemption price
equal  to (i) in the  case of the  repayment  of the  Debentures  on the  Stated
Maturity,  the Maturity Redemption Price (as defined below), (ii) in the case of
the optional  prepayment of the Debentures upon the occurrence and  continuation
of a Special Event,  the Special Event  Redemption  Price (as defined below) and
(iii) in the case of the optional  prepayment of the Debentures  other than as a
result of the  occurrence  and  continuance  of a Special  Event,  the  Optional
Redemption Price (as defined below). The Maturity  Redemption Price, the Special
Event  Redemption  Price  and the  Optional  Redemption  Price are  referred  to
collectively as the "Redemption Price".

            (b)  (i)  The  "Maturity   Redemption  Price",  with  respect  to  a
redemption  of  Securities,  shall mean an amount equal to the  principal of and
accrued interest on the Debentures as of the Stated Maturity thereof.

            (ii) "Optional  Redemption Price" shall mean the greater of (i) 100%
of the  Liquidation  Amount of  Securities  to be  redeemed  or (ii) the sum, as
determined  by a  Quotation  Agent,  of the  present  values  of  the  remaining
scheduled  payments of principal  and interest on the  Debentures  to be prepaid
discounted to the  redemption  date on a semi-annual  basis  (assuming a 360-day
year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus, in
either case, accrued and unpaid distributions thereon to the date of redemption.

            (iii) "Special Event  Redemption  Price" shall mean a price equal to
the greater of (i) 100% of the  Liquidation  Amount of Securities to be redeemed
or (ii) the sum, as determined by a Quotation  Agent,  of the present  values of
the remaining  scheduled  payments of principal and interest on the  Debentures,
discounted to the prepayment date on a semiannual basis (assuming a 360-day year
consisting of twelve  30-day months and, for any period less than 6 months,  the
actual  months  elapsed and the actual days  elapsed in a partial  month in such
period)  at the  Special  Event  Adjusted  Treasury  Rate,  plus,  in each case,
accumulated  and  unpaid  Distributions  thereon,  if any,  to the  date of such
prepayment.

            (c) On and from the date fixed by the  Administrative  Trustees  for
any  distribution  of  Debentures  and  liquidation  of the Trust and subject to
Section 9 hereof: (i) the Securities will no longer be deemed to be outstanding,
(ii)  each  Holder  of  Securities  will  receive a  registered  certificate  or
certificates  representing the Debentures to be delivered upon such distribution
and (iii) Securities will be deemed to represent  beneficial interests in a Like
Amount of Debentures, and bearing accrued and unpaid interest in an amount equal
to the  accumulated  and unpaid  Distributions  on such  Securities,  until such
Securities  are  presented  to the  Administrative  Trustee  or their  agent for
cancellation  and  such  Debentures  are  transferred  to the  Holders  of  such
Securities.

            (d) The  Trust  may  not  redeem  fewer  than  all  the  outstanding
Securities unless all accumulated and unpaid Distributions have been paid on all
Securities for all semi-annual Distribution periods that expire on or before the
date of redemption.

            (e) The procedure with respect to redemptions  or  distributions  of
Debentures shall be as follows:

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

            (ii) In the event that fewer than all the outstanding Securities are
to be redeemed,  the  Securities to be redeemed shall be allocated on a PRO RATA
basis as set forth in Section 8 hereof among the Holders of  Securities,  except
as otherwise  required by Section 9 hereof, it being understood that, in respect
of Capital Securities registered in the name of and held of record by a Clearing
Agency or its nominee,  the distribution of the proceeds of such redemption will
be made  to the  Clearing  Agency  and  disbursed  by such  Clearing  Agency  in
accordance with the procedures applied by such agency or nominee.

            (iii)  If  Securities  are to be  redeemed  and  the  Trust  gives a
Redemption/  Distribution  Notice, such notice shall be irrevocable and (A) with
respect to Capital  Securities  registered in the name of or held of record by a
Clearing  Agency or its  nominee,  by 12:00  noon,  New York City  time,  on the
redemption  date,  provided  that the  Debenture  Issuer  has paid the  Property
Trustee a sufficient  amount of cash in connection with the related  maturity or
prepayment of the  Debentures  by 10:00 a.m.,  New York City time, on the Stated
Maturity of the  Debentures or the date of  prepayment,  as the case may be, the
Property  Trustee or the Paying  Agent  will pay to the  Clearing  Agency or its
nominee funds sufficient to pay the applicable  Redemption Price with respect to
such Capital  Securities,  and (B) with respect to Capital  Securities issued in
certificated form and Common Securities,  provided that the Debenture Issuer has
paid the Property  Trustee a sufficient  amount of cash in  connection  with the
related  maturity or prepayment of the Debentures,  the Property  Trustee or the
Paying  Agent  will pay the  relevant  Redemption  Price to the  Holders of such
Securities against  presentation to the Registrar of the certificates  therefor.
If a  Redemption/Distribution  Notice shall have been given and funds  deposited
with the Property  Trustee to pay the  Redemption  Price  (including  all unpaid
Distributions)  with  respect  to the  Securities  called for  redemption,  then
immediately prior to the close of business on the redemption date, Distributions
will cease to accumulate  on the  Securities  so called for  redemption  and all
rights of Holders of such Securities so called for redemption will cease, except
the right of the Holders of such Securities to receive the Redemption Price, but
without interest on such Redemption Price, and such Securities shall cease to be
outstanding.

            (iv)  Payment  of  accumulated  and  unpaid   Distributions  on  the
redemption  date of any  Securities  will be subject to the rights of Holders of
such  Securities on the close of business on a regular record date in respect of
a Distribution Date occurring on or prior to such Redemption Date.

            (v)  Neither  the  Administrative  Trustees  nor the Trust  shall be
required  to  register  or  cause  to be  registered  the  transfer  of (A)  any
Securities  beginning  on the  opening  of  business  15 days  before the day of
mailing of a  Redemption/Distribution  Notice or (B) any Securities selected for
redemption  (except the unredeemed  portion of any Security being redeemed).  If
any date fixed for  redemption of Securities is not a Business Day, then payment
of the Redemption Price payable on such date will be made on the next succeeding
day that is a Business Day (and without any interest or other payment in respect
of any such delay), with the same force and effect as if made on such date fixed
for redemption.  If payment of the Redemption Price in respect of any Securities
is improperly withheld or refused and not paid either by the Property Trustee or
the  Paying  Agent or by the  Sponsor  as  guarantor  pursuant  to the  relevant
Securities  Guarantee,  or the date fixed for redemption,  Distributions on such
Securities  will continue to accumulate  from such redemption date to the actual
date of payment,  in which case the actual  payment date will be considered  the
date fixed for redemption for purposes of calculating the Redemption Price.

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

            5.    VOTING RIGHTS - CAPITAL SECURITIES.

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

            (b) So long as any Debentures  are held by the Property  Trustee for
the benefit of the Holders of the Trust  Securities,  the Trustees shall not (i)
direct the time,  method and place of conducting  any  proceeding for any remedy
available to the Debenture Trustee, or executing any trust or power conferred on
such  Debenture  Trustee  with  respect to the  Debentures,  (ii) waive any past
default that is waivable under Section 5.07 of the Indenture, (iii) exercise any
right to rescind or annul a declaration of  acceleration  of the maturity of the
principal of the  Debentures or (iv) consent to any amendment,  modification  or
termination  of the  Indenture or the  Debentures,  where such consent  shall be
required,  without, in each case, obtaining the prior approval of the Holders of
a  majority  in  Liquidation  Amount  of  all  outstanding  Capital  Securities;
provided,  however,  that where a consent under the Indenture  would require the
consent of each holder of Debentures  affected thereby, no such consent shall be
given by the Property  Trustee  without the prior approval of each Holder of the
Capital  Securities.  The  Trustees  shall  not  revoke  any  action  previously
authorized or approved by a vote of the Holders of the Capital Securities except
by  subsequent  vote of such  Holders.  The Property  Trustee  shall notify each
Holder of  Capital  Securities  of any  notice of  default  with  respect to the
Debentures.  In addition to obtaining the foregoing approvals of such Holders of
the  Capital  Securities,  prior to taking  any of the  foregoing  actions,  the
Trustees  shall obtain an Opinion of Counsel  experienced in such matters to the
effect there is no more than an  insubstantial  risk that the Trust would not be
classified  for United States  federal income tax purposes as a trust subject to
the  provisions  of Sections 671 through 679 of the Code (a "grantor  trust") on
account of such action.  The foregoing  provisions of this Section 5(b) shall be
in lieu of ss.ss.  316(a)(1)(A)  and (B) of the Trust  Indenture  Act,  and such
ss.ss.  316(a)(1)(A)  and (B) are  hereby  expressly  excluded  from this  Trust
Agreement.

            (c) If an Event of Default under the Declaration has occurred and is
continuing and such event is attributable to the failure of the Debenture Issuer
to pay principal of or premium, if any, or interest on the Debentures on any due
date (including any Interest  Payment Date or prepayment date or Stated Maturity
of the Debenture),  then a Holder of Capital Securities may directly institute a
proceeding  for  enforcement  of payment to such Holder of the  principal  of or
premium,  if any, or interest on a Like Amount of Debentures (a "Direct Action")
on or after the respective due date specified in the  Debentures.  In connection
with such Direct  Action,  the rights of the Common  Securities  Holders will be
subrogated  to the rights of the Holder of Capital  Securities  to the extent of
any payment made by the Debenture Issuer to the Holders of Capital Securities in
such Direct Action.  Except as provided in the second  preceding  sentence,  the
Holders of Capital  Securities  will not be able to exercise  directly any other
remedy available to the holders of the Debentures.

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

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

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

            (g) If a Debenture  Event of Default has occurred and is continuing,
the Property Trustee and the Delaware Trustee may be removed at such time by the
holders  of  a  Majority  in  Liquidation  Amount  of  the  outstanding  Capital
Securities.  In no event will the  holders of the  Capital  Securities  have the
right to vote to appoint, remove or replace the Administrative  Trustees,  which
voting  rights are vested  exclusively  in the  Sponsor as the holder of all the
Common Securities.  No resignation or removal of a Trustee and no appointment of
a successor  trustee shall be effective  until the  acceptance of appointment by
the successor trustee in accordance with the provisions of the Declaration.

            6.    VOTING RIGHTS - COMMON SECURITIES.

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

            (b) Unless a Debenture  Event of Default  shall have occurred and be
continuing,  any  Trustee may be removed at any time by the Holder of the Common
Securities.  No  resignation  or removal of a Trustee  and no  appointment  of a
successor  trustee shall be effective until the acceptance of appointment by the
successor trustee in accordance with the provisions of the Declaration.

            (c) So long as any Debentures  are held by the Property  Trustee for
the benefit of the Holders of the Trust  Securities,  the Trustees shall not (i)
direct the time,  method and place of conducting  any  proceeding for any remedy
available to the Debenture  Trustee,  or execute any trust or power conferred on
such  Debenture  Trustee  with  respect to the  Debentures,  (ii) waive any past
default that is waivable under Section 5.07 of the Indenture, (iii) exercise any
right to rescind or annul a declaration of  acceleration  of the maturity of the
principal of the  Debentures or (iv) consent to any amendment,  modification  or
termination  of the  Indenture or the  Debentures,  where such consent  shall be
required,  without, in each case, obtaining the prior approval of the Holders of
a majority in Liquidation Amount of all outstanding Common Securities; provided,
however,  that where a consent under the Indenture  would require the consent of
each holder of Debentures  affected  thereby,  no such consent shall be given by
the  Property  Trustee  without the prior  approval of each Holder of the Common
Securities.  The Trustees shall not revoke any action  previously  authorized or
approved by a vote of the Holders of the Common  Securities except by subsequent
vote of such  Holders.  The Property  Trustee shall notify each Holder of Common
Securities of any notice of default with respect to the Debentures.  In addition
to obtaining the foregoing  approvals of such Holders of the Common  Securities,
prior to taking any of the  foregoing  actions,  the  Trustees  shall  obtain an
Opinion of Counsel  experienced  in such  matters to the effect there is no more
than an  insubstantial  risk that the Trust would not be  classified  for United
States  federal  income tax  purposes as a trust  subject to the  provisions  of
Sections  671  through  679 of the Code (a  "grantor  trust") on account of such
action. The foregoing provisions of this Section 6(c) shall be in lieu of ss.ss.
316(a)(1)(A)  and (B) of the Trust  Indenture Act, and such ss.ss.  316(a)(1)(A)
and (B) are hereby expressly excluded from this Trust Agreement.

            (d) If an Event of Default under the Declaration has occurred and is
continuing and such event is attributable to the failure of the Debenture Issuer
to pay principal of or premium, if any, or interest on the Debentures on the due
date (including any Interest  Payment Date or prepayment date or Stated Maturity
of the  Debenture),  then a Holder of Common  Securities  may institute a Direct
Action for enforcement of payment to such Holder of the principal of or premium,
if any, or interest on a Like Amount of  Debentures  on or after the  respective
due date specified in the Debentures. In connection with such Direct Action, the
rights of the Common Securities  Holders will be subrogated to the rights of the
Holders of Capital Securities to the extent of any payment made by the Debenture
Issuer to Holders of Common Securities in such Direct Action. Except as provided
in the second preceding  sentence,  the Holders of Common Securities will not be
able to  exercise  directly  any other  remedy  available  to the holders of the
Debentures.

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

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

            7.    AMENDMENTS TO DECLARATION AND INDENTURE.

            In  addition  to the  requirements  set out in  Section  12.1 of the
Declaration,  the Declaration may be amended from time to time by the Sponsor as
the holder of all of the outstanding Common Securities, the Property Trustee and
the  Administrative  Trustees,  without  the  consent  of  the  Holders  of  the
Securities  (i) to cure any  ambiguity,  correct or supplement any provisions in
the Declaration that may be inconsistent with any other  provisions,  or to make
any other  provisions  with  respect to matters or questions  arising  under the
Declaration  which shall not be  inconsistent  with the other  provisions of the
Declaration,  (ii)  to  modify,  eliminate  or  add  to  any  provisions  of the
Declaration  to such extent as shall be  necessary to ensure that the Trust will
be classified  for United States  federal income tax purposes as a grantor trust
at all times that any  Securities  are  outstanding  or to ensure that the Trust
will not be required to register as an Investment  Company under the  Investment
Company Act, or (iii) to qualify or maintain  qualification  of the  Declaration
under the Trust Indenture Act; provided, however, that in each case, such action
shall not adversely  affect in any material  respect the interests of any Holder
of Securities. Any amendments of the Declaration pursuant to the foregoing shall
become  effective when notice thereof is sent to the Holders of the  Securities.
The  Declaration  also may be amended  by the  Trustees  and the  Sponsor as the
holder of all the outstanding  Common Securities (i) with the consent of Holders
representing a majority in Liquidation Amount of all outstanding  Securities and
(ii) upon  receipt by the  Trustees  of an Opinion of Counsel to the effect that
such  amendment  or the  exercise  of any  power  granted  to  the  Trustees  in
accordance  with such  amendment will not affect the Trust's status as a grantor
trust for United  States  federal  income tax purposes or the Trust's  exemption
from status as an Investment  Company under the Investment Company Act; provided
that, without the consent of each Holder of Securities,  the Declaration may not
be  amended  to (i)  change  the  amount or timing  of any  Distribution  on the
Securities or otherwise adversely affect the amount of any Distribution required
to be made in respect of the  Securities as of a specified date or (ii) restrict
the right of a Holder of Securities to institute suit for the enforcement of any
such payment on or after such date.

            8.    PRO RATA.

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

            9.    RANKING.

            The Capital  Securities  rank pari passu with the Common  Securities
and payment  thereon shall be made Pro Rata with the Common  Securities,  except
that, if an Event of Default under the Declaration occurs and is continuing,  no
payments  in  respect  of  Distributions   on,  or  payments  upon  liquidation,
redemption  or otherwise  with respect to, the Common  Securities  shall be made
until  the  Holders  of the  Capital  Securities  shall  be  paid  in  full  the
Distributions,  Redemption Price, Liquidation Distribution and other payments to
which they are entitled at such time.

            10.   ACCEPTANCE OF SECURITIES GUARANTEE AND INDENTURE.

            Each  Holder of Capital  Securities  and Common  Securities,  by the
acceptance thereof, agrees to the provisions of the Capital Securities Guarantee
and the Common Securities Guarantee,  respectively,  including the subordination
provisions therein and to the provisions of the Indenture.

            11.   NO PREEMPTIVE RIGHTS.

            The Holders of the  Securities  shall have no  preemptive  rights to
subscribe for any additional securities.

            12.   ADDITIONAL INTEREST.

            If the Debenture  Issuer fails to comply with its obligations  under
the  Registration  Rights  Agreement  or  if  the  Exchange  Offer  Registration
Statement  (as  defined  in the  Registration  Rights  Agreement)  or the  Shelf
Registration  Statement (as defined in the Registration  Rights Agreement) fails
to become  effective,  then  Additional  Interest  shall accrue on the principal
amount of the Debentures,  and additional  Distributions shall accumulate on the
Liquidation Amount of the Trust Securities, each at a rate of 0.25% per annum as
more fully set forth in Article XIV of the Declaration.

            13.   MISCELLANEOUS.

            These terms constitute a part of the Declaration.

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


<PAGE>


                                   EXHIBIT A-1
                      FORM OF CAPITAL SECURITY CERTIFICATE

                           [FORM OF FACE OF SECURITY]

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

            [IF THIS GLOBAL  SECURITY IS A RULE 144A  GLOBAL  SECURITY,  INSERT:
UNLESS THIS CAPITAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY  TRUST COMPANY (55 WATER STREET,  NEW YORK, NEW YORK) TO THE TRUST OR
ITS AGENT FOR  REGISTRATION  OF TRANSFER,  EXCHANGE OR PAYMENT,  AND ANY CAPITAL
SECURITY  ISSUED IS  REGISTERED  IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED  REPRESENTATIVE  OF THE DEPOSITORY  TRUST COMPANY AND
ANY  PAYMENT  HEREON IS MADE TO CEDE & CO.,  ANY  TRANSFER,  PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

            THIS CAPITAL  SECURITY HAS NOT BEEN REGISTERED  UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT") OR ANY STATE SECURITIES LAWS OR
ANY OTHER  APPLICABLE  SECURITIES  LAW.  NEITHER THIS  CAPITAL  SECURITY NOR ANY
INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,  TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION
OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

            THE HOLDER OF THIS CAPITAL SECURITY BY ITS ACCEPTANCE  HEREOF AGREES
NOT TO OFFER,  SELL OR OTHERWISE  TRANSFER THIS CAPITAL  SECURITY,  PRIOR TO THE
DATE (THE "RESALE  RESTRICTION  TERMINATION  DATE") WHICH IS TWO YEARS AFTER THE
LATER OF THE  ORIGINAL  ISSUANCE  DATE  HEREOF  AND THE LAST  DATE ON WHICH  THE
COMPANY OR ANY  AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS CAPITAL  SECURITY
(OR ANY  PREDECESSOR OF THIS CAPITAL  SECURITY)  EXCEPT (A) TO THE COMPANY,  (B)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES  ACT,  (C) SO LONG AS THIS  CAPITAL  SECURITY IS ELIGIBLE  FOR RESALE
PURSUANT  TO RULE  144A  UNDER  THE  SECURITIES  ACT TO A PERSON  IT  REASONABLY
BELIEVES  IS A  "QUALIFIED  INSTITUTIONAL  BUYER" (AS DEFINED IN RULE 144A) THAT
PURCHASES  FOR ITS OWN ACCOUNT OR FOR THE  ACCOUNT OF A QUALIFIED  INSTITUTIONAL
BUYER TO WHOM  NOTICE IS GIVEN THAT THE  TRANSFER  IS BEING MADE IN  RELIANCE ON
RULE 144A,  (D)  PURSUANT  TO OFFERS AND SALES TO  NON-U.S.  PERSONS  THAT OCCUR
OUTSIDE  THE  UNITED  STATES  WITHIN  THE  MEANING  OF  REGULATION  S UNDER  THE
SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING
OF  SUBPARAGRAPH  (A)(1),  (2), (3) OR (7) OF RULE 501 UNDER THE  SECURITIES ACT
THAT IS ACQUIRING THIS CAPITAL SECURITY FOR ITS OWN ACCOUNT,  OR FOR THE ACCOUNT
OF SUCH AN INSTITUTIONAL  ACCREDITED  INVESTOR,  FOR INVESTMENT PURPOSES AND NOT
WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION  WITH,  ANY  DISTRIBUTION  IN
VIOLATION  OF THE  SECURITIES  ACT,  OR (F)  PURSUANT  TO  ANY  OTHER  AVAILABLE
EXEMPTION FROM THE REGISTRATION  REQUIREMENTS  UNDER THE SECURITIES ACT, SUBJECT
TO THE RIGHT OF THE  TRUST  AND THE  COMPANY  PRIOR TO ANY SUCH  OFFER,  SALE OR
TRANSFER  (i)  PURSUANT TO CLAUSE (D), (E) OR (F), TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH
OF THEM, AND (ii) PURSUANT TO CLAUSE (E), TO REQUIRE THAT THE TRANSFEROR DELIVER
TO THE TRUST A LETTER FROM THE TRANSFEREE  SUBSTANTIALLY  IN THE FORM OF ANNEX A
TO THE  OFFERING  MEMORANDUM  OF THE TRUST DATED  FEBRUARY 2, 1998.  SUCH HOLDER
FURTHER AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS CAPITAL SECURITY
IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

            THE HOLDER OF THIS CAPITAL  SECURITY BY ITS  ACCEPTANCE  HEREOF ALSO
AGREES,  REPRESENTS  AND WARRANTS THAT EITHER (i) IT IS NOT AN EMPLOYEE  BENEFIT
PLAN  SUBJECT TO THE  EMPLOYMENT  RETIREMENT  INCOME  SECURITY  ACT OF 1974,  AS
AMENDED ("ERISA"), OR (ii) THE ACQUISITION AND HOLDINGS OF THIS CAPITAL SECURITY
BY IT IS NOT  PROHIBITED  BY EITHER  SECTION 406 OF ERISA OR SECTION 4975 OF THE
U.S.  INTERNAL  REVENUE  CODE OF  1986,  AS  AMENDED,  OR  EXEMPT  FROM ANY SUCH
PROHIBITION.

            [IF THIS GLOBAL SECURITY IS A REGULATION S GLOBAL SECURITY,
INSERT: THIS CAPITAL SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE
ACCOUNT OR BENEFIT OF, U.S. PERSONS UNLESS REGISTERED UNDER THE SECURITIES
ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
IS AVAILABLE.]


<PAGE>


Certificate No. _______                                              CUSIP NO.


                  Certificate Evidencing Capital Securities
                                       of
                             ORION CAPITAL TRUST II

                            7.701% Capital Securities
                (Liquidation Amount $1,000 per Capital Security)

            ORION CAPITAL TRUST II, a statutory  business trust formed under the
laws of the State of Delaware (the "Trust"),  hereby  certifies that ___________
(the "Holder") is the registered owner of __________________  capital securities
of the Trust representing  undivided  beneficial  interests in the assets of the
Trust designated the 7.701% Capital  Securities  (Liquidation  Amount $1,000 per
Capital  Security)  (the  "Capital  Securities").  The  Capital  Securities  are
transferable  on the  books and  records  of the  Trust,  in person or by a duly
authorized attorney, upon surrender of this certificate duly endorsed, in proper
form for transfer and otherwise  complying  with the terms and conditions of the
Declaration (as  hereinafter  defined).  The  designation,  rights,  privileges,
restrictions,  preferences  and  other  terms  and  provisions  of  the  Capital
Securities represented hereby are set forth herein, on the reverse hereof and in
the  provisions  of the Amended and Restated  Declaration  of Trust of the Trust
dated as of February 5, 1998,  as the same may be amended from time to time (the
"Declaration"),  and shall in all respects be subject to the provisions thereof,
including the designation of the terms of the Capital Securities as set forth in
Annex I to the Declaration. Each capitalized term used but not defined herein or
in any legend form or certificate  hereon shall have the meaning given it in the
Declaration. The Sponsor will provide a copy of the Declaration,  without charge
upon written request to the Trust at its principal place of business.

            Upon  receipt  of this  certificate,  the  Holder  is  bound  by the
Declaration  and is entitled to the benefits  thereunder  and to the benefits of
the Capital Securities Guarantee to the extent provided therein.

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

            IN WITNESS WHEREOF, the Trust has executed this certificate this 5th
day of February, 1998.

                                    ORION CAPITAL TRUST II


                                    By:  _________________________
                                        Michael P. Maloney, Esq.
                                        Administrative Trustee



<PAGE>


               PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Dated: February 5, 1998.

                                    THE BANK OF NEW YORK
                                       as Property Trustee


                                    By:   _________________________________
                                      Name:
                                     Title:


<PAGE>


                          [FORM OF REVERSE OF SECURITY]

            Distributions  payable on each Capital  Security  will be fixed at a
rate per annum of 7.701% (the "Coupon Rate") of the Liquidation Amount of $1,000
per  Capital  Security,  such rate  being the rate of  interest  payable  on the
Debentures to be held by the Property  Trustee.  Distributions not due during an
Extension Period (including the first semi-annual  period during such period) in
arrears  for  more  than one  semi-annual  period  will  bear  interest  thereon
compounded  semi-annually  at the  Coupon  Rate  (to  the  extent  permitted  by
applicable law). The term  "Distributions",  as used herein,  includes such cash
distributions   and  any  such  interest  payable  unless  otherwise  stated.  A
Distribution  is payable only to the extent that payments are made in respect of
the  Debentures  held by the  Property  Trustee  and to the extent the  Property
Trustee has funds on hand legally available therefor.

            Distributions  on the Capital  Securities  will be cumulative,  will
accumulate from the most recent date to which  Distributions  have been paid or,
if no  Distributions  have been paid,  from February 5, 1998 and will be payable
semi-annually in arrears on April 15 and October 15, of each year, commencing on
April 15, 1998,  except as  otherwise  described  below and in the  Declaration.
Distributions  will be computed  on the basis of a 360-day  year  consisting  of
twelve 30-day  months and, for any period less than 6 months,  the actual months
elapsed and the actual days elapsed in a partial month in such period.

            As long as no Event of Default has occurred and is  continuing,  the
Debenture Issuer has the right under the Indenture, at any time and from time to
time  during  the term of the  Debentures,  to defer  payments  of  interest  by
extending  the  interest  payment  period  on the  Debentures  for a period  not
exceeding  10  consecutive   semi-annual  periods,   including  the  first  such
semi-annual period during such extension period (an "Extension Period"),  during
which  Extension  Period no interest shall be due and payable,  provided that no
Extension Period shall extend beyond the Stated Maturity of the Debentures. Upon
any such election,  semi-annual  Distributions on the Capital Securities will be
deferred by the Trust  during the term of the  Extension  Period.  Distributions
will  continue  to  accumulate  interest  thereon  (to the extent  permitted  by
applicable  law, but not  exceeding  the rate of interest  then  accruing on the
Debentures)  at  the  Coupon  Rate  compounded  semi-annually  during  any  such
Extension  Period.  Before the  termination  of any such Extension  Period,  the
Debenture  Issuer may further extend such Extension  Period,  provided that such
Extension Period,  together with all such previous and further extensions within
such  Extension  Period,  may not exceed 10 consecutive  semi-annual  periods or
extend beyond the Stated Maturity of the Debentures.  Payments of  Distributions
that have accumulated  during any Extension Period will be payable to Holders as
they  appear on the books and  records of the Trust on the  record  date for the
first  scheduled  Distribution  payment date  following  the  expiration of such
Extension Period. Upon the expiration of any Extension Period and the payment of
all  accrued  and unpaid  interest  and any  additional  amounts  then due,  the
Debenture  Issuer may  commence  a new  Extension  Period,  subject to the above
requirements.

            The Administrative  Trustees shall, at the direction of the Sponsor,
at any time dissolve the Trust and cause the Debentures to be distributed to the
holders of the Securities in liquidation  of the Trust or,  simultaneously  with
any  redemption of the  Debentures,  cause a Like Amount of the Securities to be
redeemed by the Trust.

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


<PAGE>


                                   ASSIGNMENT

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

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

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

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

(Insert address and zip code of assignee)

and irrevocably appoints

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

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

Date:___________________

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

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

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

[Include the following if the Capital Security bears a Restricted Capital
Securities Legend]

In connection  with any transfer of any of the Capital  Securities  evidenced by
this  certificate,  the  undersigned  confirms that such Capital  Securities are
being:

CHECK ONE BOX BELOW

            (1)   __    exchanged  for  the  undersigned's  own  account without
                        transfer; or

            (2)   __    transferred  pursuant  to  and  in  compliance with Rule
                        144A under the Securities Act of 1933; or

            (3)   __    transferred   pursuant   to   and   in  compliance  with
                        Regulation S under the Securities Act of 1933; or

            (4)   __    transferred to an  institutional  "accredited  investor"
                        within the meaning of subparagraph  (a)(1),  (2), (3) or
                        (7) of Rule 501 under the Securities Act of 1933 that is
                        acquiring the Capital Securities for its own account, or
                        for the  account  of such an  institutional  "accredited
                        investor," for  investment  purposes and not with a view
                        to,  or for  offer  or  sale  in  connection  with,  any
                        distribution in violation of the Securities Act of 1933;
                        or

            (5)   __    transferred  pursuant  to  another  available  exemption
                        from  the  registration  requirements  of the Securities
                        Act of 1933; or

            (6)   __    transferred   pursuant  to  an   effective  registration
                        statement.

Unless one of the boxes is checked, the Registrar will refuse to register any of
the Capital  Securities  evidenced by this certificate in the name of any person
other than the registered Holder thereof;  provided,  however,  that if box (3),
(4) or (5) is checked, the Registrar may require,  prior to registering any such
transfer of the Capital Securities such legal opinions, certifications and other
information as the Trust has reasonably  requested to confirm that such transfer
is being made pursuant to an exemption from, or in a transaction not subject to,
the  registration  requirements  of the  Securities  Act of  1933,  such  as the
exemption  provided by Rule 144 under such Act; provided,  further,  that (i) if
box 2 is  checked,  the  transferee  must also  certify  that it is a  qualified
institutional  buyer as defined in Rule 144A or (ii) if box (4) is checked,  the
transferee   must  also  provide  to  the  Registrar  a  Transferee   Letter  of
Representation in the form attached as Annex A to the Offering Memorandum of the
Trust dated February 2, 1998.

Date:_____________________

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


<PAGE>



                                   EXHIBIT A-2

                       FORM OF COMMON SECURITY CERTIFICATE

            THIS COMMON  SECURITY HAS NOT BEEN  REGISTERED  UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT") OR ANY STATE SECURITIES LAWS OR
ANY OTHER  APPLICABLE  SECURITIES  LAW.  NEITHER  THIS COMMON  SECURITY  NOR ANY
INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,  TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION
OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

            THE HOLDER OF THIS COMMON  SECURITY BY ITS ACCEPTANCE  HEREOF AGREES
NOT TO OFFER, SELL OR OTHERWISE TRANSFER THIS COMMON SECURITY, PRIOR TO THE DATE
(THE "RESALE  RESTRICTION  TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER
OF THE ORIGINAL  ISSUANCE  DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR
ANY  AFFILIATE  OF THE  COMPANY WAS THE OWNER OF THIS  COMMON  SECURITY  (OR ANY
PREDECESSOR OF THIS COMMON SECURITY) EXCEPT (A) TO THE COMPANY,  (B) PURSUANT TO
A REGISTRATION  STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (C) SO LONG AS THIS COMMON SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE
144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY  BELIEVES
IS A "QUALIFIED  INSTITUTIONAL  BUYER" (AS DEFINED IN RULE 144A) THAT  PURCHASES
FOR ITS OWN  ACCOUNT OR FOR THE ACCOUNT OF A  QUALIFIED  INSTITUTIONAL  BUYER TO
WHOM  NOTICE IS GIVEN THAT THE  TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(D)  PURSUANT TO OFFERS AND SALES TO  NON-U.S.  PERSONS  THAT OCCUR  OUTSIDE THE
UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE  SECURITIES  ACT, (E)
TO AN  INSTITUTIONAL  "ACCREDITED  INVESTOR"  WITHIN THE MEANING OF SUBPARAGRAPH
(A)(1),  (2), (3) OR (7) OF RULE 501 UNDER THE  SECURITIES ACT THAT IS ACQUIRING
THIS  COMMON  SECURITY  FOR  ITS OWN  ACCOUNT,  OR FOR  THE  ACCOUNT  OF SUCH AN
INSTITUTIONAL  ACCREDITED INVESTOR,  FOR INVESTMENT PURPOSES AND NOT WITH A VIEW
TO, OR FOR OFFER OR SALE IN CONNECTION  WITH, ANY  DISTRIBUTION  IN VIOLATION OF
THE SECURITIES  ACT, OR (F) PURSUANT TO ANY OTHER  AVAILABLE  EXEMPTION FROM THE
REGISTRATION  REQUIREMENTS UNDER THE SECURITIES ACT, SUBJECT TO THE RIGHT OF THE
TRUST AND THE COMPANY PRIOR TO ANY SUCH OFFER,  SALE OR TRANSFER (i) PURSUANT TO
CLAUSE  (D),  (E) OR (F) TO REQUIRE  THE  DELIVERY  OF AN  OPINION  OF  COUNSEL,
CERTIFICATIONS  AND/OR OTHER INFORMATION  SATISFACTORY TO EACH OF THEM, AND (ii)
PURSUANT TO CLAUSE (E), TO REQUIRE  THAT THE  TRANSFEROR  DELIVER TO THE TRUST A
LETTER FROM THE TRANSFEREE  SUBSTANTIALLY IN THE FORM OF ANNEX A TO THE OFFERING
MEMORANDUM OF THE TRUST DATED FEBRUARY 2, 1998.  SUCH HOLDER FURTHER AGREES THAT
IT WILL  DELIVER TO EACH PERSON TO WHOM THIS COMMON  SECURITY IS  TRANSFERRED  A
NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.


<PAGE>


Certificate No.   __________

                   Certificate Evidencing Common Securities
                                       of
                             ORION CAPITAL TRUST II

                            7.701% Common Securities

               (Liquidation Amount $1,000 per Common Security)

            ORION CAPITAL TRUST II, a statutory  business trust formed under the
laws of the State of Delaware (the "Trust"), hereby certifies that Orion Capital
Corporation (the "Holder") is the registered owner of
                   common  securities  of  the  Trust   representing   undivided
beneficial  interests in the assets of the Trust  designated  the 7.701%  Common
Securities   (Liquidation  Amount  $1,000  per  Common  Security)  (the  "Common
Securities"). The Common Securities are transferable on the books and records of
the Trust,  in person or by a duly authorized  attorney,  upon surrender of this
certificate duly endorsed,  in proper form for transfer and otherwise  complying
with the terms and conditions of the Declaration (as hereinafter  defined).  The
designation, rights, privileges,  restrictions,  preferences and other terms and
provisions of the Common Securities  represented hereby are set forth herein, on
the reverse  hereof and in the Amended and Restated  Declaration of Trust of the
Trust dated as of February 5, 1998, as the same may be amended from time to time
(the  "Declaration"),  and shall in all  respects  be subject to the  provisions
thereof,  including the designation of the terms of the Common Securities as set
forth in Annex I to the Declaration.  Each capitalized term used but not defined
herein or in any legend, form or certificate hereon shall have the meaning given
it in the Declaration.  The Sponsor will provide a copy of the Declaration,  the
Common  Securities  Guarantee  and the  Indenture  (including  any  supplemental
indenture) to any Holder without  charge upon written  request to the Sponsor at
its principal place of business.

            Upon  receipt  of this  certificate,  the  Holder  is  bound  by the
Declaration  and is entitled to the benefits  thereunder  and to the benefits of
the Common Securities Guarantee to the extent provided therein.

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



<PAGE>


            IN WITNESS WHEREOF, the Trust has executed this certificate this 5th
day of February, 1998.

                                    ORION CAPITAL TRUST II



                                    By:_____________________________
                                       Michael P. Maloney, Esq.
                                       Administrative Trustee


<PAGE>


                          [FORM OF REVERSE OF SECURITY]

            Distributions  payable on each  Common  Security  will be fixed at a
rate per annum of 7.701% (the "Coupon Rate") of the Liquidation Amount of $1,000
per  Common  Security,  such rate  being  the rate of  interest  payable  on the
Debentures to be held by the Property  Trustee.  Distributions not due during an
Extension Period (including the first semi-annual  period during such period) in
arrears  for  more  than one  semi-annual  period  will  bear  interest  thereon
compounded  semiannually  at  the  Coupon  Rate  (to  the  extent  permitted  by
applicable law). The term  "Distributions",  as used herein,  includes such cash
distributions   and  any  such  interest  payable  unless  otherwise  stated.  A
Distribution  is payable only to the extent that payments are made in respect of
the  Debentures  held by the  Property  Trustee  and to the extent the  Property
Trustee has funds available therefor.

            Distributions  on the Common  Securities  will be  cumulative,  will
accrue from the most recent date to which Distributions have been paid or, if no
Distributions  have  been  paid,  from  February  5,  1998 and  will be  payable
semi-annually in arrears on April 15 and October 15, of each year, commencing on
April 15, 1998,  except as  otherwise  described  below and in the  Declaration.
Distributions  will be computed  on the basis of a 360-day  year  consisting  of
twelve 30 day months and, for any period less than 6 months,  the actual  months
elapsed and the actual days elapsed in a partial month in such period.

            As long as no Event of Default has occurred and is  continuing,  the
Debenture Issuer has the right under the Indenture, at any time and from time to
time  during  the term of the  Debentures,  to defer  payments  of  interest  by
extending  the  interest  payment  period  on the  Debentures  for a period  not
exceeding  10  consecutive   semi-annual  periods,   including  the  first  such
semi-annual period during such extension period (an "Extension Period"),  during
which  Extension  Period no interest shall be due and payable,  provided that no
Extension Period shall extend beyond the Stated Maturity of the Debentures. Upon
any such election,  semi-annual  Distributions on the Common  Securities will be
deferred by the Trust  during the term of the  Extension  Period.  Distributions
will  continue  to  accumulate  interest  thereon  (to the extent  permitted  by
applicable  law, but not  exceeding  the rate of interest  then  accruing on the
Debentures)  at  the  Coupon  Rate  compounded  semi-annually  during  any  such
Extension  Period.  Before the  termination  of any such Extension  Period,  the
Debenture  Issuer may further extend such Extension  Period,  provided that such
Extension Period,  together with all such previous and further extensions within
such  Extension  Period,  may not exceed 10 consecutive  semi-annual  periods or
extend beyond the Stated Maturity of the Debentures.  Payments of  Distributions
that have accumulated  during any Extension Period will be payable to Holders as
they  appear on the books and  records of the Trust on the  record  date for the
first  scheduled  Distribution  payment date  following  the  expiration of such
Extension Period. Upon the expiration of any Extension Period and the payment of
all  accrued  and unpaid  interest  and any  additional  amounts  then due,  the
Debenture  Issuer may  commence  a new  Extension  Period,  subject to the above
requirements.

            The Administrative  Trustees shall, at the direction of the Sponsor,
at any time dissolve the Trust and cause the Debentures to be distributed to the
holders of the Securities in liquidation  of the Trust or,  simultaneously  with
any  redemption of the  Debentures,  cause a Like Amount of the Securities to be
redeemed by the Trust.

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

<PAGE>


                                   ASSIGNMENT

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

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

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(Insert address and zip code of assignee)

and irrevocably appoints

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

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

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

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

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

[Include the following if the Common Security bears a Restricted Common
Securities Legend]

In  connection  with any transfer of any of the Common  Securities  evidenced by
this  certificate,  the  undersigned  confirms that such Common  Securities  are
being:

CHECK ONE BOX BELOW

            (1)   __    exchanged for the undersigned's own account without
                        transfer; or

            (2)   __    transferred pursuant to and in compliance with Rule
                        144A under the Securities Act of 1933; or

            (3)   __    transferred pursuant to and in compliance with
                        Regulation S under the Securities Act of 1933; or

            (4)   __    transferred to an  institutional  "accredited  investor"
                        within the meaning of subparagraph  (a)(1),  (2), (3) or
                        (7) of  Rule  501  under  the  Securities  Act  that  is
                        acquiring the Preferred Security for its own account, or
                        for the  account  of such an  institutional  "accredited
                        investor," for  investment  purposes and not with a view
                        to,  or for  offer  or  sale  in  connection  with,  any
                        distribution in violation of the Securities Act; or

            (5)   __    transferred pursuant to another available exemption
                        from the registration requirements of the Securities
                        Act of 1933; or

            (6)   __    transferred pursuant to an effective registration
                        statement

Unless one of the boxes is checked, the Registrar will refuse to register any of
the Common  Securities  evidenced by this  certificate in the name of any person
other than the registered Holder thereof;  provided,  however,  that if box (3),
(4) or (5) is checked, the Registrar may require,  prior to registering any such
transfer of the Common Securities such legal opinions,  certifications and other
information as the Trust has reasonably  requested to confirm that such transfer
is being made pursuant to an exemption from, or in a transaction not subject to,
the  registration  requirements  of the  Securities  Act of  1933,  such  as the
exemption  provided by Rule 144 under such Act; provided,  further,  that (i) if
box 2 is  checked,  the  transferee  must also  certify  that it is a  qualified
institutional  buyer as  defined in Rule 144A or (ii) if box 4 is  checked,  the
transferee  must also  provide a  Transferee  Representation  Letter in the form
attached as Annex A to the Offering  Memorandum of the Trust,  dated February 5,
1998.

Date:_______________________

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