<PAGE>

                                 Exhibit 10(XX)

                   Amended and Restated Declaration of Trust
                                       Of
                              STFC Capital Trust I

                           Dated as of May 22, 2003

<PAGE>

                    AMENDED AND RESTATED DECLARATION OF TRUST

                                       OF

                              STFC CAPITAL TRUST I

                            Dated as of May 22, 2003

<PAGE>

                                TABLE OF CONTENTS

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                                                     ARTICLE I
                                           INTERPRETATION AND DEFINITIONS

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

                                                     ARTICLE II
                                                    ORGANIZATION

SECTION 2.1.      Name....................................................................................       9
SECTION 2.2.      Office..................................................................................       9
SECTION 2.3.      Purpose.................................................................................      10
SECTION 2.4.      Authority...............................................................................      10
SECTION 2.5.      Title to Property of the Trust..........................................................      10
SECTION 2.6.      Powers and Duties of the Trustees and the Administrators................................      10
SECTION 2.7.      Prohibition of Actions by the Trust and the Trustees....................................      15
SECTION 2.8.      Powers and Duties of the Institutional Trustee..........................................      16
SECTION 2.9.      Certain Duties and Responsibilities of the Trustees and the Administrators..............      17
SECTION 2.10.     Certain Rights of Institutional Trustee.................................................      19
SECTION 2.11.     Delaware Trustee........................................................................      21
SECTION 2.12.     Execution of Documents..................................................................      22
SECTION 2.13.     Not Responsible for Recitals or Issuance of Securities..................................      22
SECTION 2.14.     Duration of Trust.......................................................................      22
SECTION 2.15.     Mergers.................................................................................      22

                                                    ARTICLE III
                                                      SPONSOR

SECTION 3.1.      Sponsor's Purchase of Common Securities.................................................      24
SECTION 3.2.      Responsibilities of the Sponsor.........................................................      24

                                                     ARTICLE IV
                                            TRUSTEES AND ADMINISTRATORS

SECTION 4.1.      Number of Trustees......................................................................      24
SECTION 4.2.      Delaware Trustee........................................................................      25
SECTION 4.3.      Institutional Trustee; Eligibility......................................................      25
SECTION 4.4.      Administrators..........................................................................      26
SECTION 4.5.      Appointment, Removal and Resignation of the Trustees and the Administrators.............      26
SECTION 4.6.      Vacancies Among Trustees................................................................      28
SECTION 4.7.      Effect of Vacancies.....................................................................      28
SECTION 4.8.      Meetings of the Trustees and the Administrators.........................................      28
SECTION 4.9.      Delegation of Power.....................................................................      29
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SECTION 4.10.     Merger, Conversion, Consolidation or Succession to Business.............................      29

                                                     ARTICLE V
                                                   DISTRIBUTIONS

SECTION 5.1.      Distributions...........................................................................      29

                                                     ARTICLE VI
                                               ISSUANCE OF SECURITIES

SECTION 6.1.      General Provisions Regarding Securities.................................................      30
SECTION 6.2.      Paying Agent, Transfer Agent, Calculation Agent and Registrar...........................      31
SECTION 6.3.      Form and Dating.........................................................................      31
SECTION 6.4.      Mutilated, Destroyed, Lost or Stolen Certificates.......................................      32
SECTION 6.5.      Temporary Securities....................................................................      32
SECTION 6.6.      Cancellation............................................................................      32
SECTION 6.7.      Rights of Holders; Waivers of Past Defaults.............................................      32

                                                    ARTICLE VII
                                        DISSOLUTION AND TERMINATION OF TRUST

SECTION 7.1.      Dissolution and Termination of Trust....................................................      34

                                                    ARTICLE VIII
                                               TRANSFER OF INTERESTS

SECTION 8.1.      General.................................................................................      35
SECTION 8.2.      Transfer Procedures and Restrictions....................................................      36
SECTION 8.3.      Deemed Security Holders.................................................................      39

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

SECTION 9.1.      Liability...............................................................................      39
SECTION 9.2.      Exculpation.............................................................................      40
SECTION 9.3.      Fiduciary Duty..........................................................................      40
SECTION 9.4.      Indemnification.........................................................................      41
SECTION 9.5.      Outside Businesses......................................................................      44
SECTION 9.6.      Compensation; Fee.......................................................................      44

                                                     ARTICLE X
                                                     ACCOUNTING

SECTION 10.1.     Fiscal Year.............................................................................      45
SECTION 10.2.     Certain Accounting Matters..............................................................      45
SECTION 10.3.     Banking.................................................................................      46
SECTION 10.4.     Withholding.............................................................................      46
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                                       ii

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                                                     ARTICLE XI
                                              AMENDMENTS AND MEETINGS

SECTION 11.1.     Amendments..............................................................................      47
SECTION 11.2.     Meetings of the Holders of the Securities; Action by Written Consent....................      48

                                                    ARTICLE XII
                               REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND DELAWARE
                                                      TRUSTEE

SECTION 12.1.     Representations and Warranties of Institutional Trustee.................................      50
SECTION 12.2.     Representations and Warranties of Delaware Trustee......................................      51

                                                    ARTICLE XIII
                                                   MISCELLANEOUS

SECTION 13.1.     Notices.................................................................................      51
SECTION 13.2.     Governing Law...........................................................................      53
SECTION 13.3.     Submission to Jurisdiction..............................................................      53
SECTION 13.4.     Intention of the Parties................................................................      53
SECTION 13.5.     Headings................................................................................      54
SECTION 13.6.     Successors and Assigns..................................................................      54
SECTION 13.7.     Partial Enforceability..................................................................      54
SECTION 13.8.     Counterparts............................................................................      54
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                              ANNEXES AND EXHIBITS

ANNEX I           Terms of Capital Securities and Common Securities

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

                                       iii

<PAGE>

                    AMENDED AND RESTATED DECLARATION OF TRUST

                                       OF

                              STFC CAPITAL TRUST I

                                  May 22, 2003

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

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

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

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

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

                                   ARTICLE I
                         INTERPRETATION AND DEFINITIONS

                  SECTION 1.1. Definitions. Unless the context otherwise
requires:

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

<PAGE>

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

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

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

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

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

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

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

                  "Administrators" means each of Robert H. Moone, Steven J.
Johnston and John R. Lowther, solely in such Person's capacity as Administrator
of the Trust continued hereunder and not in such Person's individual capacity,
or such Administrator's successor in interest in such capacity, or any successor
appointed as herein provided.

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

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

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

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

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

                                        2

<PAGE>

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

                  "Calculation Agent" has the meaning set forth in Section 1.01
of the Indenture.

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

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

                  "Certificate" means any certificate evidencing Securities.

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

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

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

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

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

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

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

                  "Comparable Treasury Issue" has the meaning set forth in
paragraph 4(a) of Annex I.

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

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

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

                                        3

<PAGE>

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

                  "Debenture Issuer" means State Auto Financial Corporation, an
insurance holding company incorporated in Ohio, in its capacity as issuer of the
Debentures under the Indenture, and any permitted successor under the Indenture.

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

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

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

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

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

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

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

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

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

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

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

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

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

                                        4

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

                  "LIBOR" means the London Interbank Offered Rate for
three-month U.S. Dollar deposits in Europe as determined by the Calculation
Agent according to paragraph 2(b) of Annex I.

                  "LIBOR Banking Day" has the meaning set forth in paragraph
2(b)(1) of Annex I.

                  "LIBOR Business Day" has the meaning set forth in paragraph
2(b)(1) of Annex I.

                                        5

<PAGE>

                  "LIBOR Determination Date" has the meaning set forth in
paragraph 2(b)(1) of Annex I.

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

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

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

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

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

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

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

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

                  (c)      a statement that each Authorized Officer or Person,
as the case may be, has made such examination or investigation as, in his or her
opinion, is necessary to enable such Authorized Officer or Person, as the case
may be, to express an informed opinion as to whether or not such covenant or
condition has been complied with; and

                  (d)      a statement as to whether, in the opinion of each
Authorized Officer or Person, as the case may be, such condition or covenant has
been complied with.

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

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

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

                                        6

<PAGE>

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

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

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

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

                  "Primary Treasury Dealer" has the meaning set forth in
paragraph 4(a) of Annex I.

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

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

                  "QIB" means a "qualified institutional buyer" as defined under
Rule 144A.

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

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

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

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

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

                  "Reference Treasury Dealer" has the meaning set forth in
paragraph 4(a) of Annex I.

                  "Reference Treasury Dealer Quotations" has the meaning set
forth in paragraph 4(a) of Annex I.

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

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

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

                                        7

<PAGE>

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

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

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

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

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

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

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

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

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

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

                  "Sponsor" means State Auto Financial Corporation, an insurance
holding company that is incorporated in Ohio, or any permitted successor of the
Debenture Issuer under the Indenture, in its capacity as sponsor of the Trust.

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

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

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

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

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

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

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

                                        8

<PAGE>

                  "Telerate Page 3750" has the meaning set forth in paragraph
2(b)(1) of Annex I.

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

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

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

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

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

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

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

                  "U.S. Person" means a United States Person as defined in
Section 7701(a)(30) of the Code.

                                   ARTICLE II
                                  ORGANIZATION

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

                  SECTION 2.2. Office. The address of the principal office of
the Trust, which shall be in a state of the United States or the District of
Columbia, is 518 East Broad Street, Columbus, Ohio 43215-3976. On ten Business
Days' written notice to the Institutional Trustee

                                        9

<PAGE>

and the Holders of the Securities, the Administrators may designate another
principal office, which shall be in a state of the United States or the District
of Columbia.

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

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

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

                  SECTION 2.6. Powers and Duties of the Trustees and the
Administrators.

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

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

                                    (A)      the issuance and sale of the
                           Securities;

                                       10

<PAGE>

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

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

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

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

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

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

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

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

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

                                    (K)      to establish a record date with
                           respect to all actions to be taken hereunder that
                           require a record date be established, including

                                       11

<PAGE>

                           Distributions, voting rights, redemptions and
                           exchanges, and to issue relevant notices to the
                           Holders of Capital Securities and Holders of Common
                           Securities as to such actions and applicable record
                           dates;

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

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

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

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

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

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

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

                                    (A)      the establishment of the Property
                           Account;

                                    (B)      the receipt of the Debentures;

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

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

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

                                       12

<PAGE>

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

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

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

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

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

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

                           (iii)    The Institutional Trustee shall have the
                  power and authority, and is hereby authorized, to act on
                  behalf of the Trust with respect to any of the duties,
                  liabilities, powers or the authority of the Administrators set
                  forth in Section 2.6(a)(i)(E) and (F) herein but shall not
                  have a duty to do any such act unless specifically requested
                  to do so in writing by the Sponsor, and shall then be fully
                  protected in acting pursuant to such written request; and in
                  the event of a conflict between the action of the
                  Administrators and the action of the Institutional Trustee,
                  the action of the Institutional Trustee shall prevail.

                  (b)      So long as this Declaration remains in effect, the
Trust (or the Trustees or Administrators acting on behalf of the Trust) shall
not undertake any business, activities or transaction except as expressly
provided herein or contemplated hereby. In particular, neither the Trustees nor
the Administrators may cause the Trust to (i) acquire any investments or engage
in any activities not authorized by this Declaration, (ii) sell, assign,
transfer, exchange, mortgage, pledge, set-off or otherwise dispose of any of the
Trust Property or interests therein, including to Holders, except as expressly
provided herein, (iii) take any action that would cause

                                       13

<PAGE>

(or in the case of the Institutional Trustee, to the actual knowledge of a
Responsible Officer would cause) the Trust to fail or cease to qualify as a
grantor trust for United States federal income tax purposes, (iv) incur any
indebtedness for borrowed money or issue any other debt or (v) take or consent
to any action that would result in the placement of a lien on any of the Trust
Property. The Institutional Trustee shall, at the sole cost and expense of the
Trust subject to reimbursement under Section 9.6(a), defend all claims and
demands of all Persons at any time claiming any lien on any of the Trust
Property adverse to the interest of the Trust or the Holders in their capacity
as Holders.

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

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

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

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

                  (d)      Notwithstanding anything herein to the contrary, the
Administrators, the Institutional Trustee and the Holders of a Majority in
liquidation amount of the Common Securities are authorized and directed to
conduct the affairs of the Trust and to operate the Trust so that (i) the Trust
will not be deemed to be an Investment Company required to be registered under
the Investment Company Act (in the case of the Institutional Trustee, to the
actual knowledge of a Responsible Officer), and (ii) the Trust will not fail to
be classified as a grantor trust for United States federal income tax purposes
(in the case of the Institutional Trustee, to the actual knowledge of a
Responsible Officer) and (iii) the Trust will not take any action inconsistent
with the treatment of the Debentures as indebtedness of the Debenture Issuer for
United States federal income tax purposes (in the case of the Institutional
Trustee, to the actual knowledge of a Responsible Officer). In this connection,
the Institutional Trustee, the Administrators and the Holders of a Majority in
liquidation amount of the Common Securities are authorized to take any action,
not inconsistent with applicable laws or this Declaration, as amended from time
to time, that each of the Institutional Trustee, the Administrators and such
Holders determine in their discretion to be necessary or desirable for such
purposes, even if such action adversely affects the interests of the Holders of
the Capital Securities.

                                       14

<PAGE>

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

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

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

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

                  SECTION 2.7. Prohibition of Actions by the Trust and the
Trustees.

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

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

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

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

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

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

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

                  (g)      other than as provided in this Declaration (including
Annex I), (i) direct the time, method and place of exercising any trust or power
conferred upon the Debenture Trustee with respect to the Debentures, (ii) waive
any past default that is waivable under the Indenture, (iii) exercise any right
to rescind or annul any declaration that the principal of all the Debentures
shall be due and payable, or (iv) consent to any amendment, modification or
termination of the Indenture or the Debentures where such consent shall be
required unless the

                                       15

<PAGE>

Trust shall have received a written opinion of counsel experienced in such
matters to the effect that such amendment, modification or termination will not
cause the Trust to cease to be classified as a grantor trust for United States
federal income tax purposes.

                  SECTION 2.8. Powers and Duties of the Institutional Trustee.

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

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

                  (c)      The Institutional Trustee shall:

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

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

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

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

                  (e)      The Institutional Trustee may bring or defend, pay,
collect, compromise, arbitrate, resort to legal action with respect to, or
otherwise adjust claims or demands of or against, the Trust (a "Legal Action")
which arise out of or in connection with an Event of Default of which a
Responsible Officer of the Institutional Trustee has actual knowledge or the
Institutional Trustee's duties and obligations under this Declaration or the
Trust Indenture Act; provided, however, that if an Event of Default has occurred
and is continuing and such event is

                                       16

<PAGE>

attributable to the failure of the Debenture Issuer to pay interest or premium,
if any, on or principal of the Debentures on the date such interest, premium, if
any, or principal is otherwise payable (or in the case of redemption, on the
date of redemption), then a Holder of the Capital Securities may directly
institute a proceeding for enforcement of payment to such Holder of the
principal of or premium, if any, or interest on the Debentures having a
principal amount equal to the aggregate liquidation amount of the Capital
Securities of such Holder (a "Direct Action") on or after the respective due
date specified in the Debentures. In connection with such Direct Action, the
rights of the Holders of the Common Securities will be subrogated to the rights
of such Holder of the Capital Securities to the extent of any payment made by
the Debenture Issuer to such Holder of the Capital Securities in such Direct
Action; provided, however, that a Holder of the Common Securities may exercise
such right of subrogation only if no Event of Default with respect to the
Capital Securities has occurred and is continuing.

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

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

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

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

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

                  SECTION 2.9. Certain Duties and Responsibilities of the
Trustees and the Administrators.

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

                                       17

<PAGE>

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

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

                  (d)      No provision of this Declaration shall be construed
to relieve the Institutional Trustee from liability for its own negligent
action, its own negligent failure to act, or its own willful misconduct or bad
faith with respect to matters that are within the authority of the Institutional
Trustee under this Declaration, except that:

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

                           (ii)     the Institutional Trustee shall not be
                  liable with respect to any action taken or omitted to be taken
                  by it in good faith in accordance with the direction of the
                  Holders of a Majority in liquidation amount of the Capital
                  Securities or the Common Securities, as applicable, relating
                  to the time, method

                                       18

<PAGE>

                  and place of conducting any proceeding for any remedy
                  available to the Institutional Trustee, or exercising any
                  trust or power conferred upon the Institutional Trustee under
                  this Declaration;

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

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

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

                  SECTION 2.10. Certain Rights of Institutional Trustee. Subject
to the provisions of Section 2.9:

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

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

                                       19

<PAGE>

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

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

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

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

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

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

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

                  (j)      whenever in the administration of this Declaration
the Institutional Trustee shall deem it desirable to receive instructions with
respect to enforcing any remedy or right or taking any other action hereunder,
the Institutional Trustee (i) may request instructions from the Holders of the
Common Securities and the Capital Securities, which instructions may be given

                                       20

<PAGE>

only by the Holders of the same proportion in liquidation amount of the Common
Securities and the Capital Securities as would be entitled to direct the
Institutional Trustee under the terms of the Common Securities and the Capital
Securities in respect of such remedy, right or action, (ii) may refrain from
enforcing such remedy or right or taking such other action until such
instructions are received, and (iii) shall be fully protected in acting in
accordance with such instructions;

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

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

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

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

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

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

                                       21

<PAGE>

a Trustee for the sole and limited purpose of fulfilling the requirements of
Section 3807 of the Statutory Trust Act.

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

                  SECTION 2.13. Not Responsible for Recitals or Issuance of
Securities. The recitals contained in this Declaration and the Securities shall
be taken as the statements of the Sponsor, and the Trustees do not assume any
responsibility for their correctness. The Trustees make no representations as to
the value or condition of the Trust Property or any part thereof. The Trustees
make no representations as to the validity or sufficiency of this Declaration,
the Debentures or the Securities.

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

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

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

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

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

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

                                       22

<PAGE>

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

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

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

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

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

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

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

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

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

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

                                       23

<PAGE>

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

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

                                  ARTICLE III

                                     SPONSOR

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

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

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

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

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

                                   ARTICLE IV

                           TRUSTEES AND ADMINISTRATORS

                  SECTION 4.1. Number of Trustees. The number of Trustees
initially shall be two, and:

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<PAGE>

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

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

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

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

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

                  The initial Delaware Trustee shall be Wilmington Trust
Company.

                  SECTION 4.3. Institutional Trustee; Eligibility.

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

                           (i)      not be an Affiliate of the Sponsor;

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

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

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

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<PAGE>

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

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

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

                  SECTION 4.5. Appointment, Removal and Resignation of the
Trustees and the Administrators.

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

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

                  (c)      Unless an Event of Default shall have occurred and be
continuing, any Trustee may be removed at any time by an act of the Holders of a
Majority in liquidation amount of the Common Securities. If any Trustee shall be
so removed, the Holders of the Common Securities, by act of the Holders of a
Majority in liquidation amount of the Common Securities delivered to the
Relevant Trustee, shall promptly appoint a successor Relevant Trustee, and such
successor Trustee shall comply with the applicable requirements of this Section.
If an Event of Default shall have occurred and be continuing, the Institutional
Trustee or the Delaware Trustee, or both of them, may be removed by the act of
the Holders of a Majority in liquidation amount of the Capital Securities,
delivered to the Relevant Trustee (in its

                                       26

<PAGE>

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

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

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

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

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

                                       27

<PAGE>

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

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

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

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

                  SECTION 4.8. Meetings of the Trustees and the Administrators.
Meetings of the Trustees or the Administrators shall be held from time to time
upon the call of any Trustee or Administrator, as applicable. Regular meetings
of the Trustees and the Administrators, respectively, may be in person in the
United States or by telephone, at a place (if applicable) and time fixed by
resolution of the Trustees or the Administrators, as applicable. Notice of any
in-person meetings of the Trustees or the Administrators shall be hand delivered
or otherwise delivered in writing (including by facsimile, with a hard copy by
overnight courier) not less than 48 hours before such meeting. Notice of any
telephonic meetings of the Trustees or the Administrators or any committee
thereof shall be hand delivered or otherwise delivered in writing (including by
facsimile, with a hard copy by overnight courier) not less than 24 hours before
a meeting. Notices shall contain a brief statement of the time, place and
anticipated purposes of the meeting. The presence (whether in person or by
telephone) of a Trustee or an Administrator, as the case may be, at a meeting
shall constitute a waiver of notice of such meeting except where a Trustee or an
Administrator, as the case may be, attends a meeting for the express purpose of
objecting to the transaction of any activity on the ground that the meeting has
not been lawfully called or convened. Unless provided otherwise in this
Declaration, any action of the Trustees or the Administrators, as the case may
be, may be taken at a meeting by vote of a majority of the Trustees or the
Administrators present (whether in person or by telephone) and eligible to vote
with respect to such matter; provided, that, in the case of the Administrators,
a Quorum is present, or without a meeting by the unanimous written consent of
the Trustees or the Administrators, as the case may be. Meetings of the Trustees
and the Administrators together shall be held from time to time upon the call of
any Trustee or Administrator.

                                       28

<PAGE>

                  SECTION 4.9. Delegation of Power. (a) Any Trustee or any
Administrator, as the case may be, may, by power of attorney consistent with
applicable law, delegate to any other natural person over the age of 21 that is
a U.S. Person his or her power for the purpose of executing any documents,
instruments or other writings contemplated in Section 2.6.

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

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

                                    ARTICLE V

                                  DISTRIBUTIONS

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

                                       29

<PAGE>

                                   ARTICLE VI

                             ISSUANCE OF SECURITIES

                  SECTION 6.1. General Provisions Regarding Securities.

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

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

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

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

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

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<PAGE>

                  SECTION 6.2. Paying Agent, Transfer Agent, Calculation Agent
and Registrar.

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

                  (b)      The Trust shall also appoint a Calculation Agent,
which shall determine the Coupon Rate in accordance with the terms of the
Securities. The Trust initially appoints the Institutional Trustee as
Calculation Agent.

                  SECTION 6.3. Form and Dating.

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

                                       31

<PAGE>

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

                  SECTION 6.4. Mutilated, Destroyed, Lost or Stolen
Certificates. If:

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

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

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

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

                  SECTION 6.7. Rights of Holders; Waivers of Past Defaults.

                  (a)      The legal title to the Trust Property is vested
exclusively in the Institutional Trustee (in its capacity as such) in accordance
with Section 2.5, and the Holders shall not have any right or title therein
other than the undivided beneficial interest in the assets of the Trust
conferred by their Securities and they shall have no right to call for any
partition or division of property, profits or rights of the Trust except as
described below. The Securities

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<PAGE>

shall be personal property giving only the rights specifically set forth therein
and in this Declaration. The Securities shall have no, and the issuance of the
Securities shall not be subject to, preemptive or other similar rights and when
issued and delivered to Holders against payment of the purchase price therefor,
the Securities will be fully paid and nonassessable by the Trust.

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

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

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

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

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

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

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

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

                  (d)      The Holders of a Majority in liquidation amount of
the Capital Securities may, on behalf of the Holders of all the Capital
Securities, waive any past Default or Event of Default, except a Default or
Event of Default arising from the non-payment of principal of or premium, if
any, or interest on the Debentures (unless such Default or Event of Default has
been cured and a sum sufficient to pay all matured installments of interest,
premium and principal due otherwise than by acceleration has been deposited with
the Debenture Trustee) or a Default

                                       33

<PAGE>

or Event of Default in respect of a covenant or provision that under the
Indenture cannot be modified or amended without the consent of the holder of
each outstanding Debenture. No such rescission shall affect any subsequent
default or impair any right consequent thereon.

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

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

                                  ARTICLE VII

                      DISSOLUTION AND TERMINATION OF TRUST

                  SECTION 7.1. Dissolution and Termination of Trust. (a) The
Trust shall dissolve on the first to occur of :

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

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

                           (iii)    (other than in connection with a merger,
                  consolidation or similar transaction permitted by the
                  Indenture, this Declaration or the Guarantee, as the case may
                  be) the filing of a certificate of dissolution or its
                  equivalent with respect

                                       34

<PAGE>

                  to the Sponsor or upon the revocation of the charter of the
                  Sponsor and the expiration of 90 days after the date of
                  revocation without a reinstatement thereof;

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

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

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

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

                  (b)      As soon as is practicable after the occurrence of an
event referred to in Section 7.1(a), and after satisfaction of liabilities to
creditors of the Trust as required by applicable law, including Section 3808 of
the Statutory Trust Act, and subject to the terms set forth in Annex I, the
Institutional Trustee shall terminate the Trust by filing a certificate of
cancellation with the Secretary of State of the State of Delaware.

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

                                  ARTICLE VIII

                              TRANSFER OF INTERESTS

                  SECTION 8.1. General. (a) Where Capital Securities are
presented to the Registrar with a request to register a transfer or to exchange
them for an equal aggregate liquidation amount of Capital Securities represented
by different Certificates, the Registrar shall register the transfer or make the
exchange if its requirements for such transactions are met. To permit
registrations of transfers and exchanges, the Trust shall issue and the
Institutional Trustee shall authenticate Capital Securities at the Registrar's
request.

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

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

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<PAGE>

to be the Holder of such Capital Securities for any purpose, including, but not
limited to, the receipt of Distributions on such Capital Securities, and such
transferee shall be deemed to have no interest whatsoever in such Capital
Securities.

                  (d)      The Registrar shall provide for the registration of
Securities and of transfers of Securities, which will be effected without charge
but only upon payment (with such indemnity as the Registrar may require) in
respect of any tax or other governmental charges that may be imposed in relation
to it. Upon surrender for registration of transfer of any Securities, the
Registrar shall cause one or more new Securities to be issued in the name of the
designated transferee or transferees. Any Security issued upon any registration
of transfer or exchange pursuant to the terms of this Declaration shall evidence
the same Security and shall be entitled to the same benefits under this
Declaration as the Security surrendered upon such registration of transfer or
exchange. Every Security surrendered for registration of transfer shall be (i)
duly endorsed or accompanied by a written instrument of transfer in form
reasonably satisfactory to the Registrar duly executed by the Holder or such
Holder's attorney duly authorized in writing and (ii) accompanied, if such
Security is being transferred prior to the Resale Restriction Termination Date,
by a certificate substantially in the form set forth as Exhibit B or C, as
applicable, hereto. Each Security surrendered for registration of transfer shall
be canceled by the Institutional Trustee pursuant to Section 6.6. A transferee
of a Security shall be entitled to the rights and subject to the obligations of
a Holder hereunder upon the receipt by such transferee of a Security. By
acceptance of a Security, each transferee shall be deemed to have agreed to be
bound by this Declaration.

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

                  SECTION 8.2. Transfer Procedures and Restrictions.

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

                  (b)      When Capital Securities are presented to the
Registrar (x) to register the transfer of such Capital Securities, or (y) to
exchange such Capital Securities for an equal

                                       36

<PAGE>

aggregate liquidation amount of Capital Securities represented by different
Certificates, the Registrar shall register the transfer or make the exchange as
requested if its reasonable requirements for such transaction are met; provided,
however, that the Capital Securities surrendered for registration of transfer or
exchange shall be duly endorsed or accompanied by a written instrument of
transfer in form reasonably satisfactory to the Trust and the Registrar duly
executed by the Holder thereof or his attorney duly authorized in writing and
(i) if such Capital Securities are being transferred prior to the Resale
Restriction Termination Date to a QIB, accompanied by a certificate of the
transferor substantially in the form set forth as Exhibit C hereto or (ii) if
such Capital Securities are being transferred prior to the Resale Restriction
Termination Date otherwise than to a QIB, accompanied by a certificate of the
transferee substantially in the form set forth as Exhibit B hereto.

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

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

                                       37

<PAGE>

INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION
WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (D) PURSUANT TO
OFFERS AND SALES TO NON-US PERSONS THAT OCCUR OUTSIDE THE UNITED STATES PURSUANT
TO REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO
THE RIGHT OF THE DEBENTURE ISSUER AND THE TRUST PRIOR TO ANY SUCH OFFER, SALE OR
TRANSFER PURSUANT TO CLAUSES (C), (D) OR (E) ABOVE TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH
OF THEM IN ACCORDANCE WITH THE AMENDED AND RESTATED DECLARATION OF TRUST, A COPY
OF WHICH MAY BE OBTAINED FROM THE DEBENTURE ISSUER OR THE TRUST. THE HOLDER OF
THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF
OR THEREOF, AS THE CASE MAY BE, AGREES THAT IT WILL COMPLY WITH THE FOREGOING
RESTRICTIONS.

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

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<PAGE>

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

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

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

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

                                   ARTICLE IX

                           LIMITATION OF LIABILITY OF
                    HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

                  SECTION 9.1. Liability. (a) Except as expressly set forth in
this Declaration, the Guarantee and the terms of the Securities, the Sponsor
shall not be:

                                       39

<PAGE>

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

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

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

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

                  SECTION 9.2. Exculpation. (a) No Indemnified Person shall be
liable, responsible or accountable in damages or otherwise to the Trust or any
Covered Person for any loss, damage or claim incurred by reason of any act or
omission performed or omitted by such Indemnified Person in good faith on behalf
of the Trust and in a manner such Indemnified Person reasonably believed to be
within the scope of the authority conferred on such Indemnified Person by this
Declaration or by law, except that an Indemnified Person (other than an
Administrator) shall be liable for any such loss, damage or claim incurred by
reason of such Indemnified Person's negligence, willful misconduct or bad faith
with respect to such acts or omissions and except that an Administrator shall be
liable for any such loss, damage or claim incurred by reason of such
Administrator's gross negligence, willful misconduct or bad faith with respect
to such acts or omissions.

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

                  SECTION 9.3. Fiduciary Duty. (a) To the extent that, at law or
in equity, an Indemnified Person has duties (including fiduciary duties) and
liabilities relating thereto to the Trust or to any other Covered Person, an
Indemnified Person acting under this Declaration shall not be liable to the
Trust or to any other Covered Person for its good faith reliance on the
provisions of this Declaration. The provisions of this Declaration, to the
extent that they restrict the duties and liabilities of an Indemnified Person
otherwise existing at law or in equity (other than the duties imposed on the
Institutional Trustee under the Trust Indenture Act), are agreed by the parties
hereto to replace such other duties and liabilities of the Indemnified Person.

                                       40

<PAGE>

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

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

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

                  SECTION 9.4. Indemnification. (a)

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

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

                                       41

<PAGE>

                  liability but in view of all the circumstances of the case,
                  such Person is fairly and reasonably entitled to indemnity for
                  such expenses which such Court of Chancery or such other court
                  shall deem proper.

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

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

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

                                       42

<PAGE>

                  that such Indemnified Person either believed to be opposed to
                  or did not believe to be in the best interests of the Trust,
                  or, with respect to any criminal proceeding, that such
                  Indemnified Person believed or had reasonable cause to believe
                  such conduct was unlawful. In no event shall any advance be
                  made (i) to a Company Indemnified Person in instances where
                  the Administrators, independent legal counsel or the Common
                  Security Holder reasonably determine that such Person
                  deliberately breached such Person's duty to the Trust or its
                  Common or Capital Security Holders or (ii) to a Fiduciary
                  Indemnified Person in instances where independent legal
                  counsel promptly and reasonably determines in a written
                  opinion that such Person deliberately breached such Person's
                  duty to the Trust or its Common or Capital Security Holders.

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

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

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

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

                                       43

<PAGE>

resulting or surviving entity as such Person would have with respect to such
constituent entity if its separate existence had continued.

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

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

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

                  SECTION 9.6. Compensation; Fee. (a) The Sponsor agrees:

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

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

                                       44

<PAGE>

                  such expense, disbursement or advance attributable to such
                  Person's negligence, willful misconduct or bad faith.

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

                                   ARTICLE X

                                   ACCOUNTING

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

                  SECTION 10.2. Certain Accounting Matters.

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

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

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

                                       45

<PAGE>

Administrators shall endeavor to deliver all such statements within 30 days
after the end of each Fiscal Year of the Trust.

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

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

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

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

                                       46

<PAGE>

                                   ARTICLE XI

                             AMENDMENTS AND MEETINGS

                  SECTION 11.1. Amendments. (a) Except as otherwise provided in
this Declaration or by any applicable terms of the Securities, this Declaration
may only be amended by a written instrument approved and executed by

                           (i)      the Institutional Trustee,

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

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

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

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

                           (i)      unless the Institutional Trustee shall have
                  first received

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

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

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

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

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

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

                  (c)      Except as provided in Section 11.1(d), (e) or (g), no
amendment shall be made, and any such purported amendment shall be void and
ineffective, unless the Holders of a

                                       47

<PAGE>

Majority in liquidation amount of the Capital Securities shall have consented to
such amendment.

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

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

                  (f)      The rights of the Holders of the Capital Securities
and Common Securities, as applicable, under Article IV to increase or decrease
the number of, and appoint and remove, Trustees shall not be amended without the
consent of the Holders of a Majority in liquidation amount of the Capital
Securities or Common Securities, as applicable.

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

                           (i)      cure any ambiguity;

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

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

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

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

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

                  (a)      Meetings of the Holders of the Capital Securities or
the Common Securities may be called at any time by the Administrators (or as
provided in the terms of such

                                       48

<PAGE>

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

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

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

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

                                       49

<PAGE>

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

                                  ARTICLE XII

                    REPRESENTATIONS OF INSTITUTIONAL TRUSTEE
                              AND DELAWARE TRUSTEE

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

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

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

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

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

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

                                       50

<PAGE>

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

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

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

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

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

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

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

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

                                  ARTICLE XIII
                                  MISCELLANEOUS

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

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<PAGE>

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

                                    STFC Capital Trust I
                                    c/o State Auto Financial Corporation
                                    518 East Broad Street
                                    Columbus, Ohio 43215-3976
                                    Attention: Steven J. Johnston
                                    Telecopy: 614-464-4911
                                    Telephone: 614-464-5029

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

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

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

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

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

                                    State Auto Financial Corporation
                                    518 East Broad Street
                                    Columbus, Ohio 43215-3976
                                    Attention: Steven J. Johnston
                                    Telecopy: 614-464-4911
                                    Telephone: 614-464-5029

                                       52

<PAGE>

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

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

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

                  SECTION 13.3. Submission to Jurisdiction.

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

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

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

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

                                       53

<PAGE>

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

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

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

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

                                       54

<PAGE>

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

                                      WILMINGTON TRUST COMPANY,
                                          as Delaware Trustee

                                      By:_______________________________________
                                          Name:
                                          Title

                                      WILMINGTON TRUST COMPANY,
                                          as Institutional Trustee

                                      By:_______________________________________
                                          Name:
                                          Title:

                                      STATE AUTO FINANCIAL CORPORATION,
                                          as Sponsor

                                      By:_______________________________________
                                          Name:
                                          Title:

                                      __________________________________________
                                      Robert H. Moone
                                          as Administrator

                                      __________________________________________
                                      Steven J. Johnston
                                         as Administrator

                                      __________________________________________
                                      John R. Lowther
                                         as Administrator

                                       55

<PAGE>

                                     ANNEX I

                                    TERMS OF
                    CAPITAL SECURITIES AND COMMON SECURITIES

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

                  1.       Designation and Number.

                  (a)      Capital Securities. 15,000 Capital Securities of STFC
Capital Trust I (the "Trust"), with an aggregate liquidation amount with respect
to the assets of the Trust of FIFTEEN MILLION Dollars ($15,000,000) and a
liquidation amount with respect to the assets of the Trust of $1,000 per Capital
Security, are hereby designated for the purposes of identification only as the
"InCapS(SM)" (the "Capital Securities"). The Capital Security Certificates
evidencing the Capital Securities shall be substantially in the form of Exhibit
A-1 to the Declaration, with such changes and additions thereto or deletions
therefrom as may be required by ordinary usage, custom or practice or to conform
to the rules of any stock exchange on which the Capital Securities are listed,
if any.

                  (b)      Common Securities. 464 Common Securities of the Trust
(the "Common Securities") will be evidenced by Common Security Certificates
substantially in the form of Exhibit A-2 to the Declaration, with such changes
and additions thereto or deletions therefrom as may be required by ordinary
usage, custom or practice. In the absence of an Event of Default, the Common
Securities will have an aggregate liquidation amount with respect to the assets
of the Trust of FOUR HUNDRED AND SIXTY-FOUR THOUSAND Dollars ($464,000) and a
liquidation amount with respect to the assets of the Trust of $1,000 per Common
Security.

                  2.       Distributions. (a) Distributions payable on each
Security will be payable at a floating rate of interest per annum, which, with
respect to any Distribution Period (as defined herein), will be equal to LIBOR,
as determined on the LIBOR Determination Date for such Distribution Period, plus
4.20% (the "Coupon Rate"); provided, that the Coupon Rate for any Distribution
Period prior to the Distribution Period commencing on the Distribution Payment
Date (as defined herein) in May 2008 may not exceed 12.5% per annum; provided,
further, that the Coupon Rate for any Distribution Period may not exceed the
Interest Rate (as defined in the Indenture) for the related Interest Period (as
defined in the Indenture). Distributions in arrears for more than one
Distribution Period will bear interest thereon, compounded quarterly, at the
applicable Coupon Rate for each Distribution Period thereafter (to the extent
permitted by applicable law). The term "Distributions", as used herein, includes
cash Distributions, any such compounded Distributions and any Additional
Interest payable on the Debentures unless otherwise stated. A Distribution is
payable only to the extent that payments are made in respect of the Debentures
held by the Institutional Trustee and to the extent the Institutional Trustee
has funds legally available in the Property Account therefor. The amount of
Distributions payable for any Distribution Period will be computed on the basis
of a 360-day year and the actual

                                     A-I-1

<PAGE>

number of days elapsed in such Distribution Period; provided, however, that if
the Special Redemption Date is before May 23, 2008, the amounts payable upon
redemption of the Securities pursuant to this Declaration shall be calculated as
set forth in the definition of Special Redemption Price.

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

                  (b)      LIBOR shall be determined by the Calculation Agent
for each Distribution Period in accordance with the following provisions:

                           (1)      On the second LIBOR Business Day (provided,
                  that on such day commercial banks are open for business
                  (including dealings in foreign currency deposits) in London (a
                  "LIBOR Banking Day"), and otherwise the next preceding LIBOR
                  Business Day that is also a LIBOR Banking Day) prior to March
                  1, June 1, September 1, or December 1, as the case may be,
                  immediately succeeding the commencement of such Distribution
                  Period (or, in the case of the first Distribution Period, on
                  May 20, 2003) (each such day, a "LIBOR Determination Date"),
                  LIBOR shall equal the rate, as obtained by the Calculation
                  Agent, for three-month U.S. Dollar deposits in Europe, which
                  appears on Telerate (as defined in the International Swap and
                  Derivatives Association, Inc. 2000 Interest Rate and Currency
                  Exchange Definitions) page 3750 or such other page as may
                  replace such page 3750, as of 11:00 a.m. (London time) on such
                  LIBOR Determination Date, as reported by Bloomberg Financial
                  Markets Commodities News or any successor service ("Telerate
                  Page 3750"). "LIBOR Business Day" means any day that is not a
                  Saturday, Sunday or other day on which commercial banking
                  institutions in The City of New York or Wilmington, Delaware
                  are authorized or obligated by law or executive order to be
                  closed. If such rate is superseded on Telerate Page 3750 by a
                  corrected rate before 12:00 noon (London time) on such LIBOR
                  Determination Date, the corrected rate as so substituted will
                  be LIBOR for such LIBOR Determination Date.

                           (2)      If, on such LIBOR Determination Date, such
                  rate does not appear on Telerate Page 3750, the Calculation
                  Agent shall determine the arithmetic mean of the offered
                  quotations of the Reference Banks (as defined below) to
                  leading banks in the London interbank market for three-month
                  U.S. Dollar deposits in Europe (in an amount determined by the
                  Calculation Agent) by reference to requests for quotations as
                  of approximately 11:00 a.m. (London time) on such LIBOR
                  Determination Date made by the Calculation Agent to the
                  Reference Banks. If, on such LIBOR Determination Date, at
                  least two of the Reference Banks provide such quotations,
                  LIBOR shall equal the arithmetic mean of such quotations. If,
                  on such LIBOR Determination Date, only one or none of the
                  Reference Banks provide such a quotation, LIBOR shall be
                  deemed to be the

                                     A-I-2

<PAGE>

                  arithmetic mean of the offered quotations that at least two
                  leading banks in The City of New York (as selected by the
                  Calculation Agent) are quoting on such LIBOR Determination
                  Date for three-month U.S. Dollar deposits in Europe at
                  approximately 11:00 a.m. (London time) (in an amount
                  determined by the Calculation Agent). As used herein,
                  "Reference Banks" means four major banks in the London
                  interbank market selected by the Calculation Agent.

                           (3)      If the Calculation Agent is required but is
                  unable to determine a rate in accordance with at least one of
                  the procedures provided above, LIBOR for such Distribution
                  Period shall be LIBOR in effect for the immediately preceding
                  Distribution Period.

                  (c)      All percentages resulting from any calculations on
the Securities will be rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point, with five one-millionths of a
percentage point rounded upward (e.g., 9.876545% (or .09876545) being rounded to
9.87655% (or .0987655)), and all dollar amounts used in or resulting from such
calculation will be rounded to the nearest cent (with one-half cent being
rounded upward).

                  (d)      On each LIBOR Determination Date, the Calculation
Agent shall notify, in writing, the Sponsor and the Paying Agent of the
applicable Coupon Rate that applies to the related Distribution Period. The
Calculation Agent shall, upon the request of a Holder of any Securities, inform
such Holder of the Coupon Rate that applies to the related Distribution Period.
All calculations made by the Calculation Agent in the absence of manifest error
shall be conclusive for all purposes and binding on the Sponsor and the Holders
of the Securities. The Paying Agent shall be entitled to rely on information
received from the Calculation Agent or the Sponsor as to the applicable Coupon
Rate. The Sponsor shall, from time to time, provide any necessary information to
the Paying Agent relating to any original issue discount and interest on the
Securities that is included in any payment and reportable for taxable income
calculation purposes.

                  (e)      Distributions on the Securities will be cumulative,
will accrue from the date of original issuance, and will be payable, subject to
extension of Distribution Periods as described herein, quarterly in arrears on
February 23, May 23, August 23 and November 23 of each year, commencing on
August 23, 2003 (each, a "Distribution Payment Date"). The Debenture Issuer has
the right under the Indenture to defer payments of interest on the Debentures by
extending the interest payment period for up to 20 consecutive quarterly periods
(each such extended interest payment period, together with all previous and
future consecutive extensions thereof, is referred to herein as an "Extension
Period") at any time and from time to time on the Debentures, subject to the
conditions described below and in the Indenture. No Extension Period may end on
a date other than a Distribution Payment Date or extend beyond the Maturity
Date, any Optional Redemption Date or the Special Redemption Date, as the case
may be (each such term as defined herein). During any Extension Period, interest
will continue to accrue on the Debentures, and interest on such accrued interest
(such accrued interest and interest thereon referred to herein as "Deferred
Interest") will accrue, at an annual rate equal to the Coupon Rate applicable
during such Extension Period, compounded quarterly from the date such Deferred
Interest would have been payable were it not for the Extension Period, to the
extent permitted by applicable law. At the end of any Extension Period, the
Debenture Issuer

                                      A-I-3

<PAGE>

shall pay all Deferred Interest then accrued and unpaid on the Debentures;
provided, however, that during any Extension Period, the Debenture Issuer may
not (i) declare or pay any dividends or distributions on, or redeem, purchase,
acquire, or make a liquidation payment with respect to, any of the Debenture
Issuer's capital stock, (ii) make any payment of principal or premium or
interest on or repay, repurchase or redeem any debt securities of the Debenture
Issuer that rank in all respects pari passu with or junior in interest to the
Debentures or (iii) make any payment under any guarantees of the Debenture
Issuer that rank in all respects pari passu with or junior in interest to the
Guarantee (other than (a) repurchases, redemptions or other acquisitions of
shares of capital stock of the Debenture Issuer (A) in connection with any
employment contract, benefit plan or other similar arrangement with or for the
benefit of one or more employees, officers, directors or consultants, (B) in
connection with a dividend reinvestment or stockholder stock purchase plan or
(C) in connection with the issuance of capital stock of the Debenture Issuer (or
securities convertible into or exercisable for such capital stock), as
consideration in an acquisition transaction entered into prior to the applicable
Extension Period, (b) as a result of any exchange or conversion of any class or
series of the Debenture Issuer's capital stock (or any capital stock of a
subsidiary of the Debenture Issuer) for any class or series of the Debenture
Issuer's capital stock or of any class or series of the Debenture Issuer's
indebtedness for any class or series of the Debenture Issuer's capital stock,
(c) the purchase of fractional interests in shares of the Debenture Issuer's
capital stock pursuant to the conversion or exchange provisions of such capital
stock or the security being converted or exchanged, (d) any declaration of a
dividend in connection with any stockholder's rights plan, or the issuance of
rights, stock or other property under any stockholder's rights plan, or the
redemption or repurchase of rights pursuant thereto, (e) any dividend in the
form of stock, warrants, options or other rights where the dividend stock or the
stock issuable upon exercise of such warrants, options or other rights is the
same stock as that on which the dividend is being paid or ranks pari passu with
or junior in interest to such stock or (f) any payments under the Capital
Securities Guarantee). Prior to the termination of any Extension Period, the
Debenture Issuer may further extend such Extension Period, provided, that no
Extension Period (including all previous and further consecutive extensions that
are part of such Extension Period) shall exceed 20 consecutive quarterly
periods. Upon the termination of any Extension Period and upon the payment of
all Deferred Interest, the Debenture Issuer may commence a new Extension Period,
subject to the requirements herein and in the Indenture. No interest or Deferred
Interest (except any Additional Interest that may be due and payable) shall be
due and payable during an Extension Period, except at the end thereof, but
Deferred Interest shall accrue upon each installment of interest that would
otherwise have been due and payable during such Extension Period until such
installment is paid.

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

                                      A-I-4

<PAGE>

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

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

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

                  (h)      If any Distribution Payment Date, other than any date
of redemption, falls on a day that is not a Business Day, then Distributions
payable will be paid on, and such Distribution Payment Date will be moved to,
the next succeeding Business Day, and additional Distributions will accrue for
each day that such payment is delayed as a result thereof.

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

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

                                      A-I-5

<PAGE>

after satisfaction of liabilities to creditors of the Trust, cause the
Debentures to be distributed to the Holders of the Securities on a Pro Rata
basis in accordance with the aggregate liquidation amount thereof.

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

                  Notwithstanding the foregoing, if a Liquidation of the Trust
occurs as described in clause (i), (ii), (iii) or (v) in the immediately
preceding paragraph, the Trust shall be liquidated by the Institutional Trustee
of the Trust as expeditiously as such Trustee determines to be practical by
distributing, after satisfaction of liabilities to creditors of the Trust (to
the extent not satisfied by the Debenture Issuer) as provided by applicable law,
to the Holders of the Securities, the Debentures on a Pro Rata basis, unless
such distribution is determined by the Institutional Trustee not to be
practical, in which event such Holders will be entitled to receive on a Pro Rata
basis, out of the assets of the Trust legally available for distribution to the
Holders of the Securities, after satisfaction of liabilities to creditors of the
Trust (to the extent not satisfied by the Debenture Issuer), an amount in cash
equal to the Liquidation Distribution. A Liquidation of the Trust pursuant to
clause (iv) of the immediately preceding paragraph shall occur if the
Institutional Trustee determines that such Liquidation is practical by
distributing, after satisfaction of liabilities to creditors of the Trust (to
the extent not satisfied by the Debenture Issuer), to the Holders of the
Securities on a Pro Rata basis, the Debentures, and such distribution occurs.

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

                  Upon any Liquidation of the Trust involving a distribution of
the Debentures, if at the time of such Liquidation, the Capital Securities were
rated by at least one nationally-

                                      A-I-6

<PAGE>

recognized statistical rating organization, the Debenture Issuer will use its
reasonable best efforts to obtain from at least one such or other rating
organization a rating for the Debentures.

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

                  4.       Redemption and Distribution.

                  (a)      The Debentures will mature on May 23, 2033 (the
"Maturity Date") at an amount in cash equal to 100% of the principal amount
thereof plus unpaid interest accrued thereon to such date (the "Maturity
Redemption Price"). The Debentures may be redeemed by the Debenture Issuer, at
its option, in whole or in part, on any Distribution Payment Date on or after
May 23, 2008 (each, an "Optional Redemption Date"), at the Optional Redemption
Price, upon not less than 30 nor more than 60 days' prior written notice to
holders of such Debentures. In addition, upon the occurrence and continuation of
a Tax Event or an Investment Company Event, the Debentures may be redeemed by
the Debenture Issuer, at its option, in whole but not in part, at any time
within 90 days following the occurrence of such Tax Event or Investment Company
Event, as the case may be (the "Special Redemption Date"), at the Special
Redemption Price, upon not less than 30 nor more than 60 days' prior written
notice to holders of the Debentures so long as such Tax Event or Investment
Company Event, as the case may be, is continuing. Additional interest may also
be payable by the Debenture Issuer in connection with such Tax Event or
Investment Company Event as specified in Section 10.02 of the Indenture. Any
such interest received by the Trust will be distributed promptly to Holders of
the Securities on a Pro Rata basis.

                  "Tax Event" means the receipt by the Debenture Issuer and the
Institutional Trustee for the benefit of the Trust of an opinion of counsel
experienced in such matters to the effect that, as a result of any amendment to
or change (including any announced prospective change) in the laws or any
regulations thereunder of the United States or any political subdivision or
taxing authority thereof or therein, or as a result of any official
administrative pronouncement (including any private letter ruling, technical
advice memorandum, regulatory procedure, notice or announcement) (an
"Administrative Action") or judicial decision interpreting or applying such laws
or regulations, regardless of whether such Administrative Action or judicial
decision is issued to or in connection with a proceeding involving the Debenture
Issuer or the Trust and whether or not subject to review or appeal, which
amendment, clarification, change, Administrative Action or decision is enacted,
promulgated or announced, in each case on or after the date of original issuance
of the Debentures, there is more than an insubstantial risk that: (i) the Trust
is, or will be within 90 days of the date of such opinion,

                                      A-I-7

<PAGE>

subject to United States federal income tax with respect to income received or
accrued on the Debentures; (ii) interest payable by the Debenture Issuer on the
Debentures is not, or within 90 days of the date of such opinion, will not be,
deductible by the Debenture Issuer, in whole or in part, for United States
federal income tax purposes; or (iii) the Trust is, or will be within 90 days of
the date of such opinion, subject to or otherwise required to pay or required to
withhold from Distributions, more than a de minimis amount of other taxes
(including withholding taxes), duties, assessments or other governmental
charges.

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

                  "Optional Redemption Price" means an amount in cash equal to
100% of the principal amount of the Debentures being redeemed plus unpaid
interest accrued on such Debentures to the related Optional Redemption Date or,
in the case of a redemption due to the occurrence of a Special Event, to the
Special Redemption Date if the Special Redemption Date is on or after May 23,
2008.

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

                  "Special Redemption Price" means, with respect to the
redemption of the Debentures following a Special Event, an amount in cash equal
to (1) if the Special Redemption Date is before May 23, 2008, the greater of (a)
100% of the outstanding principal amount thereof or (b) as determined by the
Quotation Agent, the sum of the present value of the principal amount payable as
part of the Optional Redemption Price with respect to a redemption as of May 23,
2008, together with the present value of interest payments calculated at a fixed
rate of interest per annum equal to 7.60% over the Remaining Life of such
Debentures, discounted to the Special Redemption Date on a quarterly basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate plus 2.0%, plus, in the case of either (a) or (b), unpaid interest accrued
on such Debentures to the Special Redemption Date and (2) if the Special
Redemption Date is on or after May 23, 2008, the Optional Redemption Price for
the Special Redemption Date.

                  "Comparable Treasury Issue" means, with respect to the Special
Redemption Date, the United States Treasury security selected by the Quotation
Agent as having a maturity comparable to the Remaining Life that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the Remaining Life. If no United States Treasury security has a
maturity which is within a period from three months before to three months after
May 23, 2008, the two most closely corresponding United States Treasury
securities shall be used as the

                                      A-I-8

<PAGE>

Comparable Treasury Issue, and the Treasury Rate shall be interpolated or
extrapolated on a straight-line basis, rounding to the nearest month using such
securities.

                  "Comparable Treasury Price" means, with respect to the Special
Redemption Date, (a) the average of three Reference Treasury Dealer Quotations
(as defined herein) for the Special Redemption Date received by the Quotation
Agent, after excluding the highest and lowest of five such Reference Treasury
Dealer Quotations so received, or (b) if the Quotation Agent receives fewer than
five such Reference Treasury Dealer Quotations, the average of all such
Reference Treasury Dealer Quotations.

                  "Primary Treasury Dealer" means a primary United States
Government securities dealer in The City of New York.

                  "Quotation Agent" means Citigroup Global Markets Inc. and its
successors; provided, however, that if the foregoing shall cease to be a Primary
Treasury Dealer, the Debenture Issuer shall substitute therefor another Primary
Treasury Dealer.

                  "Reference Treasury Dealer" means (i) the Quotation Agent and
(ii) any other Primary Treasury Dealer selected by the Debenture Trustee after
consultation with the Debenture Issuer.

                  "Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and the Special Redemption Date, the average, as
determined by the Quotation Agent, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Debenture Trustee by such Reference
Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day
preceding the Special Redemption Date.

                  "Remaining Life" means the period from the Special Redemption
Date through May 23, 2008.

                  "Treasury Rate" means, with respect to the Special Redemption
Price, (i) the yield, under the heading which represents the average for the
week immediately prior to the third Business Day immediately preceding the
Special Redemption Date, appearing in the most recently published statistical
release designated H.15 (519) or any successor publication which is published
weekly by the Board of Governors of the Federal Reserve System and which
establishes yields on actively traded United States Treasury securities adjusted
to constant maturity under the caption "Treasury Constant Maturities," for the
maturity corresponding to the Remaining Life (provided that if no maturity is
within three months before or after the Remaining Life, then the yields for the
two published maturities most closely corresponding to the Remaining Life shall
be determined and the Treasury Rate shall be interpolated or extrapolated from
such yields on a straight-line basis, rounding to the nearest month) or (ii) if
such release (or any successor release) is not published during the week
immediately prior to the third Business Day immediately preceding the Special
Redemption Date or does not contain such yields, the rate per annum equal to the
quarterly equivalent yield to maturity of the Comparable Treasury Issue,
calculated using a price for the Comparable Treasury Issue (expressed as a

                                      A-I-9

<PAGE>

percentage of its principal amount) equal to the Comparable Treasury Price for
the Special Redemption Date.

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

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

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

                  (e)      Redemption or Distribution Procedures.

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

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

                           (iii)    If the Securities are to be redeemed and the
         Trust gives a Redemption/Distribution Notice, which notice may only be
         issued if the Debentures are redeemed or repaid as set out in this
         Section (which notice will be irrevocable), then, provided, that the
         Institutional Trustee has a sufficient amount of cash in connection
         with the related redemption or maturity of the Debentures, the
         Institutional Trustee will pay

                                     A-I-10

<PAGE>

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

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

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

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

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

                  (b)      Subject to the requirements of obtaining a tax
opinion by the Institutional Trustee in certain circumstances set forth in the
last sentence of this paragraph, the Holders of a Majority in liquidation amount
of the Capital Securities, voting separately as a class, have the right to
direct the time, method, and place of conducting any proceeding for any remedy

                                     A-I-11

<PAGE>

available to the Institutional Trustee, or exercising any trust or power
conferred upon the Institutional Trustee under the Declaration, including (i)
directing the time, method, place of conducting any proceeding for any remedy
available to the Debenture Trustee, or exercising any trust or power conferred
on the Debenture Trustee with respect to the Debentures, (ii) waiving any past
default and its consequences that are waivable under the Indenture, (iii)
exercising any right to rescind or annul an acceleration of the principal of all
the Debentures or (iv) consenting on behalf of all the Holders of the Capital
Securities to any amendment, modification or termination of the Indenture or the
Debentures where such consent shall be required; provided, however, that, where
a consent or action under the Indenture would require the consent or act of the
holders of greater than a simple majority in principal amount of Debentures (a
"Super Majority") affected thereby, the Institutional Trustee may only give such
consent or take such action at the written direction of the Holders of not less
than the proportion in liquidation amount of the Capital Securities outstanding
which the relevant Super Majority represents of the aggregate principal amount
of the Debentures outstanding. If the Institutional Trustee fails to enforce its
rights under the Debentures after the Holders of a Majority or Super Majority,
as the case may be, in liquidation amount of such Capital Securities have so
directed the Institutional Trustee, to the fullest extent permitted by law, a
Holder of the Capital Securities may institute a legal proceeding directly
against the Debenture Issuer to enforce the Institutional Trustee's rights under
the Debentures without first instituting any legal proceeding against the
Institutional Trustee or any other person or entity. Notwithstanding the
foregoing, if an Event of Default has occurred and is continuing and such event
is attributable to the failure of the Debenture Issuer to pay interest or
premium, if any, on or principal of the Debentures on the date such interest,
premium, if any, or principal is payable (or in the case of redemption, the date
of redemption), then a Holder of the Capital Securities may directly institute a
proceeding for enforcement of payment, on or after the respective due dates
specified in the Debentures, to such Holder directly of the principal of or
premium, if any, or interest on the Debentures having an aggregate principal
amount equal to the aggregate liquidation amount of the Capital Securities of
such Holder. Except with respect to directing the time, method and place of
conducting a proceeding for a remedy, the Institutional Trustee shall not take
any of the actions described in clause (i), (ii), (iii) or (iv) above unless the
Institutional Trustee has obtained an opinion of tax counsel to the effect that,
as a result of such action, the Trust will not be classified as other than a
grantor trust for United States federal income tax purposes.

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

                  A waiver of an Indenture Event of Default will constitute a
waiver of the corresponding Event of Default hereunder. Any required approval or
direction of Holders of the Capital Securities may be given at a separate
meeting of Holders of the Capital Securities convened for such purpose, at a
meeting of all of the Holders of the Securities in the Trust or pursuant to
written consent. The Institutional Trustee will cause a notice of any meeting at
which Holders of the Capital Securities are entitled to vote, or of any matter
upon which action

                                     A-I-12

<PAGE>

by written consent of such Holders is to be taken, to be mailed to each Holder
of the Capital Securities. Each such notice will include a statement setting
forth the following information (i) the date of such meeting or the date by
which such action is to be taken, (ii) a description of any resolution proposed
for adoption at such meeting on which such Holders are entitled to vote or of
such matter upon which written consent is sought and (iii) instructions for the
delivery of proxies or consents. No vote or consent of the Holders of the
Capital Securities will be required for the Trust to redeem and cancel Capital
Securities or to distribute the Debentures in accordance with the Declaration
and the terms of the Securities.

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

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

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

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

                  (c)      Subject to Section 6.7 of the Declaration and only
after each Event of Default (if any) with respect to the Capital Securities has
been cured, waived or otherwise eliminated and subject to the requirements of
the second to last sentence of this paragraph, the Holders of a Majority in
liquidation amount of the Common Securities, voting separately as a class, may
direct the time, method, and place of conducting any proceeding for any remedy
available to the Institutional Trustee, or exercising any trust or power
conferred upon the Institutional Trustee under the Declaration, including (i)
directing the time, method, place of conducting any proceeding for any remedy
available to the Debenture Trustee, or exercising any trust or power conferred
on the Debenture Trustee with respect to the Debentures, (ii) waiving any past
default and its consequences that are waivable under the Indenture, or (iii)
exercising any right to rescind or annul an acceleration of the principal of all
the Debentures, provided, however, that, where a consent or action under the
Indenture would require a Super Majority, the Institutional Trustee may only
give such consent or take such action at the written direction of the Holders of
not less than the proportion in liquidation amount of the Common Securities
which the relevant Super Majority represents of the aggregate principal amount
of the Debentures outstanding. Notwithstanding this Section 6(c), the
Institutional Trustee shall not revoke any action previously authorized or
approved by a vote or consent of the Holders of the Capital Securities. Other
than with respect to directing the time, method and place of conducting any
proceeding for any remedy available to the Institutional Trustee or the
Debenture Trustee as

                                     A-I-13

<PAGE>

set forth above, the Institutional Trustee shall not take any action described
in clause (i), (ii) or (iii) above, unless the Institutional Trustee has
obtained an opinion of tax counsel to the effect that for the purposes of United
States federal income tax the Trust will not be classified as other than a
grantor trust on account of such action. If the Institutional Trustee fails to
enforce its rights under the Declaration, to the fullest extent permitted by
law, any Holder of the Common Securities may institute a legal proceeding
directly against any Person to enforce the Institutional Trustee's rights under
the Declaration, without first instituting a legal proceeding against the
Institutional Trustee or any other Person.

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

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

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

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

                                     A-I-14

<PAGE>

less than the proportion in liquidation amount of the Securities which the
relevant Super Majority represents of the aggregate principal amount of the
Debentures outstanding.

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

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

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

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

                                     A-I-15

<PAGE>

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

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

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

                                     A-I-16

<PAGE>

                                   EXHIBIT A-1

                      FORM OF CAPITAL SECURITY CERTIFICATE

                           [FORM OF FACE OF SECURITY]

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

                                     A-1-1

<PAGE>

TRUST, A COPY OF WHICH MAY BE OBTAINED FROM THE DEBENTURE ISSUER OR THE TRUST.
THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS
ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, AGREES THAT IT WILL COMPLY
WITH THE FOREGOING RESTRICTIONS.

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

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

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

                                      A-1-2

<PAGE>

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

                                      A-1-3

<PAGE>

         Certificate Number P-1          Number of Capital Securities 15,000

                    Certificate Evidencing Capital Securities

                                       of

                              STFC Capital Trust I

                               Capital Securities

                (liquidation amount $1,000 per Capital Security)

                  STFC Capital Trust I, a statutory trust created under the laws
of the State of Delaware (the "Trust"), hereby certifies that JPMorgan Chase
Bank, as Trustee for the benefit of Noteholders of InCapS Funding I, Ltd., is
the registered owner (the "Holder") of 15,000 capital securities of the Trust
representing undivided beneficial interests in the assets of the Trust,
designated as InCapS(SM) (liquidation amount $1,000 per Capital Security) (the
"Capital Securities"). Subject to the Declaration (as defined below), the
Capital Securities are transferable on the books and records of the Trust, in
person or by a duly authorized attorney, upon surrender of this Certificate duly
endorsed and in proper form for transfer. The Capital Securities represented
hereby are issued pursuant to, and the designation, rights, privileges,
restrictions, preferences and other terms and provisions of the Capital
Securities shall in all respects be subject to, the provisions of the Amended
and Restated Declaration of Trust of the Trust, dated as of May 22, 2003, among
Robert H. Moone, Steven J. Johnston and John R. Lowther, as Administrators,
Wilmington Trust Company, as Delaware Trustee, Wilmington Trust Company, as
Institutional Trustee, State Auto Financial Corporation, as Sponsor, and the
holders from time to time of undivided beneficial interests in the assets of the
Trust, including the designation of the terms of the Capital Securities as set
forth in Annex I to the Declaration, as the same may be amended from time to
time (the "Declaration"). Capitalized terms used herein but not defined shall
have the meaning given them in the Declaration. The Holder is entitled to the
benefits of the Guarantee and the Indenture to the extent provided therein. The
Sponsor will provide a copy of the Declaration, the Guarantee, and the Indenture
to the Holder without charge upon written request to the Sponsor at its
principal place of business.

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

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

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

                                      A-1-4

<PAGE>

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

                                        STFC CAPITAL TRUST I

                                        By:________________________________
                                           Name:
                                           Title: Administrator

                                        Dated:___________________________

                          CERTIFICATE OF AUTHENTICATION

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

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

                                        By:_______________________________
                                           Authorized Officer

                                        Dated:___________________________

                                      A-1-5

<PAGE>

                          [FORM OF REVERSE OF SECURITY]

                  Distributions payable on each Capital Security will be payable
at a floating rate of interest per annum, which, with respect to any
Distribution Period, will be equal to LIBOR, as determined on the LIBOR
Determination Date for such Distribution Period, plus 4.20% (the "Coupon Rate");
provided, that the Coupon Rate for any Distribution Period prior to the
Distribution Period commencing on the Distribution Payment Date (as defined
below) in May 2008 may not exceed 12.5% per annum; provided, further, that the
Coupon Rate for any Distribution Period may not exceed the Interest Rate (as
defined in the Indenture) for the related Interest Period (as defined in the
Indenture). Distributions in arrears for more than one Distribution Period will
bear interest thereon, compounded quarterly, at the applicable Coupon Rate for
each Distribution Period thereafter (to the extent permitted by applicable law).
The term "Distributions", as used herein, includes cash Distributions, any such
compounded Distributions and any Additional Interest payable on the Debentures,
unless otherwise stated. A Distribution is payable only to the extent that
payments are made in respect of the Debentures held by the Institutional Trustee
and to the extent the Institutional Trustee has funds legally available in the
Property Account therefor. The amount of Distributions payable for any
Distribution Period will be computed on the basis of a 360-day year and the
actual number of days elapsed in the applicable Distribution Period; provided,
however, if the Special Redemption Date is before May 23, 2008, the amounts
payable upon redemption of this Capital Security shall be calculated as set
forth in the definition of Special Redemption Price in the Declaration.

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

                                      A-1-6

<PAGE>

and payable during an Extension Period, except at the end thereof, but Deferred
Interest shall accrue upon each installment of interest that would otherwise
have been due and payable during such Extension Period until such installment is
paid.

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

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

                                      A-1-7

<PAGE>

                                   ASSIGNMENT

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

______________________________

______________________________

______________________________

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

______________________________

______________________________

______________________________

(Insert address and zip code of assignee),

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

                  Date:__________________

                  Signature:__________________

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

                  Signature Guarantee:(1) ____________________________

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

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

                                      A-1-8

<PAGE>

                                   EXHIBIT A-2

                       FORM OF COMMON SECURITY CERTIFICATE

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

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

                                     A-2-1

<PAGE>

         Certificate Number C-1           Number of Common Securities 464

                    Certificate Evidencing Common Securities

                                       of

                              STFC Capital Trust I

                  STFC Capital Trust I, a statutory trust created under the laws
of the State of Delaware (the "Trust"), hereby certifies that State Auto
Financial Corporation is the registered owner (the "Holder") of 464 common
securities of the Trust representing undivided beneficial interests in the
assets of the Trust (liquidation amount $1,000 per Common Security)(the "Common
Securities"). The Common Securities represented hereby are issued pursuant to,
and the designation, rights, privileges, restrictions, preferences and other
terms and provisions of the Common Securities shall in all respects be subject
to, the provisions of the Amended and Restated Declaration of Trust of the
Trust, dated as of May 22, 2003, among Robert H. Moone, Steven J. Johnston and
John R. Lowther, as Administrators, Wilmington Trust Company, as Delaware
Trustee, Wilmington Trust Company, as Institutional Trustee, the Holder, as
Sponsor, and the holders from time to time of undivided beneficial interests in
the assets of the Trust, including the designation of the terms of the Common
Securities as set forth in Annex I to the Declaration, as the same may be
amended from time to time (the "Declaration"). Capitalized terms used herein but
not defined shall have the meaning given them in the Declaration. The Sponsor
will provide a copy of the Declaration and the Indenture to the Holder without
charge upon written request to the Sponsor at its principal place of business.

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

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

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

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

                                     A-2-2

<PAGE>

                  IN WITNESS WHEREOF, the Trust has executed this certificate
this 22nd day of May, 2003.

                                        STFC CAPITAL TRUST I

                                        By:______________________________
                                           Name:
                                           Title: Administrator

                                     A-2-3

<PAGE>

                          [FORM OF REVERSE OF SECURITY]

                  Distributions payable on each Common Security will be
identical in amount to the Distributions payable on each Capital Security, which
is at a floating rate of interest per annum, which, with respect to any
Distribution Period, will be equal to LIBOR, as determined on the LIBOR
Determination Date for such Distribution Period, plus 4.20% (the "Coupon Rate");
provided, that the Coupon Rate for any Distribution Period prior to the
Distribution Period commencing on the Distribution Payment Date (as defined
below) in May 2008 may not exceed 12.5% per annum; provided, further, that the
Coupon Rate for any Distribution Period may not exceed the Interest Rate (as
defined in the Indenture) for the related Interest Period (as defined in the
Indenture). Distributions in arrears for more than one Distribution Period will
bear interest thereon, compounded quarterly, at the applicable Coupon Rate for
each Distribution Period thereafter (to the extent permitted by applicable law).
The term "Distributions", as used herein, includes cash Distributions, any such
compounded Distributions and any Additional Interest payable on the Debentures,
unless otherwise stated. A Distribution is payable only to the extent that
payments are made in respect of the Debentures held by the Institutional Trustee
and to the extent the Institutional Trustee has funds legally available in the
Property Account therefor. The amount of Distributions payable for any
Distribution Period will be computed on the basis of a 360-day year and the
actual number of days elapsed in the applicable Distribution Period; provided,
however, that if the Special Redemption Date is before May 23, 2008, the amounts
payable upon redemption of this Common Security shall be calculated as set forth
in the definition of Special Redemption Price in the Declaration..

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

                                     A-2-4

<PAGE>

or Deferred Interest (except any Additional Interest that may be due and
payable) shall be due and payable during an Extension Period, except at the end
thereof, but Deferred Interest shall accrue upon each installment of interest
that would otherwise have been due and payable during such Extension Period
until such installment is paid.

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

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

                                     A-2-5

<PAGE>

                                   ASSIGNMENT

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

______________________________

______________________________

______________________________

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

______________________________

______________________________

______________________________

(Insert address and zip code of assignee),

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

                  Date:____________________

                  Signature:________________________

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

                  Signature Guarantee:(1) ________________________

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

                                     A-2-6

<PAGE>

                                                                       EXHIBIT B

                         FORM OF TRANSFEREE CERTIFICATE
                  TO BE EXECUTED BY TRANSFEREES OTHER THAN QIBS

                                                               __________, [   ]

State Auto Financial Corporation
STFC Capital Trust I
518 East Broad Street
Columbus, Ohio 43215-3976

Re: Purchase of $1,000 liquidation amount of InCapS(SM)
    (the "Capital Securities") of STFC Capital Trust I

Ladies and Gentlemen:

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

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

                                      B-1

<PAGE>

purposes and not for any distribution in violation of the Securities Act. We
acknowledge on our behalf and on behalf of any investor account for which we are
purchasing Capital Securities that the Company and the Trust reserve the right
prior to any offer, sale or other transfer pursuant to clause (c) or (d) to
require the delivery of any opinion of counsel, certifications and/or other
information satisfactory to State Auto Financial Corporation (the "Company") and
the Trust. We understand that the certificates for any Capital Securities that
we receive prior to the Resale Restriction Termination Date will bear a legend
substantially to the effect of the foregoing.

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

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

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

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

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

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

                                      B-2

<PAGE>

represent that we have sole discretion with respect to each such investor
account and that we have full power to make the foregoing acknowledgments,
representations and agreements on behalf of each such investor account.

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

                              __________________________________
                              (Name of Purchaser)

                              By:_______________________________

                              Date:______________________________

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

Name:_______________________

Address:______________________

Taxpayer ID Number:_____________________

                                      B-3

<PAGE>

                                                                       EXHIBIT C

                         FORM OF TRANSFEROR CERTIFICATE
                             TO BE EXECUTED FOR QIBs

                                                               __________, [   ]

State Auto Financial Corporation
STFC Capital Trust I
518 East Broad Street
Columbus, Ohio 43215-3976

Re: Purchase of $1,000 liquidation amount of InCapS(SM)
    (the "Capital Securities") of STFC Capital Trust I

                  Reference is hereby made to the Amended and Restated
Declaration of Trust of STFC Capital Trust I, dated as of May 22, 2003 (the
"Declaration"), among Robert H. Moone, Steven J. Johnston and John R. Lowther,
as Administrators, Wilmington Trust Company, as Delaware Trustee, Wilmington
Trust Company, as Institutional Trustee, State Auto Financial Corporation, as
Sponsor, and the holders from time to time of undivided beneficial interests in
the assets of STFC Capital Trust I. Capitalized terms used but not defined
herein shall have the meanings given them in the Declaration.

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

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

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

                              __________________________
                              (Name of Transferor)

                           By:__________________________
                              Name:___________________________
                              Title:__________________________

                              Date:___________________________

                                      C-1

<PAGE>

                                                                       EXHIBIT D

                          FORM OF OFFICERS' CERTIFICATE

                           QUARTERLY FINANCIAL REPORT

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

                  PLEASE COMPLETE FOR EACH INSURANCE SUBSIDIARY

Name of Insurance Company: _________________________________

Date of Report:                                                      ___________

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

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

<TABLE>
<S>                                                                             <C>
Most Recently Reported NAIC Risk Based Capital Ratio                            ___________%

Total Policyholders' Surplus                                                    $__________

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

Total Admitted Assets                                                           $__________

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

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

Return on Policyholders' Surplus for the Trailing Twelve Month Period           ___________%
</TABLE>

<PAGE>

<TABLE>
<S>                                                                             <C>
For Property & Casualty Companies:

Expense Ratio                                                                   ___________%

Loss and LAE Ratio                                                              ___________%

Combined Ratio                                                                  ___________%

Net Premiums Written (trailing twelve month period)
to Policyholders' Surplus                                                       ___________%
</TABLE>

<PAGE>

                                  CERTIFICATION

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

                              Name: ______________________________

<PAGE>

                                     LEGEND

<TABLE>
<S>                                                          <C>
NAIC Risk Based Capital Ratio-P&C                            (Total Adjusted Capital (as defined in the NAIC RBC
                                                             Instructions for P&C Insurers) /Authorized Control
                                                             Level Risk-Based Capital)

NAIC Risk Based Capital Ratio-Life                           (Total Adjusted Capital (as defined in the NAIC RBC
                                                             Instructions for Life Insurers) /Authorized Control
                                                             Level Risk-Based Capital)

Total Capital and Surplus-Life                               Common Capital Stock + Preferred Capital Stock +
                                                             Aggregate Write-Ins for other than special surplus
                                                             funds + Surplus Notes + Gross Paid-In and Contributed
                                                             Surplus + Aggregate Write-Ins for Special Surplus Funds
                                                             + Unassigned Funds (Surplus) + Asset Valuation Reserve
                                                             - Treasury Stock

Total Capital and Surplus-P&C                                Aggregate Write-Ins for Special Surplus Funds + Common
                                                             Capital Stock + Preferred Capital Stock + Aggregate
                                                             Write-Ins for other than special surplus funds +
                                                             Surplus Notes +Gross Paid-In and Contributed Surplus
                                                             + Unassigned Funds (Surplus) - Treasury Stock

Total Admitted Assets                                        Total admitted assets as determined in accordance with
                                                             statutory accounting principles

Return on Policyholders' Surplus for                         Net Income/Policyholders' Surplus for the Trailing
the Trailing Twelve Month Period                             Twelve Month Period

Expense Ratio                                                Other Underwriting Expenses Incurred/Net premiums
                                                             Earned

Loss and LAE Ratio                                           (Losses Incurred + Loss Expenses Incurred)/Net Premiums
                                                             Earned

Combined Ratio                                               Expense Ratio + Loss and LAE Ratio

Net Premiums Written (trailing twelve month                  Net Premiums Written of the trailing twelve month
period) to Policyholders' Surplus                            period/Policyholders' Surplus
</TABLE>