<PAGE>

                                                                    EXHIBIT 4.28

                              Amended and Restated
                       Declaration of Trust for AWNA Trust

                                      Among

                          Allied Waste Industries, Inc.
                                  (as Sponsor)

                         U.S. Bank National Association
                              (as Property Trustee)

                      U.S. Bank Trust National Association
                              (as Delaware Trustee)

                                       and

                        THE REGULAR TRUSTEES NAMED HEREIN

                                       and

                      THE SEVERAL HOLDERS AS DEFINED HEREIN

                                   Dated as of
                               _____________, 2004

<PAGE>

                                   AWNA Trust

            Certain Sections of this Declaration of Trust relating to
          Sections 310 through 318 of the Trust Indenture Act of 1939

<TABLE>
<CAPTION>
                                                            Declaration of
  Trust Indenture                                               Trust
   Act Section                                                 Section
---------------------                                      ----------------
<S>                                                        <C>
Section 310 (a)(1)     ..................................  7.07
            (a)(2)     ..................................  7.07
            (a)(3)     ..................................  7.09
            (a)(4)     ..................................  2.07(a)(ii)
            (b)        ..................................  7.08
Section 311 (a)        ..................................  7.13
            (b)        ..................................  7.13
Section 312 (a)        ..................................  5.07
            (b)        ..................................  5.07
            (c)        ..................................  5.07
Section 313 (a)        ..................................  7.14
            (b)        ..................................  7.14
            (c)        ..................................  7.14
            (d)        ..................................  7.14
Section 314 (a)        ..................................  7.15
            (b)        ..................................  Not Applicable
            (c)(1)     ..................................  7.16, 7.17
            (c)(2)     ..................................  7.16, 7.17
            (c)(3)     ..................................  Not Applicable
            (d)        ..................................  Not Applicable
            (e)        ..................................  7.17
Section 315 (a)        ..................................  7.01(a), 7.03(a)
            (b)        ..................................  7.02, 10.08
            (c)        ..................................  7.01(a)
            (d)        ..................................  7.01, 7.03
            (e)        ..................................  Not Applicable
Section 316 (a)        ..................................  Not Applicable
            (a)(1)(A)  ..................................  Not Applicable
            (a)(1)(B)  ..................................  Not Applicable
            (a)(2)     ..................................  Not Applicable
            (b)        ..................................  Not Applicable
            (c)        ..................................  Not Applicable
</TABLE>

<PAGE>

<TABLE>
<S>                                                        <C>
Section 317 (a)(1)     ..................................  Not Applicable
            (a)(2)     ..................................  Not Applicable
            (b)        ..................................  5.09
Section 318 (a)        ..................................  10.10
</TABLE>

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

                                       3

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                                    <C>
ARTICLE 1 DEFINED TERMS..........................................................................................       1
     Section 1.01          Definitions...........................................................................       1

ARTICLE 2 CONTINUATION OF THE TRUST..............................................................................      11
     Section 2.01          Name..................................................................................      11
     Section 2.02          Office of the Delaware Trustee; Principal Place of Business...........................      11
     Section 2.03          Initial Contribution of Trust Property; Expenses of the Trust.........................      11
     Section 2.04          Issuance of the Trust Securities......................................................      12
     Section 2.05          Purchase and Exchange of Debentures...................................................      12
     Section 2.06          Declaration of Trust..................................................................      12
     Section 2.07          Authorization to Enter into Certain Transactions......................................      13
     Section 2.08          Assets of Trust.......................................................................      17
     Section 2.09          Title to Trust Property...............................................................      17

ARTICLE 3 PAYMENT ACCOUNT........................................................................................      17
     Section 3.01          Payment Account.......................................................................      17

ARTICLE 4 DISTRIBUTIONS; REDEMPTION..............................................................................      18
     Section 4.01          Distributions.........................................................................      18
     Section 4.02          Redemption............................................................................      19
     Section 4.03          Subordination of Trust Common Securities..............................................      21
     Section 4.04          Payment Procedures....................................................................      22
     Section 4.05          Tax Returns and Reports...............................................................      22
     Section 4.06          Payments under the Indenture..........................................................      23
     Section 4.07          Payments of Taxes, Duties, Etc. of the Trust..........................................      23

ARTICLE 5 TRUST SECURITIES CERTIFICATES..........................................................................      23
     Section 5.01          Initial Ownership.....................................................................      23
     Section 5.02          The Trust Securities Certificates.....................................................      23
     Section 5.03          Execution and Delivery of Trust Securities Certificates...............................      23
     Section 5.04          Registration of Transfer and Exchange of Trust Preferred Securities
                           Certificates..........................................................................      24
     Section 5.05          Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates....................      24
     Section 5.06          Persons Deemed Securityholders........................................................      25
     Section 5.07          Access to List of Securityholders' Names and Addresses................................      25
</TABLE>

                                        i

<PAGE>

<TABLE>
<S>                                                                                                                    <C>
     Section 5.08          Maintenance of Office or Agency.......................................................      25
     Section 5.09          Appointment of Paying Agent...........................................................      26
     Section 5.10          No Transfer of Trust Common Securities by Sponsor.....................................      26
     Section 5.11          Book-Entry Trust Preferred Securities Certificates; Trust Common Securities
                           Certificate...........................................................................      26
     Section 5.12          Definitive Trust Preferred Securities Certificates....................................      27
     Section 5.13          Rights of Securityholders.............................................................      28

ARTICLE 6 ACTS OF SECURITYHOLDERS; MEETINGS; VOTING..............................................................      28
     Section 6.01          Limitations on Voting Rights..........................................................      28
     Section 6.02          Notice of Meetings....................................................................      29
     Section 6.03          Meetings of Trust Preferred Security Holders..........................................      29
     Section 6.04          Voting Rights.........................................................................      30
     Section 6.05          Proxies, etc..........................................................................      30
     Section 6.06          Securityholder Action by Written Consent..............................................      30
     Section 6.07          Record Date for Voting and Other Purposes.............................................      30
     Section 6.08          Acts of Securityholders...............................................................      31
     Section 6.09          Inspection of Records.................................................................      32

ARTICLE 7 THE TRUSTEES...........................................................................................      32
     Section 7.01          Certain Duties and Responsibilities...................................................      32
     Section 7.02          Notice of Defaults; Direct Action by Securityholders..................................      33
     Section 7.03          Certain Rights of Property Trustee.  Subject to the provisions of Section 7.01:.......      33
     Section 7.04          Not Responsible for Recitals or Issuance of Securities................................      34
     Section 7.05          May Hold Securities...................................................................      34
     Section 7.06          Compensation; Indemnity; Fees.........................................................      35
     Section 7.07          Certain Trustees Required; Eligibility of Trustees....................................      36
     Section 7.08          Conflicting Interests.................................................................      36
     Section 7.09          Co-Trustees and Separate Trustee......................................................      36
     Section 7.10          Resignation and Removal; Appointment of Successor.....................................      38
     Section 7.11          Acceptance of Appointment by Successor................................................      39
     Section 7.12          Merger, Conversion, Consolidation or Succession to Business...........................      39
     Section 7.13          Preferential Collection of Claims Against Sponsor or Trust............................      40
     Section 7.14          Reports by Property Trustee...........................................................      40
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                                    <C>
     Section 7.15          Reports to the Property Trustee.......................................................      40
     Section 7.16          Evidence of Compliance with Conditions Precedent......................................      40
     Section 7.17          Statements Required in Officer's Certificate and Opinion of Counsel...................      41
     Section 7.18          Number of Regular Trustees............................................................      41
     Section 7.19          Delegation of Power...................................................................      41
     Section 7.20          Voting................................................................................      42

ARTICLE 8 DISSOLUTION AND LIQUIDATION............................................................................      42
     Section 8.01          Dissolution Upon Expiration Date......................................................      42
     Section 8.02          Early Dissolution.....................................................................      42
     Section 8.03          Termination of Obligations............................................................      42
     Section 8.04          Dissolution and Liquidation...........................................................      43

ARTICLE 9 MERGERS, ETC...........................................................................................      44
     Section 9.01          Mergers, Consolidations, Conversions, Amalgamations or Replacements of the
                           Trust.................................................................................      44

ARTICLE 10 MISCELLANEOUS PROVISIONS..............................................................................      45
     Section 10.01         Limitation of Rights of Securityholders...............................................      45
     Section 10.02         Amendment.............................................................................      45
     Section 10.03         Severability..........................................................................      47
     Section 10.04         Governing Law.........................................................................      47
     Section 10.05         Successors and Assigns................................................................      47
     Section 10.06         Headings..............................................................................      47
     Section 10.07         Reports, Notices and Demands..........................................................      47
     Section 10.08         Agreement Not to Petition.............................................................      48
     Section 10.09         Trust Indenture Act; Conflict with Trust Indenture Act................................      48
     Section 10.10         Acceptance of Terms of Declaration of Trust, Guarantees and the Indenture.............      49

EXHIBIT A........................................................................................................      A-1

EXHIBIT B........................................................................................................      B-1

EXHIBIT C........................................................................................................      C-1
</TABLE>

                                       iii

<PAGE>
      AMENDED AND RESTATED DECLARATION OF TRUST of AWNA Trust (the "Trust"),
dated as of ________, 2004, among (i) Allied Waste Industries, Inc., a Delaware
corporation (the "Sponsor" or "AWI"), (ii) U.S. Bank National Association, a
national banking association, as trustee (the "Property Trustee"), (iii) U.S.
Bank Trust National Association, a national banking association, as Delaware
trustee (the "Delaware Trustee"), (iv) _____________________________________,
individuals whose address is c/o Allied Waste Industries, Inc. 15880 North
Greenway-Hayden Loop, Suite 100, Scottsdale, Arizona 85260 (the "Allied Waste
Industries, Inc. Regular Trustees") (the Property Trustee, the Delaware Trustee
and the Regular Trustees are referred to collectively as the "Trustees"), and
(v) the several Holders (as defined herein).

                                   WITNESSETH:

      WHEREAS, the Sponsor and the Trustees have heretofore duly declared and
established a statutory trust pursuant to the Delaware Statutory Trust Act by
entering into a Declaration of Trust, dated as of November 25, 2002 (the
"Original Declaration of Trust"), and by executing and filing with the Secretary
of State of the State of Delaware a Certificate of Trust on November 25, 2002, a
copy of which is attached hereto as Exhibit A; and

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

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

                                   ARTICLE 1
                                  DEFINED TERMS

Section 1.01 Definitions.

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

            (1)   each capitalized term or phrase defined in this Article 1 has
      the meaning assigned to it in this Article 1 and includes the plural as
      well as the singular;

            (2)   each of the other terms used herein that is defined in the
      Trust Indenture Act, either directly or by reference therein, has the
      meaning assigned to it therein;

<PAGE>

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

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

      (b)   As used herein:

            "Act" has the meaning specified in Section 6.08.

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

            "Bankruptcy Event" means, with respect to any Person, the occurrence
      any of the following events:

                  (A)   Such Person, pursuant to or within the meaning of any
            Bankruptcy Law:

                        (i)   commences a voluntary case or proceeding;

                        (ii)  consents to the entry of an order for relief
                  against it in an involuntary case or proceeding;

                        (iii) consents to the appointment of a Custodian (as
                  defined herein) of it or for all or substantially all of its
                  property, and such Custodian is not discharged within 60 days;

                        (iv)  makes a general assignment for the benefit of its
                  creditors; or

                        (v)   admits in writing its inability to pay its debts
                  generally as they become due; or

                  (B)   A court of competent jurisdiction enters an order or
            decree under any Bankruptcy Law that:

                        (i)   is for relief against such Person in an
                  involuntary case or proceeding;

                        (ii)  appoints a Custodian of such Person for all or
                  substantially all of its properties; or

                                       2

<PAGE>

                        (iii) orders the liquidation of such Person;

            and in each case the order or decree remains unstayed and in effect
      for 60 days.

            "Bankruptcy Laws" means Title 11 of the United States Code, or
      similar or state law for the relief of debtors.

            "Board Resolution" means (i) a copy of a resolution certified by the
      Secretary or an Assistant Secretary of the Sponsor to have been duly
      adopted by the Sponsor's Board of Directors or a committee duly
      established thereby and to be in full force and effect on the date of such
      certification or (ii) a certificate signed by the authorized officer or
      officers of the Sponsor to whom the Sponsor's Board of Directors or a
      committee duly established thereby has delegated its authority, and in
      each case, delivered to the Trustees.

            "Book-Entry Trust Preferred Securities Certificates" means
      certificates representing Trust Preferred Securities issued in global,
      fully registered form with a Depository as described in Section 5.11.

            "Business Day" means a day other than (a) a Saturday or Sunday, (b)
      a day on which banking institutions in the City of New York are authorized
      or required by law or executive order to remain closed or (c) a day on
      which the principal corporate trust office of the Property Trustee or the
      Debenture Trustee is closed for business.

            "Certificate Depository Agreement" means the agreement among the
      Trust, the Property Trustee and The Depository Trust Company, as the
      initial Depository, dated as of the Closing Date, relating to the
      Book-Entry Trust Preferred Securities Certificates, as the same may be
      amended and supplemented from time to time.

            "Closing Date" means the time and date of delivery of Book-Entry
      Trust Preferred Securities Certificates and payment therefor pursuant to
      the Underwriting Agreement.

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

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

            "Corporate Trust Office" means the principal corporate trust office
      of the Property Trustee located in the State of ____ which at the date
      hereof is ______________________________________________________________.

            "Creditor" has the meaning specified in Section 2.03.

                                       3

<PAGE>

            "Custodian" means any receiver, trustee, assignee, liquidator,
      sequestrator, custodian or similar official under any Bankruptcy Law.

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

            "Debenture Redemption Date" means "Redemption Date" as defined in
      the Indenture or the Debentures.

            "Debenture Trustee" means U.S. Bank National Association, a national
      banking association, in its capacity as trustee under the Indenture, or
      any successor thereto appointed in accordance with the terms and
      provisions of the Indenture.

            "Debentures" means the [ ]% Junior Subordinated Debentures of the
      Sponsor issued pursuant to the Indenture.

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

            "Definitive Trust Preferred Securities Certificates" means
      certificates representing Trust Preferred Securities issued in
      certificated, fully registered form as described in Section 5.12.

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

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

            "Depository" means an organization registered as a "clearing agency"
      pursuant to Section 17A of the Securities Exchange Act of 1934, as
      amended, and the rules and regulations promulgated thereunder. The
      Depository Trust Company, New York, New York, will be the initial
      Depository.

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

                                       4

<PAGE>

            "Distributable Debentures" means the Debentures to be distributed to
      Holders of the Trust Securities pursuant to Section 8.04(a).

            "Distribution Date" has the meaning specified in Section 4.01(a).

            "Distributions" means amounts payable in respect of the Trust
      Securities as provided in Section 4.01.

            "Event of Default" means with respect to the Trust Preferred
      Securities (whatever the reason for such Event of Default and whether it
      shall be voluntary or involuntary or be effected by operation of law or
      pursuant to any judgment, decree or order of any court or any order, rule
      or regulation of any administrative or governmental body), (i) the
      occurrence of a Debenture Event of Default, (ii) default by the Property
      Trustee in the payment of any Distribution when it becomes due and
      payable, and continuation of such default for a period of 30 days, (iii)
      default by the Property Trustee in the payment of any Redemption Price of
      any Trust Preferred Security or Trust Common Security when it becomes due
      and payable, (iv) default in the performance, or breach, in any material
      respect, of any covenant or warranty of the Trustees herein (other than a
      covenant or warranty a default in the performance of which or the breach
      of which is covered by clause (ii) or (iii) above), and continuation of
      such default or breach for a period of 60 days after there has been given,
      by registered or certified mail, to the defaulting Trustee or Trustees by
      the Holders of at least 25% in Liquidation Preference of the Outstanding
      Trust Preferred Securities, a written notice specifying such default or
      breach and requiring it to be remedied and stating that such notice is a
      "Notice of Default" under this Declaration of Trust, or (v) the occurrence
      of a Bankruptcy Event with respect to the Property Trustee and the failure
      by AWI to appoint a successor Property Trustee within 60 days thereof.

            "Expiration Date" has the meaning specified in Section 8.01.

            "Extension Period" means the period or periods in which pursuant to
      the Indenture payments of interest on the Debentures are deferred by the
      Sponsor electing to extend the interest payment periods thereof for a
      period (including any extensions thereof) not exceeding 20 consecutive
      quarters with respect to each such deferral period.

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

            "Indemnified Person" means any of the Trustees, Affiliates of any
      Trustee, or any officers, directors, shareholders, members, partners,
      employees, representatives or agents of any Trustee, or any employee or
      agent of the Trust or its Affiliates.

            "Indenture" means the Junior Indenture, dated as of ____________-,
      2004, between the Sponsor and the Debenture Trustee, as trustee
      thereunder, as amended or supplemented from time to time.

            "Investment Company Event" means the receipt by the Trust or AWI of
      an opinion of counsel, rendered by a law firm having a recognized federal
      securities

                                       5

<PAGE>

      practice, to the effect that, as a result of the occurrence of a change in
      law or regulation or a change (including a prospective change) in
      interpretation or application of law or regulation by any legislative
      body, court, governmental agency or regulatory authority (a "Change in
      1940 Act Law"), there is more than an insubstantial risk that the Trust is
      or will be considered an "investment company" that is required to be
      registered under the 1940 Act, which Change in 1940 Act Law becomes
      effective on or after the date of original issuance of the Trust Preferred
      Securities.

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

            "Like Amount" means (i) with respect to a redemption of Trust
      Securities, Trust Securities having an aggregate Liquidation Preference
      equal to the aggregate principal amount of Debentures to be
      contemporaneously redeemed or repaid in accordance with the Indenture and
      the proceeds of which will be used to pay the Redemption Price of such
      Trust Securities and (ii) with respect to a distribution of Distributable
      Debentures to Holders of Trust Securities in connection with the
      dissolution and liquidation of the Trust, Distributable Debentures having
      an aggregate principal amount equal to the aggregate Liquidation
      Preference of the Trust Securities of the Holders to whom such
      Distributable Debentures are distributed.

            "Liquidation Date" means the date on which Distributable Debentures
      are to be distributed to Holders of Trust Securities in connection with a
      dissolution and liquidation of the Trust pursuant to Section 8.04(a).

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

            "Liquidation Preference" means the stated liquidation preference of
      $25 per Trust Security.

            "Majority in Liquidation Preference" means, with respect to the
      Trust Securities, or either class thereof, as the context may require,
      except as provided in the terms of the Trust Preferred Securities or by
      the Trust Indenture Act, Holders of Outstanding Trust Securities voting
      together as a single class or Holders of Outstanding Trust Preferred
      Securities voting separately as a class, who are the record owners of more
      than 50% of the aggregate Liquidation Preference (including the stated
      amount that would be paid on redemption, liquidation or otherwise, plus
      accumulated and unpaid Distributions to the date upon which the voting
      percentages are determined) of all Outstanding Trust Securities or all
      Outstanding Trust Preferred Securities, as the case may be.

            "Maturity Date of the Debentures" means ________, ____, as such date
      may be shortened or extended in accordance with the provisions of the
      Indenture.

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

                                       6

<PAGE>

            "Officer's Certificate" means a certificate signed by any one of the
      Chairman, the President, any Vice President, the Treasurer, any Assistant
      Treasurer or the Secretary of the Sponsor.

            "Opinion of Counsel" means a written opinion of counsel, who may be
      counsel for the Trust, the Property Trustee or the Sponsor or an Affiliate
      of the Sponsor, but not an employee of any thereof, and who shall be
      acceptable to the Property Trustee.

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

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

                  (A)   Trust Securities theretofore cancelled by the Regular
            Trustees or delivered to the Regular Trustees for cancellation;

                  (B)   Trust Securities for whose redemption money in the
            necessary amount has been theretofore deposited with the Property
            Trustee or any Paying Agent for the Holders of such Trust
            Securities; provided that, if such Trust Securities are to be
            redeemed, either irrevocable notice of such redemption has been duly
            given pursuant to this Declaration of Trust or, if notice
            conditioned on the deposit of the Redemption Price shall have been
            given, such condition shall have been satisfied;

                  (C)   Trust Securities which have been paid or in exchange for
            or in lieu of which other Trust Securities have been executed and
            delivered pursuant to Section 5.05, other than any such Trust
            Securities in respect of which there shall have been presented to
            the Property Trustee proof satisfactory to it that such Trust
            Securities are held by a bona fide purchaser; and

                  (D)   as provided in Section 8.04(c);

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

                                       7

<PAGE>

            "Paying Agent" means initially the Property Trustee and any
      co-paying agent appointed pursuant to Section 5.09.

            "Payment Account" means a segregated non-interest-bearing corporate
      trust account maintained by the Property Trustee in its trust department
      for the benefit of the Securityholders in which all amounts paid to the
      Property Trustee in respect of the Debentures or the Trust Guarantee will
      be held and from which the Property Trustee or such other Paying Agent
      shall make payments to the Securityholders in accordance with Article 4.

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

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

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

            "Redemption Price" means, with respect to any Trust Security, the
      Liquidation Preference of such Trust Security, plus accumulated and unpaid
      Distributions thereon to the Redemption Date.

            "Regular Trustees" means the individuals identified as the "Regular
      Trustees" in the preamble to this Declaration of Trust, solely in their
      respective capacities as Regular Trustees of the Trust created and
      continued hereunder and not their individual capacities, or such Regular
      Trustees' successors in interest in such capacity, or any successor
      regular trustee appointed as herein provided.

            "Representatives" means ____________________________________, as
      representatives of the several underwriters named in Schedule I to the
      Underwriting Agreement (the "Underwriters").

            "Securities Register" and "Securities Registrar" have the respective
      meanings specified in Section 5.04.

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

            "Special Event" means a Tax Event or an Investment Company Event.

                                       8

<PAGE>

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

            "Successor Securities" has the meaning specified in Section 9.01.

            "Tax Action" means (a) any amendment to or change (including any
      announced prospective change) in the laws (or any regulations thereunder)
      of the United States, or of any State or the District of Columbia, or of
      any political subdivision or taxing authority thereof or therein, (b) any
      judicial decision interpreting, applying or clarifying such laws or
      regulations or (c) any administrative pronouncement or action that
      represents an official position (including a clarification of an official
      position) of the governmental authority or regulatory body making such
      administrative pronouncement or taking such action, in each such case that
      occurs on or after the date of original issuance of the Trust Preferred
      Securities.

            "Tax Event" means the receipt by AWI or the Trust of an opinion of
      counsel (which may be regular counsel to AWI or an Affiliate, but not an
      employee thereof and which must be acceptable to the Property Trustee),
      rendered by a law firm having a recognized federal and state tax and
      securities practice, to the effect that, as a result of a Tax Action,
      there is more than an insubstantial risk that (i) the Trust is, or will be
      within 90 days of the date thereof, subject to United States federal
      income tax with respect to income received or accrued on the Debentures,
      (ii) interest payable by on the Debentures is not, or within 90 days of
      the date thereof will not be, deductible by the Sponsor, 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 thereof, subject to more than a
      de minimis amount of other taxes, duties or other governmental charges.

            "Trust" means the Delaware statutory trust created and continued
      hereby and identified in the preamble to this Declaration of Trust.

            "Trust Common Security" means a [ ]% Trust Common Security
      (Liquidation Preference $25 per Trust Common Security) issued by the Trust
      representing an undivided beneficial interest in the assets of the Trust
      having a Liquidation Preference of $25 and having the rights provided
      therefor in this Declaration of Trust, including the right to receive
      Distributions and a Liquidation Distribution as provided herein.

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

            "Trust Guarantee" means the Trust Guarantee Agreement executed and
      delivered by the Sponsor to U.S. Bank National Association, a national
      banking association, as trustee thereunder, contemporaneously with the
      execution and delivery of this Declaration of Trust, for the benefit of
      the Holders of the Trust Preferred Securities, as amended from time to
      time.

            "Trust Indenture Act" means the Trust Indenture Act of 1939 as in
      force at the date as of which this Declaration of Trust was executed;
      provided, however, that in the event the Trust Indenture Act of 1939 is
      amended after such date, "Trust Indenture Act"

                                       9

<PAGE>

      means, to the extent required by any such amendment, the Trust Indenture
      Act of 1939 as so amended.

            "Trust Preferred Security" means a [ ]% Preferred Security
      (Liquidation Preference $[ ] per Trust Preferred Security) issued by the
      Trust representing an undivided preferred beneficial interest in the
      assets of the Trust and having rights provided therefor in this
      Declaration of Trust, including the right to receive Distributions and a
      Liquidation Distribution as provided herein.

            "Trust Preferred Securities Beneficial Owner" means a Person who is
      the beneficial owner of a book-entry interest, as reflected in the books
      of the Depository or on the books of a Person maintaining an account with
      the Depository (directly as a Depository Participant or as an indirect
      participant or otherwise, in each case in accordance with the rules of the
      Depository).

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

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

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

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

            "25% in Liquidation Preference" means with respect to the Trust
      Securities, or either class thereof, as the context may require, except as
      provided in the terms of the Trust Preferred Securities or by the Trust
      Indenture Act, Holders of Outstanding Trust Securities voting together as
      a single class or Holders of Outstanding Trust Preferred Securities voting
      separately as a class, who are the record owners of 25% of the aggregate
      Liquidation Preference (including the stated amount that would be paid on
      redemption, liquidation or otherwise, plus accumulated and unpaid
      Distributions to the date upon which the voting percentages are
      determined) of all Outstanding Trust Securities or all Outstanding Trust
      Preferred Securities, as the case may be.

            "Underwriting Agreement" means the Underwriting Agreement, dated [
      ], 2004, among the Trust, the Sponsor and the Representatives.

                                       10

<PAGE>

                                   ARTICLE 2
                            CONTINUATION OF THE TRUST

SECTION 2.01 Name.

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

SECTION 2.02 Office of the Delaware Trustee; Principal Place of Business.

      The address of the Delaware Trustee in the State of Delaware is 300 East
Delaware Avenue, 8th Floor, Wilmington, Delaware 19809-1515, or such other
address in the State of Delaware as the Delaware Trustee may designate by
written notice to the Property Trustee, Securityholders and the Sponsor. The
principal place of business of the Trust is c/o Allied Waste Industries, Inc.,
15880 North Greenway-Hayden Loop, Suite 100, Scottsdale, Arizona 85260.

Section 2.03 Initial Contribution of Trust Property; Expenses of the Trust.

      (a)   The Property Trustee acknowledges receipt in trust from the Sponsor
in connection with the Original Declaration of Trust of the sum of $25, which
constituted the initial Trust Property.

      (b)   The Sponsor shall be responsible for and shall pay for all
obligations (other than with respect to the Trust Securities) and all costs and
expenses of the Trust (including, but not limited to, costs and expenses
relating to the organization of the Trust, the issuance and sale of the Trust
Preferred Securities, the fees and expenses (including reasonable counsel fees
and expenses) of the Trustees as provided in Section 7.06, the costs and
expenses of accountants, attorneys, statistical or bookkeeping services,
expenses for printing and engraving and computing or accounting equipment,
Paying Agent(s), Securities Registrar, duplication, travel and telephone and
other telecommunications expenses and costs and expenses incurred in connection
with the disposition of Trust assets).

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

      (d)   The Sponsor's obligations under this Section 2.03 shall be for the
benefit of, and shall be enforceable by, the Property Trustee and any Person to
whom any such obligations, costs, expenses and taxes are owed (a "Creditor")
whether or not such Creditor has received notice hereof. The Property Trustee
and any such Creditor may enforce the Sponsor's obligations under this Section
2.03 directly against the Sponsor and the Sponsor irrevocably waives any right
or remedy to require that the Property Trustee or any such Creditor take any
action against the Trust or any other Person before proceeding against the
Sponsor. The Sponsor agrees to execute such additional agreements as may be
necessary or desirable in order to give full effect to the provisions of this
Section 2.03.

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<PAGE>

      (e)   The Sponsor shall make no claim upon the Trust Property for the
payment of such expenses.

SECTION 2.04 Issuance of the Trust Securities.

      The Sponsor, on behalf of the Trust, executed and delivered the
Underwriting Agreement. Contemporaneously with the execution and delivery of
this Declaration of Trust, not less than two Regular Trustees, on behalf of the
Trust, shall execute in accordance with Section 5.02 and cause the Property
Trustee to authenticate and deliver to the Representatives pursuant to Section 5
of the Underwriting Agreement a Book-Entry Trust Preferred Securities
Certificate or Certificates, registered in the name of the nominee of the
Depository, representing _____________ Trust Preferred Securities having an
aggregate Liquidation Preference of $____________, against payment by the
Representatives, on behalf of the Underwriters, and receipt by the Property
Trustee of the aggregate purchase price of such Trust Preferred Securities of
$___________. Contemporaneously therewith, not less than two Regular Trustees,
on behalf of the Trust, shall execute in accordance with Section 5.02 and
deliver to the Sponsor a Trust Common Securities Certificate, registered in the
name of the Sponsor, representing ________ Trust Common Securities having an
aggregate Liquidation Preference of $________, against payment by the Sponsor
and receipt by the Property Trustee of the purchase price of such Trust Common
Sponsor of $____________.

SECTION 2.05 Purchase of Debentures.

      Contemporaneously with the execution and delivery of this Declaration of
Trust, the Regular Trustees, on behalf of the Trust, shall purchase $___________
aggregate principal amount of Debentures from AWI, $____________, which
Debentures shall be registered in the name of the Property Trustee on behalf of
the Trust, and in satisfaction of the purchase price for such Debentures, shall
cause the Property Trustee, on behalf of the Trust, to deliver the sum of
$_______________ to the Sponsor, representing the proceeds of the Trust
Securities.

SECTION 2.06 Declaration of Trust.

      The exclusive purposes and functions of the Trust are (i) to issue and
sell Trust Securities and use the proceeds from such sale to acquire the
Debentures, (ii) to make Distributions and other payments on the Trust
Securities, (iii) to maintain the status of the Trust as a grantor trust for
United States federal income tax purposes, and (iv) except as otherwise limited
herein, to engage in only those other activities necessary, convenient or
incidental thereto. The Sponsor hereby appoints the Trustees as trustees of the
Trust, to have all the rights, powers and duties to the extent set forth herein,
and the Trustees hereby accept such appointment. The Property Trustee hereby
declares that it will hold the Trust Property in trust upon and subject to the
conditions set forth herein for the benefit of the Securityholders. The Regular
Trustees shall have all rights, powers and duties set forth herein. The Delaware
Trustee shall not be entitled to exercise any powers, nor shall the Delaware
Trustee have any of the duties and responsibilities of the Property Trustee or
the Regular Trustees set forth herein. The Delaware Trustee shall be one of the
Trustees of the Trust for the sole and limited purpose of fulfilling the
requirements of Section 3807 of the Delaware Statutory Trust Act.

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<PAGE>

SECTION 2.07 Authorization to Enter into Certain Transactions.

      (a)   The Trustees shall conduct the affairs of the Trust in accordance
with the terms of this Declaration of Trust. Subject to the limitations set
forth in paragraph (b) of this Section 2.07 and Article VII, and in accordance
with the following provisions (1) and (2), the Trustees shall have the authority
to enter into all transactions and agreements determined by the Trustees to be
appropriate in exercising the authority, express or implied, otherwise granted
to the Trustees under this Declaration of Trust, and to perform all acts in
furtherance thereof, including without limitation, the following:

            (1)   As among the Trustees, the Regular Trustees shall have the
      power and authority to act on behalf of the Trust with respect to the
      following matters:

                  (A)   issuing and selling the Trust Securities in accordance
            with this Declaration of Trust, and executing and delivering (after
            countersignature of the Trust Preferred Securities by the Property
            Trustee) Trust Securities Certificates representing the Trust
            Securities; provided, however, that the Trust may issue no more than
            one series of Trust Preferred Securities and no more than one series
            of Trust Common Securities, and, provided further, that there shall
            be no interests in the Trust other than the Trust Securities, and
            the issuance of Trust Securities shall be limited to a one-time,
            simultaneous issuance of both Trust Preferred Securities and Trust
            Common Securities on the Closing Date;

                  (B)   causing the Trust to enter into, and executing,
            delivering and performing on behalf of the Trust, the Expense
            Agreement, the Certificate Depository Agreement and such other
            agreements as may be necessary or desirable in connection with the
            purposes and function of the Trust, including the appointment of a
            successor Depository;

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

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

                  (E)   acquiring the Debentures with the proceeds of the sale
            of the Trust Securities and causing the Property Trustee to deliver
            payment of the purchase price therefor; provided, however, that the
            Regular Trustees shall cause legal title to the Debentures to be
            held of record in the name of the Property Trustee for the benefit
            of the Holders of the Trust Securities;

                                       13

<PAGE>

                  (F)   bringing or defending, paying, collecting, compromising,
            arbitrating, resorting to legal action, or otherwise adjusting
            claims or demands of or against the Trust unless the Property
            Trustee has the exclusive power to so act;

                  (G)   employing or otherwise engaging employees and agents
            (who may be designated as officers with titles) and managers,
            contractors, advisors, and consultants and paying reasonable
            compensation for such services;

                  (H)   causing the Trust to comply with the Trust's obligations
            under the Trust Indenture Act;

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

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

                  (K)   appointing a Person to act as Securities Registrar in
            accordance with this Declaration of Trust for the Trust Securities;

                  (L)   taking all actions 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 and of each other
            jurisdiction in which such existence is necessary to protect the
            limited liability of the Holders of the Trust Preferred Securities
            or to enable the Trust to effect the purposes for which the Trust
            was created;

                  (M)   to the extent provided in this Declaration of Trust,
            winding up the affairs of the Trust and dissolving the Trust and
            preparing, executing and filing the certificate of cancellation with
            the Secretary of State of the State of Delaware;

                  (N)   establishing a record date with respect to all actions
            to be taken hereunder that require a record date be established,
            including and with respect to, for the purposes of Section 316(c) of
            the Trust Indenture Act, Distributions, voting rights, redemptions
            and exchanges;

                  (O)   sending notices (other than notices of default) or
            assisting the Property Trustee in sending notices and other
            information regarding the Trust Securities and the Debentures to
            Securityholders in accordance with this Declaration of Trust;

                  (P)   qualifying the Trust to do business in any jurisdiction
            as may be necessary or desirable; provided, that no such
            qualification may be made in any jurisdiction if the effect of such
            qualification may be to diminish the limited liability of the
            Holders of Trust Preferred Securities as provided by this
            Declaration of Trust and the Delaware Statutory Trust Act;

                                       14

<PAGE>

                  (Q)   registering transfers of the Trust Securities in
            accordance with this Declaration of Trust if the Property Trustee is
            not the Securities Registrar; and

                  (R)   executing all documents or instruments, performing all
            duties and powers and taking any actions incidental to the foregoing
            as the Regular Trustees may from time to time determine are
            necessary or advisable pursuant to the terms of the Trust Securities
            or to give effect to the terms of this Declaration of Trust for the
            benefit of the Securityholders (without consideration of the effect
            of any such action on any particular Securityholder).

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

                  (A)   establishing and maintaining the Payment Account and
            appointing Paying Agents (subject to Section 5.09);

                  (B)   receiving payment of the purchase price of the Trust
            Securities;

                  (C)   delivering payment of the purchase price of the
            Debentures to AWI, as applicable, and receiving and holding the
            Debentures in its name for the benefit of the Trust;

                  (D)   collecting interest, principal and any other payments on
            the Debentures and depositing them in the Payment Account;

                  (E)   making Distributions and other payments to the
            Securityholders in respect of the Trust Securities, so long as the
            Property Trustee is acting as Paying Agent, whether solely or with
            any co-paying agent;

                  (F)   exercising all of the rights, powers and privileges of a
            holder under each Indenture and, if any Event of Default has
            occurred and is continuing, for the benefit of the Holders of the
            Trust Securities, in its discretion protecting and enforcing its
            rights as holder of the Debentures subject to the rights of the
            Holders pursuant to the terms of this Declaration of Trust;

                  (G)   sending notices of defaults, redemptions, Extension
            Periods, dissolutions, liquidations and other information regarding
            the Trust Securities and the Debentures to the Securityholders in
            accordance with this Declaration of Trust;

                  (H)   distributing the Trust Property in accordance with the
            terms of this Declaration of Trust;

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

                                       15

<PAGE>

                  (J)   registering transfers and exchanges of the Trust
            Preferred Securities in accordance with this Declaration of Trust
            (but only if at such time the Property Trustee shall be the
            Securities Registrar).

      (b)   So long as this Declaration of Trust remains in effect, the Trust
(or the Trustees acting on behalf of the Trust) shall not undertake any
business, activities or transaction except as expressly provided herein or
contemplated hereby. In particular, the Trustees acting on behalf of the Trust
shall not (i) acquire any assets or investments (other than the Debentures),
reinvest the proceeds derived from investments, possess any power or otherwise
act in such a way as to vary the Trust Property or engage in any activities not
authorized by this Declaration of Trust, (ii) sell, assign, transfer, exchange,
mortgage, pledge, set-off or otherwise dispose of any of the Trust Property or
interests therein, including to Securityholders, except as expressly provided
herein, (iii) take any action that would cause the Trust to fail or cease to
qualify as a grantor trust for United States federal income tax purposes, (iv)
incur any indebtedness for borrowed money or issue any other debt, (v) issue any
securities or other evidences of beneficial ownership of, or beneficial
interests in, the Trust other than the Trust Securities, or (vi) take or consent
to any action that would result in the placement of a Lien on any of the Trust
Property. The Regular Trustees shall defend all claims and demands of all
Persons at any time claiming any Lien on any of the Trust Property adverse to
the interest of the Trust or the Securityholders in their capacity as
Securityholders.

      (c)   In connection with the issue and sale of the Trust Preferred
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 of Trust are hereby ratified and confirmed in all respects):

            (1)   preparing for filing with the Commission and executing on
      behalf of the Trust a registration statement on Form S-3 in relation to
      the Trust Preferred Securities, the Trust Guarantee and certain related
      obligations, including any amendments thereto;

            (2)   determining the States in which to take appropriate action to
      qualify or register for sale all or part of the Trust Preferred Securities
      and doing any and all such acts, other than actions which must be taken by
      or on behalf of the Trust, and advising the Trustees of actions they must
      take on behalf of the Trust, and preparing for execution and filing 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 States;

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

            (4)   preparing for filing with the Commission and executing on
      behalf of the Trust a registration statement on Form 8-A relating to the
      registration of the Trust Preferred Securities and the Trust Guarantee
      under Section 12(b) of the Securities Exchange Act of 1934, as amended,
      including any amendments thereto;

                                       16

<PAGE>

            (5)   negotiating the terms of, and executing and delivering on
      behalf of the Trust, the Underwriting Agreement providing for the sale of
      the Trust Preferred Securities and such other agreements as may be
      necessary or desirable in connection with the consummation thereof;

            (6)   using reasonable efforts to obtain any necessary federal or
      state authorizations or approvals; and

            (7)   executing all documents or instruments, or performing all
      duties and powers, and doing all things for or on behalf of the Trust in
      all matters necessary or incidental to the foregoing.

      (d)   Notwithstanding anything herein to the contrary, the Regular
Trustees and the Sponsor are authorized and directed to conduct the affairs of
the Trust and to operate the Trust so that (1) the Trust will not be deemed to
be an "investment company" required to be registered under the 1940 Act, or
classified as an association taxable as a corporation, a partnership or other
than as a grantor trust for United States federal income tax purposes and (ii)
the Debentures will be treated as indebtedness of the Sponsor for United States
federal income tax purposes. In this connection, the Regular Trustees and the
Sponsor are authorized to take any action, not inconsistent with applicable law,
the certificate of trust filed with the Secretary of State of the State of
Delaware with respect to the Trust (as amended or restated from time to time,
the "Certificate of Trust"), or this Declaration of Trust, that the Regular
Trustees and the Sponsor determine in their discretion to be necessary or
desirable for such purposes.

SECTION 2.08 Assets of Trust.

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

SECTION 2.09 Title to Trust Property.

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

                                    ARTICLE 3
                                 PAYMENT ACCOUNT

SECTION 3.01 Payment Account.

      (a)   On or prior to the Closing Date, the Property Trustee shall
establish the Payment Account. All monies and other property deposited or held
from time to time in the Payment Account shall be held by the Property Trustee
for the exclusive benefit of the Securityholders and for distributions as
provided herein, including (and subject to) any priority of payments provided
for herein. The Property Trustee shall have exclusive control of the Payment
Account for the purpose of making deposits in and withdrawals from the Payment
Account in accordance with this Declaration of Trust; provided that any Paying
Agent shall have the right of withdrawal with respect to the Payment Account
solely for the purpose of making the payments contemplated under Article 4.

                                       17

<PAGE>

      (b)   The Property Trustee shall deposit in the Payment Account, promptly
upon receipt, all payments of principal of or interest on, and any other
payments or proceeds with respect to, the Debentures and any amounts paid to the
Property Trustee pursuant to the Trust Guarantee. Amounts held in the Payment
Account shall not be invested by the Property Trustee pending distribution
thereof.

                                   ARTICLE 4
                            DISTRIBUTIONS; REDEMPTION

SECTION 4.01 Distributions.

      (a)   Distributions on the Trust Securities shall be cumulative, and will
accumulate whether or not there are funds of the Trust available for the payment
of Distributions. Distributions shall accumulate from _______, 2004 and, except
during an Extension Period for the Debentures pursuant to the applicable
Indenture, shall be payable quarterly in arrears on March 31, June 30, September
30 and December 31 of each year, commencing on ______, 2004. In the event that
any date on which Distributions are otherwise payable on the Trust Securities is
not a Business Day, then payment of such Distributions shall be made on the next
succeeding day that is a Business Day (and without any additional Distributions
or other payment in respect of any such delay), except that, if such Business
Day is in the next succeeding calendar year, payment of such Distributions shall
be made on the immediately preceding Business Day (without any reduction in
Distributions in respect of such early payment), in each case with the same
force and effect as if made on the date such payment was originally payable
(each date on which Distributions are payable in accordance with this Section
4.01 (a) is referred to as a "Distribution Date").

      (b)   Within two Business Days after receipt by the Property Trustee of
notice of an Extension Period pursuant to Section 4.01 of any Indenture, the
Property Trustee shall give notice thereof to the Securityholders in the manner
and to the extent provided in Section 10.07.

      (c)   The Trust Securities represent undivided beneficial interests in the
Trust Property, and, subject to Sections 4.03 and 4.06 hereof, all Distributions
will be made pro rata on each of the Trust Securities. Distributions on the
Trust Securities shall be payable at a rate of [ ]% per annum of the Liquidation
Preference of the Trust Securities. The amount of Distributions payable for any
full quarterly period shall be computed on the basis of a 360-day year of twelve
30-day months, except for any period shorter than a full calendar month, in
which case the amount shall be computed on the basis of the actual number of
days elapsed in such period. During an Extension Period for the Debentures, the
rate per annum at which Distributions on the Trust Securities accumulate shall
be increased by an amount such that the aggregate amount of Distributions that
accumulate on all Trust Securities during any such Extension Period is equal to
the aggregate amount of interest (including interest payable on unpaid interest
at the rate per annum set forth above, compounded quarterly) that accrues during
any such Extension Period on the Debentures.

      (d)   Distributions on the Trust Securities shall be made from the Payment
Account by the Property Trustee or any Paying Agent and shall be payable on each
Distribution Date only to

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<PAGE>

the extent that the Trust has funds then available in the Payment Account for
the payment of such Distributions.

      (e)   Distributions on the Trust Securities on each Distribution Date
shall be payable to the Holders thereof as they appear on the Securities
Register for the Trust Securities on the relevant record date, which, as long as
the Trust Preferred Securities are in book-entry-only form, shall be one
Business Day prior to such Distribution Date; provided, however, that in the
event that the Trust Preferred Securities are not in book-entry-only form, the
relevant record date shall be the day that is 15 days prior to the relevant
Distribution Date, whether or not a Business Day.

      (f)   If Distributions are not paid when scheduled, such accumulated
Distributions shall be paid to the Holders of record of Trust Securities as they
appear on the books and records of the Trust on the record date as determined
under Section 4.01(e) above with respect to the actual payment date for such
accumulated Distributions.

SECTION 4.02 Redemption.

      (a)   On each Debenture Redemption Date and the Maturity Date of the
Debentures, the Property Trustee will be required to redeem a Like Amount of
Trust Securities at the Redemption Price.

      (b)   Notice of redemption shall be given by the Property Trustee by
first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days
prior to the Redemption Date to each Holder of Trust Securities to be redeemed,
at such Holder's address appearing in the Securities Register. All notices of
redemption shall state:

            (1)   the Redemption Date;

            (2)   the Redemption Price;

            (3)   the CUSIP number;

            (4)   the place or places where Trust Securities Certificates are to
      be surrendered for payment of the Redemption Price;

            (5)   that on the Redemption Date the Redemption Price will become
      payable upon each such Trust Security to be redeemed and that
      Distributions thereon will cease to accumulate on and after such date; and

            (6)   if less than all of the Outstanding Trust Securities are to be
      redeemed, the identification and total Liquidation Preference of the
      particular Trust Securities to be redeemed.

      (c)   Any notice of redemption may state that such redemption shall be
conditional upon the receipt by the Property Trustee not later than the close of
business on the Business Day next preceding the Redemption Date of moneys
sufficient to pay in full the Redemption Price. If the redemption notice states
that it is conditional and such moneys shall not be so received by the

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<PAGE>

close of business on the Business Day next preceding the Redemption Date (i)
such notice of redemption shall be of no force and effect, (ii) the Property
Trustee shall not redeem such Trust Securities, and (iii) the Property Trustee
shall give notice, in the manner in which the notice of redemption was given,
that such moneys were not so received and that such redemption did not occur. In
such event, the Property Trustee shall promptly return Trust Securities which it
has received to the registered owners thereof.

      (d)   The Trust Securities redeemed on each Redemption Date shall be
redeemed at the Redemption Price with the proceeds from the contemporaneous
redemption or repayment on the Debenture Redemption Date or the Maturity Date of
the Debentures, as the case may be. Redemptions of the Trust Securities shall be
made and the Redemption Price shall be payable on each Redemption Date only to
the extent that the Trust has funds then available in the Payment Account for
the payment of such Redemption Price.

      (e)   If the Trust, by action of the Property Trustee, gives a notice of
redemption in respect of any Trust Preferred Securities, then, by 12:00 noon,
New York time, on the Redemption Date, subject to Section 4.02(c), the Property
Trustee will, to the extent funds are available therefor, (1) so long as the
Trust Preferred Securities are in book-entry-only form, deposit irrevocably with
the Depository funds sufficient to pay the applicable Redemption Price and will
give the Depository irrevocable instructions and authority to pay the applicable
Redemption Price to the Holders thereof or (2) if the Trust Preferred Securities
are not in book-entry-only form, deposit irrevocably with the Paying Agent funds
sufficient to pay the applicable Redemption Price and will give the Paying Agent
irrevocable instructions and authority to pay the applicable Redemption Price to
the Holders thereof upon surrender of their Trust Preferred Securities
Certificates. Notwithstanding the foregoing, Distributions payable on or prior
to the Redemption Date for any Trust Securities called for redemption shall be
payable to the Holders of such Trust Securities as they appear on the Securities
Register for the Trust Securities on the relevant record dates for the related
Distribution Dates. If notice of redemption shall have been given and funds
irrevocably deposited as required, then upon the date of such deposit, all
rights of Securityholders holding Trust Securities so called for redemption will
cease, except the right of such Securityholders to receive the Redemption Price,
but without interest on such Redemption Price, and such Trust Securities will
cease to be Outstanding. In the event that any Redemption Date is not a Business
Day, then payment of the Redemption Price payable on such Redemption Date will
be made on the next succeeding day which is a Business Day (and without any
additional Distributions or other payment in respect of any such delay), except
that, if such Business Day is in the next succeeding calendar year, such payment
will be made on the immediately preceding Business Day (without any reduction in
Distributions in respect of such early payment), in each case with the same
force and effect as if made on such Redemption Date. In the event that payment
of the Redemption Price in respect of any Trust Securities called for redemption
is improperly withheld or refused, and not paid either by the Trust or by the
Sponsor pursuant to the Trust Guarantee, Distributions on such Trust Securities
will continue to accumulate, at the then applicable rate, from the Redemption
Date originally established by the Trust for such Trust Securities to the date
such Redemption Price is actually paid, in which case the actual payment date
will be the date fixed for redemption for purposes of calculating the Redemption
Price.

                                       20

<PAGE>

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

      (g)   If less than all the Outstanding Trust Securities are to be redeemed
on a Redemption Date, then the aggregate Liquidation Preference of Trust
Securities to be redeemed shall be allocated on a pro rata basis (based on
Liquidation Preference) among the Trust Common Securities and the Trust
Preferred Securities. The particular Trust Preferred Securities to be redeemed
shall be selected not more than 60 days prior to the Redemption Date by the
Property Trustee from the Outstanding Trust Preferred Securities not previously
called for redemption, by lot or by such method as the Property Trustee shall
deem fair and appropriate and which may provide for the selection for redemption
of portions (equal to $25 or an integral multiple of $25 in excess thereof) of
the Liquidation Preference of Trust Preferred Securities of a denomination
larger than $25, provided that, in respect of Trust Preferred Securities
registered in the name of and held of record by the Depository or its nominee
(or any successor Depository or its nominee), the distribution of the proceeds
of such redemption will be made in accordance with the procedures applied by
such Depository or nominee. The Trust may not redeem fewer than all of the
Outstanding Trust Preferred Securities unless all accumulated and unpaid
Distributions have been paid on all Trust Preferred Securities for all quarterly
distribution periods terminating on or prior to the Redemption Date. The
Property Trustee shall promptly notify the Securities Registrar in writing of
the Trust Preferred Securities selected for redemption and, in the case of any
Trust Preferred Securities selected for partial redemption, the Liquidation
Preference thereof to be redeemed. If fewer than all of the Trust Securities
represented by a Trust Securities Certificate are redeemed, not less than two
Regular Trustees shall execute for the Holder a new Trust Securities Certificate
representing the unredeemed Trust Securities. For all purposes of this
Declaration of Trust, unless the context otherwise requires, all provisions
relating to the redemption of Trust Preferred Securities shall relate, in the
case of any Trust Preferred Securities redeemed or to be redeemed only in part,
to the portion of the Liquidation Preference of Trust Preferred Securities which
has been or is to be redeemed.

SECTION 4.03 Subordination of Trust Common Securities.

      (a)   Payment of Distributions on, and the Redemption Price of, the Trust
Securities, as applicable, shall be made pro rata based on the Liquidation
Preference of the Trust Securities; provided, however, that if on any
Distribution Date or Redemption Date, a Debenture Event of Default shall have
occurred and be continuing, no payment of any Distribution on, or Redemption
Price of, any Trust Common Security, and no other payment on account of the
redemption, liquidation or other acquisition of Trust Common Securities, shall
be made unless payment in full in cash of all accumulated and unpaid
Distributions on all Outstanding Trust Preferred Securities for all distribution
periods terminating on or prior thereto, or in the case of payment of the
Redemption Price, the full amount of such Redemption Price on all Outstanding
Trust Preferred Securities then being redeemed, shall have been made or provided
for, and all funds immediately available to the Property Trustee shall first be
applied to the payment in full

                                       21

<PAGE>

in cash of all Distributions on, the Redemption Price of, Trust Preferred
Securities then due and payable.

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

SECTION 4.04 Payment Procedures.

      Payments of Distributions pursuant to Section 4.01 in respect of the Trust
Preferred Securities shall be made by check mailed by the Paying Agent to the
address of the Holder thereof as such address shall appear on the Securities
Register or, if the Trust Preferred Securities are held by a Depository or its
nominee, such Distributions shall be made to the Depository by wire transfer in
immediately available funds. Payment of the Redemption Price of or Liquidation
Distribution on the Trust Preferred Securities shall be made in immediately
available funds upon surrender of the Trust Preferred Securities Certificates
representing such Trust Preferred Securities at the Corporate Trust Office of
the Property Trustee or, if the Trust Preferred Securities are held by a
Depository or its nominee, such Redemption Price or Liquidation Distribution
shall be made to the Depository by wire transfer in immediately available funds.
Payments of Distributions pursuant to Section 4.01 in respect of the Trust
Common Securities, and payment of the Redemption Price of or Liquidation Payment
on the Trust Common Securities, shall be made in such manner as shall be
mutually agreed between the Property Trustee and the Holder of the Trust Common
Securities.

SECTION 4.05 Tax Returns and Reports.

      The Regular Trustees shall prepare (or cause to be prepared), at the
Sponsor's expense, and file all Federal, State and local tax and information
returns and reports required to be filed by or in respect of the Trust. In this
regard, the Regular Trustees shall (i) prepare and file (or cause to be prepared
or filed) the appropriate Internal Revenue Service Form required to be filed in
respect of the Trust in each taxable year of the Trust and (ii) prepare and
furnish (or cause to be prepared and furnished) to each Securityholder the
applicable Internal Revenue Service Form 1099, or any successor form or the
information required to be provided on such form. The Regular Trustees shall
provide the Sponsor and the Property Trustee with a copy of all such returns,
reports and schedules promptly after such filing or furnishing. The Trustees
shall comply with United States Federal withholding and backup withholding tax
laws and information reporting requirements with respect to any payments to
Securityholders under the Trust Securities.

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<PAGE>

SECTION 4.06 Payments under the Indenture.

      Any amount payable hereunder to any Holder of Trust Preferred Securities
shall be reduced by the amount of any corresponding payment such Holder has
directly received pursuant to Section ___ of the Indenture or pursuant to the
Trust Guarantee. Notwithstanding the provisions hereunder to the contrary,
Securityholders acknowledge that any Holder of Trust Preferred Securities that
receives payment under Section ___ of the Indenture may receive amounts greater
than the amount such Holder may be entitled to receive pursuant to the other
provisions of this Declaration of Trust.

SECTION 4.07 Payments of Taxes, Duties, Etc. of the Trust.

      Upon receipt under the Debentures of Additional Sums (as defined in the
Indenture), the Property Trustee at the direction of an Regular Trustee or the
Sponsor shall promptly pay any taxes, duties or governmental charges of
whatsoever nature (other than withholding taxes) imposed on the Trust by the
United States or any other taxing authority.

                                    ARTICLE 5
                          TRUST SECURITIES CERTIFICATES

SECTION 5.01 Initial Ownership.

      Upon the creation of the Trust and the contribution by the Sponsor
pursuant to Section 2.03 and until the issuance of the Trust Securities, and at
any time during which no Trust Securities are Outstanding, the Sponsor shall be
the sole beneficial owner of the Trust.

SECTION 5.02 The Trust Securities Certificates.

      The Trust Securities Certificates shall be issued in denominations of $25
Liquidation Preference and integral multiples thereof. Trust Preferred
Securities Certificates representing fractional interests shall not be issued.
Trust Common Securities Certificates shall be executed on behalf of the Trust by
manual or facsimile signatures of not less than two Regular Trustees. Trust
Preferred Securities Certificates shall be executed on behalf of the Trust by
manual or facsimile signatures of not less than two Regular Trustees and shall
be authenticated by the countersignature of the Property Trustee. Trust
Securities Certificates bearing the manual or facsimile signatures of
individuals who were, at the time when such signatures shall have been affixed,
authorized to sign on behalf of the Trust, shall be validly issued and entitled
to the benefits of this Declaration of Trust, notwithstanding that such
individuals or any of them shall have ceased to be so authorized prior to the
delivery of such Trust Securities Certificates or did not hold such offices at
the date of delivery of such Trust Securities Certificates. A transferee of a
Trust Securities Certificate shall become a Securityholder, and shall be
entitled to the rights and subject to the obligations of a Securityholder
hereunder, upon due registration of such Trust Securities Certificate in such
transferee's name pursuant to Section 5.04.

SECTION 5.03 Execution and Delivery of Trust Securities Certificates.

      On the Closing Date, the Regular Trustees shall cause Trust Securities
Certificates, in an aggregate Liquidation Preference as provided in Section
2.04, to be executed on behalf of the

                                       23

<PAGE>

Trust as provided in Section 5.02 and delivered in accordance with the
provisions of Section 2.04.

SECTION 5.04 Registration of Transfer and Exchange of Trust Preferred Securities
Certificates.

      (a)   A registrar appointed by the Regular Trustees (the "Securities
Registrar") shall keep or cause to be kept, at the office or agency maintained
pursuant to Section 5.08, a register (the "Securities Register") in which,
subject to such reasonable regulations as it may prescribe, the Securities
Registrar shall provide for the registration of Trust Securities Certificates
(subject to Section 5.10 in the case of the Trust Common Securities
Certificates) and registration of transfers and exchanges of Trust Preferred
Securities Certificates as herein provided. The Property Trustee shall be the
initial Securities Registrar; any successor Securities Registrar shall be
appointed by the Regular Trustees.

      (b)   Upon surrender for registration of transfer of any Trust Preferred
Securities Certificate at the office or agency maintained pursuant to Section
5.08, not less than two Regular Trustees shall execute and deliver, in the name
of the designated transferee or transferees, one or more new Trust Preferred
Securities Certificates representing the same number of Trust Preferred
Securities dated the date of execution by the Regular Trustees. At the option of
a Holder, Trust Preferred Securities Certificates may be exchanged for other
Trust Preferred Securities Certificates upon surrender of the Trust Preferred
Securities Certificates to be exchanged at the office or agency maintained
pursuant to Section 5.08. The Securities Registrar shall not be required to
register or cause to be registered the transfer of any Trust Preferred
Securities after such Trust Preferred Securities have been called for
redemption, during the period from 15 days before mailing of notice of
redemption and ending on such notice date or after the Liquidation Date.

      (c)   Trust Preferred Securities presented or surrendered for registration
of transfer or exchange shall be accompanied by a written instrument of transfer
in form satisfactory to the Regular Trustees and the Securities Registrar duly
executed by the Holder or such Holder's attorney duly authorized in writing.
Each Trust Preferred Securities Certificate surrendered for registration of
transfer or exchange shall be cancelled and subsequently disposed of by the
Property Trustee in accordance with its customary practice.

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

SECTION 5.05 Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates.

      If (i) any mutilated Trust Securities Certificate shall be surrendered to
the Securities Registrar, or if the Securities Registrar shall receive evidence
to its satisfaction of the destruction, loss or theft of any Trust Securities
Certificate, and (ii) there shall be delivered to the Securities Registrar and
the Regular Trustees such security or indemnity as may be required by them to
hold the Securities Registrar, the Trustees and the Trust harmless, then in the
absence of

                                       24

<PAGE>

notice that such Trust Securities Certificate shall have been acquired by a bona
fide purchaser, not less than two of the Regular Trustees, on behalf of the
Trust shall execute and make available for delivery, in exchange for or in lieu
of any such mutilated, destroyed, lost or stolen Trust Securities Certificate, a
new Trust Securities Certificate of like tenor. In connection with the issuance
of any new Trust Securities Certificate under this Section 5.05, the Regular
Trustees or the Securities Registrar may require the payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
therewith. Any duplicate Trust Securities Certificate issued pursuant to this
Section 5.05 shall constitute conclusive evidence of an undivided beneficial
interest in the assets of the Trust, as if originally issued, whether or not the
lost, stolen or destroyed Trust Securities Certificate shall be found at any
time.

SECTION 5.06 Persons Deemed Securityholders.

      Prior to due presentation of a Trust Security Certificate for registration
of transfer, the Regular Trustees or the Securities Registrar shall treat the
Person in whose name any Trust Securities Certificate shall be registered in the
Securities Register as the owner and Holder of such Trust Securities Certificate
for the purpose of receiving Distributions and for all other purposes
whatsoever, and neither the Trustees nor the Securities Registrar shall be bound
by any notice to the contrary.

SECTION 5.07 Access to List of Securityholders' Names and Addresses.

      In the event that the Property Trustee is no longer the Securities
Registrar, the Regular Trustees or the Sponsor shall furnish or cause to be
furnished (i) to the Property Trustee, quarterly not later than 10 days prior to
a Distribution Date, and (ii) to the Property Trustee, promptly after receipt by
the Regular Trustees or the Sponsor of a request therefor from the Property
Trustee in order to enable the Paying Agent to pay Distributions in accordance
with Section 4.01 hereof, a list, in such form as the Property Trustee may
reasonably require, of the names and addresses of the Securityholders as of the
most recent record date, in each case to the extent such information is in the
possession or control of the Regular Trustees or the Sponsor and is not
identical to a previously supplied list or has not otherwise been received by
the Property Trustee. The rights of Securityholders to communicate with other
Securityholders with respect to their rights under this Declaration of Trust or
under the Trust Securities, and the corresponding rights of the Property
Trustee, shall be as provided in the Trust Indenture Act. Each Holder, by
receiving and holding a Trust Securities Certificate, shall be deemed to have
agreed not to hold the Sponsor or the Trustees accountable by reason of the
disclosure of its name and address, regardless of the source from which such
information was derived.

SECTION 5.08 Maintenance of Office or Agency.

      The Property Trustee shall maintain in New York, New York, an office or
offices or agency or agencies where Trust Preferred Securities may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Trustees in respect of the Trust Securities Certificates
may be served. The Property Trustee shall give prompt written notice to the
Sponsor and to the Securityholders of any change in the location of the
Securities Register or any such office or agency, which shall initially be at
the Corporate Trust Office of the Property Trustee.

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<PAGE>

SECTION 5.09 Appointment of Paying Agent.

      The Paying Agent shall make Distributions to Securityholders from the
Payment Account and shall report the amounts of such Distributions to the
Property Trustee and the Regular Trustees. Any Paying Agent shall have the
revocable power to withdraw funds from the Payment Account for the purpose of
making Distributions. The Regular Trustees may revoke such power and remove the
Paying Agent, provided that such revocation and removal with respect to the sole
Paying Agent shall not become effective until the appointment of a successor.
The Paying Agent shall initially be the Property Trustee and any co-paying agent
chosen by the Property Trustee and approved by the Regular Trustees and the
Sponsor. Any Person acting as Paying Agent shall be permitted to resign as
Paying Agent upon 30 days' written notice to the Regular Trustees and the
Sponsor, and, if applicable, the Property Trustee, provided that such
resignation with respect to the sole Paying Agent shall not become effective
until the appointment of a successor. In the event that the Property Trustee
shall no longer be the Paying Agent or a successor Paying Agent shall resign or
its authority to act be revoked, the Regular Trustees shall appoint a successor
that is acceptable to the Property Trustee (in the case of any other Paying
Agent) and the Sponsor to act as Paying Agent (which shall be a bank or trust
company and have a combined capital and surplus of at least $50,000,000). The
Regular Trustees shall cause such successor Paying Agent or any additional
Paying Agent approved by the Regular Trustees to execute and deliver to the
Trustees an instrument in which such successor Paying Agent or additional Paying
Agent shall agree with the Trustees that as Paying Agent, such successor Paying
Agent or additional Paying Agent will hold all sums, if any, held by it for
payment to the Securityholders in trust for the benefit of the Securityholders
entitled thereto until such sums shall be paid to such Securityholders. The
Paying Agent shall return all of such sums remaining unclaimed to the Property
Trustee and upon removal of a Paying Agent such Paying Agent shall also return
such sums in its possession to the Property Trustee. The provisions of Sections
7.01, 7.03 and 7.06 shall apply to the Property Trustee also in its role as
Paying Agent, for so long as the Property Trustee shall act as Paying Agent and,
to the extent applicable, to any other Paying Agent appointed hereunder. Any
reference in this Declaration of Trust to the Paying Agent shall include any
co-paying agent unless the context requires otherwise.

SECTION 5.10 No Transfer of Trust Common Securities by Sponsor.

      To the fullest extent permitted by law, any attempted transfer of the
Trust Common Securities shall be void, except for transfers permitted by Article
__ of the Indenture. The Regular Trustees shall cause each Trust Common
Securities Certificate issued to the Sponsor to contain a legend stating "THIS
CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO THE EXTENT PROVIDED IN THE DECLARATION
OF TRUST (AS DEFINED BELOW)". By execution of this Declaration of Trust, the
Sponsor agrees to the foregoing restrictions.

SECTION 5.11 Book-Entry Trust Preferred Securities Certificates; Trust Common
Securities Certificate.

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

                                       26

<PAGE>

      (b)   The Trust Preferred Securities, upon original issuance on the
Closing Date, will not be engraved but will be issued in the form of one printed
or typewritten Book-Entry Trust Preferred Securities Certificate, to be
delivered to The Depository Trust Company, the initial Depository, by, or on
behalf of, the Trust. Such Book-Entry Trust Preferred Securities Certificate
shall initially be registered on the Securities Register in the name of Cede &
Co., the nominee of the initial Depository. No Trust Preferred Securities
Beneficial Owner will receive a Definitive Trust Preferred Securities
Certificate representing such Trust Preferred Securities Beneficial Owner's
interest in such Book-Entry Trust Preferred Securities Certificate, except as
provided in Section 5.12. Unless and until Definitive Trust Preferred Securities
Certificates have been issued to the Trust Preferred Securities Beneficial
Owners pursuant to Section 5.12:

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

            (2)   the Trust and the Trustees shall be entitled to deal with the
      Depository for all purposes of this Declaration of Trust (including the
      payment of Distributions on the Trust Preferred Securities and receiving
      approvals, votes or consents hereunder) as the sole Holder of the Trust
      Preferred Securities and shall have no obligation to the Trust Preferred
      Securities Beneficial Owners;

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

            (4)   the rights of the Trust Preferred Securities Beneficial Owners
      shall be exercised only through the Depository and shall be limited to
      those established by law and agreements between such Trust Preferred
      Securities Beneficial Owners and the Depository and/or the Depository
      Participants and pursuant to the Certificate Depository Agreement the
      Depository shall receive and transmit payments of Distributions to such
      Depository Participants. The Depository will make book-entry transfers
      among the Depository Participants; provided, that solely for the purposes
      of determining whether the Holders of the requisite amount of Trust
      Preferred Securities have voted on any matter provided for in this
      Declaration of Trust, so long as Definitive Trust Preferred Securities
      Certificates have not been issued, the Trustees may conclusively rely on,
      and shall be fully protected in relying on, any written instrument
      (including a proxy) delivered to the Trustees by the Depository setting
      forth the Trust Preferred Securities Beneficial Owners' votes or assigning
      the right to vote on any matter to any other Person either in whole or in
      part.

SECTION 5.12 Definitive Trust Preferred Securities Certificates.

      If (i) the Sponsor advises the Trustees in writing that the Depository is
no longer willing or able to properly discharge its responsibilities with
respect to the Trust Preferred Securities Certificates or the Depository is no
longer registered or in good standing under the Securities Exchange Act of 1934,
as amended, or other applicable statute or regulation, and the Sponsor is unable
to locate a qualified successor within 90 days, (ii) the Sponsor at its option
advises the Trustees in writing that it elects to dissolve the book-entry system
through the Depository or (iii) an Event of Default occurs and is continuing and
the Holders of a Majority in Liquidation

                                       27

<PAGE>

Preference of Trust Preferred Securities determine to discontinue the system of
book-entry transfers through the Depository by so notifying the Property
Trustee, then the Regular Trustees shall issue Definitive Trust Preferred
Securities Certificates. Upon surrender to the Regular Trustees of the
Book-Entry Trust Preferred Securities Certificates by the Depository,
accompanied by registration instructions, the Regular Trustees shall execute and
deliver the Definitive Trust Preferred Securities Certificates pursuant to this
Declaration of Trust in accordance with the instructions of the Depository.
Neither the Securities Registrar nor the Trustees shall be liable for any delay
in delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. The Definitive Trust Preferred
Securities Certificates shall be printed, lithographed or engraved or may be
produced in any other manner as is reasonably acceptable to the Regular
Trustees, as evidenced by the execution thereof by not less than two Regular
Trustees.

SECTION 5.13 Rights of Securityholders.

      The Securityholders shall not have any right or title to the Trust
Property other than the undivided beneficial interest in the assets of the Trust
conferred by their Trust Securities and they shall have no right to call for any
partition or division of property, profits or rights of the Trust except as
described below. The Trust Securities shall be personal property giving only the
rights specifically set forth therein and in this Declaration of Trust. The
Trust Preferred Securities shall have no preemptive or similar rights and when
issued and delivered to the Holders of the Trust Preferred Securities against
payment of the purchase price therefor will be fully paid and nonassessable
interests in the Trust. The Holders of the Trust Preferred Securities, in their
capacities as such, shall be entitled to the same limitation of personal
liability extended to stockholders of private corporations for profit organized
under the General Corporation Law of the State of Delaware.

                                    ARTICLE 6
                    ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

SECTION 6.01 Limitations on Voting Rights.

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

      (b)   So long as any Debentures are held by the Property Trustee, the
Trustees shall not (i) direct the time, method and place of conducting any
proceeding for any remedy available to the Debenture Trustee or executing any
trust or power conferred on the Property Trustee with respect to the Debentures,
(ii) waive any past default which may be waived under Section ____ of the
Indenture, (iii) exercise any right to rescind or annul a declaration that the
principal of the Debentures is due and payable or (iv) consent to any amendment,
modification or termination of any of the Indenture, where such consent shall be
required, without, in each case, obtaining the prior consent of the Holders of
at least a Majority in Liquidation Preference of the Outstanding

                                       28

<PAGE>

Trust Preferred Securities; provided, however, that where such consent under the
applicable Indenture would require the consent of each holder of Debentures
issued thereunder affected thereby, no such consent shall be given by the
Property Trustee without the prior written consent of each Holder of Outstanding
Trust Preferred Securities. The Trustees shall not revoke any action previously
authorized or approved by a vote of the Holders of Trust Preferred Securities,
except by a subsequent vote of the Holders of Trust Preferred Securities. The
Property Trustee shall notify all Holders of the Trust Preferred Securities of
any notice received from the Debenture Trustee as a result of the Trust being
the holder of the Debentures. In addition to obtaining the consent of the
Holders of the Trust Preferred Securities, prior to taking any of the foregoing
actions, the Trustees shall, at the expense of the Sponsor, obtain an Opinion of
Counsel experienced in such matters to the effect that the Trust will not be
classified as an association taxable as a corporation or partnership for United
States federal income tax purposes on account of such action and will continue
to be classified as a grantor trust for United States federal income tax
purposes.

      (c)   Subject to Section 10.02(c) hereof, if any proposed amendment to the
Declaration of Trust provides for, or the Trustees otherwise propose to effect,
(i) any action that would adversely affect in any material respect the powers,
preferences or special rights of the Trust Preferred Securities, whether by way
of amendment to this Declaration of Trust or otherwise, or (ii) the dissolution
or liquidation of the Trust, other than pursuant to the terms of this
Declaration of Trust, then the Holders of Outstanding Trust Preferred 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 at
least a Majority in Liquidation Preference of the Outstanding Trust Preferred
Securities.

SECTION 6.02 Notice of Meetings.

      Notice of all meetings of the Trust Preferred Security Holders, stating
the time, place and purpose of the meeting, shall be given by the Property
Trustee pursuant to Section 10.07 to each Trust Preferred Security Holder of
record, at his/her registered address, at least 15 days and not more than 90
days before the meeting. At any such meeting, any business properly before the
meeting may be so considered whether or not stated in the notice of the meeting.
Any adjourned meeting may be held as adjourned without further notice.

SECTION 6.03 Meetings of Trust Preferred Security Holders.

      (a)   No annual meeting of Securityholders is required to be held. The
Regular Trustees, however, shall call a meeting of Securityholders to vote on
any matter upon the written request of the Holders of at least 25% in
Liquidation Preference of the Outstanding Trust Preferred Securities and the
Regular Trustees or the Property Trustee may, at any time in their discretion,
call a meeting of Trust Preferred Security Holders to vote on any matters as to
which the Trust Preferred Security Holders are entitled to vote.

      (b)   Holders of at least a Majority in Liquidation Preference of the
Outstanding Trust Preferred Securities, present in person or by proxy, shall
constitute a quorum at any meeting of Securityholders.

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<PAGE>

      (c)   If a quorum is present at a meeting, an affirmative vote of the
Holders of at least a Majority in Liquidation Preference of the Outstanding
Trust Preferred Securities present, either in person or by proxy, at such
meeting shall constitute the action of the Securityholders, unless this
Declaration of Trust requires a greater number of affirmative votes.

SECTION 6.04 Voting Rights.

      A Securityholder shall be entitled to one vote for each Trust Security in
respect of any matter as to which such Securityholder is entitled to vote.

SECTION 6.05 Proxies, etc.

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

SECTION 6.06 Securityholder Action by Written Consent.

      Any action which may be taken by Securityholders at a meeting may be taken
without prior notice and a meeting if Holders of the proportion of the
Outstanding Trust Preferred Securities required to approve such action shall
consent to the action in writing. Prompt notice of the taking of any action by
written consent shall be provided to the Holders who did not consent to the
taking of such action.

SECTION 6.07 Record Date for Voting and Other Purposes.

      For the purposes of determining the Securityholders who are entitled to
notice of and to vote at any meeting or who are entitled to vote by written
consent, or for the purpose of any other action, the Regular Trustees may from
time to time fix as a record date for the determination of the identity of the
Securityholders for such purposes, (i) in the case of a meeting, a date not more
than 90 days prior to the date of the meeting of Securityholders, or (ii) in the
case of a written consent, a date that shall not precede the date upon which the
action fixing the record date is adopted by the Regular Trustees and which date
shall not be more than 10 days after the date upon which the action fixing the
record date is adopted by the Regular Trustees.

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SECTION 6.08 Acts of Securityholders.

      (a)   Any request, demand, authorization, direction, notice, consent,
waiver or other action provided or permitted by this Declaration of Trust to be
given, made or taken by Securityholders may be embodied in and evidenced by one
or more instruments of substantially similar tenor signed by such
Securityholders in person or by an agent duly appointed in writing; and, except
as otherwise expressly provided herein, such action shall become effective when
such instrument or instruments are delivered to the Regular Trustees. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Securityholders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Declaration of Trust and (subject to Section 7.02) conclusive,
if made in the manner provided in this Section 6.08.

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

      (c)   The ownership of Trust Preferred Securities shall be proved by the
Securities Register.

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

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

      (f)   If any dispute shall arise between the Securityholders and the
Regular Trustees or among such Securityholders or Trustees with respect to the
authenticity, validity or binding nature of any request, demand, authorization,
direction, consent, waiver or other Act of such Securityholder or Trustee under
this Article 6, then the determination of such matter by the Property Trustee
shall be conclusive with respect to such matter.

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SECTION 6.09 Inspection of Records.

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

                                    ARTICLE 7
                                  THE TRUSTEES

SECTION 7.01 Certain Duties and Responsibilities.

      (a)   The duties and responsibilities of the Trustees shall be as provided
by this Declaration of Trust and, in the case of the Property Trustee, also by
the Trust Indenture Act. The Property Trustee, other than during the occurrence
and continuance of an Event of Default, undertakes to perform only such duties
as are specifically set forth in this Declaration of Trust and, upon an Event of
Default, must exercise the same degree of care and skill as a prudent person
would exercise or use in the conduct of his/her own affairs. The Trustees shall
have all the privileges, rights and immunities provided by the Delaware
Statutory Trust Act.

      Notwithstanding the foregoing, no provision of this Declaration of Trust
shall require the Trustees to expend or risk their own funds or otherwise incur
any financial liability in the performance of any of their duties hereunder, or
in the exercise of any of their rights or powers, if they shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it. Whether or not therein
expressly so provided, every provision of this Declaration Trust relating to the
conduct or affecting the liability of or affording protection to the Trustees
shall be subject to the provisions of this Section 7.01. No Indemnified Person
shall be liable, responsible or accountable in damages or otherwise to the Trust
or any employee or agent of the Trust or its Affiliates 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 of Trust or by law,
except that an Indemnified Person shall be liable for any such loss, damage or
claim incurred by reason of such Indemnified Person's gross negligence (but, in
the case of the Property Trustee, nothing in this Declaration of Trust shall be
construed to release the Property Trustee from liability for its own negligent
action or its own negligent failure to act) or willful misconduct with respect
to such acts or omissions. To the extent that, at law or in equity, the Regular
Trustees have duties (including fiduciary duties) and liabilities relating
thereto to the Trust or to the Securityholders, the Regular Trustees shall not
be liable to the Trust or to any Securityholder for the Regular Trustees' good
faith reliance on the provisions of this Declaration of Trust. The provisions of
this Declaration of Trust, to the extent that they restrict the duties and
liabilities of the Regular Trustees otherwise existing at law or in equity, are
agreed by the Sponsoror and the Securityholders to replace such other duties and
liabilities of the Regular Trustees.

      (b)   All payments made by the Property Trustee or any other Paying Agent
in respect of the Trust Securities shall be made only from the income and
proceeds from the Trust Property. Each Securityholder, by its acceptance of a
Trust Security, agrees that (i) it will look solely to the

                                       32

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income and proceeds from the Trust Property to the extent available for
distribution to it as herein provided and (ii) the Trustees are not personally
liable to it for any amount distributable in respect of any Trust Security or
for any other liability in respect of any Trust Security. This Section 7.01(b)
does not limit the liability of the Trustees expressly set forth elsewhere in
this Declaration of Trust or, in the case of the Property Trustee, in the Trust
Indenture Act.

SECTION 7.02 Notice of Defaults; Direct Action by Securityholders.

      Within 90 days after the occurrence of any Event of Default actually known
to the Property Trustee, the Property Trustee shall transmit, in the manner and
to the extent provided in Section 10.07, notice of such Event of Default to the
Securityholders, the Regular Trustees and the Sponsor, unless such Event of
Default shall have been cured or waived. If the Property Trustee has failed to
enforce its rights under this Declaration of Trust or the Indenture, any
Securityholder may to the fullest extent permitted by law and subject to the
terms of this Declaration of Trust and the Indenture institute a legal
proceeding directly against any Person to enforce the Property Trustee's rights
under this Declaration of Trust or the applicable Indenture with respect to
Debentures having a principal amount equal to the aggregate Liquidation
Preference of the Trust Preferred Securities of such Securityholder without
first instituting a legal proceeding against the Property Trustee or any other
Person. To the extent that any action under the Indenture is entitled to be
taken by the holders of at least a specified percentage of the principal amount
of the outstanding Debentures, Holders of at least the same percentage of the
Liquidation Preference of the Outstanding Trust Preferred Securities may, to the
fullest extent permitted by law, also take such action in the name of the Trust
if such action has not been taken by the Property Trustee. Notwithstanding the
foregoing, if a Debenture Event of Default relating to the Sponsor's failure to
pay the principal of or interest on the Debentures has occurred and is
continuing thereby resulting in an Event of Default hereunder, then each Holder
of Trust Preferred Securities may institute a legal proceeding directly against
the Sponsor for enforcement of payment to such Holder of interest on or
principal of the Debentures equal to the aggregate Liquidation Preference of the
Trust Preferred Securities of such Holder, as provided in Section ___ of the
Indenture.

SECTION 7.03 Certain Rights of Property Trustee.

      Subject to the provisions of Section 7.01:

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

      (b)   if, other than during the occurrence and continuance of an Event of
Default, (i) in performing its duties under this Declaration of Trust, the
Property Trustee is required to decide between alternative courses of action or
(ii) in construing any of the provisions in this Declaration of Trust, the
Property Trustee finds the same ambiguous or inconsistent with any other
provisions contained herein or (iii) the Property Trustee is unsure of the
application of any

                                       33

<PAGE>

provision of this Declaration of Trust, then, except as to any matter as to
which the Trust Preferred Security Holders are entitled to vote under the terms
of this Declaration of Trust, the Property Trustee shall deliver a notice to the
Sponsor requesting written instructions of the Sponsor as to the course of
action to be taken. The Property Trustee shall take such action, or refrain from
taking such action, as the Property Trustee shall be instructed in writing to
take, or to refrain from taking, by the Sponsor; provided, however, that if the
Property Trustee does not receive such instructions of the Sponsor within ten
Business Days after it has delivered such notice, or such reasonably shorter
period of time set forth in such notice (which to the extent practicable shall
not be less than five Business Days), it may, but shall be under no duty to,
take or refrain from taking such action not inconsistent with this Declaration
of Trust as it shall deem advisable and in the best interests of the
Securityholders, in which event the Property Trustee shall have no liability
except for its own negligent action, its own negligent failure to act or its own
willful misconduct;

      (c)   the Property Trustee may consult with counsel or other experts of
its selection and the advice or opinion of such counsel or other experts with
respect to legal matters or advice within the scope of such experts' area of
expertise shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon;

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

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

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

SECTION 7.04 Not Responsible for Recitals or Issuance of Securities.

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

SECTION 7.05 May Hold Securities.

      Any Trustee or any other agent of any Trustee or the Trust, in its
individual or any other capacity, may become the owner or pledgee of Trust
Securities and, subject to Sections 7.08 and

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<PAGE>

7.13 and, except as provided in the definition of the term "Outstanding" in
Article 1, may otherwise deal with the Trust with the same rights it would have
if it were not a Trustee or such other agent.

SECTION 7.06 Compensation; Indemnity; Fees.

      The Sponsor agrees:

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

      (b)   except as otherwise expressly provided herein, to reimburse the
Trustees upon request for all reasonable expenses, disbursements and advances
incurred or made by the Trustees in accordance with any provision of this
Declaration of Trust (including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such expense, disbursement
or advance as may be attributable to its own grossly negligent action, its own
grossly negligent failure to act or its own willful misconduct (or, in the case
of the Property Trustee, any such expense, disbursement or advance as may be
attributable its own negligent action, its own negligent failure to act or its
own willful misconduct); and

      (c)   to the fullest extent permitted by applicable law, to indemnify and
hold harmless each Indemnified Person from and against any loss, damage or claim
incurred by such Indemnified Person 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 authority conferred on such Indemnified Person by the Declaration of Trust,
except that no Indemnified Person shall be entitled to be indemnified in respect
of any loss, damage or claim incurred by such Indemnified Person by reason of
gross negligence or willful misconduct (or, in the case of the Property Trustee,
negligence or willful misconduct) with respect to such acts or omissions. To the
fullest extent permitted by applicable law, the Trust shall advance, from time
to time, expenses (including legal fees) incurred by an Indemnified Person in
defending any claim, demand, action, suit or proceeding prior to the final
disposition of such claim, demand, action, suit or proceeding upon receipt by
the Trust of an undertaking by or on behalf of the Indemnified Person to repay
such amount if it shall be determined that the Indemnified Person is not
entitled to be indemnified for the underlying cause of action as authorized by
this Declaration of Trust. No Trustee may claim any Lien or charge on any Trust
Property as a result of any amount due pursuant to this Section 7.06. The
provisions of this Section 7.06 shall survive the termination of this
Declaration of Trust.

      When the Property Trustee incurs expenses or renders services in
connection with a Debenture Event of Default relating to certain bankruptcy
events, the expenses (including the reasonable charges and expenses of its
counsel) and the compensation for the services are intended to constitute
expenses of administration under any applicable federal or state bankruptcy,
insolvency or other similar law.

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<PAGE>

SECTION 7.07  Certain Trustees Required; Eligibility of Trustees.

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

      (b)   There shall at all times be two or more Regular Trustees hereunder.
Each Regular Trustee shall be either a natural person who is at least 21 years
of age or a legal entity that shall act through one or more persons authorized
to bind that entity.

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

SECTION 7.08 Conflicting Interests.

      If the Property Trustee has or shall acquire a conflicting interest within
the meaning of the Trust Indenture Act, the Property Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by,
and subject to the provisions of, the Trust Indenture Act and this Declaration
of Trust.

SECTION 7.09 Co-Trustees and Separate Trustee.

      (a)   Unless an Event of Default shall have occurred and be continuing, at
any time or times, for the purpose of meeting the legal requirements of the
Trust Indenture Act or of any jurisdiction in which any part of the Trust
Property may at the time be located, the Sponsor and the Regular Trustees shall
have the power (i) to appoint, and upon the written request of the Regular
Trustees the Sponsor shall for such purpose join with the Regular Trustees in
the execution, delivery, and performance of all instruments and agreements
necessary or proper to appoint, one or more Persons approved by the Property
Trustee either to act as cotrustee, jointly with the Property Trustee, of all or
any part of such Trust Property, or to the extent required by law to act as
separate trustee of any such Trust Property, in either case with such powers as
may be provided in the instrument of appointment, and (ii) to vest in such
Person or Persons in the capacity aforesaid, any property, title, right or power
deemed necessary or desirable, subject to the other provisions of this Section
7.09(a). If the Sponsor does not join in such appointment within 15 days after
the receipt by it of a request so to do, or in case a Debenture Event of Default
has occurred and is continuing, the Property Trustee alone shall have power to
make such appointment. Any co-trustee or separate trustee appointed pursuant to
this Section shall either be (i) a natural person who is at least 21 years of
age and a resident of the United States or

                                       36

<PAGE>

(ii) a legal entity with its principal place of business in the United States
that shall act through one or more persons authorized to bind such entity.

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

      (c)   Every co-trustee or separate trustee shall, to the extent permitted
by law, but to such extent only, be appointed subject to each of the following
terms:

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

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

            (3)   The Property Trustee at any time, by an instrument in writing
      executed by it, with the written concurrence of the Sponsor, may accept
      the resignation of or remove any co-trustee or separate trustee appointed
      under this Section 7.09, and, in case a Debenture Event of Default has
      occurred and is continuing, the Property Trustee shall have power to
      accept the resignation of, or remove, any such co-trustee or separate
      trustee without the concurrence of the Sponsor. Upon the written request
      of the Property Trustee, the Sponsor shall join with the Property Trustee
      in the execution, delivery, and performance of all instruments and
      agreements necessary or proper to effectuate such resignation or removal.
      A successor to any co-trustee or separate trustee so resigned or removed
      may be appointed in the manner provided in this Section 7.09.

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

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

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

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<PAGE>

SECTION 7.10 Resignation and Removal; Appointment of Successor.

      (a)   No resignation or removal of any Trustee and no appointment of a
successor Trustee pursuant to this Article 7 shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 7.11.

      (b)   Subject to the immediately preceding paragraph, any Trustee may
resign at any time with respect to the Trust Securities by giving written notice
thereof to the Securityholders.

      (c)   Unless an Event of Default shall have occurred and be continuing,
any Trustee may be removed at any time by Act of the Holder of the Trust Common
Securities. If an Event of Default shall have occurred and be continuing, the
Property Trustee or the Delaware Trustee, or both of them, may be removed at
such time only by Act of the Holders of at least a Majority in Liquidation
Preference of the Outstanding Trust Preferred Securities, delivered to such
Trustee (in its individual capacity and on behalf of the Trust). The Regular
Trustees may only be removed by the Holder of Trust Common Securities at any
time.

      (d)   If the instrument of acceptance by the successor Trustee required by
Section 7.11 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation or removal, the Trustee may petition,
at the expense of the Sponsor, any court of competent jurisdiction for the
appointment of a successor Trustee.

      (e)   If any Trustee shall resign, be removed or become incapable of
acting as Trustee, or if a vacancy shall occur in the office of any Trustee for
any cause, at a time when no Event of Default shall have occurred and be
continuing, the Holder of Trust Common Securities, by Act of the Holder of Trust
Common Securities delivered to the retiring Trustee, shall promptly appoint a
successor Trustee or Trustees and the Trust and the retiring Trustee shall
comply with the applicable requirements of Section 7.11. If the Property Trustee
or the Delaware Trustee shall resign, be removed or become incapable of
continuing to act as the Property Trustee or the Delaware Trustee, as the case
may be, at a time when an Event of Default has occurred and is continuing, the
Holders of Trust Preferred Securities, by Act of the Securityholders of at least
a Majority in Liquidation Preference of the Outstanding Trust Preferred
Securities delivered to the retiring Trustee, shall promptly appoint a successor
Trustee or Trustees, and such successor Trustee shall comply with the applicable
requirements of Section 7.11. If any Regular Trustee shall resign, be removed or
become incapable of acting as an Regular Trustee at a time when an Event of
Default shall have occurred and be continuing, the Holder of Trust Common
Securities shall appoint a successor Regular Trustee. If no successor Trustee
shall have been so appointed by the Holder of Trust Common Securities or the
Holders of Trust Preferred Securities and accepted appointment in the manner
required by Section 7.11, any Securityholder who has been a Securityholder of
Trust Securities for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee.

      (f)   The Property Trustee shall give notice of each resignation and each
removal of a Trustee and each appointment of a successor Trustee to all
Securityholders in the manner provided in Section 10.07 and shall give notice to
the Sponsor. Each notice shall include the

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<PAGE>

name of the successor Trustee and the address of its Corporate Trust Office if
it is the Property Trustee.

      (g)   Notwithstanding the foregoing or any other provision of this
Declaration of Trust, in the event any Regular Trustee or Delaware Trustee who
is a natural person dies or becomes, in the opinion of the Sponsor, incompetent
or incapacitated, the vacancy created by such death, incompetence or incapacity
may be filled by (i) the unanimous act of the remaining Regular Trustees if
there are at least two of them or (ii) otherwise by the Sponsor (with the
successor in each case being a Person who satisfies the eligibility requirements
for an Regular Trustee or for the Delaware Trustee, as the case may be, set
forth in Section 7.07).

SECTION 7.11  Acceptance of Appointment by Successor.

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

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

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

SECTION 7.12 Merger, Conversion, Consolidation or Succession to Business.

      Any Person into which any of the Trustees that is not a natural person may
be merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which such Trustee
shall be a party, or any Person succeeding to all or substantially all the
corporate trust business of such Trustee, shall be the successor of such Trustee
hereunder, provided such Person shall be otherwise qualified and eligible under
this

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<PAGE>

Article 7, without the execution or filing of any paper or any further act on
the part of any of the parties hereto.

SECTION 7.13 Preferential Collection of Claims Against Sponsor or Trust.

      If and when the Property Trustee or the Delaware Trustee shall be or
become a creditor (whether directly or indirectly, secured or unsecured) of the
Sponsor or the Trust (or any other obligor upon the Debentures or the Trust
Securities), including under the terms of Section 7.05 hereof, the Property
Trustee or the Delaware Trustee, as the case may be, shall be subject to and
shall take all actions necessary in order to comply with the provisions of the
Trust Indenture Act regarding the collection of claims against the Sponsor or
Trust (or any such other obligor).

SECTION 7.14 Reports by Property Trustee.

      (a)   The Property Trustee shall transmit to Holders such reports
concerning the Property Trustee and its actions under this Declaration of Trust
as may be required pursuant to the Trust Indenture Act at the times and in the
manner provided pursuant thereto. If required by Section 313(a) of the Trust
Indenture Act, the Property Trustee shall, within 60 days after each May 31
following the date of this Declaration of Trust deliver to Holders a brief
report, dated as of such May 31, which complies with the provisions of such
Section 313(a).

      (b)   A copy of each such report shall, at the time of such transmission
to Holders, be filed by the Property Trustee with each stock exchange upon which
any Trust Preferred Securities are then listed, with the Commission and with the
Trust. The Trust will promptly notify the Property Trustee when any Trust
Preferred Securities are listed on any stock exchange.

SECTION 7.15 Reports to the Property Trustee.

      The Sponsor and the Regular Trustees on behalf of the Trust shall provide
to the Property Trustee such documents, reports and information as required by
Section 314 of the Trust Indenture Act (if any) and the compliance certificate
required by Section 314(a) of the Trust Indenture Act in the form, in the manner
and at the times required by Section 314 of the Trust Indenture Act. Delivery of
such reports, information and documents to the Property Trustee is for
informational purposes only and the Property Trustee's receipt of such shall not
constitute constructive notice of any information contained therein, including
the Sponsor's or the Trust's compliance with any of its covenants hereunder (as
to which the Property Trustee is entitled to rely exclusively on Officer's
Certificates).

SECTION 7.16 Evidence of Compliance with Conditions Precedent.

      The Sponsor and the Regular Trustees on behalf of the Trust shall provide
to the Property Trustee evidence of compliance with the conditions precedent, if
any, provided for in this Declaration of Trust that relate to any of the matters
set forth in Section 314(c) of the Trust Indenture Act.

                                       40

<PAGE>

SECTION 7.17 Statements Required in Officer's Certificate and Opinion of
Counsel.

      Each Officer's Certificate and Opinion of Counsel with respect to
compliance with a covenant or condition provided for in this Declaration of
Trust shall include:

      (a)   a statement that each Person making such Officer's Certificate or
Opinion of Counsel has read such covenant or condition;

      (b)   a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such Officer's
Certificate or Opinion of Counsel are based;

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

      (d)   a statement that, in the opinion of such Person, such covenant or
condition has been complied with; provided, however, that with respect to
matters of fact not involving any legal conclusion, an Opinion of Counsel may
rely on an Officer's Certificate or certificates of public officials.

SECTION 7.18 Number of Regular Trustees.

      (a)   The initial number of Regular Trustees shall be three, provided that
the Holder of all of the Trust Common Securities by written instrument may,
subject to the requirements of Section 7.07(b), increase and/or decrease the
number of Regular Trustees.

      (b)   If an Regular Trustee ceases to hold office for any reason and the
number of Regular Trustees is not reduced pursuant to Section 7.18(a), or if the
number of Regular Trustees is increased pursuant to Section 7.18(a), a vacancy
shall occur. The vacancy shall be filled with an Regular Trustee appointed in
accordance with Section 7.10.

      (c)   The death, resignation, retirement, removal, bankruptcy,
incompetence or incapacity to perform the duties of an Regular Trustee shall not
operate to annul, dissolve or terminate the Trust. Whenever a vacancy shall
occur, until such vacancy is filled by the appointment of an Regular Trustee in
accordance with Section 7.10, the Regular Trustee or Trustees in office,
regardless of their number (and notwithstanding any other provision of this
Declaration of Trust), shall have all the powers granted to the Regular Trustees
and shall discharge all the duties imposed upon the Regular Trustees by this
Declaration of Trust.

SECTION 7.19 Delegation of Power.

      (a)   Any Regular Trustee may, by power of attorney consistent with
applicable law, delegate to any natural person over the age of 21 his/her power
for the purpose of executing any documents contemplated in Section 2.07(a),
including any registration statement or amendment thereto filed with the
Commission, or making any other governmental filing.

                                       41

<PAGE>

      (b)   The Regular Trustees shall have power to delegate from time to time
to such of their number, if there is more than one Regular Trustee, or to the
Sponsor the doing of such things and the execution of such instruments either in
the name of the Trust or the names of the Regular Trustees or otherwise as the
Regular 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 7.20 Voting.

      Except as otherwise provided in this Declaration of Trust, the consent or
vote of the Regular Trustees shall be approved by not less than a majority of
the Regular Trustees.

                                    ARTICLE 8

                           DISSOLUTION AND LIQUIDATION

SECTION 8.01 Dissolution Upon Expiration Date.

      Unless earlier dissolved, the Trust shall automatically dissolve on
December 31, ____ (the "Expiration Date"), following the distribution of the
Trust Property in accordance with Section 8.04.

SECTION 8.02 Early Dissolution.

      The earliest to occur of any of the following events is an "Early
Dissolution Event":

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

      (b)   upon 30 days' prior written notice to the Holders of the Trust
Preferred Securities, the delivery of written direction to the Property Trustee
by the Sponsor (which direction is wholly optional and within the discretion of
the Sponsor) to dissolve the Trust and cause the distribution of a Like Amount
of Distributable Debentures to the Securityholders in exchange for the Trust
Preferred Securities in accordance with Section 8.04;

      (c)   the redemption of all of the Trust Securities; and

      (d)   an order for dissolution or liquidation of the Trust shall have been
entered by a court of competent jurisdiction.

SECTION 8.03 Termination of Obligations.

      The respective obligations and responsibilities of the Trustees and the
Trust created and continued hereby shall terminate upon the latest to occur of
the following: (i) the distribution by the Property Trustee to Securityholders
upon the liquidation of the Trust pursuant to Section 8.04, or upon the
redemption of all of the Trust Securities pursuant to Section 4.02, of all
amounts required to be distributed hereunder upon the final payment of the Trust
Securities; (ii) the payment of any expenses owed by the Trust; and (iii) the
discharge of all administrative

                                       42

<PAGE>

duties of the Regular Trustees, including the performance of any tax reporting
obligations with respect to the Trust or the Securityholders.

SECTION 8.04 Dissolution and Liquidation.

      (a)   If an Early Dissolution Event specified in clause (a), (b) or (d) of
Section 8.02 occurs or upon the Expiration Date, the Trust shall be liquidated
by the Regular Trustees and the Property Trustee as expeditiously as they
determine to be possible by distributing, after satisfaction of liabilities to
creditors of the Trust as provided by applicable law, to each Securityholder a
Like Amount of Distributable Debentures, subject to Sections 2.05(b) and
8.04(d). Notice of liquidation shall be given by the Property Trustee by
first-class mail, postage prepaid, mailed not later than 30 nor more than 60
days prior to the Liquidation Date to each Holder of Trust Securities at such
Holder's address appearing in the Securities Register. All notices of
liquidation shall:

            (1)   state the Liquidation Date;

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

            (3)   provide such information with respect to the mechanics by
      which Holders may exchange Trust Securities Certificates for certificates
      evidencing Distributable Debentures, or, if Section 8.04(d) applies,
      receive a Liquidation Distribution, as the Regular Trustees or the
      Property Trustee shall deem appropriate.

      (b)   In order to effect the liquidation of the Trust and distribution of
the Distributable Debentures to Securityholders, the Property Trustee shall
establish a record date for such distribution (which shall be one Business Day
prior to the Liquidation Date; provided, however, that in the event that the
Trust Preferred Securities are not in book-entry-only form, such record date
shall be the date that is 15 days prior to the Liquidation Date) and either
itself acting as exchange agent or through the appointment of a separate
exchange agent, shall establish such procedures as it shall deem appropriate to
effect the distribution of such Debentures in exchange for the Outstanding Trust
Securities Certificates.

      (c)   Except where Section 8.02(c) or 8.02(d) applies, on or after the
Liquidation Date (i) the Trust Securities will no longer be deemed to be
Outstanding, (ii) certificates representing a Like Amount of the Distributable
Debentures will be issued to Holders of Trust Securities Certificates, upon
surrender of such certificates to the Regular Trustees or their agent for
exchange, (iii) the Sponsor shall use its best efforts to have the Distributable
Debentures listed on the New York Stock Exchange or such other exchange as the
Trust Preferred Securities are then listed and shall take any reasonable action
necessary to effect the distribution of such Distributable Debentures, (iv) any
Trust Securities Certificates not so surrendered for exchange will be deemed to
represent a Like Amount of Distributable Debentures, accruing interest at the
rate provided for in the Distributable Debentures from the last Distribution
Date on which a Distribution was made on such Trust Certificates until such
certificates are so surrendered (and

                                       43

<PAGE>

until such certificates are so surrendered, no payments or interest or principal
will be made to Holders of Trust Securities Certificates with respect to such
Distributable Debentures) and (v) all rights of Securityholders holding Trust
Securities will cease, except the right of such Securityholders to receive
Distributable Debentures upon surrender of Trust Securities Certificates.

      (d)   In the event that, notwithstanding the other provisions of this
Section 8.04, whether because of the occurrence of a Bankruptcy Event in respect
of the Sponsor, an order for termination entered by a court of competent
jurisdiction or otherwise, distribution of the Distributable Debentures in the
manner provided herein is determined by the Property Trustee not to be
practicable, the Trust Property shall be liquidated, and the Trust shall be
terminated, by the Property Trustee in such manner as the Property Trustee
determines. In such event, on the date of the dissolution of the Trust,
Securityholders will be entitled to receive out of the assets of the Trust
available for distribution to Securityholders, after satisfaction of liabilities
to creditors of the Trust as provided by applicable law, an amount equal to $25
per Trust Security plus accumulated and unpaid Distributions thereon to the date
of payment (such amount being the "Liquidation Distribution"). If, upon any such
termination, the Liquidation Distribution can be paid only in part because the
Trust has insufficient assets available to pay in full the aggregate Liquidation
Distribution, then, subject to the next succeeding sentence, the amounts payable
by the Trust on the Trust Securities shall be paid on a pro rata basis (based
upon Liquidation Preferences). The Holder of the Trust Common Securities will be
entitled to receive Liquidation Distributions upon any such termination pro rata
(determined as aforesaid) with Holders of Trust Preferred Securities, except
that, if a Debenture Event of Default has occurred and is continuing, the Trust
Preferred Securities shall have a priority over the Trust Common Securities, and
no Liquidation Distribution will be paid to the Holders of the Trust Common
Securities unless and until receipt by all Holders of the Trust Preferred
Securities of the entire Liquidation Distribution payable in respect thereof.

                                    ARTICLE 9
                                  MERGERS, ETC.

SECTION 9.01 Mergers, Consolidations, Conversions, Amalgamations or Replacements
of the Trust.

      The Trust may not merge with or into, consolidate, convert, amalgamate, or
be replaced by, or convey, transfer or lease its properties and assets as an
entirety or substantially as an entirety to any Person, except as described
below or as described in this Article 9. The Trust may, at the request of the
Sponsor, with the consent of the Regular Trustees and without the consent of the
Holders of the Trust Preferred Securities, merge with or into, consolidate,
convert, amalgamate, be replaced by or convey, transfer or lease its properties
and assets as an entirety or substantially as an entirety to a trust organized
as such under the laws of any state; provided, that (i) such successor entity
either (a) expressly assumes all of the obligations of the Trust with respect to
the Trust Preferred Securities or (b) substitutes for the Trust Preferred
Securities other securities having substantially the same terms as the Trust
Preferred Securities (the "Successor Securities") so long as the Successor
Securities rank the same as the Trust Preferred Securities rank with respect to
the payment of Distributions and payments upon liquidation, redemption and
otherwise, (ii) the Sponsor expressly appoints a trustee of such successor
entity possessing the

                                       44

<PAGE>

same powers and duties as the Property Trustee as the holder of the Debentures,
(iii) the Successor Securities are listed, or any Successor Securities will be
listed upon notification of issuance, on any national securities exchange or
other organization on which the Trust Preferred Securities are then listed, if
any, (iv) such merger, consolidation, conversion, amalgamation, replacement,
conveyance, transfer or lease does not cause the Trust Preferred Securities
(including any Successor Securities) to be downgraded by any nationally
recognized statistical rating organization, (v) such merger, consolidation,
conversion, amalgamation, replacement, conveyance, transfer or lease does not
adversely affect the rights, preferences and privileges of the Holders of the
Trust Preferred Securities (including any Successor Securities) in any material
respect, (vi) such successor entity has a purpose substantially similar to that
of the Trust, (vii) prior to such merger, consolidation, conversion,
amalgamation, replacement, conveyance, transfer or lease, the Sponsor has
received an Opinion of Counsel to the effect that (a) such merger,
consolidation, conversion, amalgamation, replacement, conveyance, transfer or
lease does not adversely affect the rights, preferences and privileges of the
Holders of the Trust Preferred Securities (including any Successor Securities)
in any material respect, and (b) following such merger, consolidation,
conversion, amalgamation, replacement, conveyance transfer or lease, neither the
Trust nor such successor entity will be required to register as an investment
company under the 1940 Act and (viii) the Sponsor or any permitted successor or
assignee owns all of the common securities of such successor entity and
guarantees the obligations of such successor entity under the Successor
Securities at least to the extent provided by the Trust Guarantee and this
Declaration of Trust. Notwithstanding the foregoing, the Trust shall not, except
with the consent of all Holders of the Trust Preferred Securities, merge with or
into, consolidate, convert, amalgamate, be replaced by or convey, transfer or
lease its properties and assets as an entirety or substantially as an entirety
to, any other entity or permit any other entity to consolidate, amalgamate,
merge with or into, or replace it if such consolidation, conversion,
amalgamation, merger, replacement, conveyance, transfer or lease would cause the
Trust or the successor entity to be classified as other than a grantor trust for
United States federal income tax purposes.

                                   ARTICLE 10
                            MISCELLANEOUS PROVISIONS

SECTION 10.01 Limitation of Rights of Securityholders.

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

SECTION 10.02 Amendment.

      (a)   This Declaration of Trust may be amended from time to time by the
Regular Trustees and the Sponsor, without the consent of any Securityholders,
(i) to cure any ambiguity, to correct or supplement any provisions in this
Declaration of Trust that may be inconsistent with

                                       45

<PAGE>

any other provision, or to include any other provisions with respect to matters
or questions arising under this Declaration of Trust that shall not be
inconsistent with the other provisions of this Declaration of Trust, or (ii) to
modify, eliminate or add to any provisions of this Declaration Trust to such
extent as shall be necessary to ensure that the Trust will be classified for
United States federal income tax purposes as a grantor trust at all times that
any Trust Preferred Securities and Trust Common Securities are Outstanding, to
ensure that the Debentures will be treated as indebtedness of the Companies or
to ensure that the Trust will not be required to register as an investment
company under the 1940 Act; provided, however, that in the case of clause (i)
above, such action shall not adversely affect in any respect the interests of
any Holder of Trust Preferred Securities or Trust Common Securities. Any
amendments of this Declaration of Trust pursuant to this Section 10.02(a) shall
become effective when notice thereof is given to the Securityholders.

      (b)   Except as provided in Section 10.02(a) and 10.02(c) hereof, any
provision of this Declaration of Trust may be amended by the Regular Trustees
and the Sponsor with the consent of Holders of at least a Majority in
Liquidation Preference of the Outstanding Trust Preferred Securities.

      (c)   In addition to and notwithstanding any other provision in this
Declaration of Trust, without the consent of each affected Securityholder, this
Declaration of Trust may not be amended to (i) change the amount, timing or
currency of any Distribution or Liquidation Distribution on the Trust Securities
or otherwise adversely affect the method of payment of any Distribution or
Liquidation Distribution required to be made in respect of the Trust Securities
as of a specified date; (ii) change the redemption provisions of the Trust
Securities; (iii) restrict the right of a Securityholder to institute suit for
the enforcement of any such payment contemplated in (i) or (ii) above on or
after the related payment date; (iv) modify the first sentence of Section 2.06
hereof, (v) authorize or issue any beneficial interest in the Trust other than
as contemplated by this Declaration of Trust as of the date hereof; (vi) change
the conditions precedent for the Sponsor to elect to dissolve the Trust and
distribute the Distributable Debentures to Holders of Trust Preferred Securities
as set forth in Section 8.02; or (vii) affect the limited liability of any
Holder of Trust Preferred Securities, and, notwithstanding any other provision
herein, without the unanimous consent of the Securityholders, paragraphs (b) and
(c) of this Section 10.02 may not be amended.

      (d)   Notwithstanding any other provisions of this Declaration of Trust,
no amendment to this Declaration of Trust shall be made without receipt by the
Trust of an Opinion of Counsel experienced in such matters to the effect that
such amendment or the exercise of any power granted to the Trustees in
accordance with such amendments will not affect the Trust's status as a grantor
trust for United States federal income tax purposes or its exemption from
regulation as an "investment company" under the 1940 Act.

      (e)   Notwithstanding anything in this Declaration of Trust to the
contrary, without the consent of the Sponsor, this Declaration of Trust may not
be amended in a manner which imposes any additional obligation on the Sponsor.

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

                                       46

<PAGE>

      (g)   In executing any amendment to the Declaration of Trust, the Property
Trustee shall be entitled to receive, and (subject to Section 7.01) shall be
fully protected in relying upon, an Officer's Certificate and Opinion of Counsel
stating that the execution of such amendment is authorized or permitted by this
Declaration of Trust. Except as contemplated by Section 7.11, any Trustee may,
but shall not be obligated to, enter into any amendment to this Declaration of
Trust which affects the Trustee's own rights, duties or immunities under this
Declaration of Trust or otherwise.

SECTION 10.03 Severability.

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

SECTION 10.04 Governing Law.

      THIS DECLARATION OF TRUST AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE
SECURITYHOLDERS, THE TRUST AND THE TRUSTEES WITH RESPECT TO THIS DECLARATION OF
TRUST AND THE TRUST SECURITIES SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO CONFLICT OF
LAWS PRINCIPLES.

SECTION 10.05 Successors and Assigns.

      This Declaration of Trust shall be binding upon and shall inure to the
benefit of any successor to the Trust or successor Trustee or both, including
any successor by operation of law. Except in connection with a consolidation,
merger, conversion or sale involving the Sponsor that is permitted under Article
__ of the Indenture and pursuant to which the assignee agrees in writing to
perform the Sponsor's obligations hereunder, the Sponsor shall not assign its
obligations hereunder.

SECTION 10.06 Headings.

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

SECTION 10.07 Reports, Notices and Demands.

      (a)   Any report, notice, demand or other communication which by any
provision of this Declaration of Trust is required or permitted to be given or
served to or upon any Securityholder or the Sponsor may be given or served in
writing by deposit thereof, first-class postage prepaid in the United States
mail, hand delivery or facsimile transmission, in each case, addressed, (i) in
the case of a Holder of a Trust Preferred Security, to such Holder of a Trust
Preferred Security as such Securityholder's name and address may appear on the
Securities Register; and (ii) in the case of the Holder of a Common Security or
the Sponsor, to Allied Waste Industries, Inc., 15880 North Greenway-Hayden Loop,
Suite 100, Scottsdale, Arizone, Attention: _______, facsimile no.: ______. Such
notice, demand or other communication to or

                                       47

<PAGE>

upon a Securityholder shall be deemed to have been sufficiently given or made,
for all purposes, upon hand delivery, mailing or transmission.

      (b)   Any notice, demand or other communication which by any provision of
this Declaration of Trust is required or permitted to be given or served to or
upon the Trust, the Property Trustee or the Regular Trustees shall be given in
writing addressed (until another address is published by the Trust) as follows:
(i) with respect to the Property Trustee to U.S. Bank National Association,
[_______________________________]; (ii) with respect to the Delaware Trustee, to
U.S. Bank Trust National Association, 300 East Delaware Avenue, 8th Floor,
Wilmington, Delaware 19809-1515; and (iii) with respect to the Regular Trustees,
to the address above for notices to the Sponsor, marked "Attention: Regular
Trustees of AWNA Trust." Such notice, demand or other communication to or upon
the Trust or the Property Trustee shall be deemed to have been sufficiently
given or made only upon actual receipt of the writing by the Trust or the
Property Trustee.

SECTION 10.08 Agreement Not to Petition.

      Each of the Trustees and the Sponsor agree for the benefit of the
Securityholders that, until at least one year and one day after the Trust has
been dissolved in accordance with Article 8, they shall not file, or join in the
filing of, a petition against the Trust under any Bankruptcy Laws or otherwise
join in the commencement of any proceeding against the Trust under any
Bankruptcy Law. In the event the Sponsor or any of the Trustees takes action in
violation of this Section 10.08, the Property Trustee agrees, for the benefit of
Securityholders, that at the expense of the Sponsor, it shall file an answer
with the bankruptcy court or otherwise properly contest the filing of such
petition by the Sponsor or any of the Trustees, as applicable, against the Trust
or the commencement of such action and raise the defense that the Sponsor has
agreed in writing not to take such action and should be estopped and precluded
therefrom and such other defenses, if any, as counsel for the Property Trustee
or the Trust may assert. The provisions of this Section 10.08 shall survive the
dissolution of this Declaration of Trust.

SECTION 10.09 Trust Indenture Act; Conflict with Trust Indenture Act.

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

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

      (c)   If any provision hereof limits, qualifies or conflicts with another
provision hereof which is required to be included in this Declaration of Trust
by any of the provisions of the Trust Indenture Act, such required provision
shall control. If any provision of this Declaration of Trust modifies or
excludes any provision of the Trust Indenture Act which may be so modified or
excluded, the latter provision shall be deemed to apply to this Declaration of
Trust as so modified or excluded, as the case may be.

                                       48

<PAGE>

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

SECTION 10.10 Acceptance of Terms of Declaration of Trust, Guarantees and the
Indenture.

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

                                       49

<PAGE>

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

                                   ALLIED WASTE INDUSTRIES, INC.,
                                   as Sponsor

                                   By: _________________________________________

                                   By: _________________________________________

                                   U.S. BANK NATIONAL ASSOCIATION,
                                   as Property Trustee

                                   By: _________________________________________
                                       Name:
                                       Title:

                                   U.S. BANK TRUST NATIONAL ASSOCIATION
                                   as Delaware Trustee

                                   By: _________________________________________
                                       Name:
                                       Title:

                                   _____________________________________________
                                   [                             ]
                                   as Regular Trustee

                                   _____________________________________________
                                   [                             ]
                                   as Regular Trustee

                                   _____________________________________________
                                   [                             ]
                                   as Regular Trustee

<PAGE>

                                                                       EXHIBIT A

                                STATE OF DELAWARE

                              CERTIFICATE OF TRUST

                                       OF

                                   AWNA TRUST

      This Certificate of Trust of AWNA Trust, dated as of November 25, 2002
("Certificate of Trust"), is being duly executed and filed by the undersigned,
as trustees, with the Secretary of State of the State of Delaware to form a
statutory trust in accordance with the provisions of the Delaware Statutory
Trust Act (12 Del. C. Sections 3801, et seq.). This Certificate of Trust sets
forth the following:

      1.    Name. The name of the statutory trust is "AWNA Trust."

      2.    Delaware Trustee. The name and address of the Delaware trustee in
the State of Delaware is U.S. Bank Trust National Association, 300 East Delaware
Avenue, 8th Floor, Wilmington, Delaware 19809-1515.

      3.    Effective Date. This Certificate of Trust shall be effective at the
time of its filing with the Secretary of State of the State of Delaware

      4.    Counterparts. This Certificate of Trust may be executed in one or
more counterparts.

                                       1

<PAGE>

      IN WITNESS WHEREOF, the undersigned, being all the trustees of the trust
at the time of filing of this Certificate of Trust, have executed this
Certificate of Trust as of the date first written above.

                                 U.S. BANK TRUST NATIONAL ASSOCIATION,
                                 not in its individual capacity, but solely as
                                 trustee of the trust

                                 By: ___________________________________________
                                     Name:
                                     Title:

                                 U.S. BANK NATIONAL ASSOCIATION, not in its
                                 individual capacity, but solely as trustee of
                                 the trust

                                 By: ___________________________________________
                                     Name:
                                     Title:

                                       2

<PAGE>

                                 THOMAS P. MARTIN, not in his individual
                                 capacity, but solely as trustee of the trust,

                                 By: ___________________________________________
                                     Name:

                                       3

<PAGE>

                                                                       EXHIBIT B

               THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO THE
         EXTENT PROVIDED IN THE DECLARATION OF TRUST (AS DEFINED BELOW)

                                                       NO. OF TRUST
                   CERTIFICATE NO.                   COMMON SECURITIES
                   --------------                    -----------------
                        TC-1                              [     ]

                 CERTIFICATE EVIDENCING TRUST COMMON SECURITIES

                                       OF

                                   AWNA TRUST
                          [ ]% TRUST COMMON SECURITIES
                (LIQUIDATION PREFERENCE $25 PER COMMON SECURITY)

      AWNA Trust, a statutory trust created under the laws of the State of
Delaware (the "Trust"), hereby certifies that Allied Waste Management, Inc. (the
"Holder") is the registered owner of [             ] common securities of the
Trust representing undivided beneficial interests in the assets of the Trust and
designated as the [   ]% Trust Common Securities (Liquidation Preference $25 per
Common Security) (the "Trust Common Securities"). Except as provided in Section
5.10 of the Declaration of Trust (as defined below) the Trust Common Securities
are not transferable and any attempted transfer hereof shall be void. The
designations, rights, privileges, restrictions, preferences and other terms and
provisions of the Trust Common Securities are set forth in, and this certificate
and the Trust Common Securities represented hereby are issued and shall in all
respects be subject to the terms and provisions of, the Amended and Restated
Declaration of Trust of the Trust dated as of ____, 2004, as the same may be
amended from time to time (the "Declaration of Trust"). The Trust will furnish a
copy of the Declaration of Trust to the Holder without charge upon written
request to the Trust at its principal place of business or registered office.

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

      IN WITNESS WHEREOF, the undersigned Regular Trustees of the Trust have
executed this certificate this [     ] day of [        ], 2004.

      AWNA TRUST

      By: ____________________________      By: ________________________________
          Name:                                 Name:
          Regular Trustee                       Regular Trustee

                                        1

<PAGE>

                                                                       EXHIBIT C

      This Trust Preferred Security is a Book-Entry Trust Preferred Securities
Certificate within the meaning of the Declaration of Trust hereinafter referred
to and is registered in the name of The Depository Trust Company (the
"Depository") or a nominee of the Depository. This Trust Preferred Security is
exchangeable for Trust Preferred Securities registered in the name of a person
other than the Depository or its nominee only in the limited circumstances
described in the Declaration of Trust referred to herein and no transfer of this
Trust Preferred Security (other than a transfer of this Trust Preferred Security
as a whole by the Depository to a nominee of the Depository or by a nominee of
the Depository to the Depository or another nominee of the Depository) may be
registered except in limited circumstances.

      Unless this Trust Preferred Security is presented by an authorized
representative of The Depository Trust Company, a New York corporation (55 Water
Street, New York) to AWNA Trust or its agent for registration of transfer,
exchange or payment, and any Trust Preferred Security issued is registered in
the name of Cede & Co. or such other name as requested by an authorized
representative of The Depository Trust Company and any payment hereon is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of The Depository Trust Company, ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as
the registered owner hereof, Cede & Co., has an interest herein.

                                        1

<PAGE>

               THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO THE
         EXTENT PROVIDED IN THE DECLARATION OF TRUST (AS DEFINED BELOW)

                                                          NO. OF
         CERTIFICATE NO.                           PREFERRED SECURITIES
         --------------                            ---------------------
              TP-1                                        [     ]

                                                          AGGREGATE
           CUSIP NO.                               LIQUIDATION PREFERENCE
           --------                                ----------------------
                                                         $[      ]

                CERTIFICATE EVIDENCING TRUST PREFERRED SECURITIES

                                       OF

                                   AWNA TRUST

                        [ ]% TRUST PREFERRED SECURITIES,
              (LIQUIDATION PREFERENCE [$__] PER PREFERRED SECURITY)

     AWNA Trust, a statutory trust created under the laws of the State of
Delaware (the "Trust"), hereby certifies that Cede & Co. (the "Holder") is the
registered owner of [ ] preferred securities of the Trust representing undivided
preferred beneficial interests in the assets of the Trust and designated the
AWNA Trust [ ]% Trust Preferred Securities (Liquidation Preference $25 per
Preferred Security) (the "Trust Preferred Securities"). Subject to the terms of
Section 5.11 of the Declaration of Trust (as defined herein), the Trust
Preferred Securities are freely transferable on the books and records of the
Trust, in person or by a duly authorized attorney, upon surrender of this
certificate duly endorsed and in proper form for transfer as provided in Section
5.04 of the Declaration of Trust. The designations, rights, privileges,
restrictions, preferences and other terms and provisions of the Trust Preferred
Securities are set forth in, and this certificate and the Trust Preferred
Securities represented hereby are issued under and shall in all respects be
subject to the terms and provisions of, the Amended and Restated Declaration of
Trust of the Trust dated as of ________, 2004, as the same may be amended from
time to time (the "Declaration of Trust"). The Holder is entitled to the
benefits of the Trust Guarantee Agreement entered into by Allied Waste
Industries, Inc., a Delaware corporation ("AWI"), and U.S. Bank National
Association as trust guarantee trustee, dated as of ________, 2004 (the "Trust
Guarantee") to the extent provided therein, together with the benefits resulting
from the obligations of AWI under the Declaration of Trust, its [ ]% Junior
Subordinated Debentures, (the "Debentures") and the Indenture. The Property
Trustee will furnish a copy of the aforementioned agreements and instruments to
the Holder without charge upon written request to the Trust at its principal
place of business.

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

                                       2

<PAGE>

      Holders of Trust Preferred Securities shall be entitled to receive
cumulative cash distributions at a rate per annum of [ ]% of the stated
liquidation preference of $25 per Trust Preferred Security. Distributions on the
Trust Preferred Securities shall, from the date of original issue, accumulate
and be cumulative and shall be payable quarterly in arrears on March 31, June
30, September 30 and December 31 of each year, commencing on _______, 2004.
Amounts available to the Trust for distribution to the Holders of the Trust
Preferred Securities will be limited to payments received by the Trust on the
Debentures. Distributions not paid on the scheduled payment date will accumulate
and compound quarterly (to the extent permitted by applicable law) at the rate
of [ ]% per annum.

      The amount of Distributions payable for any period will be computed for
any full quarterly Distribution period on the basis of a 360-day year of twelve
30-day months, except for any period shorter than a full calendar month, in
which case the amount shall be computed on the basis of the actual number of
days elapsed in such period. If the Trust Preferred Securities are in book-entry
only form, Distributions will be payable to the holders of record of the Trust
Preferred Securities as they appear on the books and records of the Trust on the
Business Day prior to the relevant payment dates. If the Trust Preferred
Securities are not in book-entry only form, the relevant record date shall be
the date which is 15 days prior to the relevant payment date, whether or not a
Business Day. If Distributions are not paid when scheduled, the accumulated
Distributions shall be paid to the holders of record of the Trust Preferred
Securities as they appear on the books and records of the Trust on the relevant
record date as determined under the Declaration of Trust with respect to the
actual payment date for such Distributions. In the event that any date on which
a Distribution is payable is not a Business Day, payment of such Distribution
shall be made on the next succeeding day which is a Business Day (without any
additional Distributions or other payment in respect of any such delay) except
that, if such Business Day falls in the next succeeding calendar year, such
payment shall be made on the immediately preceding Business Day (without any
reduction of Distributions or other payments in respect of such early payment),
in each case with the same force and effect as if made on the date such payment
was originally payable.

      The Trust Preferred Securities shall be redeemable as provided in the
Declaration of Trust.

      Unless otherwise expressly provided or unless the context otherwise
requires, capitalized terms or phrases used herein and not otherwise defined
herein shall have the meaning or meanings assigned to such terms or phrases in
the Declaration of Trust.

                                       3

<PAGE>

      IN WITNESS WHEREOF, the undersigned Regular Trustees of the Trust have
executed this certificate this [ ] day of [ ], 2004.

                               AWNA TRUST

                               By: _____________________________________________
                                   Name:
                                        Regular Trustee

                               By: _____________________________________________
                                   Name:
                                        Regular Trustee

                                       4

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

      This Certificate is one of the issue of Trust Preferred Securities
described in the Declaration of Trust.

      Date of Authentication:  [            ], 2004.

                                            THE U.S. BANK NATIONAL ASSOCIATION,
                                            as Property Trustee

                                            By: ________________________________
                                                Authorized Signatory

                                       5

<PAGE>

                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers to:

________________________________________________________________________________

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

________________________________________________________________________________

________________________________________________________________________________
(Insert address and zip code of assignee)

__________  Trust Preferred Securities represented by this Trust Preferred
            Securities Certificate and irrevocably appoints

________________________________________________________________________________

________________________________________________________________________________
agent to transfer said Trust Preferred Securities 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 in this Trust Preferred Securities
Certificate)

                                       6