<PAGE>

                                                                    EXHIBIT 4.11




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                           HALLIBURTON CAPITAL TRUST I

                    AMENDED AND RESTATED DECLARATION OF TRUST

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

                         Dated as of __________, ______

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                     ARTICLE I
                                          DEFINITIONS AND INTERPRETATION

<S>                     <C>                                                                                     <C>
SECTION 1.1             Definitions...............................................................................1

                                                    ARTICLE II
                                                TRUST INDENTURE ACT

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

                                                    ARTICLE III
                                                   ORGANIZATION

SECTION 3.1             Name.....................................................................................11
SECTION 3.2             Office...................................................................................11
SECTION 3.3             Purpose..................................................................................11
SECTION 3.4             Authority................................................................................11
SECTION 3.5             Title to Property of the Trust...........................................................11
SECTION 3.6             Powers and Duties of the Administrative Trustees.........................................11
SECTION 3.7             Prohibition of Actions by the Trust and the Trustees.....................................14
SECTION 3.8             Powers and Duties of the Property Trustee................................................15
SECTION 3.9             Certain Duties and Responsibilities of the Property Trustee..............................17
SECTION 3.10            Certain Rights of Property Trustee.......................................................18
SECTION 3.11            Delaware Trustee.........................................................................20
SECTION 3.12            Execution of Documents...................................................................20
SECTION 3.13            Not Responsible for Recitals or Issuance of Securities...................................21
SECTION 3.14            Duration of Trust........................................................................21
SECTION 3.15            Mergers..................................................................................21

                                                    ARTICLE IV
                                                      SPONSOR

SECTION 4.1             Sponsor's Purchase of Common Securities..................................................22
SECTION 4.2             Responsibilities of the Sponsor..........................................................23
SECTION 4.3             Right to Proceed.........................................................................23

                                                     ARTICLE V
                                                     TRUSTEES

SECTION 5.1             Number of Trustees: Appointment of Co-Trustee............................................24
</TABLE>

                                      -i-

<PAGE>

<TABLE>
<CAPTION>
<S>                     <C>                                                                                     <C>
SECTION 5.2             Delaware Trustee.........................................................................24
SECTION 5.3             Property Trustee; Eligibility............................................................25
SECTION 5.4             Certain Qualifications of Administrative Trustees and Delaware Trustee Generally.........26
SECTION 5.5             Administrative Trustees..................................................................26
SECTION 5.6             Delaware Trustee.........................................................................26
SECTION 5.7             Appointment, Removal and Resignation of Trustees.........................................26
SECTION 5.8             Vacancies Among Trustees.................................................................28
SECTION 5.9             Effect of Vacancies......................................................................28
SECTION 5.10            Meetings.................................................................................29
SECTION 5.11            Delegation of Power......................................................................29
SECTION 5.12            Merger, Conversion, Consolidation or Succession to Business..............................29

                                                    ARTICLE VI
                                                   DISTRIBUTIONS

SECTION 6.1             Distributions............................................................................30

                                                    ARTICLE VII
                                              ISSUANCE OF SECURITIES

SECTION 7.1             General Provisions Regarding Securities..................................................30
SECTION 7.2             Execution and Authentication.............................................................31
SECTION 7.3             Form and Dating..........................................................................31
SECTION 7.4             Registrar and Paying Agent [and Conversion Agent]........................................33
SECTION 7.5             Paying Agent to Hold Money in Trust......................................................33
SECTION 7.6             Replacement Securities...................................................................33
SECTION 7.7             Outstanding Preferred Securities.........................................................34
SECTION 7.8             Preferred Securities in Treasury.........................................................34
SECTION 7.9             Temporary Securities.....................................................................34
SECTION 7.10            Exchange.................................................................................35
SECTION 7.11            Cancellation.............................................................................36
SECTION 7.12            CUSIP Numbers............................................................................36

                                                   ARTICLE VIII
                                               DISSOLUTION OF TRUST

SECTION 8.1             Dissolution of Trust.....................................................................37

                                                    ARTICLE IX
                                               TRANSFER OF INTERESTS

SECTION 9.1             Transfer of Securities...................................................................38
SECTION 9.2             Transfer Procedures and Restrictions.....................................................38
SECTION 9.3             Deemed Security Holders..................................................................40
SECTION 9.4             Book Entry Interests.....................................................................40
SECTION 9.5             Notices to Clearing Agency...............................................................41
SECTION 9.6             Appointment of Successor Clearing Agency.................................................41
</TABLE>

                                      -ii-

<PAGE>

<TABLE>
<CAPTION>
                                                     ARTICLE X
                                            LIMITATION OF LIABILITY OF
                                     HOLDERS OF SECURITIES, TRUSTEES OR OTHERS
<S>                     <C>                                                                                     <C>
SECTION 10.1            Liability................................................................................41
SECTION 10.2            Exculpation..............................................................................41
SECTION 10.3            Fiduciary Duty...........................................................................42
SECTION 10.4            Indemnification..........................................................................43
SECTION 10.5            Outside Businesses.......................................................................45
SECTION 10.6            Compensation; Fees.......................................................................45

                                                    ARTICLE XI
                                                    ACCOUNTING

SECTION 11.1            Fiscal Year..............................................................................46
SECTION 11.2            Certain Accounting Matters...............................................................46
SECTION 11.3            Banking..................................................................................47
SECTION 11.4            Withholding..............................................................................47

                                                    ARTICLE XII
                                              AMENDMENTS AND MEETINGS

SECTION 12.1            Amendments...............................................................................47
SECTION 12.2            Meetings of the Holders; Action by Written Consent.......................................48

                                                   ARTICLE XIII
                                        REPRESENTATIONS OF PROPERTY TRUSTEE
                                               AND DELAWARE TRUSTEE

SECTION 13.1            Representations and Warranties of Property Trustee.......................................50
SECTION 13.2            Representations and Warranties of Delaware Trustee.......................................50

                                                    ARTICLE XIV
                                                   MISCELLANEOUS

SECTION 14.1            Notices..................................................................................51
SECTION 14.2            GOVERNING LAW............................................................................52
SECTION 14.3            Intention of the Parties.................................................................53
SECTION 14.4            Headings.................................................................................53
SECTION 14.5            Successors and Assigns...................................................................53
SECTION 14.6            Partial Enforceability...................................................................53
SECTION 14.7            Counterparts.............................................................................53
SECTION 14.8            No Recourse..............................................................................54
</TABLE>
                                     -iii-

<PAGE>

<TABLE>
<CAPTION>
                                          SECTION OF
                                 TRUST INDENTURE ACT OF 1939,                                   SECTION OF
                                          AS AMENDED                                             INDENTURE
<S>                                                                                             <C>
310(a) ........................................................................................ 5.3
310(b) ........................................................................................ 5.3(c), 5.3(d)
311(a) ........................................................................................ 2.2(b)
311(b) ........................................................................................ 2.2(b)
312(a) ........................................................................................ 2.2(a)
312(b) ........................................................................................ 2.2(b)
313 ........................................................................................... 2.3
314(a) ........................................................................................ 2.4; 3.6(j)
314(c) ........................................................................................ 2.5
315(a) ........................................................................................ 3.9
315(b) ........................................................................................ 2.7(a)
315(c) ........................................................................................ 3.9(a)
315(d) ........................................................................................ 3.9(b)
316(a) ........................................................................................ 2.6
316(c) ........................................................................................ 3.6(e)
317(a) ........................................................................................ 3.8(e); 3.8(h)
317(b) ........................................................................................ 3.8(i); 7.5
</TABLE>

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

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

<PAGE>

                          FORM OF AMENDED AND RESTATED

                              DECLARATION OF TRUST

                                       OF

                           HALLIBURTON CAPITAL TRUST I

     AMENDED AND RESTATED DECLARATION OF TRUST (this "Declaration") is dated and
effective as of _______, ___, and is made by Chase Manhattan Bank USA, National
Association, (the "Delaware Trustee"), JPMorgan Chase Bank, a New York banking
corporation (the "Property Trustee"), Halliburton Company, a Delaware
corporation (the "Sponsor"), and the Administrative Trustees (as hereinafter
defined) for the benefit of the holders, from time to time, of undivided
beneficial interests in the assets of the Trust to be issued pursuant to this
Declaration;

                                    RECITALS

     The Sponsor and certain of the Trustees established the Halliburton Capital
Trust I (the "Trust") as a trust under the Delaware Business Trust Act pursuant
to a Declaration of Trust dated as of November 29, 2001 (the "Original
Declaration") and a Certificate of Trust filed with the Secretary of State of
the State of Delaware on November 29, 2001 for the sole purpose of issuing and
selling certain securities representing undivided beneficial interests in the
assets of the Trust and investing the proceeds thereof in certain Debentures of
the Debenture Issuer (each as hereinafter defined), and engaging in only those
other activities necessary, advisable or incidental thereto.

     The parties hereto, by this Declaration, amend and restate each and every
term and provision of the Original Declaration.

     NOW, THEREFORE, it being the intention of the parties hereto to continue
the Trust as a statutory business trust under the Business Trust Act and that
this Declaration shall constitute the governing instrument of such business
trust, the Trustees declare that all assets contributed to the Trust will be
held in trust for the benefit of the holders, from time to time, of the
securities representing undivided beneficial interests in the assets of the
Trust issued hereunder, subject to the provisions of this Declaration, and the
parties hereto hereby amend and restate each and every term and provision of the
Original Declaration of Trust as follows:

                                   ARTICLE I
                         DEFINITIONS AND INTERPRETATION

SECTION 1.1     Definitions.

     Unless the context otherwise requires:

     (a) capitalized terms used in this Declaration but not defined in the
preamble above have the respective meanings assigned to them in this Section 1.1
and in Annex I hereto;

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


                                       -1-

<PAGE>

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

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

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

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

     (g) including means "including without limitation."

     "Administrative Trustee" shall have the meaning set forth in Section
5.1(b).

     "Affiliate" shall have the meaning ascribed to that term in Rule 405 under
the Securities Act or any successor rule thereunder.

     "Agent" means any Paying Agent, Registrar [or Conversion Agent].

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

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

     "Business Day" means any day other than a Saturday or a Sunday or a day on
which banking institutions in New York, New York or Dallas, Texas are authorized
or required by law or executive order to close.

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

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

     "Clearing Agency Participant" means a broker, dealer, bank, other financial
institution or other Person for whom from time to time the Clearing Agency
effects book entry ownership and transfers of ownership of securities deposited
with the Clearing Agency.

     "Closing Date" means the ["Time of Delivery"], as such term is defined in
the Underwriting Agreement.


                                       -2-

<PAGE>

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

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

     "Common Securities" shall have the meaning specified in Section 7.1(a).

     "Common Securities Guarantee" means the guarantee agreement dated as of
__________, _____ of the Sponsor in respect of the Common Securities.

     "Common Securities Subscription Agreement" means the subscription agreement
dated as of _____, ___ of the Sponsor in respect of the Common Securities.

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

     ["Conversion Agent" shall have the meaning set forth in Section 7.4.]

     "Corporate Trust Office" means the office of the Property Trustee at which
the corporate trust business of the Property Trustee shall, at any particular
time, be principally administered, which office at the date of execution of this
Declaration is located at 600 Travis Street, 11th Floor, Houston, Texas 77002.

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

     "Debenture Issuer" means Halliburton Company, a Delaware corporation, or
any successor entity resulting from any consolidation, amalgamation, merger or
other business combination, in its capacity as issuer of the Debentures under
the Indenture.

     "Debenture Subscription Agreement" means the subscription agreement in
respect of the Debentures between the Debenture Issuer and the Trust dated as of
_______, __.

     "Debenture Trustee" means JPMorgan Chase Bank, a New York banking
corporation, as trustee under the Indenture until a successor is appointed
thereunder, and thereafter means such successor trustee.

     "Debentures" means, collectively, the [ ____% [Junior] Subordinated
Debentures due _____] issued pursuant to the Indenture.


                                       -3-

<PAGE>

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

     "Definitive Preferred Securities" shall have the meaning set forth in
Section 7.3(c).

     "Delaware Trustee" shall have the meaning set forth in Section 5.2.

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

     "Distribution" means a distribution payable to Holders in accordance with
Section 6.1.

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

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

     "Event of Dissolution" shall have the meaning set forth in subsection (a)
of Section 8.1.

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

     "Fiduciary Indemnified Person" shall have the meaning set forth in Section
10.4(b).

     "Fiscal Year" shall have the meaning set forth in Section 11.1.

     "Global Preferred Security" shall have the meaning set forth in Section
7.3(a).

     "Gross Proceeds" means the gross proceeds received by the Trust from the
offering, sale and delivery of the Preferred Securities and the Common
Securities before deducting any applicable underwriting discounts and
commissions and any offering expenses.

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

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

     "Indenture" means [the Subordinated Indenture dated as of January 2, 1991
between the Debenture Issuer and Texas Commerce Bank National Association (now
JPMorgan Chase Bank), as trustee, as supplemented and amended by the First
Supplemental Indenture dated as of December 12, 1996 among the Sponsor, the
predecessor to the Sponsor and Texas Commerce Bank National Association and the
Second Supplemental Indenture dated as of __________, 200_, between the
Debenture Issuer and JPMorgan Chase Bank] [the Junior Subordinated Indenture
dated as of November 29, 2001 between the Debenture Issuer and JPMorgan Chase
Bank, as trustee as supplemented by the First Supplemental Indenture dated as of
__________, 200_, between the Debenture Issuer and JPMorgan Chase Bank] and as
hereafter amended from time to time.

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

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


                                       -4-

<PAGE>

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

     "List of Holders" shall have the meaning set forth in Section 2.2(a).

     "Majority in liquidation amount" means, with respect to the Trust
Securities, except as provided in the terms of the Preferred Securities or by
the Trust Indenture Act, Holder(s) of outstanding Trust Securities voting
together as a single class or, as the context may require, Holders of
outstanding Preferred Securities or Holders of outstanding Common Securities
voting separately as a class owning of record more than 50% of the aggregate
liquidation amount of all outstanding Trust Securities of the relevant class.

     "Officers' Certificate" means, with respect to any Person, a certificate
signed by any of the Chairman of the Board, a Vice Chairman of the Board, the
Chief Executive Officer, the President or a Vice President and the Treasurer, an
Assistant Treasurer, the Secretary or an Assistant Secretary of such Person. Any
Officers' Certificate delivered by the Trust shall be signed by at least one
Administrative Trustee. Any Officers' Certificate delivered with respect to
compliance with a condition or covenant provided for in this Declaration shall
include: (a) a statement that each officer signing the Officers' Certificate has
read the covenant or condition and the definitions relating thereto; (b) a brief
statement of the nature and scope of the examination or investigation undertaken
by each officer in rendering the Officers' Certificate; (c) a statement that
each such officer has made such examination or investigation as, in such
officer's opinion, is necessary to enable such officer to express an informed
opinion as to whether or not such covenant or condition has been complied with
and (d) a statement as to whether, in the opinion of each such officer, such
condition or covenant has been complied with.

     "Opinion of Counsel" means a written opinion of counsel, who may be an
employee of the Sponsor, and who shall be reasonably acceptable to the Property
Trustee.

     ["Option Closing Time" means any settlement date with respect to an
over-allotment option to purchase additional Preferred Securities granted to the
underwriters in the Underwriting Agreement.]

     "Original Declaration" shall have the meaning specified in the first
recital hereof.

     "Participants" shall have the meaning specified in Section 7.3(b).

     "Paying Agent" shall have the meaning specified in Section 7.4.

     "Payment Amount" shall have the meaning specified in Section 6.1.

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

     "Preferred Securities" shall have the meaning specified in Section 7.1(a).


                                       -5-

<PAGE>

     "Preferred Securities Guarantee" means the guarantee agreement in respect
of Preferred Securities between the Sponsor and the Preferred Securities
Guarantee Trustee (as defined therein) dated as of ______, ___.

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

     "Property Trustee" shall have the meaning set forth in Section 5.3(a).

     "Property Trustee Account" shall have the meaning set forth in Section
3.8(c)(i).

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

     "Registrar" shall have the meaning set forth in Section 7.4.

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

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

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

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

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

     "Special Event" has the meaning set forth in [Section 4(b)] of Annex I
hereto.

     "Sponsor" means Halliburton Company, a Delaware corporation, or any
successor entity resulting from any merger, conversion, consolidation,
amalgamation or other business combination, in its capacity as depositor of the
Trust.

     "Sponsor Affiliated Holder" shall have the meaning set forth in Section
7.10.

     "Successor Delaware Trustee" shall have the meaning specified in Section
5.7(a).

     "Successor Entity" shall have the meaning set forth in Section 3.15(b)(i).

     "Successor Property Trustee" shall have the meaning set forth in Section
3.8(f).


                                       -6-

<PAGE>

     "Successor Securities" shall have the meaning specified in Section
3.15(b)(i).

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

     "10% in liquidation amount" means, with respect to the Trust Securities,
except as provided in the terms of the Preferred Securities or by the Trust
Indenture Act, Holder(s) of outstanding Trust Securities voting together as a
single class or, as the context may require, Holders of outstanding Preferred
Securities or Holders of outstanding Common Securities voting separately as a
class owning of record 10% or more of the aggregate liquidation amount of all
outstanding Securities of the relevant class.

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

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

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

     "Underwriting Agreement" means the Underwriting Agreement dated _______
among the Sponsor, the Trust, and ___________, as representatives of the several
underwriters named therein relating to the initial offering and sale of the
Preferred Securities.

                                   ARTICLE II
                               TRUST INDENTURE ACT

SECTION 2.1     Trust Indenture Act; Application.
                --------------------------------

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

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

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

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


                                       -7-

<PAGE>

SECTION 2.2     Lists of Holders of Securities.
                ------------------------------

     (a) Each of the Sponsor and the Administrative Trustees on behalf of the
Trust shall provide the Property Trustee, unless the Property Trustee is
Registrar for the Securities, (i) within 14 days after each record date for
payment of Distributions, a list, in such form as the Property Trustee may
reasonably require, of the names and addresses of the Holders ("List of
Holders") as of such record date, provided, however, that neither the Sponsor
nor the Administrative Trustees on behalf of the Trust shall be obligated to
provide such List of Holders at any time that the List of Holders does not
differ from the most recent List of Holders given to the Property Trustee by the
Sponsor and the Administrative Trustees on behalf of the Trust, and (ii) at any
other time, within 30 days of receipt by the Trust of a written request for a
List of Holders as of a date no more than 14 days before such List of Holders is
given to the Property Trustee. The Property Trustee shall preserve, in as
current a form as is reasonably practicable, all information contained in the
latest List of Holders provided to it or that it receives in the capacity as
Paying Agent (if acting in such capacity). The Property Trustee may destroy any
List of Holders previously provided to it on receipt of a new List of Holders.

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

SECTION 2.3     Reports by the Property Trustee.
                -------------------------------

     Within 60 days after _______ of each year, commencing _______, ___, the
Property Trustee shall provide to the Holders of the Preferred Securities such
reports as are required by ss. 313 of the Trust Indenture Act, if any, in the
form and in the manner provided by ss. 313 of the Trust Indenture Act. The
Property Trustee shall also comply with the requirements of ss. 313(d) of the
Trust Indenture Act.

SECTION 2.4     Periodic Reports to Property Trustee.
                ------------------------------------

     Each of the Sponsor and the Administrative Trustees on behalf of the Trust
shall provide to the Property Trustee such documents, reports and information as
are required by ss. 314 (if any) of the Trust Indenture Act and the compliance
certificate required by ss. 314 of the Trust Indenture Act in the form, in the
manner and at the times required by ss. 314(a)(4) of the Trust Indenture Act.

SECTION 2.5     Evidence of Compliance with Conditions Precedent.
                ------------------------------------------------

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

SECTION 2.6     Events of Default; Waiver.
                -------------------------

     (a) The Holders of a Majority in liquidation amount of Preferred Securities
may, by vote, on behalf of the Holders of all of the Preferred Securities, waive
any past Event of Default


                                       -8-

<PAGE>

in respect of the Preferred Securities and its consequences, provided, however,
that, if the underlying Event of Default under the Indenture:

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

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

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

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

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

          (ii) requires the consent or vote of a Super Majority to be waived,
except where the Holders of the Common Securities are deemed to have waived such
Event of Default under the Declaration as provided below in this Section 2.6(b),
the Event of Default under the Declaration may only be waived by the vote of the
Holders of at least the proportion in aggregate liquidation amount of the Common
Securities that the relevant Super Majority represents of the aggregate
principal amount of the Debentures outstanding; provided, further, that the
Holders of Common Securities will be deemed to have waived any such default and
all Events of Default with respect to the Common Securities and their
consequences until all Events of Default with respect to the Preferred
Securities have been cured, waived or otherwise eliminated, and, until such
Events of Default have been so cured, waived or otherwise eliminated, the
Property Trustee will be deemed to be acting solely on behalf of the Holders of
the Preferred Securities and only


                                       -9-

<PAGE>

the Holders of the Preferred Securities will have the right to direct the
Property Trustee in accordance with the terms of the Securities.

     The foregoing provisions of this Section 2.6(b) shall be in lieu of ss.ss.
316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act and such ss.ss.
316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act are hereby expressly
excluded from this Declaration and the Securities, as permitted by the Trust
Indenture Act. Subject to the foregoing provisions of this Section 2.6(b), upon
such waiver, any such default shall cease to exist and any Event of Default with
respect to the Common Securities arising therefrom shall be deemed to have been
cured for every purpose of this Declaration, but no such waiver shall extend to
any subsequent or other default or Event of Default with respect to the Common
Securities or impair any right consequent thereon.

     (c) A waiver of an Event of Default under the Indenture by the Property
Trustee, at the direction of the Holders of the Preferred Securities,
constitutes a waiver of the corresponding Event of Default under this
Declaration. The foregoing provisions of this Section 2.6(c) shall be in lieu of
ss. 316(a)(1)(B) of the Trust Indenture Act and such ss. 316(a)(1)(B) of the
Trust Indenture Act is hereby expressly excluded from this Declaration and the
Securities, as permitted by the Trust Indenture Act.

SECTION 2.7     Event of Default; Notice.
                ------------------------

     (a) The Property Trustee shall, within 90 days after the occurrence of a
Default actually known to a Responsible Officer, transmit by mail, first class
postage prepaid, to the Holders notices of all such Defaults with respect to the
Securities, unless such Defaults have been cured before the giving of such
notice; provided, however, that, except for a Default in the payment of
principal of (or premium, if any) or interest (including Compounded Interest and
Additional Sums, as such terms are defined in the Indenture, if any) on any of
the Debentures, the Property Trustee shall be protected in withholding such
notice if and so long as a Responsible Officer in good faith determines that the
withholding of such notice is in the interests of the Holders.

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

          (i) a default under [Sections 5.1(a) or (b) of the Indenture]; or

          (ii) any Default as to which the Property Trustee shall have received
written notice specifying such Default and stating that such notice is a "Notice
of Default" or of which a Responsible Officer charged with the administration of
the Declaration shall have actual knowledge.

                                  ARTICLE III
                                  ORGANIZATION

SECTION 3.1     Name.
                ----

     The Trust is named "Halliburton Capital Trust I" as such name may be
modified from time to time by the Administrative Trustees following written
notice to the Delaware Trustee, the


                                       -10-

<PAGE>

Property Trustee and the Holders. The Trust's activities may be conducted under
the name of the Trust or any other name deemed advisable by the Administrative
Trustees.

SECTION 3.2     Office.
                ------

     The address of the principal office of the Trust is c/o Halliburton
Company, 3600 Lincoln Plaza, 500 North Akard Street, Dallas, Texas 75201-3391.
On ten Business Days prior written notice to the Delaware Trustee, the Property
Trustee and the Holders of Securities, the Administrative Trustees may designate
another principal office.

SECTION 3.3     Purpose.
                -------

     The exclusive purposes and functions of the Trust are (a) to issue and sell
Securities, (b) use the proceeds from the sale of the Securities to acquire the
Debentures and, (c) except as otherwise limited herein, to engage in only those
other activities necessary, advisable or incidental thereto.

SECTION 3.4     Authority.
                ---------

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

SECTION 3.5     Title to Property of the Trust.
                ------------------------------

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

SECTION 3.6     Powers and Duties of the Administrative Trustees.
                ------------------------------------------------

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

     (a) to execute, deliver, issue and sell the Securities in accordance with
this Declaration; provided, however, that except as contemplated in Section
7.1(a),

          (i) the Trust may issue no more than one series of Preferred
Securities and no more than one series of Common Securities,

          (ii) there shall be no interests in the Trust other than the
Securities, and


                                       -11-

<PAGE>

          (iii) the issuance of Securities shall be limited to a simultaneous
issuance of both Preferred Securities and Common Securities at the Closing Date
[and, if applicable, at any Option Closing Time];

     (b) in connection with the issue and sale of the Preferred Securities, at
the direction of the Sponsor:

          (i) to file with the Commission under the Securities Act a
registration statement prepared by the Sponsor on the appropriate form with
respect to the offering, sale and delivery of the Preferred Securities,
including any amendments thereto and including any supplements or amendments to
the form of prospectus included therein, as permitted by the rules and
regulations of the Commission;

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

          (iii) at the direction of the Sponsor, to execute and file an
application, prepared by the Sponsor, to the New York Stock Exchange or any
other national stock exchange or the Nasdaq National Market for listing or
quotation of the Preferred Securities;

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

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

          (vi) to cause the Trust to enter into such agreements and arrangements
as may be necessary or desirable in connection with the sale of Preferred
Securities to the underwriters thereof and the consummation thereof, and to take
all action as may be necessary or desirable in connection with the consummation
thereof;

     (c) to acquire the Debentures with the proceeds of the sale of the
Preferred Securities and the Common Securities; provided, however, that the
Administrative Trustees shall cause legal title to the Debentures to be held of
record in the name of the Property Trustee or its nominee for the benefit of the
Trust and the Holders;

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

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


                                       -12-

<PAGE>

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

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

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

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

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

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

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

     (m) to give prompt written notice to the Property Trustee and to Holders of
any notice received from the Debenture Issuer of its election to defer payments
of interest on the Debentures under the applicable provisions of the Indenture;

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

     (o) to take any action, not inconsistent with this Declaration or with
applicable law, that the Administrative Trustees determine in their discretion
to be necessary or desirable in carrying out the activities of the Trust as set
out in this Section 3.6, including:

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

          (ii) causing the Trust not to be classified for United States federal
income tax purposes as an association taxable as a corporation; and

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


                                       -13-

<PAGE>

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

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

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

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

     The Administrative Trustees shall take all actions on behalf of the Trust
that are not specifically required by this Declaration to be taken by any other
Trustee.

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

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

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

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

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

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

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

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

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

          (vii) other than as provided in this Declaration or Annex I, (A)
direct the time, method and place of conducting any proceeding with respect to
any remedy available to the Debenture Trustee or exercise any trust or power
conferred upon the Debenture Trustee with


                                       -14-

<PAGE>

respect to the Debentures, (B) waive any past default that is waivable under the
Indenture, (C) exercise any right to rescind or annul any declaration that the
principal of all the Debentures shall be due and payable, or (D) consent to any
amendment, modification or termination of the Indenture or the Debentures where
such consent shall be required, unless in the case of any of (A), (B), (C), or
(D), the Trust shall have received an opinion of independent tax counsel
experienced in such matters to the effect that such amendment, modification or
termination will not cause more than an insubstantial risk that for United
States federal income tax purposes the Trust will not be classified as a grantor
trust;

          (viii) take any action that would result in the placement of a pledge
or mortgage on any of the Trust property; or

          (ix) vary the investment (within the meaning of Treasury Regulation
Section 301.7701-4(c)) of the Trust or of the Holders of Securities.

SECTION 3.8     Powers and Duties of the Property Trustee.
                -----------------------------------------

     (a) The legal title to the Debentures shall be owned by and held of record
in the name of the Property Trustee in trust for the benefit of the Trust and
the Holders. The right, title and interest of the Property Trustee to the
Debentures shall vest automatically in each Person who may hereafter be
appointed as Property Trustee in accordance with Section 5.7. Such vesting and
cessation of title shall be effective whether or not conveyancing documents with
regard to the Debentures have been executed and delivered.

     (b) The Property Trustee shall not transfer its right, title and interest
in the Debentures to the Administrative Trustees or to the Delaware Trustee (if
the Property Trustee does not also act as Delaware Trustee).

     (c) The Property Trustee shall:

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

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

          (iii) upon written notice of distribution issued by the Administrative
Trustees in accordance with the terms of the Securities, engage in such
ministerial activities as


                                       -15-

<PAGE>

shall be necessary or appropriate to effect the distribution of the Debentures
to Holders upon the occurrence of certain events.

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

     (e) Subject to Section 3.9(a), the Property Trustee shall take any Legal
Action that arises out of or in connection with an Event of Default of which a
Responsible Officer of the Property Trustee has actual knowledge or the Property
Trustee's duties and obligations under this Declaration or the Trust Indenture
Act; provided, however, that, if an Event of Default has occurred and is
continuing and such event is attributable to the failure of the Debenture Issuer
to pay the principal of or premium, if any, or interest on the Debentures on the
date such principal, premium, if any, or interest is otherwise payable (or in
the case of redemption, on the redemption date), then a Holder of Preferred
Securities may directly institute a proceeding against the Debenture Issuer for
enforcement of payment to such Holder of the principal of or premium, if any, or
interest on the Debentures having a principal amount equal to the aggregate
Liquidation Amount of the Preferred Securities of such Holder (a "Direct
Action") on or after the respective due date specified in the Debentures.
Notwithstanding any payments made to such Holder by the Debenture Issuer in
connection with such Direct Action, the Debenture Issuer shall remain obligated
to pay the principal of, premium, if any, or interest on such Debentures, and
the Debenture Issuer shall be subrogated to the rights of such Holder of
Preferred Securities to the extent of any payment made by the Debenture Issuer
to such Holder of Preferred Securities in such Direct Action. Except as provided
in the preceding sentences, the Holders of Preferred Securities shall not be
entitled to exercise directly any other remedy available to the Holders of the
Debentures.

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

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

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

     (g) Subject to the provisions of subsection (b) of Section 6 of Annex I to
this Declaration, the Property Trustee shall have the legal power to exercise
all of the rights, powers and privileges of a holder of Debentures under the
Indenture and, if an Event of Default actually known to a Responsible Officer
occurs and is continuing, the Property Trustee shall, for the benefit of
Holders, enforce its rights as holder of the Debentures subject to the rights of
the Holders pursuant to the terms of such Securities.

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

     (i) For such time as the Property Trustee is the Paying Agent, the Property
Trustee may authorize one or more Persons to act as additional Paying Agents and
to pay Distributions, redemption payments or liquidation payments on behalf of
the Trust with respect to all Securities and any such Paying Agent shall comply
with ss. 317(b) of the Trust Indenture Act. Any such additional Paying Agent may
be removed by the Property Trustee at any time the Property Trustee remains as
Paying Agent and a successor Paying Agent or additional Paying Agents may


                                       -16-

<PAGE>

be (but are not required to be) appointed at any time by the Property Trustee
while the Property Trustee is so acting as Paying Agent.

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

     Notwithstanding anything expressed or implied to the contrary in this
Declaration or any Annex or Exhibit hereto, (i) the Property Trustee must
exercise the powers set forth in this Section 3.8 in a manner that is consistent
with the purposes and functions of the Trust set out in Section 3.3, and (ii)
the Property Trustee shall not take any action that is inconsistent with the
purposes and functions of the Trust set out in Section 3.3.

SECTION 3.9     Certain Duties and Responsibilities of the Property Trustee.
                -----------------------------------------------------------

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

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

          (i) prior to the occurrence of an Event of Default and after the
curing or waiving of all Events of Default that may have occurred: (A) the
duties and obligations of the Property Trustee shall be determined solely by the
express provisions of this Declaration and the Securities and the Property
Trustee shall not be liable except for the performance of such duties and
obligations as are specifically set forth in this Declaration and the
Securities, and no implied covenants or obligations shall be read into this
Declaration or the Securities against the Property Trustee; and (B) in the
absence of bad faith on the part of the Property Trustee, the Property Trustee
may conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon any certificates or opinions furnished to
the Property Trustee and conforming to the requirements of this Declaration;
provided, however, that, in the case of any such certificates or opinions that
by any provision hereof are specifically required to be furnished to the
Property Trustee, the Property Trustee shall be under a duty to examine the same
to determine whether or not they conform to the requirements of this
Declaration;

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

          (iii) the Property Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders of not


                                       -17-

<PAGE>

less than a Majority in liquidation amount of the Preferred Securities relating
to the time, method and place of conducting any proceeding for any remedy
available to the Property Trustee, or exercising any trust or power conferred
upon the Property Trustee under this Declaration;

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

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

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

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

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

SECTION 3.10    Certain Rights of Property Trustee.
                ----------------------------------

     (a) Subject to the provisions of Section 3.9:

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

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

          (iii) whenever in the administration of this Declaration, the Property
Trustee shall deem it desirable that a matter be proved or established before
taking, suffering or omitting any action hereunder, the Property Trustee (unless
other evidence is herein specifically


                                       -18-

<PAGE>

prescribed) may, in the absence of bad faith on its part, request and
conclusively rely upon an Officers' Certificate which, upon receipt of such
request, shall be promptly delivered by the Sponsor or the Administrative
Trustees;

          (iv) the Property Trustee shall have no duty to see to any recording,
filing or registration of any instrument (including any financing or
continuation statement or any filing under tax or securities laws) or any
rerecording, refiling or reregistration thereof except for those required as a
result of any change in the name, address or identity of the Property Trustee;

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

          (vi) the Property Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Declaration at the request or
direction of any Holder, unless such Holder shall have provided to the Property
Trustee security and indemnity, reasonably satisfactory to the Property Trustee,
against the costs, expenses (including reasonable attorneys' fees and expenses
and the expenses of the Property Trustee's agents, nominees or custodians) and
liabilities that might be incurred by it in complying with such request or
direction, including such reasonable advances as may be requested by the
Property Trustee;

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

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

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

          (x) whenever in the administration of this Declaration the Property
Trustee shall deem it desirable to receive instructions with respect to
enforcing any remedy or


                                       -19-

<PAGE>

right or taking any other action hereunder, the Property Trustee (i) may request
instructions from the Holders which instructions may only be given by the
Holders of the same proportion in liquidation amount of the Securities as would
be entitled to direct the Property Trustee under the terms of the Securities in
respect of such remedy, right or action, (ii) may refrain from enforcing such
remedy or right or taking such other action until such instructions are
received, and (iii) shall be protected in conclusively relying on or acting in
accordance with such instructions;

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

          (xii) the Property Trustee shall not be liable for any action taken,
suffered, or omitted to be taken by it in good faith, without negligence, and
reasonably believed by it to be authorized or within the discretion or rights or
powers conferred upon it by this Declaration.

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

SECTION 3.11    Delaware Trustee.
                ----------------

     Notwithstanding any other provision of this Declaration other than Section
5.2, the Delaware Trustee shall not be entitled to exercise any powers, nor
shall the Delaware Trustee have any of the duties and responsibilities of the
Trustees (except as required under the Business Trust Act) described in this
Declaration. Except as set forth in Section 5.2, the Delaware Trustee shall be a
Trustee for the sole and limited purpose of fulfilling the requirements of
ss.3807 of the Business Trust Act. No implied covenants or obligations shall be
read into this Declaration against the Delaware Trustee.

SECTION 3.12    Execution of Documents.
                ----------------------

     Except as otherwise required by the Business Trust Act or this Declaration,
any Administrative Trustee or, if there is only one, such Administrative Trustee
is authorized to execute on behalf of the Trust any documents that the
Administrative Trustees have the power and authority to execute pursuant to
Section 3.6; provided, however, that any Registration Statement referred to in
Section 3.6(b)(i), including any amendments thereto, shall be signed by all of
the Administrative Trustees.

SECTION 3.13    Not Responsible for Recitals or Issuance of Securities.
                ------------------------------------------------------

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


                                       -20-

<PAGE>

SECTION 3.14    Duration of Trust.
                -----------------

     The Trust, unless dissolved pursuant to the provisions of Article VIII
hereof, shall dissolve on _______, ___.

SECTION 3.15    Mergers.
                -------

     (a) The Trust may not merge with or into, convert into, consolidate,
amalgamate, or be replaced by, or convey, transfer or lease its properties and
assets substantially as an entirety to any Person, except as described in
Section 3.15(b) and (c) of this Declaration and Section 3 of Annex I.

     (b) The Trust may, at the request of the Sponsor, with the consent of the
Administrative Trustees or, if there are more than two, a majority of the
Administrative Trustees and without the consent of the Holders, the Delaware
Trustee or the Property Trustee, merge with or into, convert into, consolidate,
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 (the "Successor Entity") either: (A)
expressly assumes all of the obligations of the Trust under the Securities and
this Declaration; or (B) substitutes for the Securities other securities having
substantially the same terms as the Securities (the "Successor Securities") so
long as the Successor Securities rank the same as the Securities rank with
respect to Distributions and payments upon liquidation, redemption and
otherwise;

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

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

          (iv) if the Preferred Securities (including any Successor Securities)
are rated by any nationally recognized statistical rating organization prior to
such transaction, such merger, conversion, consolidation, amalgamation,
replacement, conveyance, transfer or lease will not cause the Preferred
Securities (including any Successor Securities), or if the Debentures are so
rated, the Debentures, to be downgraded by any nationally recognized statistical
rating organization;

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

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


                                       -21-

<PAGE>

          (vii) prior to such merger, conversion, consolidation, amalgamation,
replacement, conveyance, transfer or lease, the Sponsor shall have received an
opinion of an independent counsel to the Trust experienced in such matters to
the effect that: (A) such merger, conversion, consolidation, amalgamation,
replacement, conveyance, transfer or lease does not adversely affect the rights,
preferences and privileges of the Holders (including the holders of any
Successor Securities) in any material respect (other than with respect to any
dilution of the Holders' interests in the new entity); (B) following such
merger, conversion, consolidation, amalgamation, replacement, conveyance,
transfer or lease, neither the Trust nor the Successor Entity will be required
to register as an Investment Company; and (C) following such merger, conversion,
consolidation, amalgamation, replacement, conveyance, transfer or lease, the
Trust (or the Successor Entity) will continue to be classified as a grantor
trust for United States federal income tax purposes; 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 Preferred Securities Guarantee and the Common Securities
Guarantee.

     (c) Notwithstanding Section 3.15(b), the Trust shall not, except with the
consent of Holders of 100% in liquidation amount of the Securities, consolidate,
amalgamate, merge with or into, convert into, be replaced by, or convey,
transfer or lease its properties and assets as an entirety or substantially as
an entirety to any other Person or permit any other Person to consolidate,
convert into, 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 not to be
classified as a grantor trust for United States federal income tax purposes or
would cause the Holders of the Securities not to be treated as owning an
undivided interest in the Debentures.

                                   ARTICLE IV
                                     SPONSOR

SECTION 4.1     Sponsor's Purchase of Common Securities.
                ---------------------------------------

     At the Closing Date [and any Option Closing Time, if applicable], the
Sponsor will purchase all of the Common Securities then issued by the Trust, in
an amount equal to at least 3% of the total capital of the Trust, at the same
time as the Preferred Securities are issued and sold.

SECTION 4.2     Responsibilities of the Sponsor.
                -------------------------------

     In connection with the issue and sale of the Preferred Securities, the
Sponsor shall have the exclusive right and responsibility to engage in the
following activities:

     (a) if deemed necessary by the Sponsor and not performed by the Sponsor
prior to the date of this Declaration pursuant to the Original Declaration, to
prepare for filing by the Trust with the Commission any Registration Statement
(including a Prospectus contained therein and any Prospectus Supplement relating
thereto) relating to the offering, sale and delivery of the Preferred
Securities, including any amendments thereto, as contemplated by Section
3.6(b)(i);


                                       -22-

<PAGE>

     (b) if deemed necessary by the Sponsor and not performed by the Sponsor
prior to the date of this Declaration pursuant to the Original Declaration, to
determine the States in which to take appropriate action to qualify or register
for sale all or part of the Preferred Securities, to advise the Trust of such
determinations, to do any and all such acts, other than actions that must be
taken by the Trust, necessary to effect such qualification or registration, to
advise the Trust of the actions it must take necessary to effect such
qualification or registration and to prepare for execution and filing such
documents and instruments to be executed and filed by the Trust as the Sponsor
deems necessary or advisable in order to comply with the applicable laws of any
such States with respect to such qualification or registration;

     (c) if deemed necessary or desirable by the Sponsor, to prepare for filing
by the Trust an application to permit the Preferred Securities to trade or be
quoted or listed in or on any national securities exchange, quotation system or
the Nasdaq Stock Market's National Market;

     (d) if deemed necessary or desirable by the Sponsor, to prepare for
execution and filing by the Trust with the Commission a registration statement
on the appropriate Form, including any amendments thereto, relating to the
registration of the Preferred Securities under Section 12(b) or 12(g) of the
Exchange Act;

     (e) if deemed necessary by the Sponsor and not performed by the Sponsor
prior to the date of this Declaration pursuant to the Original Declaration, to
negotiate the terms of an Underwriting Agreement providing for the registration,
offering and sale of the Preferred Securities; and

     (f) if deemed necessary by the Sponsor and not performed by the Sponsor
prior to the date of this Declaration pursuant to the Original Declaration, to
negotiate the terms of the Debenture Subscription Agreement and the Common
Securities Subscription Agreement.

SECTION 4.3     Right to Proceed.
                ----------------

     The Sponsor acknowledges the rights of the Holders of Preferred Securities
(as set forth in Section 3.8(e) of this Declaration and Sections 6(b) and 7(c)
of Annex I), if a failure of the Trust to pay Distributions on the Preferred
Securities is attributable to the failure of the Debenture Issuer to pay
interest or principal on the Debentures, to institute a proceeding directly
against the Debenture Issuer for enforcement of its payment obligations on the
Debentures.

                                   ARTICLE V
                                    TRUSTEES

SECTION 5.1     Number of Trustees: Appointment of Co-Trustee.
                ---------------------------------------------

     The number of Trustees initially shall be [four (4)], and:

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

     (b) after the issuance of any Securities, the number of Trustees may be
increased or decreased by vote of the Holders of a Majority in Liquidation
Amount of the Common Securities


                                       -23-

<PAGE>

voting as a class at a meeting of the Holders of the Common Securities;
provided, however, that, the number of Trustees shall in no event be less than
two (2); provided further, that:

          (i) one Trustee shall satisfy the requirements of the Delaware Trustee
pursuant to Section 5.2;

          (ii) there shall be at least one Trustee who is an officer of the
Sponsor (an "Administrative Trustee"); and

          (iii) one Trustee shall be the Property Trustee for so long as this
Declaration is required to qualify as an indenture under the Trust Indenture
Act, and such Trustee may also serve as Delaware Trustee if it meets the
applicable requirements.

Notwithstanding the above provisions of this subsection, 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's property may at the time be
located, the Holders of a Majority in Liquidation Amount of the Common
Securities acting as a class at a meeting of the Holders of the Common
Securities, and the Administrative Trustees shall, together, have the power to
appoint one or more Persons either to act as a co-trustee, jointly with the
Property Trustee, of all or any part of the Trust's property or to act as
separate trustee of any such property, in either case with such powers as may be
provided in the instrument of appointment, and to vest in such Person or Persons
in such capacity any property, title, right or power deemed necessary or
desirable, subject to the provisions of this Declaration. In case an Event of
Default has occurred and is continuing, the Property Trustee alone shall have
power to make any such appointment of a co-trustee.

SECTION 5.2     Delaware Trustee.
                ----------------

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

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

     (b) if not a natural person, an entity that has its principal place of
business in the State of Delaware and otherwise meets the requirements of
applicable law, provided, however, that, if the Property Trustee has its
principal place of business in the State of Delaware and otherwise meets the
requirements of applicable law, then the Property Trustee shall also be the
Delaware Trustee and Section 3.11 shall have no application.

SECTION 5.3     Property Trustee; Eligibility.
                -----------------------------

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

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

          (ii) be a Person organized and doing business under the laws of the
United States of America or any State or Territory thereof or of the District of
Columbia, or a Person permitted by the Commission to act as an institutional
trustee under the Trust Indenture Act,


                                       -24-

<PAGE>

authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least 50 million U.S. dollars ($50,000,000), and
subject to supervision or examination by Federal, State, Territorial or District
of Columbia authority. If such Person publishes reports of condition at least
annually, pursuant to law or to the requirements of the supervising or examining
authority referred to above in this paragraph, then for the purposes of this
paragraph, the combined capital and surplus of such corporation shall be deemed
to be its combined capital and surplus as set forth in its most recent report of
condition so published.

     (b) If at any time the Property Trustee shall cease to be eligible to so
act under subsection (a) of this Section, the Property Trustee shall immediately
resign in the manner and with the effect set forth in subsection (c) of Section
5.7.

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

     (d) The Preferred Securities Guarantee and the Indenture shall be deemed to
be specifically described in this Declaration for purposes of clause (i) of the
first proviso contained in ss. 310(b) of the Trust Indenture Act.

     (e) The initial Property Trustee shall be:

     JPMorgan Chase Bank
     600 Travis
     11th Floor
     Houston, Texas 77002
     Attention:  Institutional Trust Services
     Telecopy:  (713) 577-5200

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

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

SECTION 5.5     Administrative Trustees.
                -----------------------

     (a) The initial Administrative Trustees shall be:

     Susan S. Keith
     John M. Allen
     Bruce A. Metzinger

     (b) Except as expressly set forth in this Declaration and except if a
meeting of the Administrative Trustees is called with respect to any matter over
which the Administrative


                                       -25-

<PAGE>

Trustees have power to act, any power of the Administrative Trustees may be
exercised by, or with the consent of, any one such Administrative Trustee.

     (c) An Administrative Trustee shall have the authority set forth in Section
3.12 to execute on behalf of the Trust any documents that the Administrative
Trustees have the power and authority to cause the Trust to execute pursuant to
Section 3.6; provided, however, that any Registration Statement referred to in
Section 3.6(b)(i), including any amendments thereto, shall be signed by all of
the Administrative Trustees.

SECTION 5.6     Delaware Trustee.
                ----------------

     The initial Delaware Trustee shall be:

     Chase Manhattan Bank USA, National Association
     500 Stanton Christiana Road
     Building 4 - 3rd Floor
     Newark, Delaware 19713
     Attention: Corporate Trust Department
     Telecopy:  ________

SECTION 5.7     Appointment, Removal and Resignation of Trustees.
                ------------------------------------------------

     (a) Subject to Section 5.7(b) of this Declaration and to Section 7(b) of
Annex I hereto, Trustees may be appointed or removed without cause at any time:

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

          (ii) with respect to the Administrative Trustees, by vote of Holders
of a Majority in Liquidation Amount of Common Securities voting as a class at a
meeting of the Holders of the Common Securities;

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

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

     (b)  (i) The Property Trustee shall not be removed in accordance with
Section 5.7(a) until a Successor Property Trustee has been appointed and has
accepted such appointment by written instrument executed by such Successor
Property Trustee and delivered to the Administrative Trustees and the Sponsor;
and

          (ii) the Delaware Trustee shall not be removed in accordance with
Section 5.7(a) until a successor Trustee possessing the qualifications to act as
Delaware Trustee under Sections 5.2 and 5.4 (a "Successor Delaware Trustee") has
been appointed and has accepted such appointment by written instrument executed
by such Successor Delaware Trustee and delivered to the Administrative Trustees
and the Sponsor.


                                       -26-

<PAGE>

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

          (i) no such resignation of the Trustee that acts as the Property
Trustee shall be effective: (A) until a Successor Property Trustee has been
appointed and has accepted such appointment by instrument executed by such
Successor Property Trustee and delivered to the Trust, the Sponsor and the
resigning Property Trustee; or (B) until the assets of the Trust have been
completely liquidated and the proceeds thereof distributed to the Holders; and

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

     (d) If the Property Trustee or the Delaware Trustee delivers an instrument
of resignation in accordance with this Section 5.7:

          (i) prior to the issuance of the Securities or thereafter if no Event
of Default shall have occurred and be continuing, the Holders of the Common
Securities shall use their best efforts to appoint promptly a Successor Delaware
Trustee or Successor Property Trustee, as the case may be; or

          (ii) if, after the issuance of the Securities, an Event of Default
shall have occurred and be continuing, the Holders of the Preferred Securities
shall have the exclusive right to appoint a Successor Delaware Trustee or
Successor Property Trustee, as the case may be, by vote of Holders of a Majority
in Liquidation Amount of the Preferred Securities voting as a class at a meeting
of Holders of the Preferred Securities; provided, however, that the Sponsor
shall use its best efforts to locate a potential Trustee willing to accept such
appointment and to submit the name of that Person to the Holders of the
Preferred Securities for their consideration as a Successor Delaware Trustee or
Successor Property Trustee, as the case may be.

The bankruptcy, dissolution, liquidation, incompetence or incapacity to perform
the duties of the Property Trustee or the Delaware Trustee shall be deemed to
constitute an act of resignation by that Trustee under this Section 5.7.

     (e) If no Successor Property Trustee or Successor Delaware Trustee shall
have been appointed and accepted appointment as provided in this Section 5.7
within 60 days after delivery of an instrument of resignation or removal, the
Property Trustee or Delaware Trustee resigning or being removed, as applicable,
or the Administrative Trustees may petition any court of competent jurisdiction
for appointment of a Successor Property Trustee or Successor Delaware Trustee.
Such court may thereupon, after prescribing such notice, if any, as it may deem
proper and prescribe, appoint a Successor Property Trustee or Successor Delaware
Trustee, as the case may be.


                                       -27-

<PAGE>

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

SECTION 5.8     Vacancies Among Trustees.
                ------------------------

     If a Trustee ceases to hold office for any reason and the number of
Trustees is not reduced pursuant to Section 5.1, or if the number of Trustees is
increased pursuant to Section 5.1, a vacancy shall occur. A resolution
certifying the existence of such vacancy by the Administrative Trustees or, if
there are more than two, a majority of the Administrative Trustees shall be
conclusive evidence of the existence of such vacancy. The vacancy shall be
filled with a Trustee appointed in accordance with Section 5.7.

SECTION 5.9     Effect of Vacancies.
                -------------------

     The death, resignation, retirement, removal, bankruptcy, dissolution,
liquidation, incompetence or incapacity to perform the duties of a Trustee shall
not operate to dissolve, terminate or annul the Trust. Whenever a vacancy in the
number of Administrative Trustees shall occur, until such vacancy is filled by
the appointment of an Administrative Trustee in accordance with Section 5.7, the
Administrative Trustees in office, regardless of their number, shall have all
the powers granted to the Administrative Trustees and shall discharge all the
duties imposed upon the Administrative Trustees by this Declaration.


                                       -28-

<PAGE>

SECTION 5.10    Meetings.
                --------

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

SECTION 5.11    Delegation of Power.
                -------------------

     (a) Any Administrative Trustee may, by power of attorney consistent with
applicable law, delegate to any other natural person over the age of 21 his or
her power for the purpose of executing any documents contemplated in Section
3.6, including any registration statement or amendment thereto or other report
or statement to be filed with the Commission and any filing to be made with any
other governmental agency; and

     (b) with respect to any matter over which the Administrative Trustees have
power to act in accordance with the provisions of this Declaration or applicable
law, the Administrative Trustees shall have power to delegate from time to time
to such of their number or to officers of the Trust the doing of such things and
the execution of such instruments, in the name of the Trust, the names of the
Administrative Trustees or otherwise, as the Administrative Trustees may deem
expedient.

SECTION 5.12    Merger, Conversion, Consolidation or Succession to Business.
                -----------------------------------------------------------

     Any Person into which the Property Trustee or the Delaware Trustee or any
Administrative Trustee that is not a natural person, as the case may be, may be
merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which the Property
Trustee, the Delaware Trustee or such Administrative Trustee, as the case may
be, shall be a party, or any Person succeeding to all or substantially all the
corporate trust business of the Property Trustee, the Delaware Trustee or such
Administrative Trustee, as the case may be, shall be the successor of the
Property Trustee,


                                       -29-

<PAGE>

the Delaware Trustee or such Administrative Trustee, as the case may be,
hereunder (if such Person shall be otherwise qualified and eligible to act as
such under this Article) without the execution or filing of any paper or any
further act on the part of any of the parties hereto.

                                   ARTICLE VI
                                  DISTRIBUTIONS

SECTION 6.1     Distributions.
                -------------

     Each Holder shall receive Distributions in accordance with the applicable
terms of the relevant Securities held by such Holder as set forth herein and in
Annex I. Except as set forth in any applicable redemption provisions of the
relevant Securities, if and to the extent that the Debenture Issuer shall make a
payment of interest (including Compounded Interest and Additional Sums, as such
terms are defined in the Indenture), premium and/or principal on the Debentures
held by the Property Trustee (the amount of any such payment being a "Payment
Amount"), the Property Trustee shall, to the extent funds are available for that
purpose, make a distribution (a "Distribution") of the Payment Amount to Holders
pro rata according to the aggregate liquidation amount of the relevant
Securities held by each Holder in relation to the aggregate liquidation amount
of all the Securities outstanding for which the Payment Amount relates.

                                  ARTICLE VII
                             ISSUANCE OF SECURITIES

SECTION 7.1     General Provisions Regarding Securities.
                ---------------------------------------

     (a) The Administrative Trustees shall on behalf of the Trust issue one
class of preferred securities representing undivided beneficial interests in the
assets of the Trust having the terms attributable thereto set forth in Annex I
(the "Preferred Securities") and one class of common securities representing
undivided beneficial interests in the assets of the Trust having the terms
attributable thereto set forth in Annex I (the "Common Securities"). Annex I is
hereby incorporated in and made a part of this Declaration. The Trust shall
issue no securities or interests in the assets of the Trust other than the Trust
Securities.

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

     (c) Upon issuance of the Securities as provided in this Declaration, the
Securities so issued shall be deemed to be validly issued, fully paid and
non-assessable undivided beneficial interests in the assets of Trust.

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

     (e) Holders of the Securities shall not have any preemptive or similar
rights.


                                       -30-

<PAGE>

     (f) At the Closing Date [and any Option Closing Time], an Administrative
Trustee, on behalf of the Trust, shall subscribe to purchase from the Debenture
Issuer, Debentures registered in the name of the Property Trustee or its nominee
on behalf of the Trust and having an aggregate principal amount equal to the
aggregate Liquidation Amount of both the Preferred Securities and Common
Securities issued and sold on such date [or dates], and, in satisfaction of the
purchase price for such Debentures, the Property Trustee, on behalf of the
Trust, shall deliver to the Debenture Issuer the Gross Proceeds received on such
date [or dates] from the sale by the Trust of the Preferred Securities and
Common Securities issued on such date.

SECTION 7.2     Execution and Authentication.
                ----------------------------

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

     (b) No certificate evidencing a Preferred Security shall be valid unless
authenticated by the manual signature of an authorized signatory of the Property
Trustee. The signature shall be conclusive evidence that the Preferred Security
has been authenticated under this Declaration.

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

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

SECTION 7.3     Form and Dating.
                ---------------

     The Preferred Securities and the Property Trustee's certificate of
authentication shall be substantially in the form of Exhibit A-1 and the Common
Securities shall be substantially in the form of Exhibit A-2, each of which is
hereby incorporated in and expressly made a part of this Declaration.
Certificates representing the Securities may be printed, lithographed or
engraved or may be produced in any other manner as is reasonably acceptable to
the Administrative Trustees, as evidenced by their execution thereof by one or
more of them. Certificates evidencing the Securities may have letters, CUSIP or
other numbers, notations or other marks of identification or designation and
such legends or endorsements required by law, rule of any stock exchange or
other quotation system to which the Trust is subject, if any, or usage (provided
that any such


                                       -31-

<PAGE>

notation, legend or endorsement is in a form acceptable to the Trust). The Trust
at the direction of the Sponsor shall furnish any such legend not contained in
Exhibit A-1 to the Property Trustee in writing. Each Preferred Security shall be
dated the date of its authentication. The terms and provisions of the Securities
set forth in Annex I and the forms of Securities set forth in Exhibits A-1 and
A-2 are part of the terms of this Declaration and to the extent applicable, the
Property Trustee and the Sponsor, by their execution and delivery of this
Declaration, expressly agree to such terms and provisions and to be bound
thereby.

     (a) Global Securities. Preferred Securities issued by the Trust may be
         -----------------
evidenced by one or more temporary or permanent global certificates in fully
registered form without distribution coupons but with the appropriate global
legends set forth in Exhibit A-1 hereto (the "Global Preferred Securities"),
which shall be duly executed by the Trust and authenticated by the Property
Trustee as hereinafter provided. The number of Preferred Securities represented
by the Global Preferred Security may from time to time be increased or decreased
by adjustments made on the records of the Property Trustee and the Clearing
Agency or its nominee as hereinafter provided.

     (b) Book-Entry Provisions. This Section 7.3(b) shall apply only to the
         ---------------------
Global Preferred Securities.

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

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

     (c) Definitive Preferred Securities. Except as provided in Section 7.9(b)
         -------------------------------
or 9.2, owners of beneficial interests in a Global Preferred Security will not
be entitled to receive physical delivery of certificated Preferred Securities.
Preferred Securities not represented by a Global Preferred Security may be
issued in the form of individual certificates in definitive, fully registered
form without distribution coupons ("Definitive Preferred Securities").


                                       -32-

<PAGE>

     (d) Authorized Denominations. The Preferred Securities are issuable only in
         ------------------------
denominations of $__________ and any integral multiple thereof.

SECTION 7.4     Registrar and Paying Agent [and Conversion Agent].
                -------------------------------------------------

     The Trust shall maintain in the Borough of Manhattan, The City of New York,
(i) an office or agency where Preferred Securities may be presented for
registration of transfer ("Registrar"), (ii) an office or agency where Preferred
Securities may be presented for payment ("Paying Agent") [and (iii) an office or
agency where securities may be presented for conversion or exchange (a
"Conversion Agent.")]. The Registrar shall keep a register of the Preferred
Securities and of their transfer. The Trust may appoint the Registrar [, and]
Paying Agent [and Conversion Agent] and may appoint one or more co-registrars
and one or more additional paying agents [or conversion agents] in such other
locations as it shall determine. The term "Registrar" includes any additional
registrar [, and] the term "Paying Agent" includes any additional paying agent
[and the term "Conversion Agent" includes any additional conversion agent.]. The
Trust may change any Paying Agent [, and] Registrar [or Conversion Agent]
without prior notice to any Holder. The Paying Agent [,] [and] Registrar [and
Conversion Agent] shall be permitted to resign as Paying Agent [,] [and]
Registrar [and Conversion Agent] upon 30 days' written notice to the Property
Trustee and the Sponsor. The Trust shall notify the Property Trustee of the name
and address of any Agent not a party to this Declaration. If the Trust fails to
appoint or maintain another entity as Registrar [, and] Paying Agent [or
Conversion Agent], the Property Trustee shall act as such. The Trust or any of
its Affiliates may act as Paying Agent [, and] Registrar [or Conversion Agent].
The Trust shall act as Paying Agent, Registrar [and Conversion Agent] for the
Common Securities.

     The Trust initially appoints [the Property Trustee] as Registrar, Paying
Agent [and Conversion Agent] for the Preferred Securities.

     The Registrar [, and] Paying Agent [and Conversion Agent] shall be entitled
to all of the rights, protections, immunities and indemnities afforded to the
Property Trustee hereunder.

SECTION 7.5     Paying Agent to Hold Money in Trust.
                -----------------------------------

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

SECTION 7.6     Replacement Securities.
                ----------------------


                                       -33-

<PAGE>

     If a Holder claims that a Security owned by it has been lost, destroyed or
wrongfully taken or if such Security is mutilated and is surrendered to the
Trust or in the case of the Preferred Securities to the Property Trustee, the
Trust shall issue and, in the case of a Preferred Security, the Property Trustee
shall, upon written order of the Trust, authenticate a replacement Security if
the Trust's and, in the case of a Preferred Security, the Property Trustee's
requirements, as the case may be, are met. An indemnity bond must be provided by
the Holder that, in the judgment of the Property Trustee, is sufficient to
protect the Trustees, the Sponsor, the Trust or any authenticating agent from
any loss that any of them may suffer if a Security is replaced. The Trust may
charge such Holder for its expenses in replacing a Security. Every replacement
Security issued and authenticated in accordance with this Section 7.6 shall
represent an undivided beneficial interest in the assets of the Trust.

SECTION 7.7     Outstanding Preferred Securities.
                --------------------------------

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

     If a Preferred Security is replaced pursuant to Section 7.6 hereof, it
ceases to be outstanding unless the Property Trustee receives proof satisfactory
to it that the replaced Preferred Security is held by a protected purchaser.

     If Preferred Securities are considered paid in accordance with the terms of
this Declaration, they cease to be outstanding and Distributions on them shall
cease to accumulate.

     A Preferred Security does not cease to be outstanding because one of the
Trust, the Sponsor or an Affiliate of the Sponsor holds the Security.

SECTION 7.8     Preferred Securities in Treasury.
                --------------------------------

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

SECTION 7.9     Temporary Securities.
                --------------------

     (a) Until Definitive Preferred Securities are ready for delivery, the Trust
may prepare and the Property Trustee shall authenticate temporary Preferred
Securities. Temporary Preferred Securities shall be substantially in the form of
Definitive Preferred Securities but may have variations that the Trust considers
appropriate for temporary Preferred Securities. Without unreasonable delay, the
Trust shall prepare and the Property Trustee shall authenticate Definitive
Preferred Securities in exchange for temporary Preferred Securities.

     (b) A Global Preferred Security deposited with the Clearing Agency or with
the Property Trustee as custodian for the Clearing Agency pursuant to Section
7.3 shall be


                                       -34-

<PAGE>

transferred to the beneficial owners thereof in the form of Definitive Preferred
Securities only if such transfer complies with Section 9.2 and

          (i) the Clearing Agency notifies the Sponsor that it is unwilling or
unable to continue as Clearing Agency for such Global Preferred Security; or

          (ii) at any time such Clearing Agency ceases to be a "clearing agency"
registered under the Exchange Act and a clearing agency is not appointed by the
Sponsor within 90 days of such notice; or

          (iii) the Administrative Trustees, on behalf of the Trust, at their
sole discretion elect to cause the issuance of Definitive Preferred Securities.

     (c) Any Global Preferred Security that is transferable to the beneficial
owners thereof in the form of Definitive Preferred Securities pursuant to this
Section 7.9 shall be surrendered by the Clearing Agency to the Property Trustee
to be so transferred, in whole or from time to time in part, without charge, and
the Administrative Trustee shall prepare and the Property Trustee shall
authenticate and make available for delivery, upon such transfer of each portion
of such Global Preferred Security, an equal aggregate Liquidation Amount of
Securities of authorized denominations in the form of Definitive Preferred
Securities. Any portion of a Global Preferred Security transferred pursuant to
this Section shall be registered in such names as the Clearing Agency shall
direct.

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

     (e) In the event of the occurrence of any of the events specified in
Section 7.9(b), the Administrative Trustees on behalf of the Trust will promptly
make available to the Property Trustee a reasonable supply of certificates
evidencing Definitive Preferred Securities in fully registrable form without
distribution coupons.

SECTION 7.10    Exchange.
                --------

     (a) If at any time the Sponsor or any of its Affiliates (in either case, a
"Sponsor Affiliated Holder") is the Holder of any Preferred Securities, such
Sponsor Affiliated Holder shall have the right to tender to the Property Trustee
all or such portion of the Preferred Securities held by it as it may elect
(together with a proportionate amount of the outstanding Common Securities held
by the Sponsor) and receive, in exchange therefor, a like amount of Debentures.
Such election may be effected only on a date of Distribution. Such election
shall be exercisable through delivery by such Sponsor Affiliated Holder to the
Property Trustee of a written notice of such election specifying the Liquidation
Amount of Preferred Securities and the Liquidation Amount of Common Securities
with respect to which such election is being made and the date of Distribution
on which such exchange shall occur, which Distribution date shall be not fewer
than ten Business Days after the date of receipt by the Property Trustee of such
election notice. The transfer of Debentures in exchange for such Preferred and
Common Securities shall be conditioned upon delivery by or on behalf of such
Sponsor Affiliated Holder


                                       -35-

<PAGE>

to the Property Trustee or its designee of the Preferred and Common Securities
that are the subject of such election by 10:00 A.M. New York time, on the date
of Distribution on which such exchange is to occur.

     (b) For the purposes of this Section, a proportionate amount of outstanding
Common Securities shall mean Common Securities having an aggregate liquidation
amount bearing the same ratio to the aggregate liquidation amount of all the
outstanding Common Securities as the aggregate liquidation amount of the
Preferred Securities that the Sponsor Affiliated Holder proposes to exchange
bears to the aggregate liquidation amount of all the Preferred Securities
outstanding immediately prior to the exchange.

     (c) In an exchange described in subsection (a) of this Section, the Trust
will, on the date of such exchange, cause the trustee under the Indenture to
register for transfer from the Trust to the Sponsor Affiliated Holder,
authenticate and deliver to the Sponsor Affiliated Holder Debentures having a
principal amount equal to the sum of (i) the aggregate Liquidation Amount of the
outstanding Preferred Securities tendered in such exchange and (ii) the
aggregate Liquidation Amount of the Common Securities tendered in the exchange;
provided, that the Sponsor Affiliated Holder delivers or causes to be delivered
to the Property Trustee or its designee the required amount of Preferred
Securities and Common Securities to be exchanged by 10:00 A.M. New York time, on
the date of Distribution on which such exchange is to occur.

     (d) After the exchange, the exchanged Preferred Securities and Common
Securities shall be canceled and shall no longer be deemed to be outstanding and
all rights of the Sponsor or its Affiliates with respect to such Preferred
Securities and Common Securities shall cease.

SECTION 7.11    Cancellation.
                ------------

     The Trust at any time may deliver Preferred Securities to the Property
Trustee for cancellation. The Registrar and the Paying Agent shall deliver to
the Property Trustee any Preferred Securities surrendered to them for
registration of transfer, redemption, exchange, payment or replacement. The
Property Trustee shall promptly cancel all Preferred Securities surrendered for
registration of transfer, redemption, exchange, payment, replacement or
cancellation and shall dispose of canceled Preferred Securities in accordance
with its customary procedures unless the Trust otherwise directs. Except with
respect to Preferred Securities surrendered for registration of transfer or
replacement, the Trust may not issue new Preferred Securities in lieu of
Preferred Securities that it has paid or redeemed or that it has otherwise
acquired and delivered to the Property Trustee for cancellation.

SECTION 7.12    CUSIP Numbers.
                -------------

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


                                       -36-

<PAGE>

numbers. The Sponsor will promptly notify the Property Trustee of any change in
the CUSIP numbers.

                                  ARTICLE VIII
                              DISSOLUTION OF TRUST

SECTION 8.1     Dissolution of Trust.
                --------------------

     (a) The Trust shall automatically dissolve upon the occurrence of any of
the following events (an "Event of Dissolution"):

          (i) the bankruptcy of the Sponsor;

          (ii) the filing of a certificate of dissolution or liquidation or its
equivalent with respect to the Sponsor, or the revocation of the Sponsor's
charter and the expiration of 90 days after the date of revocation without a
reinstatement thereof;

          (iii) delivery by the Sponsor, in its sole discretion, to each of the
Trustees, while the Debentures are outstanding, of a written direction requiring
the Trustees to dissolve the Trust, to wind up its affairs by satisfying the
liabilities of the Trust to its creditors and distributing a Like Amount of the
Debentures to Holders of the Securities pursuant to the terms thereof and to
cancel the certificate of trust of the Trust;

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

          (v) payment to the Holders in accordance with the terms of the
Securities of all amounts necessary for the redemption of all of the Securities;

          (vi) the expiration of the term of the Trust provided in Section 3.14;
[or]

          (vii) [distribution of the Sponsor's [other securities] to all Holders
of Securities upon the full and complete conversion or exchange of all such
Securities in accordance with the terms thereof].

     (b) As soon as is practicable after the occurrence of an Event of
Dissolution, the Administrative Trustees shall wind up the Trust's affairs and,
upon completion thereof, shall execute and file a certificate of cancellation
with the Secretary of State of the State of Delaware in accordance with the
provisions of the Business Trust Act.

     (c) In the course of winding up the Trust's affairs, the Administrative
Trustees shall be entitled and empowered, in the name of, and for and on behalf
of the Trust, to prosecute and defend suits, whether civil, criminal or
administrative, to settle gradually and to close the business of the Trust, to
dispose of and to convey the property of the Trust, to discharge or to make
reasonable provision for the liabilities of the Trust and to distribute to the
Holders of the Securities any remaining assets of the Trust.


                                       -37-

<PAGE>

     (d) The provisions of Section 3.9 and Article X shall survive the
termination of the Trust.

                                   ARTICLE IX
                              TRANSFER OF INTERESTS

SECTION 9.1     Transfer of Securities.
                ----------------------

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

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

     (c) For so long as the Trust Securities remain outstanding, the Sponsor
agrees:

          (i) to maintain 100% direct or indirect ownership of the Common
Securities; provided, however, that any permitted successor of the Sponsor under
the Indenture may succeed to the Sponsor's ownership of such Common Securities,

          (ii) to use its reasonable efforts to cause the Trust (x) to remain a
business trust, except in connection with the distribution of Debentures to the
Holders of Securities in dissolution and liquidation of the Trust, the
redemption of all of the Securities and certain mergers, conversions,
consolidations or amalgamations, each as permitted by this Declaration, and (y)
to otherwise continue to be classified as a grantor trust for United States
federal income tax purposes, and

          (iii) to use its reasonable efforts to cause each Holder of Trust
Securities to be treated as owning an undivided beneficial interest in the
Debentures.

SECTION 9.2     Transfer Procedures and Restrictions.
                ------------------------------------


                                       -38-

<PAGE>

     (a) When (i) Definitive Preferred Securities are presented to the Registrar
or co-Registrar for registration of the transfer thereof or (ii) the Registrar
or co-Registrar is requested to replace Definitive Preferred Securities that
have been mutilated, destroyed, defaced, stolen or lost, the Registrar or
co-Registrar shall register the transfer or effect the replacement as requested
if the requirements set forth herein, including the requirement that the
Definitive Preferred Securities surrendered for registration of transfer shall
be duly endorsed or accompanied by a written instrument of transfer in form
reasonably satisfactory to the Administrative Trustees and the Registrar or
co-Registrar, duly executed by the Holder thereof or his attorney duly
authorized in writing, and the reasonable requirements of the Administrative
Trustees for such transaction are met.

     (b) A Definitive Preferred Security may not be exchanged for a beneficial
interest in a Global Preferred Security except upon satisfaction of the
requirements set forth below. Upon receipt by the Property Trustee of a
Definitive Preferred Security, duly endorsed or accompanied by appropriate
instruments of transfer, in form satisfactory to the Property Trustee and the
Administrative Trustees, together with written instructions directing the
Property Trustee to make, or to direct the Clearing Agency to make, an
adjustment on its books and records with respect to the appropriate Global
Preferred Security to reflect an increase in the number of the Preferred
Securities represented by such Global Preferred Security, then the Property
Trustee shall cancel such Definitive Preferred Security and cause, or direct the
Clearing Agency to cause, the aggregate number of Preferred Securities
represented by the appropriate Global Preferred Security to be increased
accordingly. Concurrently, the Property Trustee shall request the direct or
indirect participant in the Clearing Agency to reflect on its books the
beneficial ownership of such Preferred Security by the former Holder of the
Definitive Preferred Security. If no Global Preferred Securities are then
outstanding, the Trust shall issue and the Property Trustee shall authenticate,
upon written order of any Administrative Trustee, an appropriate number of
Preferred Securities in global form.

     (c) The transfer and exchange of Global Preferred Securities or beneficial
interests therein shall be effected through the Clearing Agency in accordance
with this Declaration (including applicable restrictions on transfer set forth
herein, if any) and the procedures of the Clearing Agency therefor.
Notwithstanding any other provisions of this Declaration (other than the
provisions set forth in Section 7.9(b)), a Global Preferred Security may not be
transferred as a whole except by the Clearing Agency to a nominee of the
Clearing Agency or another nominee of the Clearing Agency or by the Clearing
Agency or any such nominee to a successor Clearing Agency or a nominee of such
successor Clearing Agency.

     (d) At such time as all beneficial interests in a Global Preferred Security
have either been exchanged for Definitive Preferred Securities to the extent
permitted by this Declaration or been redeemed, repurchased or canceled in
accordance with the terms of this Declaration, such Global Preferred Security
shall be canceled by the Property Trustee. If any beneficial interest in a
Global Preferred Security is, at any time prior to such cancellation, exchanged
for Definitive Preferred Securities, Preferred Securities represented by such
Global Preferred Security shall be reduced and an adjustment shall be made on
the books and records of the Clearing Agency and the Registrar to reflect such
reduction.


                                       -39-

<PAGE>

     (e) Definitive Preferred Securities will be issued in exchange for Global
Securities only as provided in subsections (b) and (c) of Section 7.9.

SECTION 9.3     Deemed Security Holders.
                -----------------------

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

SECTION 9.4     Book Entry Interests.
                --------------------

     Global Preferred Securities shall initially be registered on the books and
records of the Trust in the name of Cede & Co., the nominee of the Clearing
Agency, and no Preferred Security Beneficial Owner will receive a certificate
representing such Preferred Security Beneficial Owner's interests in such Global
Preferred Securities, except as provided in Section 9.2 and Section 7.9. Unless
and until certificates evidencing fully registered Definitive Preferred
Securities have been issued to the Preferred Security Beneficial Owners pursuant
to Sections 9.2 and Section 7.9:

     (a) the provisions of this Section 9.4 shall govern the interests of the
Preferred Security Beneficial Owners in Global Preferred Securities;

     (b) the Holder of the Preferred Securities and the sole holder of the
certificate or certificates representing Global Preferred Securities shall be
the Clearing Agency for all purposes of this Declaration (including the payment
of Distributions on the Global Preferred Securities and receiving approvals,
votes or consents hereunder) and neither the Trust nor any of the Trustees shall
have any obligation to the Preferred Security Beneficial Owners;

     (c) the rights of the Preferred Security Beneficial Owners shall be
exercised only through the Clearing Agency and shall be limited to those
established by law and agreements between such Preferred Security Beneficial
Owners and the Clearing Agency or the Participants; in that regard, the Trust
and the Trustees may rely on the obligations of the Clearing Agency under law
and such applicable agreements, in making payments of Distributions on
Securities to the Clearing Agency for the benefit of the Preferred Security
Beneficial Owners and in honoring the written instructions of the Clearing
Agency with respect to the voting of the Preferred Securities; provided,
however, that, solely for the purposes of determining whether the Holders of the
requisite amount of Preferred Securities have voted on any matter provided for
in this Declaration and for so long as Definitive Preferred Security
certificates have not been issued, the Trustees may conclusively rely on, and
shall be protected in relying on, any written instrument (including a proxy)
delivered to the Trustees by the Clearing Agency setting forth the votes of the
Preferred Security Beneficial Owners or assigning the right to vote on any
matter to any other Persons, either in whole or in part;

     (d) the Clearing Agency will make book entry transfers among the
Participants; and


                                       -40-

<PAGE>

     (e) to the extent that the provisions of this Section 9.4 conflict with any
other provisions of this Declaration, the provisions of this Section 9.4 shall
control.

SECTION 9.5     Notices to Clearing Agency.
                --------------------------

     Whenever a notice or other communication to the Preferred Security Holders
is required under this Declaration, the Trustees shall give all such notices and
communications specified herein to be given to the Holders of Global Preferred
Securities to the Clearing Agency, and shall have no obligation to provide any
notice, written or otherwise, to the Preferred Security Beneficial Owners.

SECTION 9.6     Appointment of Successor Clearing Agency.
                ----------------------------------------

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

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

SECTION 10.1    Liability.
                ---------

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

          (i) personally liable for the return of any portion of the capital
contributions to the Trust (or any return thereon) by the Holders, any such
return being solely the obligation of the Trust to be made solely from assets of
the Trust; or

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

     (b) The Debenture Issuer shall be liable for all of the debts and
obligations of the Trust (other than in respect of the payment of principal,
interest and premium, if any, on the Securities) to the extent not satisfied out
of the Trust's assets.

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

SECTION 10.2    Exculpation.
                -----------

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


                                       -41-

<PAGE>

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

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

SECTION 10.3    Fiduciary Duty.
                --------------

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

     (b) Unless otherwise expressly provided herein:

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

          (ii) whenever this Declaration or any other agreement contemplated
herein provides that an Indemnified Person shall act in a manner that is, or
engage in a transaction on terms that are, fair and reasonable to the Trust or
any Holder of Securities,

the Indemnified Person shall resolve such conflict of interest, take such action
or engage in such transaction only after considering in each case the relative
interest of each party (including its own interest) involved in such conflict,
action or transaction and the benefits and burdens relating to such interests,
any customary or accepted industry practices and any applicable generally
accepted accounting practices or principles. In the absence of bad faith by the
Indemnified Person, the resolution, action or transaction so made, taken or
engaged in by the Indemnified Person shall not constitute a breach of this
Declaration or any other agreement contemplated herein or of any duty or
obligation of the Indemnified Person at law or in equity or otherwise.

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

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


                                       -42-

<PAGE>

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

SECTION 10.4    Indemnification.
                ---------------

     (a)  (i) The Debenture Issuer shall indemnify, to the full extent permitted
by law, any Company Indemnified Person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the Trust) by reason of the fact that he is or
was a Company Indemnified Person against expenses (including attorneys' fees and
expenses), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding
except that no Company Indemnified Person shall be indemnified for his own gross
negligence or willful misconduct. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the Company Indemnified Person acted with gross negligence or willful
misconduct.

          (ii) The Debenture Issuer shall indemnify, to the full extent
permitted by law, any Company Indemnified Person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Trust to procure a judgment in its favor by
reason of the fact that he is or was a Company Indemnified Person against
expenses (including attorneys' fees and expenses) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit except that no Company Indemnified Party shall be indemnified for such
Company Indemnified Party's own gross negligence or willful misconduct and
except that no such indemnification shall be made in respect of any claim, issue
or matter as to which such Company Indemnified Person shall have been adjudged
to be liable to the Trust unless and only to the extent that the Court of
Chancery of Delaware or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such Person is fairly and reasonably
entitled to indemnity for such expenses which such Court of Chancery or such
other court shall deem proper.

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

          (iv) Any indemnification under paragraph (i) or (ii) of this Section
10.4(a) (unless ordered by a court) shall be made by the Debenture Issuer only
as authorized in the specific case upon a determination that indemnification of
the Company Indemnified Person is proper in the circumstances because he has met
the applicable standard of conduct set forth in paragraph (i) or (ii), as
applicable. Such determination shall be made (1) by the Administrative Trustees
by a majority vote of a Quorum consisting of such Administrative Trustees who
were not parties to such action, suit or proceeding, (2) if such a Quorum is not
obtainable, or, even if


                                       -43-

<PAGE>

obtainable, if a Quorum of disinterested Administrative Trustees so directs, by
independent legal counsel in a written opinion or (3) by the Common Security
Holder of the Trust.

          (v)  Expenses (including attorneys' fees and expenses) incurred by a
Company Indemnified Person in defending a civil, criminal, administrative or
investigative action, suit or proceeding referred to in paragraph (i) or (ii) of
this Section 10.4(a) shall, to the fullest extent permitted by law, be paid by
the Debenture Issuer substantially as incurred in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of such Company Indemnified Person to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
Debenture Issuer as authorized in this subsection (a). Notwithstanding the
foregoing, no advance shall be made by the Debenture Issuer if a determination
is reasonably and promptly made (i) by the Administrative Trustees by a majority
vote of a Quorum of disinterested Administrative Trustees, (ii) if such a Quorum
is not obtainable, or, even if obtainable, if a Quorum of disinterested
Administrative Trustees so directs, by independent legal counsel in a written
opinion or (iii) by the Common Security Holder of the Trust, that, based upon
the facts known to the Administrative Trustees, counsel or the Common Security
Holder at the time such determination is made, such Company Indemnified Person
acted with gross negligence or willful misconduct. In no event shall any advance
be made in instances where the Administrative Trustees, independent legal
counsel or Common Security Holder reasonably determines that such Person
deliberately breached his duty to the Trust or its Common or Preferred Security
Holders.

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

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

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


                                       -44-

<PAGE>

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

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

SECTION 10.5    Outside Businesses.
                ------------------

     Any Covered Person, the Sponsor, the Delaware Trustee and the Property
Trustee (subject to subsection (c) of Section 5.3) may engage in or possess an
interest in other business ventures of any nature or description, independently
or with others, similar or dissimilar to the business of the Trust, and the
Trust and the Holders shall have no rights by virtue of this Declaration in and
to such independent ventures or the income or profits derived therefrom, and the
pursuit of any such venture, even if competitive with the business of the Trust,
shall not be deemed wrongful or improper. None of any Covered Person, the
Sponsor, the Delaware Trustee, and the Property Trustee shall be obligated to
present any particular investment or other opportunity to the Trust even if such
opportunity is of a character that, if presented to the Trust, could be taken by
the Trust, and any Covered Person, the Sponsor, the Delaware Trustee and the
Property Trustee shall have the right to take for its own account (individually
or as a partner or fiduciary) or to recommend to others any such particular
investment or other opportunity. Any Covered Person, the Delaware Trustee and
the Property Trustee may engage or be interested in any financial or other
transaction with the Sponsor or any Affiliate of the Sponsor, or may act as
depositary for, trustee or agent for, or act on any committee or body of holders
of, securities or other obligations of the Sponsor or its Affiliates.

SECTION 10.6    Compensation; Fees.
                ------------------

     The Debenture Issuer agrees:

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


                                       -45-

<PAGE>

     (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 (including the reasonable compensation and the expenses and
disbursements of their respective agents and counsel), except any such expense,
disbursement or advance as may be attributable to its gross negligence (or, in
the case of the property trustee, negligence) or willful misconduct.

     The provisions of this Section 10.6 shall survive the dissolution of the
Trust and the termination of this Declaration and the removal or resignation of
any Trustee.

     No Trustee may claim any lien or charge on any property of the Trust as a
result of any amount due pursuant to this Section 10.6.

                                   ARTICLE XI
                                   ACCOUNTING

SECTION 11.1    Fiscal Year.
                -----------

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

SECTION 11.2    Certain Accounting Matters.
                --------------------------

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

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

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

SECTION 11.3    Banking.
                -------

     The Trust may maintain one or more bank accounts in the name and for the
sole benefit of the Trust; provided, however, that all payments of funds in
respect of the Debentures held by


                                       -46-

<PAGE>

the Property Trustee shall be made directly to the Property Trustee Account and
no other funds of the Trust shall be deposited in the Property Trustee Account.
The sole signatories for such accounts shall be designated by the Administrative
Trustees, except that the Property Trustee shall designate the signatories for
the Property Trustee Account.

SECTION 11.4    Withholding.
                -----------

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

                                  ARTICLE XII
                             AMENDMENTS AND MEETINGS

SECTION 12.1    Amendments.
                ----------

     (a) Except as otherwise provided in this Declaration (including Section 8
of Annex I hereto) or by any applicable terms of the Securities, this
Declaration may only be amended by a written instrument approved and executed by
the Administrative Trustees (or, if there are more than two Administrative
Trustees, a majority of the Administrative Trustees); and

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

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

     (b) No amendment shall be made, and any such purported amendment shall be
void and ineffective, unless the Property Trustee shall have first received: (A)
an Officers' Certificate from each of the Trust and the Sponsor that such
amendment is permitted by, and conforms to, the terms of this Declaration
(including the terms of the Securities); and (B) an Opinion of Counsel (who may
be counsel to the Sponsor or the Trust) that such amendment is permitted by, and
conforms to, the terms of this Declaration (including the terms of the
Securities) and that all conditions precedent, if any, in this Declaration to
the execution and delivery of such amendment have been satisfied.


                                       -47-

<PAGE>

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

     (d) Except as provided in subsection (f) of this Section 12.1, this Section
12.1 shall not be amended without the consent of all of the Holders.

     (e) Article Four shall not be amended without the consent of the Holders of
a Majority in Liquidation Amount of the Common Securities.

     (f) The rights of the Holders of the Common Securities under Article Five
to increase or decrease the number of, and appoint and remove Trustees shall not
be amended without the consent of the Holders of a Majority in Liquidation
Amount of the Common Securities.

     (g) This Declaration may be amended without the consent of the Holders:

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

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

          (iii) to evidence, pursuant to Section 5.7 hereof, the acceptance of
the appointment of a successor Trustee or to fill a vacancy created by an
increase in the number of Administrative Trustees; or

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

provided, however, that in the case of paragraph (i) or (ii) above, such action
shall not adversely affect in any material respect the interests of the Holders,
and any such amendments of this Declaration shall become effective when notice
thereof is given to the Holders.

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

     (a) Meetings of the Holders of any class of Securities may be called at any
time by the Administrative Trustees (or as provided in the terms of the
Securities) to consider and act on any matter on which Holders of such class of
Securities are entitled to act under the terms of this Declaration, the terms of
the Securities or the rules of any stock exchange or other quotation system on
which the Preferred Securities are listed or admitted for trading or quotation.
The Administrative Trustees shall call a meeting of the Holders of such class if
directed to do so by the Holders of at least 25% in Liquidation Amount of such
class of Securities. Such direction shall be given by delivering to the
Administrative Trustees one or more notices in writing stating


                                       -48-

<PAGE>

that the signing Holders wish to call a meeting and indicating the general or
specific purpose for which the meeting is to be called; provided, however, that,
for purposes of determining pursuant to the immediately preceding sentence
whether notices in writing have been given by 25% in Liquidation Amount of such
class of Securities, only those notices given within any period of sixty (60)
days may be aggregated and, provided, further, that any Holders calling a
meeting shall specify in writing the Security certificates held by the Holders
exercising the right to call a meeting and only those Securities specified shall
be counted for purposes of determining whether notices in writing have been
given by 25% in Liquidation Amount of such class of Securities.

     (b) Except to the extent otherwise provided in the terms of the Securities
or, in the case of the Preferred Securities, by the rules of any stock exchange
or other quotation system on which the Preferred Securities are listed or
admitted for trading or quotation, the following provisions shall apply to
meetings of Holders:

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

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

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

          (iv) unless otherwise provided by the Business Trust Act, this
Declaration, the terms of the Securities, the Trust Indenture Act or the rules
of any stock exchange or other quotation system on which the Preferred
Securities are then listed for trading or quotation, the Administrative
Trustees, in their sole discretion, shall establish all other provisions
relating to meetings of Holders, including notice of the time, place or purpose
of any meeting at which any


                                       -49-

<PAGE>

matter is to be voted on by any Holders, waiver of any such notice, action by
consent without a meeting, the establishment of a record date, quorum
requirements, voting in Person or by proxy or any other matter with respect to
the exercise of any such right to vote.

                                  ARTICLE XIII
                      REPRESENTATIONS OF PROPERTY TRUSTEE
                              AND DELAWARE TRUSTEE

SECTION 13.1    Representations and Warranties of Property Trustee.
                --------------------------------------------------

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

     (a) the Property Trustee is a national banking association or a bank or
trust company organized under the laws of any State of the United States or the
District of Columbia, duly organized, validly existing and in good standing
under the laws of its jurisdiction of organization, in any case with trust
powers and authority to execute and deliver, and to carry out and perform its
obligations under the terms of, this Declaration;

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

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

     (d) no consent, approval or authorization of, or registration with or
notice to, any applicable state or federal banking authority is required for the
execution, delivery or performance by the Property Trustee of this Declaration;
and

     (e) the Property Trustee satisfies the requirements set forth in Section
5.3(a).

SECTION 13.2    Representations and Warranties of Delaware Trustee.
                --------------------------------------------------

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


                                       -50-

<PAGE>

     (a) The Delaware Trustee is a national banking association or a bank or
trust company organized under the laws of any State of the United States or the
District of Columbia, duly organized, validly existing and in good standing
under the laws of its jurisdiction of organization, in any case with power and
authority to execute and deliver, and to carry out and perform its obligations
under the terms of, this Declaration;

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

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

     (d) The Delaware Trustee is an entity that has its principal place of
business in the State of Delaware and is a Person that satisfies for the Trust
the requirements of section 3807(a) of the Business Trust Act.

                                  ARTICLE XIV
                                  MISCELLANEOUS

SECTION 14.1    Notices.
                -------

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

     (a) if given to the Trust, in care of the Administrative Trustees at the
Trust's mailing address set forth below (or such other address as the Trust may
give notice of to the Property Trustee, the Delaware Trustee and the Holders):

     Halliburton Capital Trust I
     c/o Halliburton Company
     3600 Lincoln Plaza
     500 North Akard Street
     Dallas, Texas 75201-3391
     Attention:  Executive Vice President and General Counsel
     Telecopy:  (214) 978-2783

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

     Chase Manhattan Bank USA, National Association


                                       -51-

<PAGE>

     500 Stanton Christiana Road
     Building 4 - 3rd Floor
     Newark, Delaware 19713
     Attention: Corporate Trust Department
     Telecopy: ________

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

     JPMorgan Chase Bank
     600 Travis, 8th Floor
     Houston, Texas 77002
     Attention: Corporate Trust Department
     Telecopy: ________

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

     Halliburton Company
     3600 Lincoln Plaza
     500 North Akard Street
     Dallas, Texas 75201-3391
     Attention:  Executive Vice President and General Counsel
     Telecopy:  (214) 978-2783

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

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

SECTION 14.2    GOVERNING LAW.
                -------------

THIS DECLARATION AND THE RIGHTS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY
AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE AND ALL
RIGHTS AND REMEDIES SHALL BE GOVERNED BY SUCH LAWS WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICT OF LAWS OF THE STATE OF DELAWARE OR ANY OTHER
JURISDICTION THAT WOULD CALL FOR THE APPLICATION OF THE LAW OF ANY JURISDICTION
OTHER THAN THE STATE OF DELAWARE; PROVIDED, HOWEVER, THAT THERE SHALL NOT BE
APPLICABLE TO THE PARTIES HEREUNDER OR THIS DECLARATION ANY PROVISION OF THE
LAWS (STATUTORY OR COMMON) OF THE STATE OF DELAWARE PERTAINING TO TRUSTS THAT
RELATE TO OR REGULATE, IN A


                                       -52-

<PAGE>

MANNER INCONSISTENT WITH THE TERMS HEREOF (A) THE FILING WITH ANY COURT OR
GOVERNMENTAL BODY OR AGENCY OF TRUSTEE ACCOUNTS OR SCHEDULES OF TRUSTEE FEES AND
CHARGES, (B) AFFIRMATIVE REQUIREMENTS TO POST BONDS FOR TRUSTEES, OFFICERS,
AGENTS OR EMPLOYEES OF A TRUST, (C) THE NECESSITY FOR OBTAINING COURT OR OTHER
GOVERNMENTAL APPROVAL CONCERNING THE ACQUISITION, HOLDING OR DISPOSITION OF REAL
OR PERSONAL PROPERTY, (D) FEES OR OTHER SUMS PAYABLE TO TRUSTEES, OFFICERS,
AGENTS OR EMPLOYEES OF A TRUST, (E) THE ALLOCATION OF RECEIPTS AND EXPENDITURES
TO INCOME OR PRINCIPAL, (F) RESTRICTIONS OR LIMITATIONS ON THE PERMISSIBLE
NATURE, AMOUNT OR CONCENTRATION OF TRUST INVESTMENTS OR REQUIREMENTS RELATING TO
THE TITLING, STORAGE OR OTHER MANNER OF HOLDING OR INVESTING TRUST ASSETS OR (G)
THE ESTABLISHMENT OF FIDUCIARY OR OTHER STANDARDS OF RESPONSIBILITY OR
LIMITATIONS ON THE ACTS OR POWERS OF TRUSTEES THAT ARE INCONSISTENT WITH THE
LIMITATIONS OR LIABILITIES OR AUTHORITIES AND POWERS OF THE TRUSTEES HEREUNDER
AS SET FORTH OR REFERENCED IN THIS TRUST AGREEMENT. SECTION 3540 OF TITLE 12 OF
THE DELAWARE CODE SHALL NOT APPLY TO THE TRUST.

SECTION 14.3    Intention of the Parties.
                ------------------------

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

SECTION 14.4    Headings.
                --------

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

SECTION 14.5    Successors and Assigns.
                ----------------------

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

SECTION 14.6    Partial Enforceability.
                ----------------------

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

SECTION 14.7    Counterparts.
                ------------

     This Declaration may contain more than one counterpart of the signature
page and this Declaration may be executed by the affixing of the signature of
each of the Trustees and the


                                       -53-

<PAGE>

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

SECTION 14.8    No Recourse.
                -----------

     The Trust's obligations hereunder are intended to be the obligations of the
Trust and no recourse for the payment of Distributions on, and the Redemption
Price of, Securities, as applicable, or for any claim upon the Securities or
otherwise in respect thereof, shall be had against any Trustee, any Holder of
Preferred Securities or any Affiliate of a Holder of Preferred Securities,
solely by reason of such Person being a Trustee, a Holder of Preferred
Securities or an Affiliate of a Holder of Preferred Securities, it being
understood that the Holders of Preferred Securities, solely by reason of being a
Holder of Preferred Securities, have limited liability (in accordance with the
provisions of the Business Trust Act) for the liabilities and obligations of the
Trust. Nothing contained in this Section 14.8 shall be construed to limit the
exercise or enforcement, in accordance with the terms of this Declaration, the
Preferred Securities Guarantee, the Common Securities Guarantee and the
Indenture, of rights and remedies against the Trust or the Sponsor.


                                       -54-

<PAGE>

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

                                          ___________, as Administrative Trustee

                                          ______________________________________

                                          ___________, as Administrative Trustee

                                          ______________________________________

                                          ___________, as Administrative Trustee

                                          CHASE MANHATTAN BANK USA,
                                          NATIONAL ASSOCIATION,
                                          as Delaware Trustee

                                          By:___________________________________

                                          Name:_________________________________

                                          Title:________________________________

                                          JPMORGAN CHASE BANK,
                                          as Property Trustee

                                          By:___________________________________

                                          Name:_________________________________

                                          Title:________________________________

                                          HALLIBURTON COMPANY,
                                          as Sponsor and Debenture Issuer

                                          By:___________________________________

                                          Name:_________________________________

                                          Title:________________________________


                                       -55-

<PAGE>

                                     ANNEX I

                                    TERMS OF
                           ____% PREFERRED SECURITIES
                             ____% COMMON SECURITIES

Pursuant to Section 7.1 of the Amended and Restated Declaration of Trust, dated
as of [        ] (as amended from time to time, the "Declaration"), the
designation, rights, privileges, restrictions, preferences and other terms and
provisions of the Preferred Securities and the Common Securities (collectively,
the "Securities") are set out below (each capitalized term used but not defined
herein has the meaning set forth in the Declaration or, if not defined in such
Declaration, as defined in the Indenture):

Section 1.      Designation and Number.
                ----------------------

     (a) Preferred Securities. [     ] Preferred Securities of the Trust, with
an aggregate Liquidation Amount with respect to the assets of the Trust of
[     ] dollars ($[     ]), and with a Liquidation Amount with respect to the
assets of the Trust of $ per Security, are hereby designated for the purposes of
identification only as "[ ]% [Preferred Securities]" (the "Preferred
Securities"). The certificates evidencing the Preferred Securities shall be
substantially in the form of Exhibit A-1 to the Declaration, with such changes
and additions thereto or deletions therefrom as may be required by ordinary
usage, custom or practice or to conform to the rules of any stock exchange or
other quotation system on which the Preferred Securities are listed or admitted
for trading or quotation.

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

Section 2.      Distributions.
                -------------

     (a) Distributions payable on each Security will be fixed at a rate per
annum of [     ]% (the "Coupon Rate") of the Liquidation Amount of $[ ] per
Security (the "Liquidation Amount"), such rate being the rate of interest
payable on the Debentures to be held by the Property Trustee. Distributions in
arrears for more than one [semi-annual] period will bear additional
distributions thereon compounded [semi-annually] at the Coupon Rate (to the
extent permitted by applicable law). The term "Distributions", as used herein,
includes any such additional distributions unless otherwise stated. A
Distribution is payable only to the extent that payments are made in respect of
the Debentures held by the Property Trustee and to the extent the Property
Trustee has funds on hand legally available therefor.

     (b) Distributions on the Securities will be cumulative, will accumulate
from the most recent date to which Distributions have been paid or, if no
Distributions have been paid, from


                                       Annex I-1

<PAGE>

and including [     ], but excluding the related Distribution Date (as defined
below) or the date of redemption, and will be payable [semi-annually] in arrears
on [     ] and [     ] of each year, commencing on [     ], except as otherwise
described below. The amount of Distributions payable for any period will be
computed on the basis of a 360-day year consisting of twelve 30-day months and
for any period of less than a full calendar month on the basis of the actual
number of days elapsed in such month. If any date on which Distributions are
payable on the Securities is not a Business Day, then payment of the
Distribution payable on such date shall be made on the next succeeding day that
is a Business Day (and without any interest or other payment in respect of any
such delay), except that, if such Business Day is in the next succeeding
calendar year, such payment shall be made on the immediately preceding Business
Day, 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 the foregoing, a "Distribution Date").

     (c) [So long as no Event of Default (as defined in the Indenture) has
occurred and is continuing, the Debenture Issuer has the right under the
Indenture to defer the payment of interest on the Debentures by extending the
interest payment period at any time and from time to time for a period not
exceeding [ ] consecutive [semi-annual] periods, including the first such
[semi-annual] period during such period (each an "Extension Period"), provided
that no Extension Period shall extend beyond the Maturity Date of the
Debentures. Distributions will be deferred during any Extension Period.
Notwithstanding such deferral, Distributions to which Holders are entitled shall
continue to accumulate additional Distributions thereon (to the extent permitted
by applicable law but not at a rate greater than the rate at which interest is
then accruing on the Debentures) at the Coupon Rate compounded [semi-annually]
from the relevant Distribution Dates during any Extension Period. Prior to the
expiration of any Extension Period, the Debenture Issuer may further defer
payments of interest by further extending such Extension Period; provided that
such Extension Period, together with all previous and further extensions, if
any, within such Extension Period, may not exceed [ ] consecutive [semi-annual]
periods, including the first [semi-annual] period during such Extension Period,
or extend beyond the Maturity Date of the Debentures. Upon the expiration of any
Extension Period and the payment of all amounts then due, the Debenture Issuer
may commence a new Extension Period, subject to the above requirements.
[Payments of Distributions that have accumulated but not been paid during any
Extension Period will be payable to Holders as they appear on the books and
records of the Trust on the record date for the first scheduled Distribution
Date following the expiration of such Extension Period and prior to the
commencement of any new Extension Period.] The Debenture Issuer must give the
Property Trustee, the Administrative Trustees and the Debenture Trustee notice
of its election of any Extension Period or any extension thereof at least one
Business Day prior to the earlier of (i) the date the Distributions on the
Preferred Securities would have been payable except for the election to begin or
extend such Extension Period and (ii) the date the Administrative Trustees are
required to give notice to any securities exchange or other quotation system or
to Holders of the Preferred Securities of the record date or the date such
Distributions are payable, but in any event not less than one Business Day prior
to such record date. There is no limitation on the number of times that the
Debenture Issuer may elect to begin an Extension Period.]

     (d) Distributions on the Securities will be payable to the Holders thereof
of record as they appear on the books and records of the Trust on the record
dates, which shall be [the


                                       Annex I-2

<PAGE>

Business Day prior to the relevant Distribution date as long as the Preferred
Securities are held in global form by a Clearing Agency, and the 15th day of the
last month in each distribution period (even if not a Business Day) if the
Preferred Securities are issued in certificated form]. Subject to any applicable
laws and regulations and the provisions of the Declaration, each such payment in
respect of the Preferred Securities will be made as follows: (i) if the
Preferred Securities are held in global form by a Clearing Agency (or its
nominee), in accordance with the procedures of the Clearing Agency or, (ii) if
the Preferred Securities are held in definitive form, by check mailed to the
address of the Holder thereof as reflected in the records of the Registrar
unless otherwise agreed by the Trust. The relevant record dates for the Common
Securities shall be the same as the record dates for the Preferred Securities.
Distributions payable on any Securities that are not punctually paid on any
Distribution Date will cease to be payable to the Holder on the relevant record
date, and such defaulted Distribution will instead be payable to the Person in
whose name such Securities are registered on the special record date or other
specified date determined in accordance with the Indenture.

     [(e) In the event of an election by the Holder to convert its Securities
through the Exchange Agent into [other securities] pursuant to the terms of the
Securities as set forth in this Annex I to the Declaration, no payment,
allowance or adjustment shall be made with respect to accumulated and unpaid
Distributions on such Securities, or be required to be made; provided that
Holders of Securities at the close of business on any record date for the
payment of Distributions will be entitled to receive the Distributions payable
on such Securities on the corresponding payment date notwithstanding the
conversion of such Securities into [other securities] following such record
date.]

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

Section 3.      Liquidation Distribution Upon Dissolution.
                -----------------------------------------

     (a) [The Sponsor shall have the right to dissolve the Trust at any time and
to cause its affairs to be wound up, all in accordance with paragraph (iii) of
subsection (a) of Section 8.1 of the Declaration, and, after satisfaction of the
liabilities of the Trust to its creditors, to cause the Debentures to be
distributed to the Holders of the Trust Securities in liquidation of the Trust].

     (b) In the event of any dissolution of the Trust pursuant to paragraph
(a)(i), (ii), (iv) or (vi) of Sections 8.1 of the Declaration, the Trust shall
be liquidated by the Administrative Trustees as expeditiously as the
Administrative Trustees determine to be possible by distributing, after
satisfaction of liabilities to creditors of the Trust as provided by applicable
law, to the Holders of the Securities a Like Amount (as defined below) of the
Debentures, unless such Distribution is determined by the Property Trustee not
to be practicable, in which event such Holders will be entitled to receive out
of the assets of the Trust legally available for Distribution to Holders, after
satisfaction of liabilities to creditors of the Trust as provided by applicable
law, an amount equal to the aggregate of the Liquidation Amount of $ per
Security plus accumulated and unpaid Distributions thereon to the date of
payment (such amount being the "Liquidation Distribution").


                                       Annex I-3

<PAGE>

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

     (c) On the date fixed by the Administrative Trustees for any distribution
of Debentures following dissolution of the Trust: (i) the Trust will transfer or
cause to be transferred to the Clearing Agency or its nominee, as the Holder of
the Securities, a registered global certificate or certificates representing the
Debentures to be delivered upon such distribution in exchange for and redemption
of a Like Amount of the Securities; (ii) the Trust will transfer or cause to be
transferred to the Debenture Trustee, for the benefit of Holders of any
certificated Securities not held by the Clearing Agency or its nominee, a Like
Amount of Debentures to be authenticated by the Debenture Trustee and delivered
to the Holders of such certificated Securities upon surrender thereof to the
Debenture Trustee in exchange for the Debentures and in redemption of such
Securities; and (iii), from and after such date, the Securities so exchanged and
redeemed will no longer be deemed to be outstanding. Any certificated Securities
shall be deemed to represent beneficial interests in a Like Amount of
Debentures, which Debentures shall bear accrued and unpaid interest in an amount
equal to the accumulated and unpaid Distributions on such Securities, to the
extent that a Like Amount of Debentures has been delivered to the Debenture
Trustee pursuant to clause (ii) of this paragraph for the benefit of the Holders
of such Securities until such Securities are surrendered to the Debenture
Trustee or its agent for cancellation.

     (d) If, upon any such liquidation, the Liquidation Distribution can be paid
only in part because the Trust has insufficient assets on hand legally available
to pay in full the aggregate Liquidation Distribution, then the amounts payable
directly by the Trust on the Securities shall be paid on a Pro Rata basis.

Section 4.      Redemption and Distribution.
                ---------------------------

     (a) Upon the repayment of the Debentures on the Maturity Date thereof [or
redemption thereof (in whole or in part) prior thereto in accordance with the
terms thereof], the proceeds from such repayment or redemption shall be
simultaneously applied by the Property Trustee (subject to the Property Trustee
having received notice no later than 45 days prior to such repayment or
redemption) to redeem a Like Amount of the Securities at a redemption price
equal to (i) in the case of the repayment of the Debentures on the Maturity
Date, the Maturity Redemption Price (as defined below), [(ii) in the case of the
optional redemption of the Debentures prior to [ ] upon the occurrence and
continuation of a [Special Event] (as defined below), the Special Event
Redemption Price (as defined below)] and [(iii) in the case of the optional
redemption of the Debentures other than as contemplated in clause (ii) above,
the Optional Redemption Price (as defined below)]. The [Maturity Redemption
Price, the Special Event Redemption Price and the Optional Redemption Price] are
referred to collectively as the "Redemption Price."

     (b) Definitions:


                                       Annex I-4

<PAGE>

          (i) The "Maturity Redemption Price" shall mean a price equal to 100%
of the Liquidation Amount of the Securities to be redeemed plus accumulated and
unpaid Distributions thereon, if any, to the date of redemption.

          (ii) "Optional Redemption Price" shall mean a price equal to the
percentage of the Liquidation Amount of Securities to be redeemed plus
accumulated and unpaid Distributions thereon, if any, to the date of such
redemption if redeemed during the 12 month period beginning on [      ] of each
of the years indicated below:

                Year                           Percentage
                                                    %

and thereafter at 100% of the Liquidation Amount of Securities to be redeemed.].

          (iii) ["Special Event" shall mean                                   .]

          (iv) "Special Event Redemption Price" shall mean a price equal to
[       ], plus, in either case, accumulated and unpaid Distributions thereon,
if any, to the date of such redemption (including Compounded Interest and
Additional Sums, if any).

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

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

          (i) Notice of any redemption of, or notice of distribution of
Debentures in exchange for, the Securities (a "Redemption/Distribution Notice")
shall be given by the Trust by mail to each Holder of Securities to be redeemed
or exchanged not fewer than 30 nor more than 60 days before the date fixed for
redemption or exchange thereof (the "Redemption/Distribution Date"). In
connection with any redemption of, or distribution of Debentures in exchange
for, Securities, the Administrative Trustees shall fix the
Redemption/Distribution Date. For purposes of this paragraph (i), a
Redemption/Distribution Notice shall be deemed to be given on the day such
notice is first mailed by first-class mail, postage prepaid, to Holders. Each
Redemption/Distribution Notice shall be addressed to the Holders at the address
of each such Holder appearing in the books and records of the Trust and shall
advise the Holders of the pending redemption of, or distribution of Debentures
in exchange for, Securities, the Redemption/Distribution Date and, if less than
all the Securities are to be redeemed, the CUSIP numbers or other identifying
information with respect to the Securities to be redeemed. No defect in the
Redemption/Distribution Notice or in the mailing of either thereof with respect
to any Holder shall affect the validity of the redemption or exchange
proceedings with respect to any other Holder.


                                       Annex I-5

<PAGE>

          (ii) If fewer than all the outstanding Securities are to be redeemed,
the Securities to be redeemed shall be redeemed Pro Rata from each Holder, it
being understood that, in respect of Preferred Securities registered in the name
of and held of record by a Clearing Agency or its nominee, the distribution of
the proceeds of such redemption will be made to the Clearing Agency or its
nominee and disbursed by such Clearing Agency in accordance with the procedures
of such agency or nominee.

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

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

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


                                       Annex I-6

<PAGE>

accumulate from such Redemption/Distribution Date to the actual date of payment
and (B) the actual payment date will be considered the Redemption/Distribution
Date for purposes of calculating the Redemption Price.

          (vi) Subject to the foregoing and applicable law (including United
States federal securities laws), the Sponsor or any of its Affiliates may at any
time and from time to time purchase outstanding Preferred Securities by tender,
in the open market or by private agreement.

Section 5.      [Exchange Rights.
                 ---------------

     The Holders shall have the right at any time, beginning
through the close of business on                 (or, in the case of Securities
called for redemption, prior to the close of business on the Business Day prior
to the Redemption/Distribution Date), at their option, to cause the Exchange
Agent to exchange Securities, on behalf of the converting Holders, for [other
Sponsor securities] in the manner described herein on and subject to the
following terms and conditions:

     (a) The Securities will be exchangeable at the office of the Exchange Agent
into fully paid and nonassessable [other Sponsor securities] pursuant to the
Holder's direction to the Exchange Agent [in the form of Exhibit      hereto] to
exchange such Securities for a portion of the Debentures theretofore held by the
Trust on the basis of one Security per $ principal amount of Debentures (the
"Exchange Rate"), and immediately convert such amount of Debentures into fully
paid and nonassessable [other Sponsor securities] at an initial rate of per $
principal amount of Debentures (which is equivalent to a conversion price of $
per [other Sponsor security], subject to certain adjustments set forth in
[Article XIII] of the Indenture (as so adjusted, the "Conversion Price")).

     (b) In order to exchange Securities for [other Sponsor securities], the
Holder shall submit to the Exchange Agent at the office referred to above an
irrevocable request to exchange Securities on behalf of such Holder (the
"Exchange Request"), together, if the Securities are in certificated form, with
such certificates. The Exchange Request shall (i) set forth the number of
Securities to be exchanged and the name or names, if other than the Holder, in
which the [other Sponsor securities] should be issued and (ii) direct the
Exchange Agent (a) to exchange such Securities for a portion of the Debentures
held by the Trust (at the Exchange Rate) and (b) immediately to convert such
Debentures on behalf of such Holder into [other Sponsor securities] (at the
Conversion Price). The Exchange Agent shall notify the Trust of the Holder's
election to exchange Securities for a portion of the Debentures held by the
Trust (a "Notice of Exchange") and the Trust shall, upon receipt of the Notice
of Exchange, deliver to the Exchange Agent the appropriate principal amount of
Debentures for exchange in accordance with this Section. The Exchange Agent
shall thereupon notify the Sponsor of the Holder's election to convert such
Debentures into [other Sponsor securities]. Holders at the close of business on
a Distribution record date will be entitled to receive the Distribution payable
on such Securities on the corresponding Distribution payment date
notwithstanding the exchange of such Securities following such record date but
prior to such distribution payment date. Except as provided above, neither the
Trust nor the Sponsor will make, or be required to make, any payment, allowance
or adjustment upon any exchange of Securities on account of any accumulated and


                                       Annex I-7

<PAGE>

unpaid Distributions accrued on the Securities surrendered for exchange.
Securities shall be deemed to have been converted immediately prior to the close
of business on the day on which a Notice of Exchange relating to such Securities
is received by the Trust in accordance with the foregoing provision (the
"Exchange Date"). The Person or Persons entitled to receive [other Sponsor
securities] issuable upon conversion of the Debentures shall be treated for all
purposes as the record holder or holders of such [other Sponsor securities] at
such time. As promptly as practicable on or after the Exchange Date, the Sponsor
shall issue and deliver at the office of the Exchange Agent a certificate or
certificates for the number of full [other Sponsor securities] issuable upon
such conversion of Debentures, together with the cash payment, if any, in lieu
of any fraction of any share to the Person or Persons entitled to receive the
same, unless otherwise directed by the Holder in the Notice of Exchange and the
Exchange Agent shall distribute such certificate or certificates to such Person
or Persons.

     (c) Each Holder of a Security by his acceptance thereof appoints the
Property Trustee as Exchange Agent for the purpose of effecting the exchange of
Securities in accordance with this Section. In effecting the exchange and
transactions described in this Section, the Exchange Agent shall be acting as
agent of the Holders directing it to effect such exchange transactions. The
Exchange Agent is hereby authorized (i) to exchange Securities from time to time
for Debentures held by the Trust in connection with the exchange of such
Securities in accordance with this Section, (ii) to convert all or a portion of
the Debentures into [other Sponsor securities], (iii) thereupon to deliver such
[other Sponsor securities] in accordance with the provisions of this Section and
(iv) to deliver to the Trust a new Debenture or Debentures for any resulting
unconverted principal amount.

     (d) No fractional [other Sponsor securities] shall be issued as a result of
conversion of the Debentures, but, in lieu thereof, such fractional interest
will be paid in cash by the Sponsor to the Exchange Agent, which in turn will
make such payment to the Holder or Holders of the Securities exchanged for
Debentures.

     (e) The Sponsor shall at all times reserve and keep available out of its
authorized and unissued [other Sponsor securities], solely for issuance upon the
conversion of the Debentures, free from any preemptive or other similar rights,
such number of [other Sponsor securities] as shall from time to time be issuable
upon the conversion of all the Debentures then outstanding. Notwithstanding the
foregoing, the Sponsor shall be entitled to deliver upon conversion of
Debentures, [other Sponsor securities] reacquired and held in the treasury of
the Sponsor (in lieu of the issuance of authorized and unissued [other Sponsor
securities]), so long as any such treasury shares are free and clear of all
liens, charges, security interests or encumbrances. Any [other Sponsor
securities] issued upon conversion of the Debentures shall be duly authorized,
validly issued and fully paid and nonassessable. The Trust shall deliver the
[other Sponsor securities] received upon conversion of the Debentures to the
exchanging Holder, free and clear of all liens, charges, security interests and
encumbrances, except for United States withholding taxes. Each of the Sponsor
and the Trust shall prepare and shall use its best efforts to obtain and keep in
force such governmental or regulatory permits or other authorizations as may be
required by law, and shall comply with all applicable requirements as to
registration or qualification of [other Sponsor securities], in order to enable
the Sponsor lawfully to issue [other Sponsor securities] to the Trust upon
conversion of the Debentures and the Trust lawfully to deliver [other Sponsor
securities] to each Holder upon exchange of the Securities.


                                       Annex I-8

<PAGE>

     (f) The Sponsor shall pay any and all taxes that may be payable in respect
of the issue or delivery of the [other Sponsor securities] on conversion of
Debentures and the delivery of the [other Sponsor securities] by the Trust upon
exchange of the Securities. The Sponsor shall not, however, be required to pay
any tax that may be payable in respect of any transfer involved in the issue and
delivery of the [other Sponsor securities] in a name other than that in which
the Securities so exchanged were registered, and no such issue or delivery shall
be made unless and until the Person requesting such issue has paid to the Trust
the amount of any such tax or has established to the satisfaction of the Trust
that such tax has been paid.

     (g) Nothing in the preceding subsection (f) shall limit the requirement of
the Trust to withhold taxes pursuant to the terms of the Securities as set forth
in this Annex I to the Declaration or in the Declaration itself or otherwise
require the Property Trustee or the Trust to pay any amounts on account of such
withholdings.]

Section 6.      Voting Rights - Preferred Securities.
                ------------------------------------

     (a) Except as provided in subsection (b) of Sections 6 and Section 8 and as
otherwise required by law and the Declaration, the Holders of the Preferred
Securities will have no voting rights.

     (b) Subject to the requirements set forth in this subsection, the Holders
of a Majority in Liquidation Amount of all outstanding Preferred Securities,
voting separately as a class may, and the Trustees shall not, without obtaining
the prior approval of the Holders of a Majority in Liquidation Amount of all
outstanding Preferred Securities, (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 Debenture Trustee with respect to
the Debentures, (ii) waive any past default that is waivable under Section
5.7 of the Indenture, (iii) exercise any right to rescind or annul a
declaration of acceleration of the maturity of the principal of the Debentures
or (iv) consent to any amendment, modification or termination of the Indenture
or the Debentures, where such consent shall be required; provided, however,
that, where a consent or other action under the Indenture with respect to the
Debentures would require the consent or act of holders of all outstanding
Debentures, no consent or act shall be given or taken except by the Holders of
all outstanding Preferred Securities. The Trustees shall not revoke any action
previously authorized or approved by a vote of the Holders of the Preferred
Securities except by subsequent vote of such Holders. Subject to Section 2.7 of
the Declaration, the Property Trustee shall notify each Holder of Preferred
Securities of any notice of default with respect to the Debentures. In addition
to obtaining the foregoing approvals of such Holders of the Preferred
Securities, the Trustees shall, prior to taking any of the foregoing actions,
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 for
United States federal income tax purposes as a result of taking such action.

     (c) If an Event of Default has occurred and is continuing, the Property
Trustee and the Delaware Trustee may be removed at such time by the Holders of a
Majority in Liquidation Amount of the outstanding Preferred Securities. In no
event will the Holders of the Preferred Securities have the right to vote to
appoint, remove or replace the Administrative Trustees, which voting rights are
vested exclusively in the Sponsor as the Holder of the Common Securities.


                                       Annex I-9

<PAGE>

     (d) If an Event of Default under the Declaration has occurred and is
continuing and such event is attributable to the failure of the Debenture Issuer
to pay principal of or premium, if any, or interest on the Debentures on any due
date (including any interest payment date or redemption date or the maturity
date), then a Holder of Preferred Securities may directly institute a legal
proceeding against the Debenture Issuer for enforcement of payment to such
Holder of the principal of or premium, if any, or interest on a Like Amount of
Debentures (a "Direct Action") on or after the respective due date specified in
the Debentures. In connection with such Direct Action, the rights of the Holders
of the Common Securities shall be subrogated to the rights of such Holder of
Preferred Securities to the extent of any payment made by the Debenture Issuer
to such Holder of Preferred Securities in such Direct Action. Except as provided
in this paragraph, the Holders of Preferred Securities will not be able to
exercise directly any other remedy available to the holders of the Debentures.

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

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

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

Section 7.      Voting Rights - Common Securities.
                ---------------------------------

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



                                       Annex I-10

<PAGE>

     (b) Subject to Section 2.6 of the Declaration and only after the Event of
Default with respect to the Preferred Securities has been cured, waived, or
otherwise eliminated and subject to the requirements of the second to last
sentence of this paragraph, the Holders of a Majority in Liquidation Amount of
the Common Securities, voting separately as a class, may, and, without the
affirmative vote of the Holders of a Majority in Liquidation Amount of the
Common Securities, the Trustees will not, (i) direct the time, method and place
of conducting any proceeding for any remedy available to the Debenture Trustee
or executing any trust or power conferred on such Debenture Trustee with respect
to the Debentures, (ii) waive any past default that is waivable under Section
5.7 of the Indenture, (iii) exercise any right to rescind or annul a declaration
of acceleration of the maturity of the principal of the Debentures or (iv)
consent to any amendment, modification or termination of the Indenture or the
Debentures, where such consent shall be required; provided, however, that, where
a consent or other action under the Indenture with respect to the Debentures
would require the consent or act of holders of all outstanding Debentures, no
consent or act shall be given or taken except by the Holders of all outstanding
Common Securities. The Trustees shall not revoke any action previously
authorized or approved by a vote of the Holders of the Common Securities except
by subsequent vote of such Holders. The Property Trustee shall notify each
Holder of Common Securities of any notice of default with respect to the
Debentures. In addition to obtaining the foregoing approvals of such Holders of
the Common Securities, the Trustees shall, prior to taking any of the foregoing
actions, 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
for United States federal income tax purposes as a result of taking such action.

     (c) If an Event of Default under the Declaration has occurred and is
continuing and such event is attributable to the failure of the Debenture Issuer
to pay principal of or premium, if any, or interest on the Debentures on the due
date (including any interest payment date or redemption date or the maturity
date), then a Holder of Common Securities may institute a Direct Action for
enforcement of payment to such Holder of the principal of or premium, if any, or
interest on a Like Amount of Debentures on or after the respective due date
specified in the Debentures. Except as provided in this paragraph, the Holders
of Common Securities shall not be entitled to exercise directly any other remedy
available to the holders of the Debentures.

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

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


                                       Annex I-11

<PAGE>

Section 8.      Amendments to Declaration.
                -------------------------

     In addition to the circumstances and requirements set out in Section 12.1
of the Declaration, the Declaration may be amended by the Trustees and the
Sponsor with (i) the consent of Holders representing a Majority in Liquidation
Amount of all outstanding Securities and (ii) receipt by the Trustees of an
Opinion of Counsel to the effect that such amendment or the exercise of any
power granted to the Trustees in accordance with such amendment will not affect
the Trust's status as a grantor trust for United States federal income tax
purposes or the Trust's exemption from status as an investment company under the
Investment Company Act, provided, however, that, without the consent of each
Holder, the Declaration may not be amended (i) to change the amount or timing of
any Distribution on the Securities or otherwise adversely to affect the amount
of any Distribution required to be made in respect of the Securities as of a
specified date or (ii) to restrict the right of a Holder to institute suit for
the enforcement of any such payment on or after such date.

Section 9.      Pro Rata.
                --------

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

Section 10.     Ranking.
                -------

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

Section 11.     Acceptance of Preferred Securities Guarantee and Indenture.
                ----------------------------------------------------------

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

Section 12.     No Preemptive Rights.
                --------------------


                                       Annex I-12

<PAGE>

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

Section 13.     Miscellaneous.
                -------------

     These terms in this Annex I constitute a part of the Declaration. The
Sponsor will provide a copy of the Declaration, the Preferred Securities
Guarantee and the Indenture (including any supplemental indenture) to a Holder
without charge on written request to the Sponsor at its principal place of
business.


                                       Annex I-13

<PAGE>

                                   EXHIBIT A-1

                     FORM OF PREFERRED SECURITY CERTIFICATE
                           [FORM OF FACE OF SECURITY]

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

     UNLESS THIS PREFERRED SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE
TRUST OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
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., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]


                                       Exhibit A-1-1

<PAGE>

Certificate No. ______                    Number of Preferred Securities _______

CUSIP NO. ___________

                                   Certificate

                   Certificate Evidencing Preferred Securities

                                       of

                           Halliburton Capital Trust I

                            ___% Preferred Securities

              (Liquidation Amount $_______ per Preferred Security)

     Halliburton Capital Trust I, a statutory business trust created under the
laws of the State of Delaware (the "Trust"), hereby certifies that          (the
"Holder") is the registered owner of [$       in aggregate Liquidation Amount of
Preferred Securities of the Trust]/1/ [the aggregate Liquidation Amount of
Preferred Securities of the Trust specified in Schedule A hereto]/2/
representing undivided beneficial interests in the assets of the Trust
designated the Series        % Preferred Securities (Liquidation Amount $
per Preferred Security) (the "Preferred Securities"). Subject to the Declaration
(as defined below), the Preferred Securities are transferable on the books and
records of the Trust, in Person or by a duly authorized attorney, upon surrender
of this certificate duly endorsed and in proper form for transfer. The
designation, rights, privileges, restrictions, preferences and other terms and
provisions of the Preferred Securities represented hereby are issued and shall
in all respects be subject to the provisions of the Amended and Restated
Declaration of Trust of the Trust dated as of         ,    , as the same may be
amended from time to time (the "Declaration"), including the designation of the
terms of the Preferred Securities as set forth in Annex I to the Declaration.
Capitalized terms used but not defined herein shall have the meaning given them
in the Declaration. The Sponsor will provide a copy of the Declaration, the
Preferred Securities Guarantee, the Common Securities Guarantee (as may be
appropriate), and the Indenture (including any supplemental indenture) to a
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
and is entitled to the benefits thereunder and to the benefits of the Preferred
Securities Guarantee to the extent provided therein.

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

----------
/1/  Insert in Definitive Preferred Securities only.
/2/  Insert in Global Preferred Securities only.


                                       Exhibit A-1-2

<PAGE>

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

     Dated:  ______________

                                        HALLIBURTON CAPITAL
                                        TRUST I

                                        By:    _________________________________

                                        Name:  _________________________________
                                                    Administrative Trustee


                                       Exhibit A-1-3

<PAGE>

                PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                        JPMORGAN CHASE BANK,
                                        as Property Trustee

                                        By:    _________________________________
                                                     Authorized Signatory


                                       Exhibit A-1-4

<PAGE>

                          [FORM OF REVERSE OF SECURITY]

Distributions payable on each Preferred Security will be fixed at a rate per
annum of [ ]% (the "Coupon Rate") of the Liquidation Amount of $        per
Preferred Security, such rate being the rate of interest payable on the
Debentures to be held by the Property Trustee. Distributions in arrears for more
than one [semi-annual period] will bear interest thereon compounded
[semi-annually] at the Coupon Rate (to the extent permitted by applicable law).
The term "Distributions", as used herein, includes such cash distributions and
any such interest payable unless otherwise stated. A Distribution is payable
only to the extent that payments are made in respect of the Debentures held by
the Property Trustee and to the extent the Property Trustee has funds on hand
legally available therefor.

Distributions on the Preferred Securities will be cumulative, will accumulate
from and including the most recent date to which Distributions have been paid
or, if no Distributions have been paid, from and including [        ], [    ]
to but excluding the related Distribution Date or any date fixed for redemption,
and will be payable [semi-annually] in arrears on [      ] and [      ] of each
year, commencing on [        ], [    ], except as otherwise described below and
in the Declaration. Distributions will be computed on the basis of a 360-day
year consisting of twelve 30-day months and, for any period of less than a full
calendar month, the number of days elapsed in such month.

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

[Subject to the conditions set forth in the Declaration and the Indenture, the
Property Trustee shall, at the direction of the Sponsor, at any time dissolve
the Trust and, upon satisfaction of the liabilities to creditors of the Trust as
provided by law, cause the Debentures to be distributed to


                                       Exhibit A-1-5

<PAGE>

the holders of the Securities in liquidation of the Trust [or, simultaneously
with any redemption of the Debentures, cause a Like Amount of the Securities to
be redeemed by the Trust.]

[The Preferred Securities shall be redeemable as provided in the Declaration.]

[The Preferred Securities shall be exchangeable for Debentures which, in turn,
are convertible into [          ] as provided in the Declaration and the
Indenture.]


                                       Exhibit A-1-6

<PAGE>

     ASSIGNMENT FOR VALUE RECEIVED, the undersigned assigns and transfers this
Preferred Security Certificate to:______________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

________________________________________________________________________________

________________________________________________________________________________

(Insert address and zip code of assignee) and irrevocably appoints _____________

________________________________________________________________________________

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

Date:       ____________________________

Signature:  ____________________________

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

Signature Guarantee***

----------

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


                                       Exhibit A-1-7

<PAGE>

                                  SCHEDULE A*

     The initial number of Preferred Securities evidenced by the Certificate to
which this Schedule is attached is (having an aggregate Liquidation Amount of $
). The notations in the following table evidence decreases and increases in the
number of Preferred Securities evidenced by such Certificate.

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

----------
* Append to Global Preferred Securities only.


                                       Exhibit A-1-8

<PAGE>

                                   EXHIBIT A-2

                      FORM OF COMMON SECURITY CERTIFICATE*

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

     THE COMMON SECURITIES ARE NOT TRANSFERABLE EXCEPT AS DESCRIBED IN THE
DECLARATION (AS DEFINED BELOW).

Certificate No. ______                       Number of Common Securities _______

CUSIP NO. ___________

                                   Certificate

                    Certificate Evidencing Common Securities

                                       of

                           Halliburton Capital Trust I

                             ___% Common Securities

                (Liquidation Amount $_______ per Common Security)

     Halliburton Capital Trust I, a statutory business trust created under the
laws of the State of Delaware (the "Trust"), hereby certifies that          (the
"Holder") is the registered owner of $          in aggregate Liquidation Amount
of Common Securities of the Trust representing undivided beneficial interests in
the assets of the Trust designated the Series       % Common Securities
(Liquidation Amount $          per Common Security) (the "Common Securities").
Subject to the Declaration (as defined below), the Common Securities are
transferable on the books and records of the Trust, in Person or by a duly
authorized attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer. The designation, rights, privileges, restrictions,
preferences and other terms and provisions of the Common Securities represented
hereby are issued and shall in all respects be subject to the provisions of the
Amended and Restated Declaration of Trust of the Trust dated as of        ,    ,
as the same may be amended from time to time (the "Declaration"), including the
designation of the terms of the Common Securities as set forth in Annex I to the
Declaration. Capitalized terms used but not defined herein shall have the
meaning given them in the Declaration. The Sponsor will provide a copy of the
Declaration, the Preferred Securities Guarantee, the Common Securities Guarantee
and the Indenture (including any supplemental


                                       Exhibit A-2-1

<PAGE>

indenture) to a 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
and is entitled to the benefits thereunder and to the benefits of the Common
Securities Guarantee to the extent provided therein.

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

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

                                        Halliburton Capital Trust I

                                        By:
                                              __________________________________
                                        Name:
                                              __________________________________

                                              __________________________________
                                                   Administrative Trustee


                                       Exhibit A-2-2

<PAGE>

                          [FORM OF REVERSE OF SECURITY]

Distributions payable on each Common Security will be fixed at a rate per annum
of [   ]% (the "Coupon Rate") of the Liquidation Amount of $          per
Common Security, such rate being the rate of interest payable on the Debentures
to be held by the Property Trustee. Distributions in arrears for more than one
[semi-annual] period will bear interest thereon compounded semiannually at the
Coupon Rate (to the extent permitted by applicable law). The term
"Distributions", as used herein, includes such cash distributions and any such
interest payable unless otherwise stated. A Distribution is payable only to the
extent that payments are made in respect of the Debentures held by the Property
Trustee and to the extent the Property Trustee has funds available therefor.

Distributions on the Common Securities will be cumulative, will accumulate from
and including the most recent date to which Distributions have been paid or, if
no Distributions have been paid, from and including [         ], [    ] to but
excluding the related Distribution Date or any date fixed for redemption, and
will be payable [semi-annually] in arrears on [         ] and [    ] of each
year, commencing on [        ], [    ], except as otherwise described below and
in the Declaration. Distributions will be computed on the basis of a 360-day
year consisting of twelve 30 day months and, for any period of less than a full
calendar month, the number of days elapsed in such month.

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

[Subject to the conditions set forth in the Declaration and the Indenture, the
Property Trustee shall, at the direction of the Sponsor, at any time dissolve
the Trust and, upon satisfaction of the liabilities to creditors of the Trust as
provided by law, cause the Debentures to be distributed to the holders of the
Securities in liquidation of the Trust [or, simultaneously with any redemption
of the Debentures, cause a Like Amount of the Securities to be redeemed by the
Trust.]


                                       Exhibit A-2-3

<PAGE>

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

[The Common Securities shall be exchangeable for Debentures which, in turn,
shall be convertible into [         ] as provided in the Declaration and
Indenture.]

                                       Exhibit A-2-4