<PAGE>
                                                                    EXHIBIT 4.14

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                           NEWFIELD FINANCIAL TRUST II





                                     FORM OF

                      AMENDED AND RESTATED TRUST AGREEMENT


















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                         DATED AS OF __________, ______



<PAGE>


                                TABLE OF CONTENTS

<Table>

                                      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...................................7
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........................................8
SECTION 2.7     Event of Default; Notice........................................10

                                     ARTICLE III
                                    ORGANIZATION

SECTION 3.1     Name............................................................10
SECTION 3.2     Office..........................................................10
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 on 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..............................19
SECTION 3.11    Delaware Trustee................................................20
SECTION 3.12    Execution of Documents..........................................21
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.........................23
SECTION 4.2     Responsibilities of the Sponsor.................................23
SECTION 4.3     Right to Proceed................................................24
</Table>

                                       -i-

<PAGE>


<Table>

                                       ARTICLE V
                                        TRUSTEES

<S>             <C>                                                                 <C>
SECTION 5.1     Number of Trustees; Appointment of Co-Trustee.......................24
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............................................................28
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.......................................................29

                                      ARTICLE VII
                                 ISSUANCE OF SECURITIES

SECTION 7.1     General Provisions Regarding Securities.............................30
SECTION 7.2     Execution and Authentication........................................30
SECTION 7.3     Form and Dating.....................................................31
SECTION 7.4     Registrar and Paying Agent [and Conversion Agent]...................32
SECTION 7.5     Paying Agent to Hold Money in Trust.................................33
SECTION 7.6     Replacement Securities..............................................33
SECTION 7.7     Outstanding Preferred Securities....................................33
SECTION 7.8     Preferred Securities in Treasury....................................34
SECTION 7.9     Temporary Securities................................................34
SECTION 7.10    Exchange............................................................35
SECTION 7.11    Cancellation........................................................35
SECTION 7.12    CUSIP Numbers.......................................................35

                                      ARTICLE VIII
                                  DISSOLUTION OF TRUST

SECTION 8.1     Dissolution of Trust................................................36

                                       ARTICLE IX
                                 TRANSFER OF INTERESTS

SECTION 9.1     Transfer of Securities..............................................37
SECTION 9.2     Transfer Procedures and Restrictions................................37
SECTION 9.3     Deemed Security Holders.............................................38
</Table>

                                          -ii-

<PAGE>


<Table>


<S>             <C>                                                             <C>
SECTION 9.4     Book Entry Interests............................................39
SECTION 9.5     Notices to Clearing Agency......................................39
SECTION 9.6     Appointment of Successor Clearing Agency........................40

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

SECTION 10.1    Liability.......................................................40
SECTION 10.2    Exculpation.....................................................40
SECTION 10.3    Fiduciary Duty..................................................41
SECTION 10.4    Indemnification.................................................41
SECTION 10.5    Outside Businesses..............................................44
SECTION 10.6    Compensation; Fees..............................................44

                                     ARTICLE XI
                                     ACCOUNTING

SECTION 11.1    Fiscal Year.....................................................45
SECTION 11.2    Certain Accounting Matters......................................45
SECTION 11.3    Banking.........................................................45
SECTION 11.4    Withholding.....................................................46

                                     ARTICLE XII
                               AMENDMENTS AND MEETINGS

SECTION 12.1    Amendments......................................................46
SECTION 12.2    Meetings of the Holders; Action by Written Consent..............47

                                    ARTICLE XIII
                         REPRESENTATIONS OF PROPERTY TRUSTEE
                                AND DELAWARE TRUSTEE

SECTION 13.1    Representations and Warranties of Property Trustee..............48
SECTION 13.2    Representations and Warranties of Delaware Trustee..............49

                                     ARTICLE XIV
                                    MISCELLANEOUS

SECTION 14.1    Notices.........................................................50
SECTION 14.2    Governing Law...................................................51
SECTION 14.3    Intention of the Parties........................................52
SECTION 14.4    Headings........................................................52
SECTION 14.5    Successors and Assigns..........................................52
SECTION 14.6    Partial Enforceability..........................................52
SECTION 14.7    Counterparts....................................................52
SECTION 14.8    No Recourse.....................................................52
</Table>

                                      -iii-


<PAGE>



                                   SECTION OF
                     TRUST INDENTURE ACT OF 1939, SECTION OF
                              AS AMENDED INDENTURE
<Table>

<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 Trust Agreement and
shall not affect the interpretation of any of its terms or provisions.

                                      -iv-



<PAGE>


                          FORM OF AMENDED AND RESTATED

                                 TRUST AGREEMENT

                                       OF

                           NEWFIELD FINANCIAL TRUST II

         AMENDED AND RESTATED TRUST AGREEMENT (this "Trust Agreement") dated and
effective as of _______, ___, by the Trustees (as defined herein), the Sponsor
(as defined herein) and by the holders, from time to time, of undivided
beneficial interests in the assets of the Trust to be issued pursuant to this
Trust Agreement.

         WHEREAS, the Sponsor and certain of the Trustees established Newfield
Financial Trust II (the "Trust"), a trust created under the Delaware Business
Trust Act pursuant to a Trust Agreement dated as of August 28, 1998 (the
"Original Trust Agreement") and a Certificate of Trust filed with the Secretary
of State of the State of Delaware on August 28, 1998 for the sole purpose of
issuing and selling certain securities representing undivided beneficial
interests in the assets of the Trust and investing the proceeds thereof in
certain Debentures of the Debenture Issuer (each as hereinafter defined), and
engaging in only those other activities necessary, advisable or incidental
thereto; and

         WHEREAS, the parties hereto, by this Trust Agreement, amend and restate
each and every term and provision of the Original Trust Agreement;

         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 Trust Agreement 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 Trust Agreement, and
the parties hereto hereby amend and restate each and every term and provision of
the original Trust Agreement as follows:

                                    ARTICLE I
                         DEFINITIONS AND INTERPRETATION

SECTION 1.1       Definitions.

         Unless the context otherwise requires:

         (a) capitalized terms used in this Trust Agreement but not defined in
the preamble above have the respective meanings assigned to them in this Section
1.1;

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

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

<PAGE>


         (d) all references in this Trust Agreement to "Articles" and "Sections"
and "Annexes" and "Exhibits" are to Articles and Sections of and Annexes and
Exhibits to this Trust Agreement;

         (e) a term defined in the Trust Indenture Act has the same meaning when
used in this Trust Agreement unless otherwise defined in this Trust Agreement;
and

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

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

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

         "Agent" means any Paying Agent [,/or] 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 Houston, 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 Section 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 transfers and pledges 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 transfers and pledges of securities deposited with the
Clearing Agency.

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

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

         "Commission" means the United States Securities and Exchange Commission
as from time to time constituted, or if any time after the execution of this
Trust Agreement such Commission is


                                      -2-
<PAGE>


not existing and performing the duties now assigned to it under applicable
federal securities laws, then the body performing such duties at such time.

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

         "Common Securities Guarantee" means the guarantee agreement dated as of
__________, _____ of the Depositor 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 or agents of any
Administrative Trustee; and (d) any officer, employee or agent of the Trust or
its Affiliates.

         ["Conversion Agent" has 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 Trust Agreement is located at [5847 San Felipe, Suite 1050,
Houston, Texas 77057].

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

         "Debenture Issuer" means Newfield Exploration 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
dated as of _______, __ of the Trust in respect of the Debentures.

         "Debenture Trustee" means First Union National Bank, a national banking
association, 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.

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

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


                                      -3-
<PAGE>


         "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.

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

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

         "Fiscal Year" has the meaning set forth in Section 11.1.

         "Global Preferred Security" has the meaning set forth in Section
7.3(b).

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

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

         "Indenture" means the Indenture dated as of ______, ___, among the
Debenture Issuer and the Debenture Trustee, as 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.

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

         "Like Amount" has the meaning set forth in Section 3 of Annex I.

         "Liquidation Amount" has the meaning set forth in Section 2(a) of Annex
I.

         "List of Holders" has 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, who are the record owners of more than 50% of the
aggregate liquidation amount of all outstanding Securities of the relevant
class.


                                      -4-
<PAGE>


         "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
Chief Financial Officer, 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 Trust Agreement 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 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.

         "Paying Agent" has the meaning specified in Section 7.4.

         "Payment Amount" has 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" has the meaning specified in Section 7.1(a).

         "Preferred Securities Guarantee" means the guarantee agreement dated as
of ______, ___, by the Sponsor in respect of Preferred Securities.

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

         "Property Trustee Account" has 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.


                                      -5-
<PAGE>


         "Registrar" has 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 Trust Agreement 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 Newfield Exploration 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" has the meaning set forth in Section
7.10(a).

         "State" means any state of the United States of America and the
District of Columbia.

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

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

         "Successor Securities" has the meaning set forth in Section 3.15(b)(i).

         "Super Majority" has 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, who are the record owners of 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).


                                      -6-
<PAGE>


         "Trustee" or "Trustees" means each Person who has signed this Trust
Agreement 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 Trust Agreement is subject to the provisions of the Trust
Indenture Act that are required to be part of this Trust Agreement in order for
this Trust Agreement 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 that is a "trustee"
for the purposes of the Trust Indenture Act.

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

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

SECTION 2.2       Lists of Holders of Securities.

         (a) Each of the Sponsor and the Administrative Trustees on behalf of
the Trust shall provide the Property Trustee (unless the Property Trustee is
Registrar for the Securities) (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 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 Lists of Holders
given to it or which


                                      -7-
<PAGE>


it receives in its capacity as Paying Agent (if acting in such capacity),
provided that the Property Trustee may destroy any List of Holders previously
given to it on receipt of a new List of Holders.

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

SECTION 2.3       Reports by the Property Trustee.

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

SECTION 2.4       Periodic Reports to Property Trustee.

         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 Section 314 (if any) of the Trust Indenture Act
and the compliance certificate required by Section 314 of the Trust Indenture
Act in the form, in the manner and at the times required by Section 314(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 Trust Agreement that relate to any of
the matters set forth in Section 314(c) of the Trust Indenture Act. Any
certificate or opinion required to be given by an officer pursuant to Section
314(c)(1) 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 default or Event of Default in respect of the
Preferred Securities and its consequences, provided that, if the underlying
default or Event of Default under the Indenture:

                  (i) is not waivable under the Indenture, the default or Event
of Default under this Trust Agreement also shall 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 default or Event of Default
under this Trust Agreement 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.


                                      -8-
<PAGE>


The foregoing provisions of this Section 2.6(a) shall be in lieu of Section
316(a)(1)(B) of the Trust Indenture Act and such Section 316(a)(1)(B) of the
Trust Indenture Act is hereby expressly excluded from this Trust Agreement 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 Trust Agreement, but no such waiver shall extend to any
subsequent or other default or an 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 a default or 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 default or Event of Default with respect to
the Common Securities for all purposes of this Trust Agreement 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 default or Event of Default with respect to the
Common Securities and its consequences, provided that, if the underlying default
or 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 default or Event
of Default under the Trust Agreement as provided below in this Section 2.6(b),
the default or Event of Default under this Trust Agreement also shall 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 default or Event of Default under the Trust Agreement as provided
below in this Section 2.6(b), the default or Event of Default under the Trust
Agreement 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 Event of 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 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 Sections
316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act and such Sections
316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act are hereby expressly
excluded from this Trust Agreement 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 Trust Agreement, 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.


                                      -9-
<PAGE>


         (c) A waiver of a default or 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 default or Event of
Default under this Trust Agreement. The foregoing provisions of this Section
2.6(c) shall be in lieu of Section 316(a)(1)(B) of the Trust Indenture Act and
such Section 316(a)(1)(B) of the Trust Indenture Act is hereby expressly
excluded from this Trust Agreement 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 (or, if later, within 30 days
after a Responsible Officer has actual knowledge of a Default), 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 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 5.01(a) of (b) of the Indenture;
or

                  (ii) for 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 Trust Agreement shall have actual knowledge.

                                   ARTICLE III
                                  ORGANIZATION

SECTION 3.1       Name.

         The Trust is named "Newfield Financial Trust II" as such name may be
modified from time to time by the Administrative Trustees following written
notice to the Delaware Trustee, the 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 Newfield
Exploration Company, 363 N. Sam Houston Parkway E., Suite 2020, Houston, Texas
77060. On ten Business Days written notice to the Delaware Trustee, the Property
Trustee and the Holders of Securities, the Administrative Trustees may designate
another principal office.


                                      -10-
<PAGE>


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 Trust Agreement 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 Trust Agreement.

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 Trust Agreement,
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 Trust Agreement; 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

                  (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, to:

                  (i) file with the Commission a registration statement prepared
by the Sponsor on the appropriate form in relation to the Preferred Securities,
including any amendments thereto and


                                      -11-
<PAGE>


including any supplements or amendments to any form of prospectus included
therein, as permitted by the rules and regulations of the Commission;

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

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


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


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


                  (vi) 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 for the benefit of 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 Section 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;

         (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;


                                      -12-
<PAGE>


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

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

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

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

         (l) to act as, or appoint another Person to act as, Registrar 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 by extending the interest payment
period under 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 Trust Agreement or
with applicable law, that the Administrative Trustees determine in their
discretion to be necessary or desirable in carrying out the activities of the
Trust as set out in this Section 3.6, including, but not limited to:

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


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


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

         (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.


                                      -13-
<PAGE>


         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 Trust Agreement 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 on Actions by the Trust and the Trustees.

         (a) 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 Trust Agreement. 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 Trust Agreement 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 Trust Agreement or Annex
I hereto, (A) direct the time, method and place of conducting any proceeding
with respect to any remedy available to the Debenture Trustee, or exercising any
trust or power conferred upon the Debenture Trustee with respect to the
Debentures; (B) waive any past default that is waivable under the Indenture; (C)
exercise any right to rescind or annul any declaration that the principal of all
the Debentures shall be due and payable; or (D) consent to any amendment,
modification or termination of the Indenture or the Debentures if 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


                                      -14-
<PAGE>


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
Trust Agreement. The Property Trustee Account shall be an account that is
maintained with a banking institution the rating on whose 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 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.


                                      -15-
<PAGE>


         (e) If an Event of Default has occurred and is continuing, then the
Holders of a Majority in Liquidation Amount of Preferred Securities have the
right to direct the exercise of any trust or power conferred upon the Property
Trustee under this Trust Agreement, including the right to direct the Property
Trustee to exercise the remedies available to it as holder of the Debentures and
the Preferred Securities Guarantee. 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 has actual knowledge or the
Property Trustee's duties and obligations under this Trust Agreement 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 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 will not be able 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) 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 Section 317(a) of the Trust Indenture Act.

         (i) For such time as the Property Trustee is the Paying Agent, the
Property Trustee may authorize one or more Persons to act as additional Paying
Agents and to 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 Section 317(b) of the Trust Indenture Act. Any such additional
Paying Agent may be removed by the Property Trustee at any time the Property
Trustee remains as Paying Agent and a successor Paying Agent or additional
Paying Agents may be (but are


                                      -16-
<PAGE>


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
Trust Agreement 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
Trust Agreement and in the Securities and no implied covenants shall be read
into this Trust Agreement against the Property Trustee. If an Event of Default
has occurred (and 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 Trust Agreement, and shall
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 Trust Agreement shall be construed to relieve
the Property Trustee from liability for its own negligent action, its own
negligent failure to act or its own willful misconduct, except that:

                  (i) prior to the occurrence of an Event of Default and after
the curing or waiving of all such Events of Default that may have occurred: (A)
the duties and obligations of the Property Trustee shall be determined solely by
the express provisions of this Trust Agreement and in 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 Trust Agreement and in the
Securities, and no implied covenants or obligations shall be read into this
Trust Agreement 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 Trust Agreement;
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 Trust
Agreement;

                  (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;


                                      -17-
<PAGE>


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

                  (iv) no provision of this Trust Agreement 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 Trust Agreement 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 Trust Agreement 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 Trust Agreement, nor shall the Property
Trustee be liable for any default or misconduct of the Administrative Trustees
or the Sponsor.

         (c) It is expressly understood and agreed by the parties hereto that in
fulfilling its obligations as Property Trustee hereunder on behalf of the Trust
(i) any agreements or instruments executed and delivered by First Union National
Bank are executed and delivered not in its individual capacity but solely as
Property Trustee under this Trust Agreement in the exercise of the powers and
authority conferred and vested in it; (ii) each of the representations,
undertakings and agreements herein made on the part of the Trust is made and
intended not as representations, warranties, covenants, undertakings and
agreements by First Union National Bank in its individual capacity but is made
and intended for the purpose of binding only the Trust; and (iii) under no
circumstances shall First Union National Bank in its individual capacity be
personally liable for the payment of any indebtedness or expenses of the Trust
or be liable for the breach or failure of any obligation, representation,
warranty or covenant made or undertaken by the Trust under this Trust Agreement,


                                      -18-
<PAGE>


except if such breach or failure is due to any gross negligence or willful
misconduct of the Property Trustee.

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 Trust Agreement may be sufficiently evidenced by
an Officers' Certificate;

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

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

                  (vi) the Property Trustee shall have the right at any time to
seek instructions concerning the administration of this Trust Agreement from any
court of competent jurisdiction;

                  (vii) the Property Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this Trust Agreement 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;


                                      -19-
<PAGE>


                  (viii) 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;

                  (ix) 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;

                  (x) 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 Trust Agreement, both of which shall be
conclusively evidenced by the Property Trustee's or its agent's taking such
action;

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

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

                  (xiii) 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 Trust Agreement.

         (b) No provision of this Trust Agreement 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 Trust Agreement other than
Section 5.2, the Delaware Trustee shall not be entitled to exercise any powers,
nor shall the Delaware Trustee have


                                      -20-
<PAGE>


any of the duties and responsibilities of the Trustees (except as required under
the Business Trust Act) described in this Trust Agreement. Except as set forth
in Section 5.2, the Delaware Trustee shall be a Trustee for the sole and limited
purpose of fulfilling the requirements of Section 3807 of the Business Trust
Act. No implied covenants or obligations shall be read into this Trust Agreement
against the Delaware Trustee.

SECTION 3.12      Execution of Documents.

         Except as otherwise required by the Business Trust Act or this Trust
Agreement, 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.

SECTION 3.13 Not Responsible for Recitals or Issuance of Securities.

         The recitals contained in this Trust Agreement 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 Trust
Agreement or the Securities.

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 or
amalgamate with, 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 Trust Agreement 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
or amalgamate with, 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 Trust Agreement; 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;


                                      -21-
<PAGE>


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

                  (iii) the Successor Securities are listed or quoted, or any
Successor Securities will be listed or quoted upon notification of issuance, on
any national securities exchange or with another organization on which the
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 does 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 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 such Holders' interests in the new entity);

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

                  (vii) prior to such merger, conversion, consolidation,
amalgamation, replacement, conveyance, transfer or lease, the Sponsor has
received an opinion of an independent counsel to the Trust experienced in such
matters to the effect that: (A) such merger, conversion, consolidation,
amalgamation, replacement, conveyance, transfer or lease does not adversely
affect the rights, preferences and privileges of the Holders (including the
holders of any Successor Securities) in any material respect (other than with
respect to any dilution of the Holders' interest 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 or 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, amalgamate or 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


                                      -22-
<PAGE>


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 Trust Agreement pursuant to the Original Trust
Agreement, to prepare for filing by the Trust with the Commission and to execute
any Registration Statement (including a prospectus contained therein and any
prospectus supplement relating thereto), including any amendments thereto, as
contemplated by Section 3.6(b)(i);

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

         (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 on any securities exchange, quotation system or the
Nasdaq Stock Market's National Market;

         (d) if deemed necessary or desirable by the Sponsor, to prepare for and
execute for filing by the Trust with the Commission a registration statement on
Form 8-A, including any amendments thereto, relating to the registration of the
Preferred Securities under Section 12(b) of the Exchange Act;

         (e) if deemed necessary by the Sponsor and not performed by the Sponsor
prior to the date of this Trust Agreement pursuant to the Original Trust
Agreement, to negotiate the terms of an Underwriting Agreement providing for the
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 Trust Agreement pursuant to the Original Trust
Agreement, to negotiate the terms of the Debenture Subscription Agreement and
the Common Securities Subscription Agreement.


                                      -23-
<PAGE>


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 Trust Agreement 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 Company to pay
interest or principal on the Debentures, to institute a proceeding directly
against the Debenture Issuer for enforcement of its payment obligations on the
Debentures.

                                    ARTICLE V
                                    TRUSTEES

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

         The number of Trustees initially shall be [five] and:

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

         (b) after the issuance of any Securities, the number of Trustees may be
increased or decreased by vote of the Holders of a Majority in Liquidation
Amount of the Common Securities voting as a class at a meeting of the Holders of
the Common Securities; provided, however, that, the number of Trustees shall in
no event be less than two; 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 Trust Agreement is required to qualify as an indenture under
the Trust Indenture Act, and such Trustee may also serve as Delaware Trustee if
it meets the applicable requirements. Notwithstanding the above, unless an Event
of Default shall have occurred and be continuing, 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 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 Trust Agreement. If 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 that, if the Property


                                      -24-
<PAGE>


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) At all times there shall be one Trustee (the "Property Trustee")
that will act as Property Trustee and will:

                  (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, authorized under such laws
to exercise corporate trust powers, having a combined capital and surplus of at
least $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, then for the purposes of
this Section 5.3(a)(ii), the combined capital and surplus of such Person shall
be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published.

         (b) If at any time the Property Trustee shall cease to be eligible to
so act under Section 5.3(a), the Property Trustee shall immediately resign in
the manner and with the effect set forth in Section 5.7(c).

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

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

         (e) The initial Property Trustee shall be:

         First Union National Bank
         5847 San Felipe, Suite 1050
         Houston, Texas 77057
         Attention: Corporate Trust Department


                                      -25-
<PAGE>


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.

         The initial Administrative Trustees shall be:

         Terry W. Rathert

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

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

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

         (b) 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.

SECTION 5.6       Delaware Trustee.

         The initial Delaware Trustee shall be:

         First Union Trust Company, National Association

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

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

SECTION 5.7       Appointment, Removal and Resignation of Trustees.

         (a) Subject to Section 5.7(b) of this Trust Agreement and to Section
6(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) unless an Event of Default shall have occurred and be
continuing after the issuance of any Securities, by vote of the Holders of a
Majority in Liquidation Amount of the Common Securities voting as a class at a
meeting of the Holders of the Common Securities; and

                  (iii) 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


                                      -26-
<PAGE>


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 Trustee that acts as 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

                  (i) the Trustee that acts as 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.

         (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) The Holders of the Common Securities or, if an Event of Default
shall have occurred and be continuing after the issuance of the Securities, the
Holders of the Preferred Securities shall use their best efforts to promptly
appoint a Successor Delaware Trustee or Successor Property Trustee, as the case
may be, if the Property Trustee or the Delaware Trustee delivers an instrument
of resignation in accordance with this Section 5.7.

         (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, may petition any court of competent jurisdiction for appointment of
a Successor Property Trustee or Successor Delaware Trustee. Such court may
thereupon, after 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 the
acts or omissions to act of any Successor Property Trustee or Successor Delaware
Trustee, as the case may be.

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

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 Trust Agreement.

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 Trust Agreement, any action of the Administrative
Trustees may be taken at a meeting by vote of a majority of the Administrative
Trustees present (whether in person or by telephone) and eligible to vote with
respect to such matter, provided that a Quorum is present, or without a meeting
by the unanimous written consent of the Administrative Trustees. In the event
there is only one

                                      -28-
<PAGE>



one Administrative Trustee, any and all action of such Administrative Trustee
shall be evidenced by a written consent of such Administrative Trustee.

SECTION 5.11      Delegation of Power.

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

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

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

                                   ARTICLE VI
                                  DISTRIBUTIONS

SECTION 6.1       Distributions.

         Holders shall receive Distributions in accordance with the applicable
terms of the relevant Holder's Securities as set forth herein and in Annex I. If
and to the extent that the Debenture Issuer makes a payment of interest
(including Compounded Interest and Additional Sums (as such terms are defined in
the Indenture) or premium on or principal of the Debentures held by the Property
Trustee (the amount of any such payment being a "Payment Amount"), the Property
Trustee shall and is directed, to the extent funds are available for that
purpose, to make a distribution (a "Distribution") of the Payment Amount to
Holders.


                                      -29-
<PAGE>


                                   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 such terms as are 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 such terms as
are set forth in Annex I (the "Common Securities"). Annex I is hereby
incorporated in and made a part of this Trust Agreement. The Trust shall issue
no securities or other 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 Trust
Agreement, 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 Trust Agreement,
shall be deemed to have expressly assented and agreed to the terms of, and shall
be bound by, this Trust Agreement.

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

         (f) At the Closing Date and, if applicable, any Option Closing Time, an
Administrative Trustee, on behalf of the Trust, shall subscribe to and purchase
from the Debenture Issuer, Debentures registered in the name of the Property
Trustee on behalf of the Trust and having an aggregate principal amount equal to
the aggregate Liquidation Amount of the Preferred Securities and Common
Securities issued and sold on such date, 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 amount received on such date from the sale
by the Trust of the Preferred Securities and Common Securities issued on such
date.

SECTION 7.2       Execution and Authentication.

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


                                      -30-
<PAGE>


         (b) A Preferred Security shall not be valid until authenticated by the
manual or facsimile signature of an authorized signatory of the Property
Trustee. The signature shall be conclusive evidence that the Preferred Security
has been authenticated under this Trust Agreement.

         (c) 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.

         (d) 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 Trust Agreement 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.

         (a) The Preferred Securities and the Property Trustee's certificate of
authentication shall be substantially in the form of Exhibit A-1 hereto and the
Common Securities shall be substantially in the form of Exhibit A-2 hereto, each
of which is hereby incorporated in and expressly made a part of this Trust
Agreement. 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 the execution thereof by one or
more of them. The Securities may have letters, CUSIP or other numbers, notations
or other marks of identification or designation and such legends or endorsements
required by law, stock exchange or market rule, agreements to which the Trust is
subject, if any, or usage (provided that any such notation, legend or
endorsement is in a form acceptable to the Trust). The Trust, at the direction
of the Sponsor, shall furnish any such legend not contained in Exhibit A-1 to
the Property Trustee in writing. Each 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 Trust Agreement and, to the extent applicable, the Property
Trustee and the Sponsor, by their execution and delivery of this Trust
Agreement, expressly agree to such terms and provisions and to be bound thereby.

         (b) Securities offered may be issued in the form of one or more
permanent global Securities in definitive, fully registered form without
distribution coupons with the appropriate global legends set forth in Exhibit
A-1 hereto (the "Global Preferred Securities"), which shall be deposited on
behalf of the purchasers of the Preferred Securities represented thereby with
the Property Trustee, as custodian for the Clearing Agency, and registered in
the name of the Clearing Agency or a nominee of the Clearing Agency, duly
executed by 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.

         (c) 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


                                      -31-
<PAGE>


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.

         (d) Clearing Agency Participants shall have no rights under this Trust
Agreement 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 Clearing Agency Participants, the operation of customary
practices of such Clearing Agency governing the exercise of the rights of a
Preferred Security Beneficial Owner.

         (e) 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").

         (f) 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, (a) an office or agency where Preferred Securities may be presented for
registration of transfer ("Registrar"); (b) an office or agency where Preferred
Securities may be presented for payment ("Paying Agent"); [and (c) 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, 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,
the term "Paying Agent" includes any additional paying agent [and the term
"Conversion Agent" includes any additional conversion agent.]. The Trust may
change any Agent without prior notice to any Holder. The Paying Agent shall be
permitted to resign as Paying Agent upon 30 days' written notice to the 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 Trust Agreement. If the Trust fails
to appoint or maintain another entity as Registrar, Paying Agent [or Conversion
Agent], the Property Trustee shall act as such. The Trust or any of its
Affiliates may act as Paying Agent, 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.


                                      -32-
<PAGE>


         Agents 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.

         If a Holder claims that a Definitive Preferred Security or temporary
Preferred 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 the
Property Trustee shall, upon written order of the Trust, authenticate a
replacement Security if the Property Trustee's and the Trust's requirements, as
the case may be, are met. An indemnity bond must be provided by the Holder
which, in the judgment of the Property Trustee, is sufficient to protect the
Trustees, the Sponsor, 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 bona fide purchaser.

         If Preferred Securities are considered paid in accordance with the
terms of this Trust Agreement, 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.


                                      -33-
<PAGE>


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 that 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, in the case of the Preferred Securities, the Property
Trustee shall authenticate temporary Securities. Temporary Securities shall be
substantially in the form of Definitive Preferred Securities but may have
variations that the Trust considers appropriate for temporary Securities.
Without unreasonable delay, the Trust shall prepare and, in the case of the
Preferred Securities, the Property Trustee shall authenticate Definitive
Preferred Securities in exchange for temporary 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 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 if at any
time such Clearing Agency ceases to be a "clearing agency" registered under the
Exchange Act and a clearing agency is not appointed by the Sponsor within 90
days of such notice; or (ii) 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
certificated 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 Clearing Agency Participants and Persons that may hold interests
through Clearing Agency Participants, to take any action that such Holder is
entitled to take under this Trust Agreement or the Securities.

         (e) Upon 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


                                      -34-
<PAGE>


a reasonable supply of certificated Preferred Securities in fully registered
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 deliver to the Property
Trustee all or such portion of its Preferred Securities as its elects and
receive, in exchange therefor, a like amount of Debentures. Such election (i)
shall be exercised by such Sponsor Affiliated Holder delivering to the Property
Trustee a written notice of such election specifying the Liquidation Amount of
Preferred 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; and (ii) shall be conditioned upon
such Sponsor Affiliated Holder having delivered or caused to be delivered to the
Property Trustee or its designee the Preferred 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. After the exchange, such Preferred Securities
will be canceled and will no longer be deemed to be outstanding and all rights
of the Sponsor or its Affiliates with respect to such Preferred Securities will
cease.

         (b) In the case of an exchange described in Section 7.10(a), the Trust
will, on the date of such exchange, exchange Debentures having a principal
amount equal to a proportional amount of the aggregate Liquidation Amount of the
outstanding Common Securities, based on the ratio of the aggregate Liquidation
Amount of the Preferred Securities exchanged pursuant to Section 7.10(a) divided
by the aggregate Liquidation Amount of the Preferred Securities outstanding
immediately prior to such exchange, for such proportional amount of Common
Securities held by the Sponsor (which contemporaneously shall be canceled and no
longer be deemed to be outstanding); provided, that the Sponsor delivers or
caused to be delivered to the Property Trustee or its designee the required
amount of 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.

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 forward to
the Property Trustee any Preferred Securities surrendered to them for
registration of transfer, redemption, exchange or payment. 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. The Trust may not issue new
Preferred Securities to replace Preferred Securities that it has paid or that
have been delivered to the Property Trustee for cancellation or that any Holder
has exchanged.

SECTION 7.12      CUSIP Numbers.

         In issuing the Preferred Securities, the Trust 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


                                      -35-
<PAGE>


convenience to Holders of Preferred Securities; provided that any such notice
may state that no representation is made as to the correctness of such numbers
either as printed on the Preferred Securities or as contained in any notice of
redemption, that reliance may be placed only on the other identification numbers
printed on the Preferred Securities and that any such redemption shall not be
affected by any defect in or omission of such numbers. The Sponsor will promptly
notify the Property Trustee of any change in the CUSIP numbers.

                                  ARTICLE VIII
                              DISSOLUTION OF TRUST

SECTION 8.1       Dissolution of Trust.

         (a) The Trust shall automatically dissolve:

                  (i) upon the bankruptcy of the Sponsor;

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

                  (iii) upon receipt of a written direction from the Sponsor
(which shall be at its sole discretion) while the Debentures are outstanding
requiring the Trustees to dissolve the Trust and, after satisfaction of the
liabilities of the Trust to the creditors of the Trust, distribute a Like Amount
of the Debentures to Holders of the Securities;

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

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

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

                  (vii) [(upon the distribution of the Sponsor's [other
securities] to all Holders of Securities upon a 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 referred
to in Section 8.1(a), after the winding up of the affairs of the Trust is
completed, the Administrative Trustees shall execute and file a certificate of
cancellation with the Secretary of State of the State of Delaware.

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


                                      -36-
<PAGE>


                                   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 Trust Agreement 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
Trust Agreement shall be null and void.

         (b) The Administrative Trustees shall provide for the registration of
Preferred Securities and of the transfer of Preferred Securities, which will be
effected without charge but only upon payment (with such indemnity as the
Administrative Trustees may require) in respect of any tax or other governmental
charges that may be imposed in relation to it. Upon surrender for registration
of transfer of any Preferred Securities, the Administrative Trustees shall cause
one or more new Preferred Securities to be issued in the name of the designated
transferee or transferees. Every Preferred 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 duly authorized in writing. Each Preferred
Security surrendered for registration of transfer shall be canceled by the
Property Trustee. A transferee of a Preferred Security shall be entitled to the
rights and subject to the obligations of a Holder hereunder upon the receipt by
such transferee of a Preferred Security. By acceptance of a Preferred Security,
each transferee shall be deemed to have agreed to be bound by this Trust
Agreement.

         (c) For so long as the Trust Securities remain outstanding, the
Sponsor agrees (i) to directly or indirectly 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 (A) to remain a business trust, except in connection with the
distribution of Debentures to the Holders of Trust Securities in dissolution and
liquidation of the Trust, the redemption of all of the Trust Securities or
certain mergers, conversions, consolidations or amalgamations, each as permitted
by this Trust Agreement; and (B) 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.

         (a) When Definitive Preferred Securities are presented to the Registrar
to register the transfer of such Definitive Preferred Securities, the Registrar
shall register the transfer or make the exchange as requested if its reasonable
requirements for such transaction are met; provided, however, that the
Definitive Preferred Securities surrendered for registration of transfer or
exchange shall be duly endorsed or accompanied by a written instrument of
transfer in form reasonably satisfactory to the Administrative Trustees and the
Registrar, duly executed by the Holder thereof or his attorney duly authorized
in writing.


                                      -37-
<PAGE>


         (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. 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 Trust Agreement (including applicable restrictions on
transfer set forth herein, if any) and the procedures of the Clearing Agency
therefor. Notwithstanding any other provisions of this Trust Agreement (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 Trust Agreement or redeemed, repurchased or canceled in
accordance with the terms of this Trust Agreement, such Global Preferred
Security shall be canceled by the Property Trustee. At any time prior to such
cancellation, if any beneficial interest in a Global Preferred Security is
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.

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

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.


                                      -38-
<PAGE>


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 definitive
Preferred Security Certificate representing such Preferred Security Beneficial
Owner's interests in such Global Preferred Securities, except as provided in
Section 7.9 and Section 9.2. Unless and until fully registered Definitive
Preferred Securities certificates have been issued to the Preferred Security
Beneficial Owners pursuant to Section 7.9 and Section 9.2:

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

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

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

         (d) 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 Clearing Agency Participants and the Clearing
Agency shall receive and transmit payments of Distributions on the Global
Preferred Securities to such Clearing Agency Participants; provided 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 Trust
Agreement, 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 Preferred Security Beneficial Owners' votes or
assigning the right to vote on any matter to any other Persons either in whole
or in part. DTC will make book entry transfers among the Clearing Agency
Participants.

SECTION 9.5       Notices to Clearing Agency.

         Whenever a notice or other communication to the Preferred Security
Holders is required under this Trust Agreement, 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 notice
obligations to the Preferred Security Beneficial Owners.


                                      -39-
<PAGE>


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 AND OTHERS

SECTION 10.1      Liability.

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

                  (i) personally liable for the return of any portion of the
capital contributions (or any return thereon) of the Holders which shall 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 of
and interest and premium, if any, on the Securities) to the extent not satisfied
out of the Trust's assets.

         (c) Pursuant to Section 3803(a) of the Business Trust Act, the Holders
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 Trust Agreement or by law, except
that an Indemnified Person shall be liable for any such loss, damage or claim
incurred by reason of such Indemnified Person's gross negligence (or, 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 as to matters the Indemnified
Person reasonably believes are within such other Person's professional or expert
competence and who has been selected with reasonable care by or on behalf of the
Trust, including information, opinions, reports or statements as to the value
and amount of the assets, liabilities, profits, losses or any other facts
pertinent to the existence and amount of assets from which Distributions to
Holders might properly be paid.


                                      -40-
<PAGE>


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

         (b) Unless otherwise expressly provided herein:

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

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

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

                  (ii) in "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 Trust Agreement.

SECTION 10.4      Indemnification.

         (a) (i) The Debenture Issuer shall indemnify, to the fullest 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),


                                      -41-
<PAGE>


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 or 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 fullest
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 as the Court of Chancery or such other
court shall deem proper.

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

                  (iv) Any indemnification under paragraphs (i) and (ii) of
this Section 10.4(a) (unless ordered by a court) shall be made by the Debenture
Issuer only as authorized in the specific case upon a determination that
indemnification of the Company Indemnified Person is proper in the circumstances
because he has met the applicable standard of conduct set forth in paragraphs
(i) and (ii). Such determination shall be made (A) 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; (B) 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 (C) by the Holder of the Common Securities.

                  (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
paragraphs (i) and (ii) of this Section 10.4(a) shall, to the fullest extent
permitted by law, be paid by the Debenture Issuer in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of such Company Indemnified Person to repay such amount if it shall
ultimately be determined that he is not entitled to be


                                      -42-
<PAGE>


indemnified by the Debenture Issuer as authorized in this Section 10.4(a).
Notwithstanding the foregoing, no advance shall be made by the Debenture Issuer
if a determination is reasonably and promptly made (A) by the Administrative
Trustees by a majority vote of a Quorum of disinterested Administrative
Trustees; (B) 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 (C) by the Holder of the Common Securities,
that, based upon the facts known to the Administrative Trustees, counsel or such
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 the Holder of the Common Securities reasonably determine that such
Person deliberately breached his duty to the Trust or the Holders of Common or
Preferred Securities.

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

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

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

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

         (b) The Debenture Issuer agrees to indemnify the (i) Property Trustees;
(ii) the Delaware Trustees; (iii) any Affiliate of the Property Trustee or the
Delaware Trustees; and (iv) any officers, directors, shareholders, members,
partners, employees, representatives, custodians, nominees or


                                      -43-
<PAGE>


agents of the Property Trustee or the Delaware Trustee (each of the Persons in
(i) through (iv) being referred to as a "Fiduciary Indemnified Person") for, and
to hold each Fiduciary Indemnified Person harmless against, any and all loss,
liability, damage, claim or expense including taxes (other than taxes based on
the income of such Fiduciary Indemnified Person) incurred without gross
negligence (or, 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
Section 10.4(b) shall survive the resignation or removal of the Property Trustee
or the Delaware Trustee and the satisfaction and discharge of this Trust
Agreement.

SECTION 10.5      Outside Businesses.

         Any Covered Person, the Sponsor, the Delaware Trustee and the Property
Trustee (subject to Section 5.3(c)) may engage in or possess an interest in
other business ventures of any nature or description, independently or with
others, similar or dissimilar to the business of the Trust, and the Trust and
the Holders shall have no rights by virtue of this Trust Agreement in and to
such independent ventures or the income or profits derived therefrom, and the
pursuit of any such venture, even if competitive with the business of the Trust,
shall not be deemed wrongful or improper. No Covered Person, the Sponsor, the
Delaware Trustee or the Property Trustee shall be obligated to present any
particular investment or other opportunity to the Trust even if such opportunity
is of a character that, if presented to the Trust, could be taken by the Trust,
and any Covered Person, the Sponsor, the Delaware Trustee and the Property
Trustee shall have the right to take for its own account (individually or as a
partner or fiduciary) or to recommend to others any such particular investment
or other opportunity. Any Covered Person, the Delaware Trustee and the Property
Trustee may engage or be interested in any financial or other transaction with
the Sponsor or any Affiliate of the Sponsor, or may act as depositary for,
trustee or agent for, or act on any committee or body of holders of, securities
or other obligations of the Sponsor or its Affiliates.

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

         (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 Trust
Agreement (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.


                                      -44-
<PAGE>


         The provisions of this Section 10.6 shall survive the dissolution of
the Trust and the termination of this Trust Agreement 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 a Form 1041 or such other form required by United States
federal income tax law, and any other annual income tax returns required to be
filed by the Administrative Trustees on behalf of the Trust with any state or
local taxing authority.

SECTION 11.3      Banking.

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


                                      -45-
<PAGE>


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 such 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 Trust Agreement (including
Section 8 of Annex I hereto) or by any applicable terms of the Securities, this
Trust Agreement 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:
(i) an Officers' Certificate from each of the Trust and the Sponsor that such
amendment is permitted by, and conforms to, the terms of this Trust Agreement
(including the terms of the Securities); and (ii) 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 Trust Agreement (including the terms of the
Securities) and that all conditions precedent, if any, in this Trust Agreement
to the execution and delivery of such amendment have been satisfied; provided,
however, that the Property Trustee shall not be required to sign any such
amendment that affects the rights, powers, duties, obligations or immunities of
the Property Trustee.

         (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) This Section 12.1 shall not be amended without the consent of all
of the Holders.


                                      -46-
<PAGE>


         (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) Notwithstanding Section 12.1(c), this Trust Agreement may be
amended without the consent of the Holders to:

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

                  (ii) to modify, eliminate or add to any provisions of the
Trust Agreement 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 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) add to the covenants, restrictions or obligations of the
Sponsor;

provided, however, that in the case of clauses (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 Trust Agreement 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 Trust Agreement, the
terms of the Securities or the rules of any stock exchange on which the
Preferred Securities are listed or admitted for trading. The Administrative
Trustees shall call a meeting of the Holders of such class if directed to do so
by the Holders of at least 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 that the signing Holders wish to
call a meeting and indicating the general or specific purpose for which the
meeting is to be called. Any Holders calling a meeting shall specify in writing
the Security Certificates held by the Holders exercising the right to call a
meeting and only those Securities specified shall be counted for purposes of
determining whether the required percentage set forth in the second sentence of
this paragraph has been met.

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


                                      -47-
<PAGE>


                  (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 Trust Agreement or the rules of
any stock exchange on which the Preferred Securities are listed or admitted for
trading, such vote, consent or approval may be given at a meeting of the
Holders. Any action that may be taken at a meeting of the Holders may be taken
without a meeting 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 ballot
submitted to a Holder for the purpose of taking any action without a meeting
shall be returned to the Trust within the time specified by the Administrative
Trustees;

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

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

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

                                  ARTICLE XIII
                       REPRESENTATIONS OF PROPERTY TRUSTEE
                              AND DELAWARE TRUSTEE

SECTION 13.1      Representations and Warranties of Property Trustee.

         The Trustee that acts as initial Property Trustee represents and
warrants to the Trust and to the Sponsor at the date of this Trust Agreement,
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:


                                      -48-
<PAGE>


         (a) the Property Trustee is a Delaware banking corporation, 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, 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 Trust Agreement;

         (b) the execution, delivery and performance by the Property Trustee of
this Trust Agreement have been duly authorized by all necessary corporate action
on the part of the Property Trustee;

         (c) this Trust Agreement 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);

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

         (e) 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 Trust
Agreement; and

         (f) 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 Trust Agreement,
and each Successor Delaware Trustee represents and warrants to the Trust and the
Sponsor at the time of the Successor Delaware Trustee's acceptance of its
appointment as Delaware Trustee that:

         (a) the Delaware Trustee is a national banking association, duly
organized, validly existing and in good standing under the federal laws of the
United States, with power and authority to execute and deliver, and to carry out
and perform its obligations under the terms of, this Trust Agreement;

         (b) the execution, delivery and performance by the Delaware Trustee of
this Trust Agreement have been duly authorized by all necessary action on the
part of the Delaware Trustee;

         (c) this Trust Agreement 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);


                                      -49-
<PAGE>


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

         (e) the Delaware Trustee is a natural person who is a resident of the
State of Delaware or, if not a natural person, an entity that has its principal
place of business in the State of Delaware and is a Person that satisfies for
the Trust section 3807(a) of the Business Trust Act.

                                   ARTICLE XIV
                                  MISCELLANEOUS

SECTION 14.1      Notices.

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

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

         Newfield Financial Trust II
         c/o Newfield Exploration Company.
         363 N. Sam Houston Parkway E., Suite 2020
         Houston, Texas 77060
         Attention: Chief Financial Officer
         Facsimile: (281) 847-________

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

         First Union Trust Company, National Association

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

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

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

         Attention:
                   ----------
         Facsimile: (   )
                     ---  -------

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

         First Union National Bank
         5847 San Felipe, Suite 1050
         Houston, Texas 77057
         Attention: Corporate Trust Department
         Facsimile: (713) 278-4329


                                      -50-
<PAGE>


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

         Newfield Exploration Company
         363 N. Sam Houston Parkway E., Suite 2020
         Houston, Texas 77060
         Attention: Chief Financial Officer
         Facsimile: (281) 847-_____

         (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, sent by facsimile 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 or facsimile number 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 TRUST AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND
THE HOLDERS OF THE SECURITIES 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 TRUST AGREEMENT ANY PROVISION OF THE LAWS (STATUTORY OR COMMON) OF THE
STATE OF DELAWARE PERTAINING TO TRUSTS THAT RELATE TO OR REGULATE, IN A 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


                                      -51-
<PAGE>


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 Trust Agreement shall be interpreted to further this intention of the
parties.

SECTION 14.4      Headings.

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

SECTION 14.5      Successors and Assigns.

         Whenever in this Trust Agreement 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 Trust Agreement 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 Trust Agreement, or the application of such
provision to any Person or circumstance, shall be held invalid, the remainder of
this Trust Agreement, 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 Trust Agreement may contain more than one counterpart of the
signature page and this Trust Agreement may be executed by the affixing of the
signature of each of the Trustees and the 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 (including additional
distributions, if applicable) on, and the Redemption Price (as defined in
Section 4(a) of Annex I hereto) of, Securities, as applicable, or for any claim
upon the Securities or otherwise in respect thereof, shall be had against any
Holder of Preferred Securities or any Affiliate of a Holder of Preferred
Securities, solely by reason of such Person being a Holder of Preferred
Securities or an Affiliate of a Holder of Preferred Securities, it


                                      -52-
<PAGE>


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 Trust Agreement, the Preferred Securities Guarantee, the Common Securities
Guarantee and the Indenture, of rights and remedies against the Trust or the
Sponsor.


                                      -53-
<PAGE>


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

                       -------------------------------------------
                       Terry W. Rathert, as Administrative Trustee


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

                       -----------------------, as Administrative Trustee


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

                       -----------------------, as Administrative Trustee


                       FIRST UNION TRUST COMPANY,
                       NATIONAL ASSOCIATION,
                       as Delaware Trustee


                       By:
                          ------------------------------------------------

                       Title:
                             ---------------------------------------------


                       FIRST UNION NATIONAL BANK,
                       as Property Trustee


                       By:
                          ------------------------------------------------
                       Name:
                            ----------------------------------------------

                       Title:
                             ---------------------------------------------



                       NEWFIELD EXPLORATION COMPANY,
                       as Sponsor and Debenture Issuer


                       By:
                          ------------------------------------------------
                       Name:
                            ----------------------------------------------

                       Title:
                             ---------------------------------------------



                                      -54-
<PAGE>





                                     ANNEX I

                                    TERMS OF
                           ____% PREFERRED SECURITIES
                             ____% COMMON SECURITIES

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

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
$________ 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").
[Describe Preferred Securities subject to over-allotment option, if applicable.]
The certificates evidencing the Preferred Securities shall be substantially in
the form of Exhibit A-1 to the Trust Agreement, with such changes and additions
thereto or deletions therefrom as may be required by ordinary usage, custom or
practice or to conform to the rules of any stock exchange or quotation system on
which the Preferred Securities are listed, traded or quoted.

         (b) Common Securities. ______ Common Securities of the Trust with an
aggregate Liquidation Amount with respect to the assets of the Trust of $_______
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
"[ ]% Common Securities" (the "Common Securities"). [Describe Common Securities
subject to over-allotment option, if applicable.] The certificates evidencing
the Common Securities shall be substantially in the form of Exhibit A-2 to the
Trust Agreement, with such changes and additions thereto or deletions therefrom
as may be required by ordinary usage, custom or practice.

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 and including [_______], but excluding the
related Distribution Date (as defined below) or the date of




                                   ANNEX I-1
<PAGE>


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").

         [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 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.]

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


                                   ANNEX I-2
<PAGE>


if the Preferred Securities are issued in certificated form]. Subject to any
applicable laws and regulations and the provisions of the Trust Agreement, 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; and (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.

         (d) [In the event of an election by the Holder to convert its
Securities through the Conversion Agent into [other securities] pursuant to the
terms of the Securities as set forth in this Annex I to the Trust Agreement, 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 [securities] following such record date.]

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

3. Liquidation Distribution Upon Dissolution.

         [The Sponsor will have the right at any time to dissolve the Trust and,
after satisfaction of the liabilities of the Trust to creditors of the Trust,
cause the Debentures to be distributed to the Holders of the Trust Securities in
Liquidation of the Trust].

         In the event of any dissolution of the Trust pursuant to Sections
8.1(a)(i), (ii), (iv) or (vi) of the Trust Agreement, 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").

         "Like Amount" means (i) with respect to a redemption of the Securities,
Securities having a Liquidation Amount equal to the principal amount of
Debentures to be paid in accordance with their terms; and (ii) with respect to a
distribution of Debentures upon the dissolution of the Trust,


                                   ANNEX I-3
<PAGE>


Debentures having a principal amount equal to the Liquidation Amount of the
Securities of the Holder to whom such Debentures are distributed.

         On and from the date fixed by the Administrative Trustees for any
distribution of Debentures: (i) the Securities will no longer be deemed to be
outstanding; (ii) the Clearing Agency or its nominee, as the Holder of the
Securities, will receive a registered global certificate or certificates
representing the Debentures to be delivered upon such distribution; and (iii)
any Securities not held by the Clearing Agency or its nominee will be deemed to
represent beneficial interests in a Like Amount of Debentures, and bearing
accrued and unpaid interest in an amount equal to the accumulated and unpaid
Distributions on such Securities, until such Securities are presented to the
Registrar or its agent for cancellation, whereupon the Debenture Issuer will
issue, and the Debenture Trustee will authenticate, a certificate representing
such Debentures.

         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.

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) (i)______"Maturity Redemption Price" means 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" means 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 [______] of the
years indicated below:

<Table>
<Caption>

                    Year                     Percentage
<S>                                          <C>

                                                   %
                                               ----
</Table>

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


                                   ANNEX I-4
<PAGE>


                  [(iii)___"Special Event Redemption Price" means a price equal
to [__________], plus, in either case, accumulated and unpaid Distributions
thereon, if any, to the date of such redemption.]

                  [(iv)____"Special Event" means ____________________________.]

         (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 or distributions of
Securities or Debentures shall be as follows:

                  (i) Notice of any redemption of, or notice of distribution of
Debentures in exchange for, the Securities (a "Redemption/Distribution Notice")
will be given by the Trust by mail to each Holder to be redeemed or exchanged
not fewer than 30 nor more than 60 days before the date fixed for redemption or
exchange thereof which, in the case of a redemption, will be the date fixed for
repayment or redemption of the Debentures. For purposes of the calculation of
the date of redemption or exchange and the dates on which notices are given
pursuant to this Section 4(d)(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. No defect in the Redemption/Distribution Notice
or in the mailing thereof with respect to any Holder shall affect the validity
of the redemption or exchange proceedings with respect to any other Holder.

                  (ii) In the event that fewer than all the outstanding
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 applied by such agency or nominee.

                  (iii) If Securities are to be redeemed and the Trust gives a
Redemption/Distribution Notice, such notice shall be irrevocable and (A) with
respect to Preferred Securities registered in the name of or held of record by a
Clearing Agency or its nominee, by 12:00 noon, New York City time, on the
redemption date, provided that the Debenture Issuer has paid the Property
Trustee a sufficient amount of cash in connection with the related maturity or
redemption of the Debentures by 10:00 a.m., New York City time, on the Maturity
Date or the date of redemption, as the case may be, the Property Trustee or the
Paying Agent will pay to the Clearing Agency or its nominee funds sufficient to
pay the applicable Redemption Price with respect to such Preferred Securities,
and (B) with respect to Preferred Securities issued in certificated form and
Common Securities, provided that the Debenture Issuer has paid the Property
Trustee a sufficient amount of cash in connection with the related maturity or
redemption of the Debentures, the Property Trustee or the Paying Agent will pay
the relevant Redemption Price to the Holders of such Securities against
presentation to the Registrar of the certificates therefor. If a
Redemption/Distribution Notice shall have been given and funds deposited with
the Property Trustee to pay the Redemption Price


                                   ANNEX I-5
<PAGE>


(including all unpaid Distributions) with respect to the Securities called for
redemption, then immediately prior to the close of business on the redemption
date, Distributions will cease to accumulate on the Securities so called for
redemption and all rights of Holders of such Securities so called for redemption
will cease, except the right of the Holders of such Securities to receive the
Redemption Price, but without interest on such Redemption Price, and such
Securities shall cease to be outstanding.

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

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

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

5.       Conversion 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 date), at their option, to cause the Conversion Agent to
convert Securities, on behalf of the converting Holders, into [other securities]
in the manner described herein on and subject to the following terms and
conditions:

         (a) The Securities will be convertible or exchangeable at the office of
the Conversion Agent into fully paid and nonassessable [other securities]
pursuant to the Holder's direction to the Conversion 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, and immediately convert such amount of Debentures into
fully paid and nonassessable [other securities] at an initial rate of
_______________ per $________ principal


                                   ANNEX I-6
<PAGE>


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 convert Securities into [other securities] the Holder
shall submit to the Conversion Agent at the office referred to above an
irrevocable request to convert Securities on behalf of such Holder (the
"Conversion Request"), together, if the Securities are in certificated form,
with such certificates. The Conversion Request shall (i) set forth the number of
Securities to be converted and the name or names, if other than the Holder, in
which the [other securities] should be issued and (ii) direct the Conversion
Agent to (A) exchange such Securities for a portion of the Debentures held by
the Trust (at the rate of exchange specified in the preceding paragraph); and
(B) to immediately convert such Debentures on behalf of such Holder into [other
securities] (at the conversion rate specified in the preceding paragraph). The
Conversion 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
Conversion") and the Trust shall, upon receipt of such notice, deliver to the
Conversion Agent the appropriate principal amount of Debentures for exchange in
accordance with this Section. The Conversion Agent shall thereupon notify the
Sponsor of the Holder's election to convert such Debentures into [other
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 conversion 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 conversion on
account of any accumulated and unpaid Distributions accrued on the Securities
surrendered for conversion, or on account of any accumulated and unpaid
dividends on the [other securities] issued upon such conversion. Securities
shall be deemed to have been converted immediately prior to the close of
business on the day on which a Notice of Conversion relating to such Securities
is received by the Trust in accordance with the foregoing provision (the
"Conversion Date"). The Person or Persons entitled to receive [other securities]
issuable upon conversion of the Debentures shall be treated for all purposes as
the record holder or holders of such [other securities] at such time. As
promptly as practicable on or after the Conversion Date, the Sponsor shall issue
and deliver at the office of the Conversion Agent a certificate or certificates
for the number of full [other securities] issuable upon such conversion,
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 Conversion and the Conversion 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 "Conversion Agent" for the purpose of effecting the
conversion or exchange of Securities in accordance with this Section. In
effecting the conversion or exchange and transactions described in this Section,
the Conversion Agent shall be acting as agent of the Holders directing it to
effect such conversion or exchange transactions. The Conversion Agent is hereby
authorized (i) to exchange Securities from time to time for Debentures held by
the Trust in connection with the conversion or exchange of such Securities in
accordance with this Section; and (ii) to convert all or a portion of the
Debentures into [other securities] and thereupon to deliver such [other
securities]


                                   ANNEX I-7
<PAGE>


in accordance with the provisions of this Section and to deliver to the Trust a
new Debenture or Debentures for any resulting unconverted principal amount.

         (d) No fractional [other securities] will be issued as a result of
conversion or exchange, but in lieu thereof, such fractional interest will be
paid in cash by the Sponsor to the Conversion Agent, which in turn will make
such payment to the Holder or Holders so converted.

         (e) The Sponsor shall at all times reserve and keep available out of
its authorized and unissued [other securities], solely for issuance upon the
conversion or exchange of the Debentures, free from any preemptive or other
similar rights, such number of [other securities] as shall from time to time be
issuable upon the conversion or exchange of all the Debentures then outstanding.
Notwithstanding the foregoing, the Sponsor shall be entitled to deliver upon
conversion or exchange of Debentures, [other securities] reacquired and held in
the treasury of the Sponsor (in lieu of the issuance of authorized and unissued
[other securities]), so long as any such treasury shares are free and clear of
all liens, charges, security interests or encumbrances. Any [other securities]
issued upon conversion or exchange of the Debentures shall be duly authorized,
validly issued and fully paid and nonassessable. The Trust shall deliver the
[other securities] received upon conversion or exchange of the Debentures to the
converting 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 securities], in order to enable the
Sponsor to lawfully issue [other securities] to the Trust upon conversion or
exchange of the Debentures and the Trust to lawfully deliver [other securities]
to each Holder upon conversion or exchange of the Securities.

         (f) The Sponsor will pay any and all taxes that may be payable in
respect of the issue or delivery of the [other securities] on conversion or
exchange of Debentures and the delivery of the [other securities] by the Trust
upon conversion or exchange of the Securities. The Sponsor shall not, however,
be required to pay any tax which may be payable in respect of any transfer
involved in the issue and delivery of the [other securities] in a name other
than that in which the Securities so converted 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 paragraph (f) shall limit the requirement
of the Trust to withhold taxes pursuant to the terms of the Securities, this
Annex I to the Trust Agreement or the Trust Agreement or otherwise require the
Property Trustee or the Trust to pay any amounts on account of such
withholdings.]

6.       Voting Rights - Preferred Securities.

         (a) Except as provided under Sections 6(b), 7(b) and 8 and as otherwise
required by law and the Trust Agreement, the Holders of the Preferred Securities
will have no voting rights.


                                   ANNEX I-8
<PAGE>


         (b) Subject to the requirements set forth in this paragraph, the
Holders of a Majority in Liquidation Amount of the 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 such Debenture Trustee with respect to
the Debentures; (ii) waive any past default that is waivable under Section 5.07
of the Indenture; (iii) exercise any right to rescind or annul a declaration of
acceleration of the maturity of the principal of the Debentures; or (iv) consent
to any amendment, modification or termination of the Indenture or the
Debentures, where such consent shall be required, without, in each case,
obtaining the prior approval of the Holders of a Majority in Liquidation Amount
of all outstanding Preferred Securities; provided, 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 Trust Agreement, 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, prior to taking any of
the foregoing actions, the Trustees shall 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 on account of such action.

         If an Event of Default under the Trust Agreement 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 Holders of the Common
Securities will 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.

         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 Preferred Securities or pursuant
to written consent. The Property Trustee will cause a notice of any meeting at
which Holders of Preferred Securities are entitled to vote to be mailed to each
Holder of record of Preferred Securities. Each such notice will include a
statement setting forth (i) the date of such meeting; (ii) a description of any
resolution proposed for adoption at such meeting on which such Holders are
entitled to vote; and (iii) instructions for the delivery of proxies.


                                   ANNEX I-9
<PAGE>


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

         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.

7.       Voting Rights - Common Securities.

         (a) Except as provided under Sections 7(b), 7(c) and 8 or as otherwise
required by law and the Trust Agreement, the Holders of the Common Securities
will have no voting rights.

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

         (c) Subject to Section 2.6 of the Trust Agreement 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 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 5.07 of the Indenture; (iii)
exercise any right to rescind or annul a declaration of acceleration of the
maturity of the principal of the Debentures; or (iv) consent to any amendment,
modification or termination of the Indenture or the Debentures, where such
consent shall be required, without, in each case, obtaining the prior approval
of the Holders of a Majority in Liquidation Amount of all outstanding Common
Securities; provided, 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, prior to taking any of the foregoing
actions, the Trustees shall 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 on
account of such action.


                                   ANNEX I-10
<PAGE>


         If an Event of Default under the Trust Agreement 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 will not be able to exercise directly any other remedy
available to the holders of the Debentures.

         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 Common Securities in the Trust or pursuant
to written consent. The Administrative Trustees will cause a notice of any
meeting at which Holders of Common Securities are entitled to vote to be mailed
to each Holder of record of Common Securities. Each such notice will include a
statement setting forth (i) the date of such meeting; (ii) a description of any
resolution proposed for adoption at such meeting on which such Holders are
entitled to vote; and (iii) instructions for the delivery of proxies.

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

8.       Amendments to Trust Agreement.

         In addition to the circumstances and requirements set out in Section
12.1 of the Trust Agreement, the Trust Agreement 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 that, without the consent of
each Holder, the Trust Agreement may not be amended to (i) change the amount or
timing of any Distribution on the Securities or otherwise adversely affect the
amount of any Distribution required to be made in respect of the Securities as
of a specified date; or (ii) restrict the right of a Holder to institute suit
for the enforcement of any such payment on or after such date.

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 the
relevant Holder in relation to the aggregate Liquidation Amount of all
Securities outstanding unless, in relation to any payment, an Event of Default
under the Trust Agreement 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


                                   ANNEX I-11
<PAGE>


Liquidation Amount of Preferred Securities held by the relevant 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 relevant Holder
relative to the aggregate Liquidation Amount of all Common Securities
outstanding.

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 Trust Agreement 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.

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.

12.      No Preemptive Rights.

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

13.      Miscellaneous.

         These terms in this Annex I constitute a part of the Trust Agreement.
The Sponsor will provide a copy of the Trust Agreement, 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-12
<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
TRUST AGREEMENT 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.]

         Certificate No.:
                         -------------

         Number of Preferred Securities:
                                         -------------

         CUSIP No.:
                   ---------------


                   Certificate Evidencing Preferred Securities

                                       of

                           Newfield Financial Trust II

                           [___% Preferred Securities]

             (Liquidation Amount $__________ per Preferred Security)

         Newfield Financial Trust II, a statutory business trust created under
the laws of the State of Delaware (the "Trust"), hereby certifies that
______________ (the "Holder") is the registered owner



                                 EXHIBIT A-1-1
<PAGE>


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 [___% Preferred Securities]
(liquidation amount $_________ per Preferred Security) (the "Preferred
Securities"). Subject to the Trust Agreement (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 Trust Agreement of the Trust dated as
of ______, __, as the same may be amended from time to time (the "Trust
Agreement"), including the designation of the terms of the Preferred Securities
as set forth in Annex I to the Trust Agreement. Capitalized terms used but not
defined herein shall have the meaning given them in the Trust Agreement. The
Sponsor will provide a copy of the Trust Agreement, 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 Trust
Agreement and is entitled to the benefits thereunder and to the benefits of the
Preferred Securities Guarantee to the extent provided therein.

         By acceptance, 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:
               -----------------------

                                        NEWFIELD FINANCIAL TRUST II


                                        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 Trust Agreement.

                                           First Union National Bank,
                                           as Property Trustee


                                           By:
                                              ---------------------------
                                              Authorized Signatory


<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 Trust
Agreement. 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 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 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 Trust Agreement 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.]


<PAGE>

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

         [The Preferred Securities shall be convertible or exchangeable into
[___________] as provided in the Trust Agreement.]

         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.




<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.

         Number of Preferred Decrease in Number Increase in Number Securities
Remaining of Preferred of Preferred After Such Decrease Notation Securities or
Increase by Registrar
                     ----------------------------------------------------------

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

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



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

                                   SCHEDULE A

<PAGE>


                                   EXHIBIT A-2

                       FORM OF COMMON SECURITY CERTIFICATE

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

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

         Certificate No.:
                         ---------------------------

         Number of Common Securities:
                                     ----------------

         [CUSIP No.: ___________]

                    Certificate Evidencing Common Securities

                                       of

                           Newfield Financial Trust II

                            [____% Common Securities]

              (liquidation amount $__________ per Common Security)

         Newfield Financial Trust II, 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] [the aggregate
Liquidation Amount of Common Securities of the Trust specified in Schedule A
hereto](3) 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 limitations in
the Trust Agreement (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 Trust Agreement of the Trust dated as of _____, ___, as the same may be
amended from time to time (the "Trust Agreement"), including the designation of
the terms of the Common Securities as set forth in Annex I to the Trust
Agreement. Capitalized

----------
(3) Insert in Global Preferred Securities only.


                                 EXHIBIT A-2-1
<PAGE>




terms used but not defined herein shall have the meaning given them in the Trust
Agreement. The Sponsor will provide a copy of the Trust Agreement, the Common
Securities Guarantee, the Preferred 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 Trust
Agreement and is entitled to the benefits thereunder and to the benefits of the
Common Securities Guarantee to the extent provided therein.

         By acceptance, 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 __________, ____.

                                        Newfield Financial Trust II


                                        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 Trust Agreement. 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 Debenture 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, 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, 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 Trust Agreement 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.]

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




<PAGE>


         [The Common Securities shall be convertible or exchangeable into
[_______] as provided in the Trust Agreement.]



                                 EXHIBIT A-2-2