Exhibit 4.3


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                        AMENDED AND RESTATED DECLARATION
                                    OF TRUST

                                  by and among

                            WILMINGTON TRUST COMPANY,
                            as Institutional Trustee,
                            WILMINGTON TRUST COMPANY,
                              as Delaware Trustee,
                          [CASTLEPOINT HOLDINGS, LTD.],
                                   as Sponsor,

                                       and
                  JOEL WEINER, JAMES DULLIGAN and ROGER BROWN,
                               as Administrators,
                        Dated as of [September 26, 2007]


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<PAGE>

                               TABLE OF CONTENTS
                               -----------------

<TABLE>
<CAPTION>

                                                                                                                       Page
                                                                                                                       -----


ARTICLE I.     INTERPRETATION AND DEFINITIONS                                                                              1
       <S>                <C>                                                                                             <C>
   Section 1.1.     Definitions                                                                                            1

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

ARTICLE III.   SPONSOR                                                                                                    23
   Section 3.1.     Sponsor's Purchase of Common Securities                                                               23
   Section 3.2.     Responsibilities of the Sponsor                                                                       23
   Section 3.3.     Reports                                                                                               24
   Section 3.4.     Expenses                                                                                              24
   Section 3.5.     Right to Proceed                                                                                      25

ARTICLE IV.    INSTITUTIONAL TRUSTEE AND ADMINISTRATORS                                                                   25
   Section 4.1.     Number of Trustees                                                                                    25
   Section 4.2.     Delaware Trustee                                                                                      25
   Section 4.3.     Institutional Trustee; Eligibility.                                                                   26
   Section 4.4.     Certain Qualifications of the Delaware Trustee Generally                                              26
   Section 4.5.     Administrators                                                                                        26
   Section 4.6.     Initial Delaware Trustee                                                                              26
   Section 4.7.     Appointment, Removal and Resignation of Institutional Trustee and Administrators.                     27
   Section 4.8.     Vacancies Among Trustees                                                                              28
   Section 4.9.     Effect of Vacancies                                                                                   29
   Section 4.10.    Meetings of the Trustees and the Administrators                                                       29
   Section 4.11.    Delegation of Power.                                                                                  29
   Section 4.12.    Merger, Conversion, Consolidation or Succession to Business                                           30
</TABLE>



<PAGE>

<TABLE>
<CAPTION>

ARTICLE V.     DISTRIBUTIONS                                                                                              30
       <S>             <C>                                                                                               <C>
   Section 5.1.     Distributions                                                                                         30

ARTICLE VI.    ISSUANCE OF SECURITIES                                                                                     30
   Section 6.1.     General Provisions Regarding Securities.                                                              30
   Section 6.2.     Paying Agent, Transfer Agent and Registrar                                                            31
   Section 6.3.     Form and Dating                                                                                       32
   Section 6.4.     Book-Entry Capital Securities.                                                                        32
   Section 6.5.     Registration of Transfer and Exchange of Capital Securities Certificates.                             34
   Section 6.6.     Mutilated, Destroyed, Lost or Stolen Certificates.                                                    35
   Section 6.7.     Temporary Securities                                                                                  36
   Section 6.8.     Cancellation                                                                                          36
   Section 6.9.     CUSIP Numbers                                                                                         36
   Section 6.10.    Rights of Holders; Waivers of Past Defaults.                                                          36

ARTICLE VII.   DISSOLUTION AND TERMINATION OF TRUST                                                                       38
   Section 7.1.     Dissolution and Termination of Trust.                                                                 38

ARTICLE VIII.  TRANSFER OF INTERESTS                                                                                      39
   Section 8.1.     General.                                                                                              39
   Section 8.2.     Transfer Procedures and Restrictions.                                                                 40
   Section 8.3.     Deemed Security Holders                                                                               43

ARTICLE IX.    LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, INSTITUTIONAL TRUSTEE OR OTHERS                          44
   Section 9.1.     Liability.                                                                                            44
   Section 9.2.     Exculpation.                                                                                          44
   Section 9.3.     Fiduciary Duty.                                                                                       44
   Section 9.4.     Indemnification.                                                                                      45
   Section 9.5.     Outside Businesses                                                                                    48
   Section 9.6.     Compensation; Fee                                                                                     48

ARTICLE X.     TAX AND ACCOUNTING                                                                                         49
   Section 10.1.    Fiscal Year                                                                                           49
   Section 10.2.    Certain Accounting Matters.                                                                           49
   Section 10.3.    Banking                                                                                               49
   Section 10.4.    Withholding                                                                                           50
   Section 10.5.    Intention of the Parties                                                                              50

ARTICLE XI.    AMENDMENTS AND MEETINGS                                                                                    50
   Section 11.1.    Amendments.                                                                                           50
   Section 11.2.    Meetings of the Holders of the Securities; Action by Written Consent.                                 52

ARTICLE XII.   REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND THE DELAWARE TRUSTEE                                          53
   Section 12.1.    Representations and Warranties of Institutional Trustee                                               53
</TABLE>


                                       ii
<PAGE>


<TABLE>
<CAPTION>
        <S>                    <C>                                                                                       <C>
   Section 12.2.    Representations of the Delaware Trustee                                                               54

ARTICLE XIII.  MISCELLANEOUS                                                                                              54
   Section 13.1.    Notices                                                                                               54
   Section 13.2.    Governing Law                                                                                         56
   Section 13.3.    Intention of the Parties                                                                              56
   Section 13.4.    Headings                                                                                              56
   Section 13.5.    Successors and Assigns                                                                                56
   Section 13.6.    Partial Enforceability                                                                                56
   Section 13.7.    Counterparts                                                                                          56
</TABLE>


Annex I             Terms of Securities
Exhibit A-1         Form of Capital Security Certificate
Exhibit A-2         Form of Common Security Certificate
Exhibit B-1         Form of Transferor Certificate to be Executed by QIBs
Exhibit B-2         Form of Transferor Certificate to be Executed by Transferees
                    Other than QIBs
Exhibit C           Specimen of Initial Debenture
Exhibit D           Placement Agreement

                                       iii
<PAGE>


                              AMENDED AND RESTATED

                              DECLARATION OF TRUST

                                       OF

                                  [TRUST NAME]

                              [September 26, 2007]

     AMENDED  AND  RESTATED  DECLARATION  OF  TRUST  ("Declaration")  dated  and
effective as of [September 26, 2007], by the Trustees (as defined  herein),  the
Administrators  (as defined  herein),  the  Sponsor (as defined  herein) and the
holders,  from time to time, of undivided  beneficial interests in the Trust (as
defined herein) to be issued pursuant to this Declaration;

     WHEREAS,  the  Trustees,  the  Administrators  and the Sponsor  established
[TRUST NAME](the  "Trust"),  a statutory trust under the Statutory Trust Act (as
defined  herein)  pursuant  to  a  Declaration  of  Trust  dated  as  of  [TRUST
DECLARATION DATE] (the "Original Declaration"), and a Certificate of Trust filed
with the  Secretary of the State of Delaware on [DATE OF TRUST  FORMATION]  (the
"Certificate  of  Trust"),  for the sole  purpose of  issuing  and  selling  the
Securities (as defined herein)  representing  undivided  beneficial interests in
the assets of the Trust,  investing the proceeds  thereof in the  Debentures (as
defined  herein) of the  Debenture  Issuer (as defined  herein) and  engaging in
those activities necessary, advisable or incidental thereto;

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

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

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

                                    ARTICLE I

                         INTERPRETATION AND DEFINITIONS

Section 1.1       Definitions.  Unless the context otherwise requires:


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

<PAGE>


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

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

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

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

         "Additional Interest" has the meaning set forth in the Indenture.

         "Additional Sums" has the meaning set forth in the Indenture.

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

          "Administrators"  means each of Joel Weiner,  James Dulligan and Roger
Brown,  solely in such Person's  capacity as  Administrator of the Trust created
and continued  hereunder and not in such Person's individual  capacity,  or such
Administrator's  successor  in  interest  in  such  capacity,  or any  successor
appointed as herein provided.

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

          "Applicable Depositary Procedures" means, with respect to any transfer
or transaction involving a Book-Entry Capital Security, the rules and procedures
of the  Depository for such  Book-Entry  Capital  Security,  in each case to the
extent applicable to such transaction and as in effect from time to time.

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

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

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

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


                                       2
<PAGE>


     "Book-Entry  Capital Security" means a Capital Security,  the ownership and
transfers of which shall be made through book entries by a Depositary.

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

     "Capital  Securities"  has the meaning set forth in paragraph 1(a) of Annex
I.

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

     "Certificate" means any certificate evidencing Securities.

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

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

     "Common Securities" has the meaning set forth in paragraph 1(b) of Annex I.

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

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

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

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

     "Corporate Trust Office" means the office of the  Institutional  Trustee at
which the corporate  trust business of the  Institutional  Trustee shall, at any
particular  time,  be  principally  administered,  which  office  at the date of
execution  of  this   Declaration  is  located  at  1100  North  Market  Street,
Wilmington, Delaware 19890-1600, Attn: Corporate Trust Administration.

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

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

     "Creditor" has the meaning set forth in Section 3.4.

     "Debenture  Issuer"  means  [CastlePoint   Holdings,   Ltd.],  a  [Bermuda]
corporation, in its capacity as issuer of the Debentures under the Indenture.


                                       3
<PAGE>


     "Debenture  Trustee" means Wilmington  Trust Company,  as trustee under the
Indenture until a successor is appointed  thereunder,  and thereafter means such
successor trustee.

     "Debentures" means the Fixed/Floating Rate Junior  Subordinated  Deferrable
Interest  Debentures  due 2037 to be issued by the  Debenture  Issuer  under the
Indenture.

     "Defaulted Interest" has the meaning set forth in the Indenture.

     "Definitive  Capital  Securities  Certificates"  means  Capital  Securities
issued  in  certificated,  fully  registered  form that are not  Global  Capital
Securities.

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

     "Depositary"  means an  organization  registered as a clearing agency under
the  Exchange  Act  that is  designated  as  Depositary  by the  Sponsor  or any
successor thereto. DTC will be the initial Depositary.

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

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

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

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

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

     "Distribution  Period"  means (i) with  respect  to the first  Distribution
Payment  Date,  the period  beginning  on (and  including)  the date of original
issuance  and  ending  on  (but  excluding)  the  Distribution  Payment  Date in
[December 2007] and (ii) thereafter,  with respect to each Distribution  Payment
Date, the period beginning on (and including) the preceding Distribution Payment
Date and ending on (but excluding) such current Distribution Payment Date.

     "Distribution  Rate" means, for the period beginning on (and including) the
date of original issuance and ending on (but excluding) the Distribution Payment
Date in  [September  2012],  the rate per  annum of [FIXED  RATE]%,  and for the
period beginning on (and including) the Distribution  Payment Date in [September
2012], and thereafter, the Coupon Rate.

     "DTC" means The Depository Trust Company or any successor thereto.

     "Event of Default"  means any one of the  following  events  (whatever  the
reason for such event and whether it shall be  voluntary  or  involuntary  or be
effected by operation of law or pursuant to any judgment, decree or order of any
court or any order,  rule or regulation of any  administrative  or  governmental
body):


                                       4
<PAGE>


          (a) the occurrence of an Indenture Event of Default; or

          (b)  default by the Trust in the  payment of any  Optional  Redemption
Price of any Security when it becomes due and payable; or

          (c) default in the performance, or breach, in any material respect, of
any covenant or warranty of the Institutional Trustee in this Declaration (other
than  those  specified  in clause (a) or (b)  above)  and  continuation  of such
default  or  breach  for a period of 60 days  after  there  has been  given,  by
registered or certified mail to the Institutional  Trustee and to the Sponsor by
the Holders of at least 25% in aggregate  liquidation  amount of the outstanding
Capital  Securities,  a written  notice  specifying  such  default or breach and
requiring  it to be  remedied  and  stating  that such  notice  is a "Notice  of
Default" hereunder; or

          (d)  the  occurrence  of  a  Bankruptcy  Event  with  respect  to  the
Institutional  Trustee  if  a  successor  Institutional  Trustee  has  not  been
appointed within 90 days thereof.

          "Exchange  Act" means the  Securities  Exchange  Act of 1934,  and any
successor statute thereto, in each case as amended from time to time.

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

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

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

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

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

          "Global  Capital  Security"  means a  Capital  Securities  Certificate
evidencing ownership of Book-Entry Capital Securities.

          "Guarantee" means the guarantee agreement,  dated as of [September 26,
2007], of the Sponsor in respect of the Capital Securities.

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

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


          "Indenture"  means the  Indenture  dated as of  [September  26, 2007],
between  the  Debenture  Issuer and the  Debenture  Trustee,  and any  indenture
supplemental  thereto pursuant to which the Debentures are to be issued, as such
Indenture  and  any  supplemental  indenture  may be  amended,  supplemented  or
otherwise modified from time to time.


                                       5
<PAGE>


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

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

          "Interest"  means any interest  due on the  Debentures  including  any
Additional Interest and Defaulted Interest.

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

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

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

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

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

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

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

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

          "Officers'   Certificates"  means,  with  respect  to  any  Person,  a
certificate signed by two Authorized  Officers of such Person, and, with respect
to the Administrators, a certificate signed by at least two Administrators.  Any
Officers'  Certificate  delivered with respect to compliance with a condition or
covenant providing for it in this Declaration shall include:

          (a) a statement that each individual 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   individual  in  rendering  the  Officers'
Certificate;

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


                                       6
<PAGE>


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

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

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

          "Owner"  means each Person who is the  beneficial  owner of Book-Entry
Capital  Securities  as  reflected  in the  records of the  Depositary  or, if a
Depositary Participant is not the beneficial owner, then the beneficial owner as
reflected in the records of the Depositary Participant.

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

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

          "Placement  Agreement" means the Placement  Agreement  relating to the
offering and sale of Capital Securities in the form of Exhibit D.

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

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

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

          "QIB" means a "qualified  institutional buyer" as defined in Rule 144A
under the Securities Act.

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

          "Quotation Agent" shall be a designee of the Trustee,  after receiving
consent from the Company, who is a Primary Treasury Dealer.

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

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

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

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


                                       7
<PAGE>


          "Relevant Trustee" has the meaning set forth in Section 4.7(a).

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

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

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

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

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

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

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

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

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

          "Sponsor" means [CastlePoint Holdings, Ltd.], a [Bermuda] corporation,
or any  successor  entity in a merger,  consolidation  or  amalgamation,  in its
capacity as sponsor of the Trust.

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

          "Subsidiary"  means with respect to any Person, (a) any corporation at
least a majority of the outstanding voting stock of which is owned,  directly or
indirectly,  by such  Person or by one or more of its  Subsidiaries,  or by such
Person and one or more of its Subsidiaries,  (b) any general partnership,  joint
venture or similar entity, at least a majority of the outstanding partnership or
similar  interests of which shall at the time be owned by such Person, or by one
or  more  of  its  Subsidiaries,  or by  such  Person  and  one or  more  of its
Subsidiaries, and (c) any limited partnership of which such Person or any of its
Subsidiaries is a general partner. For the purposes of this definition,  "voting
stock" means  shares,  interests,  participations  or other  equivalents  in the
equity interest (however designated) in such Person having ordinary voting power
for the  election of a majority of the  directors  (or the  equivalent)  of such
Person, other than shares, interests, participations or other equivalents having
such power only by reason of the occurrence of a contingency.


                                       8
<PAGE>


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

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

          "Successor Institutional Trustee" has the meaning set forth in Section
4.7(a).

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

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

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

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

          "3-Month  LIBOR" has the meaning set forth in paragraph  2(a) of Annex
I.

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

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

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

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

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

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


                                       9
<PAGE>


                                   ARTICLE II

                                  ORGANIZATION

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

     Section 2.2 Office. The address of the principal office of the Trust is c/o
Wilmington  Trust  Company,  1100  North  Market  Street,  Wilmington,  Delaware
19890-1600.  On at least 10 Business  Days written  notice to the  Institutional
Trustee and the Holders of the  Securities,  the  Administrators  may  designate
another principal  office,  which shall be in a state of the United States or in
the District of Columbia.

     Section 2.3 Purpose.  The exclusive purposes and functions of the Trust are
(a) to issue and sell the Securities representing undivided beneficial interests
in the assets of the Trust,  (b) to invest the gross  proceeds from such sale to
acquire the Debentures, (c) to facilitate direct investment in the assets of the
Trust through issuance of the Common Securities and the Capital Securities,  and
(d) except as otherwise limited herein, to engage in only those other activities
necessary,  advisable or incidental  thereto.  The Trust shall not borrow money,
issue debt or reinvest  proceeds  derived  from  investments,  pledge any of its
assets,  or otherwise  undertake (or permit to be undertaken)  any activity that
would cause the Trust not to be classified  for United States federal income tax
purposes as a grantor trust.

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

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

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



                                       10
<PAGE>


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

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

                (A) the issuance and sale of the Securities;

                (B) to acquire the  Debentures  with proceeds of the sale of the
        Securities; provided, however, that the Administrators shall cause legal
        title  to the  Debentures  to be  held  of  record  in the  name  of the
        Institutional Trustee for the benefit of the Holders;

                (C) to cause the Trust to enter into,  and to  execute,  deliver
        and perform on behalf of the Trust, such agreements as may be necessary,
        advisable  or  incidental  thereto in  connection  with the purposes and
        function of the Trust, including agreements with the Paying Agent;

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

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

                (F) the consent to the  appointment of a Paying Agent,  Transfer
        Agent and Registrar in accordance with this  Declaration,  which consent
        shall not be unreasonably withheld or delayed;

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

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

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


                                       11
<PAGE>


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

                (K) to establish a record date with respect to all actions to be
        taken  hereunder  that require a record date be  established,  including
        Distributions,  voting rights,  redemptions and exchanges,  and to issue
        relevant  notices to the  Holders of Capital  Securities  and Holders of
        Common Securities as to such actions and applicable record dates;

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

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

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

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

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

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

                (A) the establishment of the Property Account;

                (B) the receipt of the Debentures;

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

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


                                       12
<PAGE>


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

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

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

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

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

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

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

        (b) So long as this  Declaration  remains in  effect,  the Trust (or the
Trustees or  Administrators  acting on behalf of the Trust) shall not  undertake
any business,  activities or transaction  except as expressly provided herein or
contemplated hereby. In particular,  neither the Trustees nor the Administrators
may cause the Trust to (i) acquire any  investments  or engage in any activities
not  authorized by this  Declaration,  (ii) sell,  assign,  transfer,  exchange,
mortgage,  pledge,  set-off or otherwise dispose of any of the Trust Property or
interests  therein,  including to Holders,  except as expressly provided herein,
(iii) take any action that would  reasonably  be expected (A) to cause the Trust
to fail or cease to  qualify as a "grantor  trust"  for  United  States  federal
income tax  purposes or (B) to require  the trust to  register as an  Investment
Company  under the  Investment  Company  Act,  (iv) incur any  indebtedness  for
borrowed  money or issue any other  debt,  or (v) take or  consent to any action
that would result in the placement of a lien on any of the Trust  Property.  The
Institutional  Trustee shall, at the sole cost and expense of the Trust,  defend
all claims and  demands of all Persons at any time  claiming  any lien on any of
the Trust Property  adverse to the interest of the Trust or the Holders in their
capacity as Holders.


                                       13
<PAGE>


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

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

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

                (iii) the  negotiation  of the terms of, and the  execution  and
        delivery  of,  the  Placement  Agreement  providing  for the sale of the
        Capital Securities; and

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

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

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

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


                                       14
<PAGE>


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

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

Section 2.7. Prohibition of Actions by the Trust and the Institutional Trustee.


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

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

                (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
        other than as 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) carry on any "trade or business" as that phrase is used in
        the Code; or

                (viii)  other than as  provided in this  Declaration  (including
        Annex I), (A) direct the time,  method and place of 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  where such consent shall be required unless
        the Trust shall have received a written opinion of counsel to the effect
        that  such  modification  will  not  cause  the  Trust  to  cease  to be
        classified  as a "grantor  trust" for United States  federal  income tax
        purposes.


                                       15
<PAGE>


Section 2.8. Powers and Duties of the Institutional Trustee.


        (a) The  legal  title  to the  Debentures  shall be owned by and held of
record in the name of the Institutional  Trustee in trust for the benefit of the
Trust and the Holders of the  Securities.  The right,  title and interest of the
Institutional  Trustee to the Debentures shall vest automatically in each Person
who may  hereafter be  appointed as  Institutional  Trustee in  accordance  with
Section 4.7. 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  Institutional  Trustee shall not transfer its right,  title and
interest in the Debentures to the Administrators or to the Delaware Trustee.

        (c) The Institutional Trustee shall:

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

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

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

        (d) The  Institutional  Trustee  may  bring  or  defend,  pay,  collect,
compromise,  arbitrate,  resort to legal  action with  respect to, or  otherwise
adjust  claims or  demands  of or  against,  the Trust  that  arise out of or in
connection  with an  Event of  Default  of which a  Responsible  Officer  of the
Institutional  Trustee has actual  knowledge or arises out of the  Institutional
Trustee's duties and obligations under this Declaration; 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 interest or premium,
if any, on or principal of the Debentures on the date such interest, premium, if
any, or  principal is otherwise  payable (or in the case of  redemption,  on the
redemption date), then a Holder of the Capital Securities may directly institute
a proceeding  for  enforcement  of payment to such Holder of the principal of or
premium,  if any, or interest on the Debentures  having a principal amount equal
to the aggregate  liquidation amount of the Capital Securities of such Holder (a
"Direct  Action")  on  or  after  the  respective  due  date  specified  in  the
Debentures.  In connection with such Direct Action, the rights of the Holders of
the Common  Securities  will be  subrogated  to the rights of such Holder of the
Capital  Securities to the extent of any payment made by the Debenture Issuer to
such Holder of the Capital Securities in such Direct Action; provided,  however,
that no Holder of the Common  Securities  may exercise such right of subrogation
so long as an Event of  Default  with  respect  to the  Capital  Securities  has
occurred and is continuing.


                                       16
<PAGE>


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

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

                (ii) a Successor  Institutional  Trustee has been  appointed and
        has accepted that appointment in accordance with Section 4.7.

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

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

Section 2.9. Certain Duties and  Responsibilities  of the Institutional  Trustee
     and Administrators.

        (a) The  Institutional  Trustee,  before the  occurrence of any Event of
Default and after the curing or waiving of all such  Events of Default  that may
have occurred,  shall undertake to perform only such duties as are  specifically
set forth in this  Declaration and no implied  covenants shall be read into this
Declaration  against the Institutional  Trustee. In case an Event of Default has
occurred  (that has not been  cured or waived  pursuant  to Section  6.10),  the
Institutional  Trustee shall exercise such of the rights and powers vested in it
by this  Declaration,  and use the  same  degree  of care  and  skill  in  their
exercise,  as a prudent person would exercise or use under the  circumstances in
the conduct of his or her own affairs.

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


                                       17
<PAGE>


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

        (d) The  Institutional  Trustee  shall not be liable for its own acts or
omissions  hereunder  except as a result of its own  negligent  action,  its own
negligent failure to act, or its own willful misconduct, except that:

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

                (ii) the Institutional  Trustee shall not be liable with respect
        to any  action  taken or  omitted  to be  taken  by it in good  faith in
        accordance with the direction of the Holders of not less than a Majority
        in  liquidation   amount  of  the  Capital   Securities  or  the  Common
        Securities,  as  applicable,  relating to the time,  method and place of
        conducting any proceeding for any remedy available to the  Institutional
        Trustee,   or  exercising   any  trust  or  power   conferred  upon  the
        Institutional Trustee under this Declaration;

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

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


                                       18
<PAGE>


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

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

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

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

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

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

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

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


                                       19
<PAGE>


        (g) the  Institutional  Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this  Declaration  at the request or
direction  of any of the  Holders  pursuant  to this  Declaration,  unless  such
Holders shall have offered to the  Institutional  Trustee  security or indemnity
reasonably  satisfactory to it against the costs, expenses and liabilities which
might be incurred by it in compliance with such request or direction;  provided,
that nothing  contained in this  Section  2.10(g)  shall be taken to relieve the
Institutional  Trustee,  subject to Section  2.9(b),  upon the  occurrence of an
Event of Default (that has not been cured or waived  pursuant to Section  6.10),
of the power to  exercise  such of the rights  and  powers  vested in it by this
Declaration,  and use the same degree of care and skill in their exercise,  as a
prudent person would exercise or use under the  circumstances  in the conduct of
his or her own affairs;

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

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

                (j)  whenever  in the  administration  of this  Declaration  the
        Institutional  Trustee  shall deem it desirable to receive  instructions
        with respect to enforcing any remedy or right or taking any other action
        hereunder the  Institutional  Trustee (i) may request  instructions from
        the Holders of the Capital  Securities  which  instructions  may only be
        given by the Holders of the same proportion in liquidation amount of the
        Capital  Securities  as would be  entitled  to direct the  Institutional
        Trustee  under the terms of the  Capital  Securities  in respect of such
        remedy,  right or action, (ii) may refrain from enforcing such remedy or
        right or taking such other action until such  instructions are received,
        and (iii) shall be fully  protected  in acting in  accordance  with such
        instructions;

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

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


                                       20
<PAGE>


                (m)  the  Institutional   Trustee  shall  not  be  charged  with
        knowledge  of an Event of Default  unless a  Responsible  Officer of the
        Institutional  Trustee  obtains  actual  knowledge  of such event or the
        Institutional  Trustee  receives  written  notice of such event from any
        Holder, the Sponsor or the Debenture Trustee;

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

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

     Section 2.11. Delaware Trustee. Notwithstanding any other provision of this
Declaration  other than Section 4.2, the Delaware  Trustee shall not be entitled
to exercise any powers,  nor shall the  Delaware  Trustee have any of the duties
and  responsibilities of any of the Trustees or the Administrators  described in
this  Declaration  (except as may be required  under the  Statutory  Trust Act).
Except as set forth in Section 4.2, the Delaware  Trustee shall be a Trustee for
the sole and limited  purpose of fulfilling the  requirements of ss. 3807 of the
Statutory Trust Act.

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

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

     Section  2.14.  Duration  of Trust.  The Trust,  unless  earlier  dissolved
pursuant to the  provisions of Article VII hereof,  shall be in existence for 35
years from the Closing Date.


                                       21
<PAGE>


     Section 2.15. Mergers.

        (a) The Trust may not consolidate, amalgamate, merge with or into, or be
replaced  by,  or  convey,   transfer  or  lease  its   properties   and  assets
substantially  as an  entirety  to any  corporation  or other  body,  except  as
described  in  Sections  2.15(b)  and (c) and  except  in  connection  with  the
liquidation  of the Trust and the  distribution  of the Debentures to Holders of
Securities  pursuant to Section  7.1(a)(iv) of the  Declaration  or Section 3 of
Annex I.

        (b) The Trust may,  with the  consent of the  Institutional  Trustee and
without  the  consent of the  Holders of the  Capital  Securities,  consolidate,
amalgamate,  merge with or into,  or be  replaced by a trust  organized  as such
under the laws of any state; provided that:

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

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

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

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

                (iii) such merger,  consolidation,  amalgamation  or replacement
        does not adversely affect the rights,  preferences and privileges of the
        Holders of the Securities  (including  any Successor  Securities) in any
        material  respect  (other  than with  respect  to any  dilution  of such
        Holders'  interests in the Successor  Entity as a result of such merger,
        consolidation, amalgamation or replacement);

                (iv) the  Institutional  Trustee receives  written  confirmation
        from a nationally recognized  statistical rating organization that rates
        securities  issued by the initial  purchaser  of the Capital  Securities
        that it will not reduce or  withdraw  the rating of any such  securities
        because  of such  merger,  conversion,  consolidation,  amalgamation  or
        replacement;

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

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

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


                                       22
<PAGE>


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

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

                (vii) the Sponsor  guarantees the  obligations of such Successor
        Entity under the Successor Securities at least to the extent provided by
        the Guarantee;

                (viii) the  Sponsor  owns 100% of the common  securities  of any
        Successor Entity; and

                (ix)  prior  to  such  merger,  consolidation,  amalgamation  or
        replacement,  the Institutional Trustee shall have received an Officers'
        Certificate of the Administrators and an opinion of counsel, each to the
        effect that all conditions  precedent under this Section 2.15(b) to such
        transaction have been satisfied.

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

                                  ARTICLE III.

                                     SPONSOR

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

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

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


                                       23
<PAGE>


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

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

        Section 3.3.  Reports.  In the event that either (a) an Event of Default
occurred and is  continuing,  or (b) the dollar amount of the Sponsor's  premium
volume from  insurance  policies in any calendar year fails to exceed 51% of the
Sponsor's premium volume from insurance  policies in the previous calendar year;
(c) the Sponsor sells more than 51% of its rights to renew insurance policies in
any single  transaction or series of related  transactions;  (d) any Significant
Subsidiary  (as defined in Section  1-02(w) of Regulation  S-X to the Securities
Act (the "Significant Subsidiaries")) of the Sponsor which is rated by A.M. Best
Company,  Inc. (x) receives a rating from A.M. Best Company Inc. of B- or lower;
or (y) submits a request to withdraw its rating by A.M. Best Company,  Inc.; (e)
the Sponsor  shall be in default with respect to its payment of any  obligations
under the Capital  Securities  Guarantee;  or (f) the  Sponsor  shall have given
notice of its  election  to defer  payments of  interest  on the  Debentures  by
extending the interest  payment period as provided under the Indenture or to any
debt obligation  ranked pari passu to such Debentures,  Sponsor shall provide to
the  Institutional  Trustee and the  Institutional  Trustee shall provide to the
Holders of the  Capital  Securities  the  following  documents  and  information
relating  to the  Sponsor  or its  Affiliates  (i) all public  filings  with any
governmental   authority,   (ii)  all  private  filings  with  any  governmental
authority,  provided such governmental authority does not object to sharing such
private filings, (iii) all annual and quarterly financial statements, including,
but not limited to financial  statements  prepared in  accordance  with GAAP and
SAP,  (iv) any  documents or other  information  not covered by  subclauses  (i)
through  (iii) above that are  provided to any other  creditor of the Sponsor or
its Affiliates or any issuer of Trust  Preferred  Securities,  and (v) any other
information reasonably requested by a Holder of Capital Securities.

        Section  3.4.  Expenses.  In  connection  with  the  offering,  sale and
issuance of the  Debentures to the Trust and in connection  with the sale of the
Securities  by the Trust,  the Sponsor,  in its  capacity as  Debenture  Issuer,
shall:

        (a) pay all reasonable costs and expenses relating to the offering, sale
and issuance of the Debentures,  including compensation of the Debenture Trustee
under the Indenture in accordance with the provisions of the Indenture;

        (b) be responsible  for and shall pay all debts and  obligations  (other
than with  respect to the  Securities)  and all costs and  expenses of the Trust
(including, but not limited to, costs and expenses relating to the organization,
maintenance  and dissolution of the Trust),  the offering,  sale and issuance of
the Securities (including fees to the placement agents in connection therewith),
the fees and expenses  (including  reasonable  counsel fees and expenses) of the
Institutional Trustee and the Administrators, the costs and expenses relating to
the operation of the Trust, including, without limitation, costs and expenses of
accountants,  attorneys,  statistical  or  bookkeeping  services,  expenses  for
printing and engraving and computing or  accounting  equipment,  Paying  Agents,
Registrars,  Transfer  Agents,  duplicating,  travel  and  telephone  and  other
telecommunications  expenses and costs and expenses  incurred in connection with
the acquisition,  financing, and disposition of Trust assets and the enforcement
by the Institutional Trustee of the rights of the Holders; and


                                       24
<PAGE>


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

        The  Sponsor's  obligations  under  this  Section  3.4  shall be for the
benefit  of,  and shall be  enforceable  by,  any  Person  to whom  such  debts,
obligations,  costs,  expenses and taxes are owed (a "Creditor")  whether or not
such  Creditor has received  notice  hereof.  Any such  Creditor may enforce the
Sponsor's  obligations  under this Section 3.4 directly  against the Sponsor and
the  Sponsor  irrevocably  waives any right or remedy to  require  that any such
Creditor take any action against the Trust or any other Person before proceeding
against the Sponsor. The Sponsor agrees to execute such additional agreements as
may be necessary or desirable in order to give full effect to the  provisions of
this Section 3.4.

        Section 3.5. Right to Proceed.  The Sponsor  acknowledges  the rights of
Holders to institute a Direct Action as set forth in Section 2.8(d) hereto.

                                  ARTICLE IV.

                    INSTITUTIONAL TRUSTEE AND ADMINISTRATORS

        Section 4.1. Number of Trustees.  The number of Trustees shall initially
be two, 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 Holder of a Majority in liquidation amount
of the  Common  Securities  voting as a class at a meeting  of the Holder of the
Common Securities;  provided, however, that there shall be a Delaware Trustee if
required by Section  4.2; and there shall always be one Trustee who shall be the
Institutional Trustee, and such Trustee may also serve as Delaware Trustee if it
meets the  applicable  requirements,  in which case  Section  2.11 shall have no
application to such entity in its capacity as Institutional Trustee.

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

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

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


                                       25
<PAGE>


        Section 4.3. Institutional Trustee; Eligibility.

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

                (i) not be an Affiliate of the Sponsor;

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

                (iii) be a banking corporation or national association organized
        and doing business under the laws of the United States of America or any
        state thereof or the District of Columbia and authorized under such laws
        to  exercise  corporate  trust  powers,  having a combined  capital  and
        surplus of at least fifty million U.S. dollars  ($[30,000],000.00),  and
        subject to supervision or examination by Federal,  state, or District of
        Columbia  authority.   If  such  corporation  or  national   association
        publishes reports of condition at least annually,  pursuant to law or to
        the requirements of the supervising or examining  authority  referred to
        above, then for the purposes of this Section  4.3(a)(iii),  the combined
        capital and surplus of such corporation or national association shall be
        deemed to be its  combined  capital and surplus as set forth in its most
        recent report of condition so published.

        (b) If at any time the Institutional  Trustee shall cease to be eligible
to so act under Section  4.3(a),  the  Institutional  Trustee shall  immediately
resign in the manner and with the effect set forth in Section 4.7.

        (c) If the  Institutional  Trustee has or shall acquire any "conflicting
interest"  within the meaning of Section  310(b) of the Trust  Indenture  Act of
1939, as amended, the Institutional Trustee shall either eliminate such interest
or resign,  to the extent and in the  manner  provided  by, and  subject to this
Declaration.

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

        Section 4.4. Certain  Qualifications of the Delaware Trustee  Generally.
The Delaware  Trustee shall be a U.S.  Person and 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 4.5. Administrators.  Each Administrator shall be a U.S. Person,
21  years of age or older  and  authorized  to bind  the  Sponsor.  The  initial
Administrators shall be Joel Weiner, James Dulligan and Roger Brown. There shall
at all times be at least  one  Administrator.  Except  where a  requirement  for
action by a specific  number of  Administrators  is expressly  set forth in this
Declaration  and  except  with  respect to any action the taking of which is the
subject of a meeting of the Administrators,  any action required or permitted to
be  taken  by  the  Administrators  may  be  taken  by,  and  any  power  of the
Administrators  may be  exercised  by,  or with  the  consent  of,  any one such
Administrator.

        Section 4.6.  Initial  Delaware  Trustee.  The initial  Delaware Trustee
shall be Wilmington Trust Company.


                                       26
<PAGE>


        Section  4.7.  Appointment,  Removal and  Resignation  of  Institutional
Trustee and Administrators.


        (a)  Notwithstanding  anything to the contrary in this  Declaration,  no
resignation  or  removal  of  any  Trustee  (the  "Relevant   Trustee")  and  no
appointment  of a  successor  Trustee  pursuant  to this  Article  shall  become
effective  until the  acceptance  of  appointment  by the  successor  Trustee in
accordance with the applicable requirements of this Section 4.7.

        (b) Subject to Section 4.7(a), a Relevant Trustee may resign at any time
by giving  written  notice  thereof  to the  Holders  of the  Securities  and by
appointing  a  successor   Relevant   Trustee.   Upon  the  resignation  of  the
Institutional  Trustee,  the Institutional  Trustee shall appoint a successor by
requesting  from at least three  Persons  meeting the  eligibility  requirements
their expenses and charges to serve as the successor  Institutional Trustee on a
form provided by the Administrators,  and selecting the Person who agrees to the
lowest  expense and charges  (the  "Successor  Institutional  Trustee").  If the
instrument  of acceptance by the  successor  Relevant  Trustee  required by this
Section 4.7 shall not have been delivered to the Relevant Trustee within 60 days
after the giving of such notice of  resignation or delivery of the instrument of
removal,  the Relevant  Trustee may petition,  at the expense of the Trust,  any
Federal,  state or District of Columbia court of competent  jurisdiction for the
appointment of a successor  Relevant  Trustee.  Such court may thereupon,  after
prescribing  such  notice,  if any,  as it may deem  proper,  appoint a Relevant
Trustee. The Institutional  Trustee shall have no liability for the selection of
such successor pursuant to this Section 4.7.

        (c) Unless an Event of Default  shall have  occurred and be  continuing,
any Trustee may be removed at any time by an act of the Holders of a Majority in
liquidation amount of the Common Securities. If any Trustee shall be so removed,
the  Holders of the Common  Securities,  by act of the  Holders of a Majority in
liquidation  amount of the Common Securities  delivered to the Relevant Trustee,
shall  promptly  appoint  a  successor  Relevant  Trustee,  and  such  Successor
Institutional  Trustee  shall comply with the  applicable  requirements  of this
Section 4.7. If an Event of Default shall have occurred and be  continuing,  the
Institutional  Trustee or the Delaware Trustee,  or both of them, may be removed
by the act of the  Holders of a Majority  in  liquidation  amount of the Capital
Securities, delivered to the Relevant Trustee (in its individual capacity and on
behalf of the Trust). If any Trustee shall be so removed, the Holders of Capital
Securities,  by act of the  Holders of a Majority in  liquidation  amount of the
Capital  Securities then outstanding  delivered to the Relevant  Trustee,  shall
promptly appoint a successor  Relevant  Trustee or Trustees,  and such successor
Trustee shall comply with the applicable requirements of this Section 4.7. If no
successor  Relevant  Trustee  shall have been so  appointed  by the Holders of a
Majority  in  liquidation   amount  of  the  Capital   Securities  and  accepted
appointment  in the manner  required by this Section  4.7,  within 30 days after
delivery of an instrument of removal, the Relevant Trustee or any Holder who has
been a Holder of the  Securities for at least 6 months may, on behalf of himself
and all others similarly  situated,  petition any Federal,  state or District of
Columbia court of competent  jurisdiction for the appointment of the a successor
Relevant  Trustee.  Such court may thereupon,  after prescribing such notice, if
any, as it may deem proper, appoint a successor Relevant Trustee or Trustees.

        (d) The Institutional  Trustee shall give notice of each resignation and
each  removal of a Trustee and each  appointment  of a successor  Trustee to all
Holders in the manner  provided  in Section  13.1(d)  and 13.1(e) and shall give
notice to the  Sponsor.  Each notice  shall  include  the name of the  successor
Relevant  Trustee and the  address of its  Corporate  Trust  Office if it is the
Institutional Trustee.


                                       27
<PAGE>


        (e)  Notwithstanding  the  foregoing  or any  other  provision  of  this
Declaration,  in the event a Delaware Trustee who is a natural person dies or is
adjudged by a court to have become  incompetent  or  incapacitated,  the vacancy
created  by  such  death,  incompetence  or  incapacity  may  be  filled  by the
Institutional  Trustee  following  the  procedures in this Section 4.7 (with the
successor  being a  Person  who  satisfies  the  eligibility  requirement  for a
Delaware  Trustee  set  forth  in this  Declaration)  (the  "Successor  Delaware
Trustee").

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

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

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

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

        Section  4.8.  Vacancies  Among  Trustees.  If a Trustee  ceases to hold
office for any reason and the number of  Trustees  is not  reduced  pursuant  to
Section 4.1, or if the number of Trustees is increased  pursuant to Section 4.1,
a vacancy shall occur. A resolution  certifying the existence of such vacancy by
the Trustees or, if there are more than two, a majority of the  Trustees,  shall
be conclusive  evidence of the  existence of such vacancy.  The vacancy shall be
filled with a Trustee appointed in accordance with Section 4.7.


                                       28
<PAGE>


        Section 4.9. 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 or terminate this Declaration.  Whenever a vacancy in the number
of Trustees  shall occur,  until such vacancy is filled by the  appointment of a
Trustee in accordance with Section 4.7, the Institutional Trustee shall have all
the powers  granted to the Trustees and shall  discharge all the duties  imposed
upon the Trustees by this Declaration.

        Section 4.10. Meetings of the Trustees and the Administrators.  Meetings
of the  Administrators  shall  be held  from  time to time  upon  the call of an
Administrator.  Regular meetings of the  Administrators may be held in person in
the United States or by telephone,  at a place (if applicable) and time fixed by
resolution  of the  Administrators.  Notice  of any  in-person  meetings  of the
Trustees with the Administrators or meetings of the Administrators shall be hand
delivered or otherwise delivered in writing (including by facsimile, with a hard
copy by overnight courier) not less than 48 hours before such meeting. Notice of
any telephonic  meetings of the Trustees with the  Administrators or meetings of
the Administrators or any committee thereof shall be hand delivered or otherwise
delivered  in writing  (including  by  facsimile,  with a hard copy by overnight
courier) not less than 24 hours before a meeting.  Notices shall contain a brief
statement  of the time,  place and  anticipated  purposes  of the  meeting.  The
presence  (whether in person or by telephone) of a Trustee or an  Administrator,
as the case may be, at a  meeting  shall  constitute  a waiver of notice of such
meeting  except  where  the  Trustee  or an  Administrator,  as the case may be,
attends a meeting for the express purpose of objecting to the transaction of any
activity  on the  grounds  that the  meeting  has not been  lawfully  called  or
convened.  Unless  provided  otherwise  in this  Declaration,  any action of the
Trustees or the Administrators, as the case may be, may be taken at a meeting by
vote of a majority of the  Trustees or the  Administrators  present  (whether in
person or by  telephone)  and  eligible  to vote with  respect  to such  matter,
provided that a Quorum is present, or without a meeting by the unanimous written
consent of the Trustees or the Administrators.  Meetings of the Trustees and the
Administrators  together  shall be held  from  time to time upon the call of any
Trustee or an Administrator.

        Section 4.11. Delegation of Power.

        (a)  Any  Administrator  may,  by  power  of  attorney  consistent  with
applicable law,  delegate to any other natural person over the age of 21 that is
a U.S.  Person  his or her power for the  purpose  of  executing  any  documents
contemplated in Section 2.6; and

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


                                       29
<PAGE>


        Section  4.12.  Merger,  Conversion,   Consolidation  or  Succession  to
Business.  Any Person  into  which the  Institutional  Trustee  or the  Delaware
Trustee 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
Institutional  Trustee or the Delaware  Trustee shall be a party,  or any Person
succeeding  to all or  substantially  all the  corporate  trust  business of the
Institutional  Trustee or the  Delaware  Trustee  shall be the  successor of the
Institutional  Trustee or the Delaware Trustee  hereunder,  provided such Person
shall be  otherwise  qualified  and eligible  under this Article and,  provided,
further,  that such Person shall file an amendment to the  Certificate  of Trust
with the Secretary of State of the State of Delaware as  contemplated in Section
4.7(i).

                                   ARTICLE V.

                                  DISTRIBUTIONS

        Section 5.1.  Distributions.  Holders  shall  receive  Distributions  in
accordance  with the  applicable  terms  of the  relevant  Holder's  Securities.
Distributions  shall be made on the Capital Securities and the Common Securities
in accordance with the preferences set forth in their  respective  terms. If and
to the extent that the Debenture  Issuer makes a payment of Interest  (including
any  Additional  Interest  or  premium,  if any,  and/or  any  principal  on the
Debentures held by the Institutional  Trustee,  the Institutional  Trustee shall
and is directed  to, to the extent funds are  available in the Property  Account
for that purpose,  make a  distribution  (a  "Distribution")  of such amounts to
Holders.  For the  avoidance of doubt,  funds in the Property  Account  shall be
distributed  to Holders to the extent of any taxes payable by the Trust,  in the
case of withholding  taxes,  as determined by the  Institutional  Trustee or any
Paying  Agent  and,  in the case of  taxes  other  than  withholding  taxes,  as
determined  by the  Administrators  in a  written  notice  to the  Institutional
Trustee.

                                  ARTICLE VI.

                             ISSUANCE OF SECURITIES

        Section 6.1. General Provisions Regarding Securities.

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


                                       30
<PAGE>


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

        (c) The Capital  Securities  issued to QIBs shall be, except as provided
in Section 6.4,  Book-Entry Capital Securities issued in the form of one or more
Global  Capital  Securities  registered  in the name of the  Depositary,  or its
nominee and deposited  with the Depositary or a custodian for the Depositary for
credit  by  the  Depositary  to  the  respective   accounts  of  the  Depositary
Participants  thereof (or such other  accounts as they may direct).  The Capital
Securities  issued to a Person  other  than a QIB shall be issued in the form of
Definitive Capital Securities Certificates.

        (d) 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.

        (e) Upon issuance of the Securities as provided in this Declaration, the
Securities  so issued  shall be deemed to be  validly  issued,  fully  paid and,
except as provided  in Section  9.1(b)  with  respect to the Common  Securities,
non-assessable.

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

        Section 6.2. Paying Agent, Transfer Agent and Registrar. The Trust shall
maintain in Wilmington Delaware, an office or agency where the Securities may be
presented  for  payment  ("Paying  Agent"),  and an office  or agency  where the
Securities  may be  presented  for  registration  of transfer  or exchange  (the
"Transfer  Agent").  The Trust  shall keep or cause to be kept at such office or
agency a register  for the  purpose of  registering  Securities,  transfers  and
exchanges  of  Securities,  such  register  to  be  held  by  a  registrar  (the
"Registrar"). The Administrators may appoint the Paying Agent, the Registrar and
the Transfer Agent and may appoint one or more  additional  Paying Agents or one
or more co-Registrars, or one or more co-Transfer Agents in such other locations
as they shall determine.  The term "Paying Agent" includes any additional paying
agent,  the term "Registrar"  includes any additional  registrar or co-Registrar
and the term  "Transfer  Agent"  includes any  additional  transfer  agent.  The
Administrators  may change any Paying Agent,  Transfer Agent or Registrar at any
time without  prior notice to any Holder.  The  Administrators  shall notify the
Institutional  Trustee of the name and  address of any  Paying  Agent,  Transfer
Agent and Registrar not a party to this Declaration.  The Administrators  hereby
initially  appoint the  Institutional  Trustee to act as Paying Agent,  Transfer
Agent and Registrar for the Capital  Securities and the Common  Securities.  The
Institutional  Trustee or any of its  Affiliates in the United States may act as
Paying Agent, Transfer Agent or Registrar.


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<PAGE>


        Section  6.3.  Form  and  Dating.   The  Capital   Securities   and  the
Institutional   Trustee's   certificate  of  authentication   thereon  shall  be
substantially  in the form of Exhibit  A-1, and the Common  Securities  shall be
substantially  in the form of Exhibit A-2, each of which is hereby  incorporated
in and expressly  made a part of this  Declaration.  Certificates  may be typed,
printed,  lithographed  or engraved or may be produced in any other manner as is
reasonably acceptable to the Administrators,  as conclusively evidenced by their
execution thereof. The Securities may have letters, numbers,  notations or other
marks of identification or designation and such legends or endorsements required
by law, stock exchange rule, agreements to which the Trust is subject if any, or
usage  (provided  that any such  notation,  legend or  endorsement  is in a form
acceptable  to the  Sponsor).  The Trust at the  direction of the Sponsor  shall
furnish  any such  legend  not  contained  in Exhibit  A-1 to the  Institutional
Trustee in writing.  Each Capital  Security shall be dated on or before the date
of its  authentication.  The terms and provisions of the Securities set forth in
Annex I and the forms of  Securities  set forth in Exhibits A-1 and A-2 are part
of the terms of this Declaration and to the extent applicable, the Institutional
Trustee,  the Delaware Trustee,  the  Administrators  and the Sponsor,  by their
execution and delivery of this  Declaration,  expressly  agree to such terms and
provisions and to be bound thereby.  Capital  Securities  will be issued only in
blocks having an aggregate  liquidation  amount of not less than $100,000.00 and
any multiple of $1,000.00 in excess thereof.

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

        Section 6.4. Book-Entry Capital Securities.

        (a) A Global Capital Security may be exchanged, in whole or in part, for
Definitive Capital Securities Certificates registered in the names of the Owners
only if such exchange  complies with Section 6.5 and (i) the Depositary  advises
the Administrators and the Institutional  Trustee in writing that the Depositary
is no longer  willing or able to properly  discharge its  responsibilities  with
respect to the Global Capital Security,  and no qualified successor is appointed
by the  Administrators  within ninety (90) days of receipt of such notice,  (ii)
the Depositary  ceases to be a clearing agency registered under the Exchange Act
and the Administrators  fail to appoint a qualified successor within ninety (90)
days of obtaining  knowledge of such event,  (iii) the  Administrators  at their
option  advise the  Institutional  Trustee in writing  that the Trust  elects to
terminate  the  book-entry  system  through the  Depositary or (iv) an Indenture
Event of Default has  occurred and is  continuing.  Upon the  occurrence  of any
event  specified in clause (i), (ii),  (iii) or (iv) above,  the  Administrators
shall notify the  Depositary and instruct the Depositary to notify all Owners of
Book-Entry  Capital  Securities,  the  Delaware  Trustee  and the Trustee of the
occurrence  of such  event and of the  availability  of the  Definitive  Capital
Securities Certificates to Owners of the Capital Securities requesting the same.
Upon the issuance of Definitive  Capital Securities  Certificates,  the Trustees
shall recognize the Holders of the Definitive Capital Securities Certificates as
Holders.  Notwithstanding the foregoing, if an Owner of a beneficial interest in
a Global  Capital  Security  wishes at any time to  transfer an interest in such
Global  Capital  Security to a Person other than a QIB, such  transfer  shall be
effected,  subject to the Applicable Depositary  Procedures,  in accordance with
the  provisions  of this Section 6.4 and Section 6.5, and the  transferee  shall
receive a Definitive  Capital  Securities  Certificate  in connection  with such
transfer. A holder of a Definitive Capital Securities  Certificate that is a QIB
may, upon request and in accordance  with the provisions of this Section 6.4 and
Section 6.5,  exchange such  Definitive  Capital  Securities  Certificate  for a
beneficial interest in a Global Capital Security.


                                       32
<PAGE>


        (b) If any Global  Capital  Security is to be exchanged  for  Definitive
Capital  Securities  Certificates  or  canceled  in part,  or if any  Definitive
Capital  Securities  Certificate  is to be exchanged in whole or in part for any
Global Capital  Security,  then either (i) such Global Capital Security shall be
so surrendered  for exchange or  cancellation  as provided in this Article VI or
(ii)  the  aggregate  Liquidation  Amount  represented  by such  Global  Capital
Security  shall be reduced,  subject to Section  6.3, or  increased by an amount
equal to the  Liquidation  Amount  represented  by that  portion  of the  Global
Capital  Security to be so exchanged or  canceled,  or equal to the  Liquidation
Amount represented by such Definitive  Capital Securities  Certificates to be so
exchanged for any Global  Capital  Security,  as the case may be, by means of an
appropriate  adjustment  made on the  records of the  Registrar,  whereupon  the
Institutional  Trustee, in accordance with the Applicable Depositary Procedures,
shall  instruct  the  Depositary  or its  authorized  representative  to  make a
corresponding  adjustment  to  its  records.  Upon  any  such  surrender  to the
Administrators  or the Registrar of any Global Capital Security or Securities by
the Depositary, accompanied by registration instructions, the Administrators, or
any one of them, shall execute the Definitive Capital Securities Certificates in
accordance  with the  instructions  of the  Depositary.  None of the  Registrar,
Administrators or the Trustees shall be liable for any delay in delivery of such
instructions  and may  conclusively  rely on,  and shall be fully  protected  in
relying on, such instructions.

        (c)  Every  Definitive  Capital  Securities   Certificate  executed  and
delivered upon  registration or transfer of, or in exchange for or in lieu of, a
Global Capital  Security or any portion  thereof shall be executed and delivered
in the form of, and shall be, a Global Capital Security,  unless such Definitive
Capital Securities  Certificate is registered in the name of a Person other than
the Depositary for such Global Capital Security or a nominee thereof.

        (d) The  Depositary  or its  nominee,  as  registered  owner of a Global
Capital  Security,  shall be the Holder of such Global Capital  Security for all
purposes under this Declaration and the Global Capital Security, and Owners with
respect to a Global Capital  Security shall hold such interests  pursuant to the
Applicable  Depositary  Procedures.  The Registrar,  the  Administrators and the
Trustees  shall be entitled to deal with the Depositary for all purposes of this
Declaration relating to the Global Capital Securities  (including the payment of
the Liquidation Amount of and Distributions on the Book-Entry Capital Securities
represented  thereby and the giving of  instructions  or directions by Owners of
Book-Entry Capital Securities  represented thereby and the giving of notices) as
the sole Holder of the Book-Entry  Capital  Securities  represented  thereby and
shall have no obligations  to the Owners  thereof.  None of the  Administrators,
Trustees nor the Registrar  shall have any liability in respect of any transfers
effected by the Depositary.


                                       33
<PAGE>


        (e) The rights of the Owners of the Book-Entry  Capital Securities shall
be  exercised  only  through  the  Depositary  and  shall  be  limited  to those
established by law, the Applicable  Depositary Procedures and agreements between
such Owners and the  Depositary  and/or the Depositary  Participants;  provided,
solely for the  purpose of  determining  whether  the  Holders of the  requisite
amount of  Capital  Securities  have voted on any  matter  provided  for in this
Declaration,  to the extent that Capital  Securities are represented by a Global
Capital Security,  the Administrators and the Trustees may conclusively rely on,
and shall be fully protected in relying on, any written instrument  (including a
proxy) delivered to the  Institutional  Trustee by the Depositary  setting forth
the  Owners'  votes or  assigning  the right to vote on any  matter to any other
Persons  either in whole or in part. To the extent that Capital  Securities  are
represented  by a Global  Capital  Security,  the initial  Depositary  will make
book-entry transfers among the Depositary  Participants and receive and transmit
payments on the Capital  Securities  that are  represented  by a Global  Capital
Security  to  such  Depositary  Participants,  and  none  of  the  Sponsor,  the
Administrators or the Trustees shall have any  responsibility or obligation with
respect thereto.

        (f) To the extent that a notice or other communication to the Holders is
required  under  this  Declaration,  for  so  long  as  Capital  Securities  are
represented by a Global Capital Security,  the  Administrators  and the Trustees
shall give all such notices and communications to the Depositary, and shall have
no obligations to the Owners.

        Section 6.5. Registration of Transfer and Exchange of Capital Securities
Certificates.

        (a) The  Institutional  Trustee  shall keep or cause to be kept,  at the
Corporate Trust Office, a register or registers (the  "Securities  Register") in
which the  registrar  and  transfer  agent with respect to the  Securities  (the
"Securities  Registrar"),  subject  to  such  reasonable  regulations  as it may
prescribe, shall provide for the registration of Capital Securities Certificates
and Common  Securities  Certificates and registration of transfers and exchanges
of Capital Securities  Certificates as herein provided. The Person acting as the
Institutional  Trustee shall at all times also be the Registrar.  The provisions
of Article IV shall apply to the Institutional Trustee in its role as Registrar.

        (b) Subject to this Section 6.5,  upon  surrender  for  registration  of
transfer  of  any  Capital  Securities  Certificate  at  the  office  or  agency
maintained  pursuant to Section 6.5(f),  the  Administrators  or any one of them
shall execute by manual or facsimile  signature and deliver to the Institutional
Trustee,  and the Institutional  Trustee shall authenticate and deliver,  in the
name of the  designated  transferee  or  transferees,  one or more  new  Capital
Securities  Certificates  in  authorized   denominations  of  a  like  aggregate
Liquidation  Amount as may be  required  by this  Declaration  dated the date of
execution by such  Administrator or  Administrators.  At the option of a Holder,
Capital  Securities  Certificates may be exchanged for other Capital  Securities
Certificates  in authorized  denominations  and of a like aggregate  Liquidation
Amount upon surrender of the Capital  Securities  Certificate to be exchanged at
the office or agency maintained pursuant to Section 6.5(f). Whenever any Capital
Securities  Certificates are so surrendered for exchange,  the Administrators or
any one of them shall  execute by manual or facsimile  signature  and deliver to
the Institutional  Trustee, and the Institutional Trustee shall authenticate and
deliver, the Capital Securities Certificates that the Holder making the exchange
is entitled to receive.


                                       34
<PAGE>


        (c) The  Securities  Registrar  shall  not be  required,  (i) to  issue,
register  the  transfer of or  exchange  any  Capital  Security  during a period
beginning  at the  opening  of  business  fifteen  (15) days  before  the day of
selection  for  redemption of such Capital  Securities  pursuant to Section 4 of
Annex I hereto and ending at the close of  business on the day of mailing of the
notice of redemption or (ii) to register the transfer of or exchange any Capital
Security so selected for redemption in whole or in part,  except, in the case of
any such Capital  Security to be redeemed in part, any portion thereof not to be
redeemed.

        (d) Every Capital  Securities  Certificate  presented or surrendered for
registration  of transfer or exchange shall be duly endorsed,  or be accompanied
by a written  instrument  of transfer  in form  satisfactory  to the  Securities
Registrar duly executed by the Holder or such Holder's  attorney duly authorized
in writing and (i) if such Capital  Securities  Certificate is being transferred
to a QIB,  accompanied by a certificate of the transferor  substantially  in the
form  set  forth  as  Exhibit  B-1  hereto  or (ii) if such  Capital  Securities
Certificate  is being  transferred  otherwise  than to a QIB,  accompanied  by a
certificate of the transferee substantially in the form set forth as Exhibit B-2
hereto.

        (e) No service charge shall be made for any  registration of transfer or
exchange of Capital Securities  Certificates,  but the Institutional  Trustee on
behalf of the Trust may require  payment of a sum sufficient to cover any tax or
governmental  charge  that may be imposed in  connection  with any  transfer  or
exchange of Capital Securities Certificates.

        (f) The Administrators shall designate an office or offices or agency or
agencies  where  Capital   Securities   Certificates   may  be  surrendered  for
registration  of transfer or  exchange.  The Sponsor  initially  designates  the
Corporate  Trust  Office  as its  office  and  agency  for  such  purposes.  The
Administrators   shall  give  prompt   written   notice  to  the  Sponsor,   the
Institutional  Trustee and to the  Holders of any change in the  location of any
such office or agency.

        Section 6.6. Mutilated, Destroyed, Lost or Stolen Certificates.

         If:

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

        (b) there shall be delivered to the Registrar,  the  Administrators  and
the Institutional  Trustee such security or indemnity as may be required by them
to keep each of them harmless;

        then,  in the  absence of notice that such  Certificate  shall have been
acquired by a protected purchaser, an Administrator on behalf of the Trust shall
execute (and in the case of a Capital Security  Certificate,  the  Institutional
Trustee shall  authenticate) and deliver, in exchange for or in lieu of any such
mutilated,  destroyed,  lost or stolen  Certificate,  a new  Certificate of like
denomination.  In connection with the issuance of any new Certificate under this
Section 6.6, the  Registrar or the  Administrators  may require the payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection  therewith.  Any  duplicate  Certificate  issued  pursuant to this
Section shall  constitute  conclusive  evidence of an ownership  interest in the
relevant Securities, as if originally issued, whether or not the lost, stolen or
destroyed Certificate shall be found at any time.


                                       35
<PAGE>


        Section 6.7. Temporary Securities. Until definitive Securities are ready
for  delivery,  the  Administrators  may prepare and, in the case of the Capital
Securities, the Institutional Trustee shall authenticate,  temporary Securities.
Temporary Securities shall be substantially in the form of definitive Securities
but may  have  variations  that  the  Administrators  consider  appropriate  for
temporary  Securities.  Without  unreasonable  delay, the  Administrators  shall
prepare and, in the case of the Capital  Securities,  the Institutional  Trustee
shall authenticate, definitive Securities in exchange for temporary Securities.

        Section 6.8.  Cancellation.  The  Administrators at any time may deliver
Securities to the Institutional  Trustee for  cancellation.  The Registrar shall
forward  to the  Institutional  Trustee  any  Securities  surrendered  to it for
registration of transfer, redemption or payment. The Institutional Trustee shall
promptly  cancel  all  Securities  surrendered  for  registration  of  transfer,
payment,  replacement  or  cancellation  and  shall  dispose  of  such  canceled
Securities as the  Administrators  direct.  The Administrators may not issue new
Securities to replace Securities that have been paid or that have been delivered
to the Institutional Trustee for cancellation.

        Section 6.9. CUSIP Numbers.  The Trust in issuing the Securities may use
"CUSIP" number (if then generally in use), and, if so, the Institutional Trustee
shall use CUSIP numbers in any notice of redemption as a convenience to Holders,
provided, however, that any such notice may state that no representation is made
as to the  correctness of such numbers either as printed on the Securities or as
contained in any notice of redemption and that identification numbers printed on
the Securities,  and any such redemption  shall not be affected by any defect in
or omission of such numbers.  The Trust shall promptly notify the  Institutional
Trustee in writing of any change in the CUSIP numbers.

        Section 6.10. Rights of Holders; Waivers of Past Defaults.


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

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


                                       36
<PAGE>


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

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

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

                        (B)  any  accrued  Additional  Interest  on  all  of the
                Debentures,

                        (C) the  principal  of  (and  premium,  if any,  on) any
                Debentures   that  have  become  due  otherwise   than  by  such
                declaration of acceleration and interest and Additional Interest
                thereon at the rate borne by the Debentures, and

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

                (ii) all Events of Default with respect to the Debentures, other
        than the  non-payment of the principal of the Debentures that has become
        due solely by such  acceleration,  have been cured or waived as provided
        in Section 5.7 of the Indenture.

        The Holders of at least a Majority in liquidation  amount of the Capital
Securities  may, on behalf of the Holders of all the Capital  Securities,  waive
any past default under the Indenture or any Indenture Event of Default, except a
default or  Indenture  Event of Default in the payment of  principal or interest
(unless  such  default or  Indenture  Event of Default  has been cured and a sum
sufficient  to pay all  matured  installments  of  interest  and  principal  due
otherwise than by acceleration has been deposited with the Debenture Trustee) or
a default under the  Indenture or an Indenture  Event of Default in respect of a
covenant or  provision  that under the  Indenture  cannot be modified or amended
without the consent of the holder of each outstanding Debenture.  No such waiver
shall affect any subsequent default or impair any right consequent thereon.

        Upon receipt by the  Institutional  Trustee of written notice  declaring
such an  acceleration,  or rescission and annulment  thereof,  by Holders of any
part  of the  Capital  Securities,  a  record  date  shall  be  established  for
determining  Holders of outstanding  Capital Securities entitled to join in such
notice,  which  record  date  shall be at the close of  business  on the day the
Institutional  Trustee receives such notice. The Holders on such record date, or
their duly designated proxies, and only such Persons,  shall be entitled to join
in such notice,  whether or not such Holders  remain  Holders  after such record
date; provided, that unless such declaration of acceleration,  or rescission and
annulment,  as the case may be,  shall have  become  effective  by virtue of the
requisite  percentage  having  joined in such notice prior to the day that is 90
days after such record date,  such notice of  declaration  of  acceleration,  or
rescission and annulment,  as the case may be, shall  automatically  and without
further  action by any Holder be canceled and of no further  effect.  Nothing in
this  paragraph  shall  prevent a Holder,  or a proxy of a Holder,  from giving,
after  expiration of such 90-day period,  a new written notice of declaration of
acceleration,  or rescission and annulment thereof,  as the case may be, that is
identical to a written notice that has been canceled  pursuant to the proviso to
the preceding  sentence,  in which event a new record date shall be  established
pursuant to the provisions of this Section 6.10.


                                       37
<PAGE>


        (c)  Except as  otherwise  provided  in  paragraphs  (a) and (b) of this
Section 6.10,  the Holders of at least a Majority in  liquidation  amount of the
Capital Securities may, on behalf of the Holders of all the Capital  Securities,
waive any past  default  or Event of  Default  and its  consequences.  Upon such
waiver,  any such  default or Event of  Default  shall  cease to exist,  and any
default  or Event of  Default  arising  therefrom  shall be  deemed to have been
cured, for every purpose of this Declaration, but no such waiver shall extend to
any  subsequent  or other  default  or Event of  Default  or  impair  any  right
consequent thereon.

                                  ARTICLE VII.

                      DISSOLUTION AND TERMINATION OF TRUST

        Section 7.1. Dissolution and Termination of Trust.

        (a) The Trust shall dissolve on the first to occur of:

                (i) unless  earlier  dissolved,  on  [December  15,  2042],  the
        expiration of the term of the Trust;

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

                (iii) (other than in connection with a merger,  consolidation or
        similar transaction not prohibited by the Indenture, this Declaration or
        the Guarantee,  as the case may be) upon (A) the filing of a certificate
        of dissolution or its equivalent with respect to the Sponsor, and (B)(I)
        upon the consent of Holders of a Majority in  liquidation  amount of the
        Securities  voting  together as a single class to file a certificate  of
        cancellation  with respect to the Trust or (II) upon the  revocation  of
        the charter of the Sponsor and the  expiration of 90 days after the date
        of revocation without a reinstatement thereof;

                (iv) upon the  distribution  of the Debentures to the Holders of
        the Securities  following the exercise of the right of the Holder of all
        of the outstanding  Common  Securities to dissolve the Trust as provided
        in Section 3 of Annex I hereto;

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

                (vi)  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;
        or


                                       38
<PAGE>


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

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

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

                                 ARTICLE VIII.

                              TRANSFER OF INTERESTS

        Section 8.1. General.

        (a) Subject to Section 8.1(c), where Capital Securities are presented to
the  Registrar  or a  co-registrar  with a request to  register a transfer or to
exchange them for an equal aggregate  liquidation  amount of Capital  Securities
represented by different certificates, the Registrar shall register the transfer
or make the  exchange  if its  requirements  for such  transactions  are met. To
permit  registrations  of transfer and exchanges,  the Trust shall issue and the
Institutional  Trustee shall authenticate  Capital Securities at the Registrar's
request.

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

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

        (d) The Registrar  shall provide for the  registration of Securities and
of transfers of Securities,  which will be effected without charge but only upon
payment (with such indemnity as the Registrar may require) in respect of any tax
or other  governmental  charges  that may be imposed  in  relation  to it.  Upon
surrender for  registration of transfer of any  Securities,  the Registrar shall
cause one or more new  Securities  of the same tenor to be issued in the name of
the  designated  transferee  or  transferees.   Any  Security  issued  upon  any
registration of transfer or exchange  pursuant to the terms of this  Declaration
shall  evidence  the same  Security  and shall be entitled to the same  benefits
under this  Declaration as the Security  surrendered  upon such  registration of
transfer or exchange.  Every Security  surrendered for  registration of transfer
shall be accompanied by a written instrument of transfer in form satisfactory to
the  Registrar  duly  executed  by the  Holder or such  Holder's  attorney  duly
authorized in writing.  Each Security  surrendered for  registration of transfer
shall be  canceled  by the  Institutional  Trustee  pursuant  to Section  6.8. A
transferee  of a Security  shall be  entitled  to the rights and  subject to the
obligations  of a Holder  hereunder  upon the  receipt by such  transferee  of a
Security.  By acceptance of a Security,  each transferee shall be deemed to have
agreed to be bound by this Declaration.


                                       39
<PAGE>


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

        Section 8.2. Transfer Procedures and Restrictions.

        (a) The Capital Securities shall bear the Restricted  Securities Legend,
which  shall  not be  removed  unless  there  is  delivered  to the  Trust  such
satisfactory  evidence,  which may include an opinion of counsel satisfactory to
the  Institutional  Trustee,  as may be reasonably  required by the Trust,  that
neither  the legend nor the  restrictions  on  transfer  set forth  therein  are
required to ensure that  transfers  thereof  comply with the  provisions  of the
Securities Act. Upon provision of such satisfactory  evidence, the Institutional
Trustee,  at the written direction of the Trust,  shall authenticate and deliver
Capital Securities that do not bear the legend.

        (b) Without the written consent of the Sponsor,  Capital  Securities may
only be  transferred:  (i) to a QIB if the instrument of transfer is accompanied
by a  certificate  of the  transferor  substantially  in the form  set  forth as
Exhibit  B-1  hereto;  or  (ii)  otherwise  than to a QIB if the  instrument  of
transfer is accompanied by a certificate of the transferee  substantially in the
form set forth in Exhibit B-2 hereto.  Each  certificate  furnished  pursuant to
this  Section  8.2(b) may be an original or a copy  (which may be  furnished  by
facsimile or other form of electronic transmission).

        (c) Except as permitted by Section 8.2(a),  each Capital  Security shall
bear  a  legend  (the  "Restricted  Securities  Legend")  in  substantially  the
following  form and a  Capital  Security  shall  not be  transferred  except  in
compliance with such legend,  unless otherwise  determined by the Sponsor,  upon
the advice of counsel expert in securities  law, in accordance  with  applicable
law:

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


                                       40
<PAGE>


                  UNLESS THIS CAPITAL SECURITY IS PRESENTED BY AN AUTHORIZED
         REPRESENTATIVE OF DTC TO [TRUST NAME]OR ITS AGENT FOR REGISTRATION OF
         TRANSFER, EXCHANGE OR PAYMENT, AND ANY CAPITAL SECURITY ISSUED IS
         REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED
         BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE
         TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
         REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
         VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
         REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                  THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
         OF 1933, AS AMENDED (THE "SECURITIES ACT"), ANY STATE SECURITIES LAWS
         OR ANY OTHER APPLICABLE SECURITIES LAW. NEITHER THIS SECURITY NOR ANY
         INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
         TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
         ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM,
         OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
         AND ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER OF THIS SECURITY
         BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER
         THIS SECURITY ONLY (A) TO THE SPONSOR OR THE TRUST, (B) PURSUANT TO A
         REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE
         SECURITIES ACT, (C) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS
         A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
         REQUIREMENTS OF RULE 144A SO LONG AS THIS SECURITY IS ELIGIBLE FOR
         RESALE PURSUANT TO RULE 144A IN ACCORDANCE WITH RULE 144A, (D) TO A
         NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903
         OR RULE 904 (AS APPLICABLE) OF REGULATION S UNDER THE SECURITIES ACT,
         (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF
         SUBPARAGRAPH (A) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING
         THIS CAPITAL SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH
         AN INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT
         WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY
         DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANY
         OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
         SECURITIES ACT, SUBJECT TO THE SPONSOR'S AND THE TRUST'S RIGHT PRIOR TO
         ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION
         OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH
         OF THEM IN ACCORDANCE WITH THE DECLARATION (DEFINED HEREIN), A COPY OF
         WHICH MAY BE OBTAINED FROM THE SPONSOR OR THE TRUST. HEDGING
         TRANSACTIONS INVOLVING THIS SECURITY MAY NOT BE CONDUCTED UNLESS IN
         COMPLIANCE WITH THE SECURITIES ACT.


                                       41
<PAGE>


                  HEDGING TRANSACTIONS INVOLVING THIS SECURITY MAY NOT BE
         CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

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


                                       42
<PAGE>


                  THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN
         BLOCKS HAVING A LIQUIDATION AMOUNT OF NOT LESS THAN $100,000.00 (100
         SECURITIES) AND MULTIPLES OF $1,000.00 IN EXCESS THEREOF. ANY ATTEMPTED
         TRANSFER OF SECURITIES IN A BLOCK HAVING A LIQUIDATION AMOUNT OF LESS
         THAN $100,000.00 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT
         WHATSOEVER.

                  THE HOLDER OF THIS SECURITY AGREES THAT IT WILL COMPLY WITH
         THE FOREGOING RESTRICTIONS.

                THIS  SECURITY  IS IN  REGISTERED  FORM  WITHIN  THE  MEANING OF
         TREASURY REGULATIONS SECTION  1.871-14(c)(1)(i)  FOR U.S. FEDERAL
         INCOME AND WITHHOLDING TAX PURPOSES.

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

        (d) To permit registrations of transfers and exchanges,  the Trust shall
execute and the Institutional  Trustee shall authenticate  Capital Securities at
the Registrar's request.

        (e)  Registrations  of transfers or exchanges  will be effected  without
charge,  but only upon  payment  (with such  indemnity  as the  Registrar or the
Sponsor may require) in respect of any tax or other governmental charge that may
be imposed in relation to it.

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

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


                                       43
<PAGE>


                                  ARTICLE IX.

                           LIMITATION OF LIABILITY OF
             HOLDERS OF SECURITIES, INSTITUTIONAL TRUSTEE OR OTHERS

        Section 9.1. Liability.

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

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

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

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

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

        Section 9.2. Exculpation.

        (a) No Indemnified Person shall be liable, responsible or accountable in
damages or otherwise to the Trust or any Covered Person for any loss,  damage or
claim  incurred  by reason of any act or omission  performed  or omitted by such
Indemnified  Person in good  faith on  behalf of the Trust and in a manner  such
Indemnified  Person reasonably  believed to be within the scope of the authority
conferred on such Indemnified  Person by this Declaration or by law, except that
an  Indemnified  Person  shall be  liable  for any such  loss,  damage  or claim
incurred by reason of such Indemnified Person's 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, if selected by such  Indemnified  Person,  has been selected by
such  Indemnified  Person  with  reasonable  care by or on behalf of the  Trust,
including  information,  opinions,  reports  or  statements  as to the value and
amount of the assets, liabilities, profits, losses, or any other facts pertinent
to the  existence  and amount of assets from which  Distributions  to Holders of
Securities might properly be paid.

        Section 9.3. Fiduciary Duty.

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


                                       44
<PAGE>


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

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

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

        Section 9.4. Indemnification.

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

        (b) The Sponsor shall  indemnify,  to the full extent  permitted by law,
any Indemnified Person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
Trust to procure a judgment in its favor  arising out of or in  connection  with
the acceptance or  administration of this Declaration by reason of the fact that
he is or  was an  Indemnified  Person  against  expenses  (including  reasonable
attorneys'  fees  and  expenses)  actually  and  reasonably  incurred  by him in
connection  with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Trust;  provided,  however,  that no such  indemnification
shall be made in  respect  of any  claim,  issue  or  matter  as to  which  such
Indemnified Person shall have been adjudged to be liable to the Trust unless and
only to the extent that the court in which such action or suit was brought shall
determine upon  application  that,  despite the adjudication of liability but in
view of all the  circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem proper.


                                       45
<PAGE>


        (c)  Promptly  after  receipt by an  Indemnified  Party of notice of the
commencement of any action,  such Indemnified Party shall, if a claim in respect
thereof is to be made against the Sponsor  under this  Section  9.4,  notify the
Sponsor in writing of the  commencement  thereof;  but the omission to so notify
the  Sponsor  shall not  relieve it from any  liability  pursuant to Section 9.4
which the Sponsor  may have to any  Indemnified  Party  unless and to the extent
that the Sponsor did not otherwise  learn of such action and such failure by the
Indemnified Party results in the forfeiture by the Sponsor of substantial rights
and defenses.  In case any such action is brought against any Indemnified  Party
and such Indemnified  Party seeks or intends to seek indemnity from the Sponsor,
the Sponsor shall be entitled to participate  in, and, to the extent that it may
wish, to assume the defense thereof with counsel reasonably satisfactory to such
Indemnified  Party;  provided,  however,  if the  defendants  in any such action
include both the  Indemnified  Party and the Sponsor and the  Indemnified  Party
shall  have  reasonably  concluded  that  there may be a  conflict  between  the
positions of the Sponsor and the Indemnified  Party in conducting the defense of
any such action or that there may be legal defenses available to it and/or other
Indemnified Parties which are different from or additional to those available to
the  Sponsor,  the  Indemnified  Party  shall have the right to select  separate
counsel to assume  such  legal  defenses  and to  otherwise  participate  in the
defense of such  action on behalf of such  Indemnified  Party.  Upon  receipt of
notice from the Sponsor to such Indemnified Party of their election to so assume
the defense of such action and approval by the Indemnified Party of counsel, the
Sponsor shall not be liable to such Indemnified Party under this Section 9.4 for
any legal or other expenses  subsequently  incurred by such Indemnified Party in
connection with the defense thereof unless (a) the Indemnified  Party shall have
employed such counsel in  connection  with the  assumption of legal  defenses in
accordance  with the proviso in the  preceding  sentence  (it being  understood,
however,  that the Sponsor shall not be liable for the expenses of more than one
separate counsel  representing  the Indemnified  Parties who are parties to such
action),  or  (b)  the  Sponsor  shall  not  have  employed  counsel  reasonably
satisfactory to the Indemnified  Party to represent the Indemnified Party within
a reasonable time after notice of  commencement of the action,  in each of which
cases the fees and expenses of counsel of such Indemnified Party shall be at the
expense of the Sponsor.

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

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


                                       46
<PAGE>


        (f) To the fullest extent permitted by law, and subject to paragraph (c)
above,  expenses (including reasonable attorneys' fees and expenses) incurred by
an  Indemnified  Person  in  defending  a  civil,  criminal,  administrative  or
investigative  action,  suit or proceeding referred to in paragraphs (a) and (b)
of this  Section  9.4  shall be paid by the  Sponsor  in  advance  of the  final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on  behalf  of such  Indemnified  Person  to repay  such  amount  if it shall
ultimately  be  determined  that he is not  entitled  to be  indemnified  by the
Sponsor as authorized in this Section 9.4.  Notwithstanding  the  foregoing,  no
advance  shall be made by the  Sponsor  if a  determination  is  reasonably  and
promptly  made (i) by the  Administrators  by a  majority  vote of a  Quorum  of
disinterested Administrators,  (ii) if such a Quorum is not obtainable, or, even
if  obtainable,  if a Quorum of  disinterested  Administrators  so  directs,  by
independent legal counsel in a written opinion,  or (iii) by the Common Security
Holder of the Trust,  that,  based upon the facts  known to the  Administrators,
counsel or the Common  Security Holder at the time such  determination  is made,
such Indemnified  Person acted in bad faith or in a manner that such Indemnified
Person  did not  believe to be in the best  interests  of the  Trust,  or,  with
respect to any criminal proceeding, that such Indemnified Person believed or had
reasonable  cause to believe  his conduct  was  unlawful.  In no event shall any
advance be made in instances where the Administrators, independent legal counsel
or the Common Security Holder reasonably  determine that such Indemnified Person
deliberately  breached  his duty to the Trust or its Common or Capital  Security
Holders.

        (g) The  Trustees,  at the sole cost and expense of the Sponsor,  retain
the right to representation by counsel of their own choosing in any action, suit
or any other proceeding for which it is indemnified under paragraphs (a) and (b)
of this Section 9.4, without affecting their right to indemnification  hereunder
or waiving any rights afforded to them under this Declaration or applicable law.

        (h) The  indemnification  and  advancement  of expenses  provided by, or
granted  pursuant  to, the other  paragraphs  of this  Section  9.4 shall not be
deemed exclusive of any other rights to which those seeking  indemnification and
advancement  of  expenses  may  be  entitled   under  any  agreement,   vote  of
stockholders  or  disinterested  directors  of the  Sponsor or Capital  Security
Holders of the Trust or  otherwise,  both as to action in his official  capacity
and as to action in another  capacity  while holding such office.  All rights to
indemnification  under  this  Section  9.4 shall be deemed to be  provided  by a
contract  between  the Sponsor  and each  Indemnified  Person who serves in such
capacity  at any time  while  this  Section  9.4 is in  effect.  Any  repeal  or
modification of this Section 9.4 shall not affect any rights or obligations then
existing.

        (i) The Sponsor or the Trust may  purchase  and  maintain  insurance  on
behalf of any Person who is or was an  Indemnified  Person against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Sponsor would have the power to indemnify
him against such liability under the provisions of this Section 9.4.


                                       47
<PAGE>


        (j) For purposes of this Section  9.4,  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
9.4 with  respect to the  resulting  or  surviving  entity as he would have with
respect to such constituent entity if its separate existence had continued.

        (k) The  indemnification  and  advancement  of expenses  provided by, or
granted  pursuant to, this Section 9.4 shall,  unless  otherwise  provided  when
authorized  or  ratified,  (i)  continue  as to a Person who has ceased to be an
Indemnified  Person and shall inure to the benefit of the heirs,  executors  and
administrators of such a Person,  and (ii) survive the termination or expiration
of this  Declaration  or the earlier  removal or  resignation  of an Indemnified
Person.

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

        Section 9.6. Compensation; Fee. The Sponsor 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 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
Declaration  (including  the  reasonable   compensation  and  the  expenses  and
disbursements of their respective agents and counsel),  except any such expense,
disbursement or advance as may be  attributable to its negligence,  bad faith or
willful misconduct.


                                       48
<PAGE>


        The provisions of this Section 9.6 shall survive the  dissolution of the
Trust and the termination of this  Declaration and the removal or resignation of
any Trustee.

        No Trustee may claim any lien or charge on any  property of the Trust as
a result of any amount due pursuant to this Section 9.6.

                                   ARTICLE X.

                               TAX AND ACCOUNTING

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

        Section 10.2. Certain Accounting Matters.

        (a) At all times during the existence of the Trust,  the  Administrators
shall  keep,  or cause to be kept at the  principal  office  of the Trust in the
United  States,  as  defined  for  purposes  of  Treasury   Regulations  Section
301.7701-7, full books of account, records and supporting documents, which shall
reflect in reasonable detail each transaction of the Trust. The books of account
shall be  maintained,  at the Sponsor's  expense,  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  (either
separately or as part of the Sponsor's regularly prepared consolidated financial
report) as of the end of each Fiscal Year of the Trust by a firm of  independent
certified public accountants selected by the Administrators.

        (b) The Administrators  shall cause to be duly prepared and delivered to
each of the Holders of Securities  all annual United States  federal  income tax
information statements required by the Code, if any, 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 Administrators shall endeavor to deliver
all such  statements  within 30 days  after the end of each  Fiscal  Year of the
Trust.

        (c) The Administrators, at the Sponsor's expense, shall cause to be duly
prepared at the principal office of the Sponsor in the United States, as `United
States' is defined in Section 7701(a)(9) of the Code (or at the principal office
of the Trust if the Sponsor has no such principal  office in the United States),
and filed an annual  United States  federal  income tax return on a Form 1041 or
such other form  required by United States  federal  income tax law, if any, and
any other annual income tax returns  required to be filed by the  Administrators
on behalf of the Trust with any state or local taxing authority.

        Section 10.3. Banking. The Trust shall maintain in the United States, as
defined for purposes of Treasury  Regulations  Section  301.7701-7,  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
Institutional  Trustee  shall be made  directly to the  Property  Account and no
other funds of the Trust shall be deposited in the  Property  Account.  The sole
signatories  for  such  accounts  (including  the  Property  Account)  shall  be
designated by the Institutional Trustee.


                                       49
<PAGE>


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

        Section  10.5.  Intention  of the  Parties.  It is the  intention of the
parties hereto that the Trust be classified for United States federal income tax
purposes  as a  grantor  trust.  The  provisions  of this  Declaration  shall be
interpreted to further this intention of the parties.

                                  ARTICLE XI.

                             AMENDMENTS AND MEETINGS

        Section 11.1. Amendments.

        (a)  Except  as  otherwise  provided  in  this  Declaration  or  by  any
applicable  terms of the Securities,  this  Declaration may only be amended by a
written instrument  approved and executed by the Institutional  Trustee, or (ii)
if the amendment affects the rights, powers,  duties,  obligations or immunities
of the Delaware Trustee, by the Delaware Trustee.

        (b) Notwithstanding any other provision of this Article XI, an amendment
may be made, and any such purported  amendment shall be valid and effective only
if:

        (i) the Institutional Trustee shall have first received:

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

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

        (ii) the result of such amendment would not be to

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

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


                                       50
<PAGE>


        (c) Except as provided  in Section  11.1(d),  (e) or (h),  no  amendment
shall be made, and any such purported  amendment  shall be void and  ineffective
unless the Holders of a Majority in liquidation amount of the Capital Securities
shall have consented to such amendment.

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

        (e)  Sections  9.1(b)  and  9.1(c)  and this  Section  11.1 shall not be
amended without the consent of all of the Holders of the Securities.

        (f) Article III shall not be amended  without the consent of the Holders
of a Majority in liquidation amount of the Common Securities.

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

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

        (i) cure any ambiguity;

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

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

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


                                       51
<PAGE>


        provided,  however,  that no such modification,  elimination or addition
referred to in clauses (i), (ii),  (iii) or (iv) shall  adversely  affect in any
material respect the powers, preferences or special rights of Holders of Capital
Securities.

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

        (a)  Meetings  of the Holders of the  Capital  Securities  or the Common
Securities  may be called at any time by the  Administrators  (or as provided in
the terms of the  Securities) to consider and act on any matter on which Holders
of such  Securities  are entitled to act under the terms of this  Declaration or
the terms of the  Securities.  The  Administrators  shall  call a meeting of the
Holders of such  class if  directed  to do so by the  Holders of at least 10% in
liquidation  amount  of such  Securities.  Such  direction  shall  be  given  by
delivering to the  Administrators  one or more notices in a writing stating that
the signing Holders of such Securities wish to call a meeting and indicating the
general or specific  purpose for which the meeting is to be called.  Any Holders
of the  Securities  calling a meeting shall specify in writing the  Certificates
held by the Holders of the Securities exercising the right to call a meeting and
only those  Securities  represented  by such  Certificates  shall be counted for
purposes of determining  whether the required percentage set forth in the second
sentence of this paragraph has been met.

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

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

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


                                       52
<PAGE>


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

                                  ARTICLE XII.

        REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND THE DELAWARE TRUSTEE

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

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

        (b) the  Institutional  Trustee has a combined capital and surplus of at
least fifty million U.S. dollars ($[30,000,000]);

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


                                       53
<PAGE>


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

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

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

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

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

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

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

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

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

                                 ARTICLE XIII.

                                  MISCELLANEOUS

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


                                       54
<PAGE>


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

                  [TRUST NAME]
                  c/o [CastlePoint Holdings, Ltd.]
                  [ADDRESS 1]
                  [ADDRESS 2]
                  Attention:  [Joel Weiner]
                  Telecopy: [+1 (212) 847-9549]

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

                  Wilmington Trust Company
                  1100 North Market Street
                  Wilmington, Delaware 19890-1600
                  Attention:  Corporate Trust Administration
                  Telecopy:  302-636-4140

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

                  Wilmington Trust Company
                  1100 North Market Street
                  Wilmington, Delaware  19890-1600
                  Attention:  Corporate Trust Administration
                  Telecopy:  302-636-4140

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


                  [TRUST NAME]
                  c/o [CastlePoint Holdings, Ltd.]
                  [ADDRESS 1]
                  [ADDRESS 2]
                  Attention:  [Joel Weiner]
                  Telecopy:  [+1(212) 847-9549]

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


                                       55
<PAGE>


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

        Section  13.2.  Governing  Law.  This  Declaration  and the  rights  and
obligations  of the parties  hereunder  shall be governed by and  interpreted in
accordance  with the law of the State of  Delaware  and all rights 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 Trust, the Trustees
or this Declaration any provision of the laws (statutory or common) of the State
of  Delaware  pertaining  to  trusts  that  relate to or  regulate,  in a 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,  or (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.

        Section  13.3.  Intention  of the  Parties.  It is the  intention of the
parties hereto that the Trust be classified for United States federal income tax
purposes  as a  grantor  trust.  The  provisions  of this  Declaration  shall be
interpreted to further this intention of the parties.

        Section  13.4.  Headings.  Headings  contained in this  Declaration  are
inserted for convenience of reference only and do not affect the  interpretation
of this Declaration or any provision hereof.

        Section 13.5.  Successors and Assigns.  Whenever in this Declaration any
of the parties  hereto is named or referred  to, the  successors  and assigns of
such party shall be deemed to be included,  and all covenants and  agreements in
this  Declaration  by the Sponsor and the  Trustees  shall bind and inure to the
benefit of their respective successors and assigns, whether or not so expressed.

        Section  13.6.  Partial   Enforceability.   If  any  provision  of  this
Declaration, or the application of such provision to any Person or circumstance,
shall be held invalid, the remainder of this Declaration,  or the application of
such provision to persons or circumstances  other than those to which it is held
invalid, shall not be affected thereby.

        Section 13.7.  Counterparts.  This Declaration may contain more than one
counterpart  of the signature page and this  Declaration  may be executed by the
affixing of the signature of each of the Trustees and  Administrators  to any of
such counterpart  signature pages. All of such counterpart signature pages shall
be read as though  one,  and they shall have the same force and effect as though
all of the signers had signed a single signature page.


                                       56
<PAGE>


                     Signatures appear on the following page

                                       57
<PAGE>


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

                              WILMINGTON TRUST COMPANY
                              as Institutional Trustee

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

                              WILMINGTON TRUST COMPANY
                              as Delaware Trustee

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


                              [CASTLEPOINT HOLDINGS, LTD.], as Sponsor

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



                              By:
                                 -----------------------------------------------
                                       Joel Weiner, Administrator

                              By:
                                 -----------------------------------------------
                                       James Dulligan, Administrator

                              By:
                                 -----------------------------------------------
                                       Roger Brown, Administrator


                                       58
<PAGE>


                                     ANNEX I

                               TERMS OF SECURITIES

                  Pursuant to Section 6.1 of the Amended and Restated
Declaration of Trust, dated as of [September 26, 2007] (as amended from time to
time, the "Declaration"), the designation, rights, privileges, restrictions,
preferences and other terms and provisions of the Capital Securities and the
Common Securities are set out below (each capitalized term used but not defined
herein has the meaning set forth in the Declaration):

        1.      Designation and Number.

          (a)  [30,000]   Fixed/Floating   Rate  Capital  Securities  of  [TRUST
NAME](the "Trust"),  with an aggregate stated liquidation amount with respect to
the assets of the Trust of Thirty Million dollars  ($[30,000,000])  and a stated
liquidation  amount  with  respect to the assets of the Trust of  $1,000.00  per
Capital Security,  are hereby designated for the purposes of identification only
as the "Capital Securities".  The Capital Security  Certificates  evidencing the
Capital  Securities  shall be  substantially  in the form of Exhibit  A-1 to the
Declaration,  with such changes and additions thereto or deletions  therefrom as
may be required by ordinary usage, custom or practice.

          (b) 928  Fixed/Floating  Rate  Common  Securities  of the  Trust  (the
"Common   Securities")  will  be  evidenced  by  Common  Security   Certificates
substantially in the form of Exhibit A-2 to the  Declaration,  with such changes
and  additions  thereto or  deletions  therefrom  as may be required by ordinary
usage, custom or practice.

        2.      Distributions.

          (a)  Distributions  will be  payable on each  Security  for the period
beginning on (and  including)  the date of original  issuance and ending on (but
excluding) the Distribution Payment Date in [September 2012] at a rate per annum
of [FIXED RATE]% and shall bear interest for each successive period beginning on
(and  including) the  Distribution  Payment Date in [September  2012],  and each
succeeding  Distribution  Payment Date,  and ending on (but  excluding) the next
succeeding  Distribution Payment Date (each, a "Distribution  Period") at a rate
per annum equal to the 3-Month LIBOR,  determined as described below, plus 3.50%
(the "Coupon Rate") applied to the stated liquidation amount thereof,  such rate
being  the  rate  of  interest  payable  on the  Debentures  to be  held  by the
Institutional  Trustee.  Distributions  in arrears  will bear  interest  thereon
compounded  quarterly  at  the  applicable  Distribution  Rate  (to  the  extent
permitted by law).  Distributions,  as used herein,  include cash distributions,
any  such  compounded  distributions  and any  Additional  Sums  payable  on the
Debentures  unless otherwise noted. A Distribution is payable only to the extent
that payments are made in respect of the  Debentures  held by the  Institutional
Trustee  and to  the  extent  the  Institutional  Trustee  has  funds  available
therefor. The amount of the Distribution payable (i) for any Distribution Period
commencing on or after the date of original issuance but before the Distribution
Payment Date in [September 2012] will be computed on the basis of a 360-day year
of twelve 30-day months,  it being  understood that if a Distribution is payable
on a non  Business  Day,  and  the  Distribution  Payment  Date  is on the  next
succeeding  Business Day, no additional  interest or other  Distributions  shall
accrue  in  respect  of any such  delay,  and (ii) for the  Distribution  Period
commencing on or after the  Distribution  Payment Date in  [September  2012] and
each  succeeding   Distribution  Period  will  be  calculated  by  applying  the
Distribution  Rate  to  the  stated   liquidation   amount  outstanding  at  the
commencement of the Distribution  Period and multiplying each such amount by the
actual number of days in the Distribution  Period concerned  divided by 360. All
percentages  resulting from any  calculations on the Capital  Securities will be
rounded,  if necessary,  to the nearest one  hundred-thousandth  of a percentage
point,  with five  one-millionths  of a percentage  point rounded  upward (e.g.,
9.876545% (or .09876545) being rounded to 9.87655% (or .0987655), and all dollar
amounts  used in or  resulting  from such  calculation  will be  rounded  to the
nearest cent (with one-half cent being rounded upward)).


                                      I-1
<PAGE>


         "3-Month LIBOR" means the London interbank offered interest rate for
three-month, U.S. dollar deposits determined by the Debenture Trustee in the
following order of priority:

                  (1) the rate (expressed as a percentage per annum) for U.S.
         dollar deposits having a three-month maturity that appears on Reuters
         Screen LIBOR01 Page as of 11:00 a.m. (London time) on the related
         Determination Date (as defined below). "Reuters Screen LIBOR01 Page"
         means the display designated as "Reuters Screen LIBOR01 Page" or such
         other page as may replace Reuters Screen LIBOR01 Page on that service
         or such other service or services as may be nominated by the British
         Bankers' Association as the information vendor for the purpose of
         displaying London interbank offered rates for U.S. dollar deposits;

                  (2) if such rate cannot be identified on the related
         Determination Date, the Debenture Trustee will request the principal
         London offices of four leading banks in the London interbank market to
         provide such banks' offered quotations (expressed as percentages per
         annum) to prime banks in the London interbank market for U.S. dollar
         deposits having a three-month maturity as of 11:00 a.m. (London time)
         on such Determination Date. If at least two quotations are provided,
         3-Month LIBOR will be the arithmetic mean of such quotations;

                  (3) if fewer than two such quotations are provided as
         requested in clause (2) above, the Debenture Trustee will request four
         major New York City banks to provide such banks' offered quotations
         (expressed as percentages per annum) to leading European banks for
         loans in U.S. dollars as of 11:00 a.m. (London time) on such
         Determination Date. If at least two such quotations are provided,
         3-Month LIBOR will be the arithmetic mean of such quotations; and

                  (4) if fewer than two such quotations are provided as
         requested in clause (3) above, 3-Month LIBOR will be a 3-Month LIBOR
         determined with respect to the Distribution Period immediately
         preceding such current Distribution Period.

         If the rate for U.S. dollar deposits having a three-month maturity that
initially appears on Reuters Screen LIBOR01 Page as of 11:00 a.m. (London time)
on the related Determination Date is superseded on the Reuters Screen LIBOR01
Page by a corrected rate by 12:00 noon (London time) on such Determination Date,
then the corrected rate as so substituted on the applicable page will be the
applicable 3-Month LIBOR for such Determination Date.

         The Interest Rate for any Distribution Period will at no time be higher
than the maximum rate then permitted by New York law as the same may be modified
by United States law.


                                      I-2
<PAGE>


         "Determination Date" means the date that is two London Banking Days
(i.e., a business day in which dealings in deposits in U.S. dollars are
transacted in the London interbank market) preceding the particular Distribution
Period for which a Coupon Rate is being determined.

         "Interest Rate" means for the period beginning on (and including) the
date of original issuance and ending on (but excluding) the Distribution Payment
Date in [September 2012] the rate per annum of [FIXED RATE]% and for each
Distribution Period thereafter, the Coupon Rate.

         "Maturity Date" means [September 15, 2037].

          (b)  Distributions  on the Securities will be cumulative,  will accrue
from the date of original issuance, and will be payable, subject to extension of
distribution  payment  periods  as  described  herein,  quarterly  in arrears on
December 15,  March 15, June 15 and  September 15 of each year or if such day is
not a Business Day, then the next succeeding  Business Day (each a "Distribution
Payment  Date"),  commencing on the  Distribution  Payment Date in December 2007
when, as and if available for payment.  The Debenture Issuer has the right under
the  Indenture to defer  payments of interest on the  Debentures,  so long as no
Indenture  Event of Default has occurred  and is  continuing,  by deferring  the
payment of interest on the Debentures for up to 20 consecutive quarterly periods
(each an "Extension  Period") at any time and from time to time,  subject to the
conditions  described below,  during which Extension Period no interest shall be
due and payable.  During any Extension Period,  interest will continue to accrue
on the  Debentures,  and  interest on such  accrued  interest  will accrue at an
annual  rate equal to the  Distribution  Rate in effect for each such  Extension
Period,  compounded  quarterly  (from the date  such  interest  would  have been
payable were it not for the  Extension  Period,  to the extent  permitted by law
(such interest referred to herein as "Additional Interest") during any Extension
Period. No Extension Period may end on a date other than a Distribution  Payment
Date. At the end of any such Extension Period the Debenture Issuer shall pay all
interest then accrued and unpaid on the  Debentures  (together  with  Additional
Interest thereon); provided, however, that no Extension Period may extend beyond
the Maturity Date and provided further,  however, that during any such Extension
Period,  the  Debenture  Issuer shall not, and shall not permit any Affiliate of
the Debenture  Issuer  controlled by the Debenture Issuer to, (i) declare or pay
any  dividends or  distributions  on, or redeem,  purchase,  acquire,  or make a
liquidation  payment  with  respect  to, any of the  Debenture  Issuer's or such
Affiliates'  capital stock (other than payments of dividends or distributions to
the Debenture  Issuer or a Subsidiary of the Debenture  Issuer) (the "Restricted
Payments") or make any payments with respect to the  Restricted  Payments,  (ii)
make any payment of  principal  of or interest or premium,  if any, on or repay,
repurchase  or  redeem  any  debt  securities  of the  Debenture  Issuer  or any
Affiliate of the Debenture  Issuer  controlled by the Debenture Issuer that rank
pari passu in all respects with or junior in interest to the Debentures or (iii)
enter into,  amend or modify any contract  with a  shareholder  that directly or
indirectly beneficially owns (as determined under Rule 13d-3 of the Exchange Act
and which shall  include  securities  beneficially  owned by (i) all  controlled
Affiliates  of such  shareholder  and (ii) all  other  Persons  with  whom  such
shareholder  would  constitute a "group"  within the meaning of Section 13(d) of
the  Exchange  Act and the rules  promulgated  thereunder)  more than 10% of the
outstanding  shares of common stock of the Sponsor (other than,  with respect to
clauses (i) and (ii) above, (a) repurchases,  redemptions or other  acquisitions
of shares of capital  stock of the  Debenture  Issuer or any  Subsidiary  of the
Debenture  Issuer in connection  with any employment  contract,  benefit plan or
other  similar  arrangement  with or for the  benefit of one or more  employees,
officers,  directors or consultants,  in connection with a dividend reinvestment
or stockholder stock purchase plan or in connection with the issuance of capital
stock of the Debenture  Issuer or of such Subsidiary (or securities  convertible
into or exercisable for such capital stock) as  consideration  in an acquisition
transaction  entered into prior to the  applicable  Extension  Period,  (b) as a
result of any exchange,  reclassification,  or conversion of any class or series
of the Debenture Issuer's capital stock (or any capital stock of a Subsidiary of
the Debenture Issuer) for any class or series of the Debenture  Issuer's capital
stock (or in the case of a  Subsidiary  of the  Debenture  Issuer,  any class or
series  of such  Subsidiary's  capital  stock)  or of any class or series of the
Debenture  Issuer's  indebtedness  for any  class  or  series  of the  Debenture
Issuer's  capital stock (or in the case of  indebtedness  of a Subsidiary of the
Debenture Issuer,  of any class or series of such Subsidiary's  indebtedness for
any class or series of such  Subsidiary's  capital  stock),  (c) the purchase of
fractional  interests in shares of the Debenture  Issuer's capital stock (or the
capital  stock of a Subsidiary  of the Sponsor)  pursuant to the  conversion  or
exchange  provisions  of such capital stock or the security  being  converted or
exchanged,   (d)  any   declaration  of  a  dividend  in  connection   with  any
stockholders'  rights plan, or the issuance of rights,  stock or other  property
under any  stockholders'  rights plan, or the redemption or repurchase of rights
pursuant thereto,  (e) any dividend in the form of stock,  warrants,  options or
other rights where the dividend  stock or the stock  issuable  upon  exercise of
such  warrants,  options or other  rights is the same stock as that on which the
dividend  is being paid or ranks pari passu with or junior to such stock and any
cash payments in lieu of fractional  shares issued in connection  therewith,  or
(f) payments under the Capital Securities  Guarantee).  Prior to the termination
of any Extension  Period,  the Debenture  Issuer may further extend such period,
provided  that  such  period   together  with  all  such  previous  and  further
consecutive  extensions  thereof  shall  not  exceed  20  consecutive  quarterly
periods,  or extend  beyond  the  Maturity  Date.  Upon the  termination  of any
Extension  Period and upon the payment of all accrued  and unpaid  interest  and
Additional  Interest,  the Debenture Issuer may commence a new Extension Period,
subject to the foregoing requirements.  No interest or Additional Interest shall
be due and payable during an Extension  Period,  except at the end thereof,  but
each  installment  of interest  that would  otherwise  have been due and payable
during  such  Extension  Period  shall  bear  Additional  Interest.  During  any
Extension Period, Distributions on the Securities shall be deferred for a period
equal to the Extension Period. If Distributions are deferred,  the Distributions
due shall be paid on the date that the related Extension Period  terminates,  to
Holders of the  Securities  as they appear on the books and records of the Trust
on the  record  date  immediately  preceding  such  date.  Distributions  on the
Securities  must  be paid on the  dates  payable  (after  giving  effect  to any
Extension  Period)  to the  extent  that the Trust has funds  available  for the
payment of such  distributions in the Property Account of the Trust. The Trust's
funds  available  for  Distribution  to the  Holders of the  Securities  will be
limited  to  payments  received  from  the  Debenture  Issuer.  The  payment  of
Distributions  out of moneys held by the Trust is  guaranteed  by the  Guarantor
pursuant to the Guarantee.


                                      I-3
<PAGE>


(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 relevant record dates.
The relevant record dates shall be 15 days before the relevant Distribution
Payment Date. Distributions payable on any Securities that are not punctually
paid on any Distribution Payment Date, as a result of the Debenture Issuer
having failed to make a payment under the Debentures, as the case may be, when
due (taking into account any Extension Period), will cease to be payable to the
Person in whose name such Securities are registered on the 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.


                                      I-4
<PAGE>


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

          3.  Liquidation  Distribution  Upon  Dissolution.  In the event of the
voluntary or involuntary liquidation,  dissolution, winding-up or termination of
the Trust (each a  "Liquidation")  other than in connection with a redemption of
the Debentures, the Holders of the Securities will be entitled to receive out of
the assets of the Trust available for distribution to Holders of the Securities,
after  satisfaction  of liabilities to creditors of the Trust (to the extent not
satisfied by the Debenture Issuer), distributions equal to the lesser of (i) the
aggregate  of the stated  liquidation  amount of  $1,000.00  per  Security  plus
accrued and unpaid  Distributions  thereon to the date of payment, to the extent
the Trust shall have funds available therefor,  and (ii) the amount of assets of
the Trust remaining available for contributions to Holders in liquidation of the
Trust (such amount being, the "Liquidation Distribution"),  unless in connection
with such  Liquidation,  the Debentures in an aggregate  stated principal amount
equal to the aggregate stated  liquidation  amount of such  Securities,  with an
interest rate equal to the Distribution  Rate of, and bearing accrued and unpaid
interest  in an amount  equal to the accrued  and unpaid  Distributions  on, and
having  the same  record  date as,  such  Securities,  after  paying  or  making
reasonable  provision  to  pay  all  claims  and  obligations  of the  Trust  in
accordance  with the Statutory  Trust Act,  shall be  distributed  on a Pro Rata
basis to the Holders of the Securities in exchange for such Securities.

          The Sponsor,  as the Holder of all of the Common  Securities,  has the
right at any time to dissolve the Trust (including, without limitation, upon the
occurrence  of a Special  Event)  and,  after  satisfaction  of  liabilities  to
creditors of the Trust, cause the Debentures to be distributed to the Holders of
the  Securities  on a Pro Rata basis in  accordance  with the  aggregate  stated
liquidation amount thereof.

          If a Liquidation of the Trust occurs as described in clause (i), (ii),
(iii) or (v) in Section 7.1(a) of the Declaration, the Trust shall be liquidated
by the Institutional Trustee as expeditiously as it determines to be possible by
distributing,  after  satisfaction  of liabilities to creditors of the Trust, to
the Holders of the Securities,  the Debentures on a Pro Rata basis to the extent
not satisfied by the Debenture Issuer, unless such distribution is determined by
the Institutional Trustee not to be practical,  in which event such Holders will
be entitled to receive out of the assets of the Trust available for distribution
to the Holders,  after  satisfaction of liabilities of creditors of the Trust to
the  extent  not  satisfied  by the  Debenture  Issuer,  an amount  equal to the
Liquidation  Distribution.  An early Liquidation of the Trust pursuant to clause
(iv) of  Section  7.1(a) of the  Declaration  shall  occur if the  Institutional
Trustee  determines  that such  Liquidation is possible by  distributing,  after
satisfaction  of  liabilities  to creditors of the Trust,  to the Holders of the
Securities on a Pro Rata basis, the Debentures, and such distribution occurs.


                                      I-5
<PAGE>


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

          After the date for any distribution of the Debentures upon dissolution
of the Trust  (i) the  Securities  of the  Trust  will be deemed to be no longer
outstanding,  (ii) upon  surrender of a Holder's  Securities  certificate,  such
Holder of the Securities will receive a certificate  representing the Debentures
to be delivered upon such distribution,  (iii) any certificates representing the
Securities still  outstanding will be deemed to represent  undivided  beneficial
interests in such of the Debentures as have an aggregate  principal amount equal
to the aggregate  stated  liquidation  amount with an interest rate identical to
the  Distribution  Rate of, and  bearing  accrued and unpaid  interest  equal to
accrued and unpaid  distributions on, the Securities until such certificates are
presented to the Debenture  Issuer or its agent for transfer or reissuance  (and
until such certificates are so surrendered, no payments of interest or principal
shall be made to  Holders of  Securities  in  respect  of any  payments  due and
payable under the Debentures;  provided,  however that such failure to pay shall
not be deemed to be an Event of Default  and shall not entitle the Holder to the
benefits of the Guarantee),  and (iv) all rights of Holders of Securities  under
the  Declaration  shall  cease,  except  the right of such  Holders  to  receive
Debentures upon surrender of certificates representing such Securities.

        4.      Redemption and Distribution.

          (a) The Debentures will mature on [September 15, 2037]. The Debentures
may be redeemed by the Debenture Issuer, in whole or in part on any Distribution
Payment Date on or after the Distribution  Payment Date in [September  2012], at
the Optional  Redemption  Price. In addition,  the Debentures may be redeemed by
the Debenture Issuer at the Special  Redemption Price, in whole but not in part,
at any  Distribution  Payment Date,  upon the occurrence and  continuation  of a
Special Event within 120 days  following the occurrence of such Special Event at
the  Special  Redemption  Price,  upon not less  than 30 nor more  than 60 days'
notice  to  holders  of  such  Debentures  so  long as  such  Special  Event  is
continuing.  The  Sponsor  shall  appoint a  Quotation  Agent for the purpose of
performing  the services  contemplated  in or by reference in, the definition of
Special Redemption Price. Any error in the calculation of the Special Redemption
Price by the Quotation  Agent or the  Debenture  Trustee may be corrected at any
time  by  notice  delivered  to the  Sponsor  and  the  holders  of the  Capital
Securities.  Subject to the corrective rights set forth above, all certificates,
communications, opinions, determinations, calculations, quotations and decisions
given,  expressed,  made or obtained for the purposes of the provisions relating
to the payment and calculation of the Special Redemption Price on the Debentures
or the Capital Securities by the Debenture  Trustee,  the Quotation Agent or the
Institutional  Trustee,  as the case may be,  shall (in the  absence  of willful
default,  bad faith or manifest  error) be final,  conclusive and binding on the
holders of the Debentures and the Capital Securities, the Trust and the Sponsor,
and no  liability  shall  attach  (except as  provided  above) to the  Debenture
Trustee, the Quotation Agent or the Institutional Trustee in connection with the
exercise or non-exercise by any of them of their respective  powers,  duties and
discretion.


                                      I-6
<PAGE>


          "Comparable   Treasury  Issue"  means  with  respect  to  any  Special
Redemption  Date the United States Treasury  security  selected by the Quotation
Agent as having a maturity  comparable to the Fixed Rate Period  Remaining  Life
that  would  be  utilized,  at the  time of  selection  and in  accordance  with
customary financial practice, in pricing new issues of corporate debt securities
of  comparable  maturity to the Fixed Rate Period  Remaining  Life. If no United
States  Treasury  security  has a maturity  which is within a period  from three
months before to three months after the Distribution  Payment Date in [September
2012],  the two most closely  corresponding  fixed,  non-callable  United States
Treasury  securities,  as selected by the Quotation Agent,  shall be used as the
Comparable  Treasury  Issue,  and the Treasury  Rate shall be  interpolated  and
extrapolated on a straight-line basis,  rounding to the nearest month using such
securities.

          "Comparable  Treasury  Price" means (a) the average of five  Reference
Treasury Dealer Quotations for such Special Redemption Date, after excluding the
highest and lowest such  Reference  Treasury  Dealer  Quotations,  or (b) if the
Quotation  Agent  obtains  fewer  than  five  such  Reference   Treasury  Dealer
Quotations, the average of all such Quotations.

          "Federal  Reserve" means the Board of Governors of the Federal Reserve
System and any successor federal agency.

         "Fixed Rate Period Remaining Life" means, with respect to any
Debenture, the period from the Special Redemption Date for such Debenture to the
Distribution Payment Date in [September 2012].

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

          "Optional   Redemption  Date"  shall  mean  the  date  fixed  for  the
redemption of Capital Securities,  which shall be any Distribution  Payment Date
on or after the Distribution Payment Date in [September 2012].

          "Optional  Redemption Price" means 100% of the principal amount of the
Debentures  being redeemed,  plus accrued and unpaid interest on such Debentures
to the Optional Redemption Date.

          "Primary Treasury Dealer" means either a nationally recognized primary
United States Government  securities dealer or an entity of recognized  standing
in matters pertaining to the quotation of treasury securities that is reasonably
acceptable to the Sponsor and the Institutional Trustee.


                                      I-7
<PAGE>


          "Quotation Agent" shall be a designee of the Trustee,  after receiving
consent from the Company, who is a Primary Treasury Dealer.

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

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

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

          "Special  Redemption  Date"  means a date on  which  a  Special  Event
redemption occurs, which shall be any Distribution Payment Date.

          "Special  Redemption  Price" means (a) if the Special  Redemption Date
occurs before the Distribution  Payment Date in [September 2012], the greater of
(i) 107.5% of the principal  amount of the  Debentures,  plus accrued and unpaid
Interest on the Debentures to the occurrence of the Special  Redemption Date, or
(ii) as determined by the Quotation  Agent, (A) the sum of the present values of
the scheduled  payments of principal and Interest on the  Debentures  during the
Fixed Rate Period  Remaining  Life of the  Debentures  (assuming the  Debentures
matured on the  Distribution  Payment Date in [September 2012] discounted to the
Special Redemption Date on a quarterly basis (assuming a 360-day year consisting
of twelve  30-day  months) at the  Treasury  Rate,  plus (B)  accrued and unpaid
Interest  on the  Debentures  to such  Special  Redemption  Date,  or (b) if the
Special  Redemption  Date occurs on or after the  Distribution  Payment  Date in
[September 2012], 100% of the principal amount of the Debentures being redeemed,
plus,  in each case,  accrued  and unpaid  interest  (including  any  Additional
Interest) on such Debentures to the Special Redemption Date.

          "Tax Event" means the receipt by the Debenture Issuer and the Trust of
an opinion of  counsel  experienced  in such  matters to the effect  that,  as a
result  of any  amendment  to or change  (including  any  announced  prospective
change) in the laws or any  regulations  thereunder  of the United States or any
political  subdivision or taxing authority thereof or therein, or as a result of
any official administrative  pronouncement (including any private letter ruling,
technical advice memorandum,  field service advice, regulatory procedure, notice
or  announcement  including any notice or  announcement  of intent to adopt such
procedures or regulations  (an  "Administrative  Action")) or judicial  decision
interpreting  or applying such laws or  regulations,  regardless of whether such
Administrative  Action or judicial decision is issued to or in connection with a
proceeding  involving  the  Debenture  Issuer or the Trust  and  whether  or not
subject  to  review  or  appeal,   which   amendment,   clarification,   change,
Administrative Action or decision is enacted,  promulgated or announced, in each
case on or after the date of original issuance of the Debentures,  there is more
than an insubstantial  risk that: (i) the Trust is, or will be within 90 days of
the date of such  opinion,  subject  to United  States  federal  income tax with
respect to income received or accrued on the Debentures;  (ii) interest  payable
by the Debenture  Issuer on the Debentures is not, or within 90 days of the date
of such opinion, will not be, deductible by the Debenture Issuer, in whole or in
part, for United States  federal income tax purposes;  or (iii) the Trust is, or
will be within 90 days of the date of such  opinion,  subject  to more than a de
minimis amount of other taxes  (excluding  withholding  taxes),  duties or other
governmental charges.


                                      I-8
<PAGE>


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

          (b) Upon the  repayment in full at maturity or  redemption in whole or
in  part  of the  Debentures  (other  than  following  the  distribution  of the
Debentures to the Holders of the  Securities),  the proceeds from such repayment
or payment shall  concurrently  be applied to redeem Pro Rata at the  applicable
Optional Redemption Price or Special Redemption Price, as applicable, Securities
having an aggregate  liquidation amount equal to the aggregate  principal amount
of the Debentures so repaid or redeemed; provided, however, that holders of such
Securities shall be given not less than 30 nor more than 60 days' notice of such
redemption (other than at the scheduled maturity of the Debentures).

          (c)  If  fewer  than  all  the  outstanding  Securities  are  to be so
redeemed,  the Common Securities and the Capital Securities will be redeemed Pro
Rata and the Capital  Securities  to be redeemed  will be redeemed Pro Rata from
each Holder of Capital Securities.

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

          (e) Redemption or Distribution Procedures.

          (i)  Notice of any  redemption  of or notice  of  distribution  of the
Debentures in exchange for, the Securities (a "Redemption/Distribution  Notice")
will be given by the Trust by mail to each Holder of  Securities  to be redeemed
or  exchanged  not fewer than 30 nor more than 60 days before the date fixed for
redemption or exchange  thereof which, in the case of a redemption,  will be the
date fixed for 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 paragraph  4(e)(i), a  Redemption/Distribution  Notice shall be
deemed to be given on the day such notice is first mailed by  first-class  mail,
postage  prepaid,  to Holders of such Securities.  Each  Redemption/Distribution
Notice shall be addressed  to the Holders of such  Securities  at the address of
each such Holder  appearing on the books and records of the 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.


                                      I-9
<PAGE>


          (ii)  If the  Securities  are to be  redeemed  and the  Trust  gives a
Redemption/  Distribution  Notice,  which  notice  may  only  be  issued  if the
Debentures  are  redeemed as set out in this  paragraph 4 (which  notice will be
irrevocable),  then,  provided that the  Institutional  Trustee has a sufficient
amount of cash in  connection  with the  related  redemption  or maturity of the
Debentures,  the Institutional  Trustee will, with respect to Book Entry Capital
Securities,  irrevocably deposit with the Depositary for such Book Entry Capital
Securities,  to the  extent  available  therefor,  funds  sufficient  to pay the
relevant  Optional  Redemption  Price or Special  Redemption Price and will give
such  Depositary  irrevocable  instructions  and  authority to pay such Optional
Redemption Price or Special  Redemption  Price, as applicable,  to the Owners of
the Capital  Securities and with respect to Capital Securities that are not Book
Entry  Capital  Securities,  the  Institutional  Trustee will pay, to the extent
available therefor, the relevant Optional Redemption Price or Special Redemption
Price,  as applicable,  to the Holders of such Securities by check mailed to the
address of each such Holder  appearing  on the books and records of the Trust on
the   Optional    Redemption   Date   or   Special   Redemption   Date.   If   a
Redemption/Distribution  Notice  shall  have been given and funds  deposited  as
required  then  immediately  prior to the close of  business on the date of such
deposit  Distributions  will  cease to accrue on the  Securities  so 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
applicable  Optional  Redemption Price or Special  Redemption Price specified in
paragraph  4(a),  but without  interest  on such  Optional  Redemption  Price or
Special  Redemption Price. If any date fixed for redemption of Securities is not
a Business Day, then payment of any such  Optional  Redemption  Price or Special
Redemption  Price payable on such date will be made on the next  succeeding  day
that is a Business Day. If payment of the Optional  Redemption  Price or Special
Redemption Price in respect of any Securities is improperly  withheld or refused
and not  paid  either  by the  Trust or by the  Debenture  Issuer  as  guarantor
pursuant to the Guarantee,  Distributions  on such  Securities  will continue to
accrue at the Distribution  Rate from the original  Optional  Redemption Date or
Special Redemption Date to the actual date of payment,  in which case the actual
payment date will be considered  the date fixed for  redemption  for purposes of
calculating the Optional  Redemption Price or Special  Redemption  Price. In the
event of any redemption of the Capital  Securities  issued by the Trust in part,
the Trust  shall not be  required  to (i) issue,  register  the  transfer  of or
exchange  any Security  during a period  beginning at the opening of business 15
days before any selection for redemption of the Capital Securities and ending at
the close of  business  on the  earliest  date on which the  relevant  notice of
redemption is deemed to have been given to all Holders of the Capital Securities
to be so  redeemed,  or (ii)  register  the  transfer of or exchange any Capital
Securities  so  selected  for  redemption,  in whole or in part,  except for the
unredeemed portion of any Capital Securities being redeemed in part.


                                      I-10
<PAGE>


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

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

        5.      Voting Rights - Capital Securities.

          (a) Except as provided  under  paragraphs  5(b) and 7 and as otherwise
required by law and the Declaration,  the Holders of the Capital Securities will
have no voting rights.  The Administrators are required to call a meeting of the
Holders of the  Capital  Securities  if directed to do so by Holders of at least
10% in liquidation amount of the Capital Securities.

          (b)  Subject to the  requirements  of  obtaining  a tax opinion by the
Institutional Trustee in certain circumstances set forth in the last sentence of
this paragraph,  the Holders of a Majority in liquidation  amount of the Capital
Securities,  voting  separately  as a class,  have the right to direct the time,
method,  and place of conducting any proceeding for any remedy  available to the
Institutional  Trustee,  or  exercising  any trust or power  conferred  upon the
Institutional  Trustee under the Declaration,  including the right to direct the
Institutional Trustee, as holder of the Debentures, to (i) exercise the remedies
available  under the Indenture as the holder of the  Debentures,  (ii) waive any
past default that is waivable under the  Indenture,  (iii) exercise any right to
rescind or annul a declaration that the principal of all the Debentures shall be
due and  payable,  or (iv)  consent on behalf of all the  Holders of the Capital
Securities to any amendment, modification or termination of the Indenture or the
Debentures where such consent shall be required;  provided, however, that, where
a consent or action under the Indenture  would require the consent or act of the
holders of greater  than a simple  majority  in  aggregate  principal  amount of
Debentures (a "Super Majority") affected thereby, the Institutional  Trustee may
only give such  consent  or take such  action at the  written  direction  of the
Holders  of at  least  the  proportion  in  liquidation  amount  of the  Capital
Securities  outstanding  which the relevant  Super  Majority  represents  of the
aggregate principal amount of the Debentures  outstanding.  If the Institutional
Trustee fails to enforce its rights under the Debentures  after the Holders of a
Majority in liquidation  amount of such Capital  Securities have so directed the
Institutional  Trustee,  to the fullest extent permitted by law, a Holder of the
Capital  Securities  may  institute  a legal  proceeding  directly  against  the
Debenture  Issuer  to  enforce  the  Institutional  Trustee's  rights  under the
Debentures   without  first   instituting  any  legal  proceeding   against  the
Institutional  Trustee  or any  other  person  or  entity.  Notwithstanding  the
foregoing,  if an Event of Default has occurred and is continuing and such event
is  attributable  to the  failure of the  Debenture  Issuer to pay  interest  or
principal on the Debentures on the date the interest or principal is payable (or
in the  case  of  redemption,  the  Optional  Redemption  Date  or  the  Special
Redemption  Date,  as  applicable),  then a  Holder  of  record  of the  Capital
Securities may directly  institute a proceeding for enforcement of payment on or
after the  respective  due dates  specified  in the  Debentures,  to such Holder
directly of the principal of or interest on the  Debentures  having an aggregate
principal  amount  equal to the  aggregate  liquidation  amount  of the  Capital
Securities of such Holder. The Institutional Trustee shall notify all Holders of
the  Capital  Securities  of any  default  actually  known to the  Institutional
Trustee  with respect to the  Debentures  unless (x) such default has been cured
prior to the giving of such notice, or (y) the Institutional  Trustee determines
in good faith that the  withholding  of such  notice is in the  interest  of the
Holders of such  Capital  Securities,  except  where the default  relates to the
payment of principal of or interest on any of the Debentures.  Such notice shall
state that such Indenture Event of Default also  constitutes an Event of Default
hereunder.  Except  with  respect  to  directing  the time,  method and place of
conducting a proceeding for a remedy,  the Institutional  Trustee shall not take
any of the actions  described  in clauses  (i),  (ii) or (iii) above  unless the
Institutional Trustee has obtained an opinion of tax counsel to the effect that,
as a result of such  action,  the Trust will not be  classified  as other than a
grantor trust for United States federal income tax purposes.


                                      I-11
<PAGE>


          In the event the consent of the Institutional  Trustee,  as the holder
of the Debentures is required under the Indenture with respect to any amendment,
modification or termination of the Indenture,  the  Institutional  Trustee shall
request the  direction  of the Holders of the  Securities  with  respect to such
amendment,  modification  or  termination  and shall  vote with  respect to such
amendment,  modification or termination as directed by a Majority in liquidation
amount of the Securities voting together as a single class;  provided,  however,
that where a consent  under the  Indenture  would require the consent of a Super
Majority,  the Institutional Trustee may only give such consent at the direction
of  the  Holders  of at  least  the  proportion  in  liquidation  amount  of the
Securities  outstanding  which the relevant  Super  Majority  represents  of the
aggregate  principal  amount of the Debentures  outstanding.  The  Institutional
Trustee shall not take any such action in accordance  with the directions of the
Holders of the  Securities  unless the  Institutional  Trustee  has  obtained an
opinion of tax counsel to the effect that, as a result of such action, the Trust
will not be classified  as other than a grantor trust for United States  federal
income tax purposes.

          A waiver of an Indenture  Event of Default will constitute a waiver of
the corresponding Event of Default hereunder. Any required approval or direction
of  Holders of the  Capital  Securities  may be given at a  separate  meeting of
Holders of the Capital Securities convened for such purpose, at a meeting of all
of the Holders of the  Securities  in the Trust or pursuant to written  consent.
The Institutional Trustee will cause a notice of any meeting at which Holders of
the Capital  Securities are entitled to vote, or of any matter upon which action
by written  consent of such Holders is to be taken,  to be mailed to each Holder
of record of the Capital  Securities.  Each such notice will include a statement
setting forth the following information (i) the date of such meeting or the date
by which  such  action  is to be taken,  (ii) a  description  of any  resolution
proposed for adoption at such meeting on which such Holders are entitled to vote
or of such matter upon which written consent is sought,  and (iii)  instructions
for the  delivery of proxies or  consents.  No vote or consent of the Holders of
the  Capital  Securities  will be  required  for the Trust to redeem  and cancel
Capital  Securities or to  distribute  the  Debentures  in  accordance  with the
Declaration and the terms of the Securities.

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


                                      I-12
<PAGE>


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

        6.      Voting Rights - Common Securities.

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

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

          (c)  Subject to Section  6.10 of the  Declaration  and only after each
Event of Default (if any) with respect to the Capital Securities has been cured,
waived, or otherwise eliminated and subject to the requirements of the second to
last sentence of this paragraph, the Holders of a Majority in liquidation amount
of the Common  Securities,  voting  separately as a class,  may direct the time,
method,  and place of conducting any proceeding for any remedy  available to the
Institutional  Trustee,  or  exercising  any trust or power  conferred  upon the
Institutional  Trustee under the Declaration,  including (i) directing the time,
method,  place of  conducting  any  proceeding  for any remedy  available to the
Debenture  Trustee,  or exercising any trust or power conferred on the Debenture
Trustee  with respect to the  Debentures,  (ii) waiving any past default and its
consequences that is waivable under the Indenture, or (iii) exercising any right
to rescind or annul a declaration that the principal of all the Debentures shall
be due and payable; provided, however, that, where a consent or action under the
Indenture would require a Super  Majority,  the  Institutional  Trustee may only
give such consent or take such action at the written direction of the Holders of
at least the proportion in liquidation amount of the Common Securities which the
relevant  Super  Majority  represents of the aggregate  principal  amount of the
Debentures  outstanding.  Notwithstanding this paragraph 6(c), the Institutional
Trustee shall not revoke any action previously  authorized or approved by a vote
or consent of the Holders of the Capital Securities.  Other than with respect to
directing the time, method and place of conducting any proceeding for any remedy
available to the  Institutional  Trustee or the  Debenture  Trustee as set forth
above,  the  Institutional  Trustee shall not take any action  described in (i),
(ii) or (iii) above, unless the Institutional Trustee has obtained an opinion of
tax counsel to the effect that for the purposes of United States  federal income
tax the Trust will not be classified as other than a grantor trust on account of
such action. If the Institutional  Trustee fails to enforce its rights under the
Declaration  to the fullest  extent  permitted  by law, any Holder of the Common
Securities  may  institute  a legal  proceeding  directly  against any Person to
enforce the Institutional Trustee's rights under the Declaration,  without first
instituting a legal proceeding  against the  Institutional  Trustee or any other
Person.

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


                                      I-13
<PAGE>


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

        7.      Amendments to Declaration and Indenture.

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

          (b) In the event  the  consent  of the  Institutional  Trustee  as the
holder of the  Debentures is required  under the  Indenture  with respect to any
amendment,  modification or termination of the Indenture or the Debentures,  the
Institutional  Trustee shall request the written direction of the Holders of the
Securities with respect to such amendment, modification or termination and shall
vote with respect to such amendment, modification, or termination as directed by
a Majority in liquidation  amount of the Securities  voting together as a single
class; provided, however, that where a consent under the Indenture would require
a Super Majority,  the  Institutional  Trustee may only give such consent at the
direction of the Holders of at least the proportion in liquidation amount of the
Securities  which  the  relevant  Super  Majority  represents  of the  aggregate
principal amount of the Debentures outstanding.

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

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


                                      I-14
<PAGE>


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

          9. Ranking.  The Capital  Securities  rank pari passu with and payment
thereon shall be made Pro Rata with the Common  Securities except that, where an
Event of Default has  occurred and is  continuing,  the rights of Holders of the
Common  Securities  to  receive  payment  of  Distributions  and  payments  upon
liquidation,  redemption  and  otherwise are  subordinated  to the rights of the
Holders  of the  Capital  Securities  with the  result  that no  payment  of any
Distribution on, or Optional  Redemption Price (or Special Redemption Price) of,
any Common Security, and no other payment on account of redemption,  liquidation
or other acquisition of Common Securities,  shall be made unless payment in full
in cash of all accumulated and unpaid  Distributions on all outstanding  Capital
Securities for all distribution  periods  terminating on or prior thereto, or in
the case of payment of the  Optional  Redemption  Price (or  Special  Redemption
Price) the full amount of such Optional  Redemption Price (or Special Redemption
Price) on all outstanding  Capital Securities then called for redemption,  shall
have been made or  provided  for,  and all funds  immediately  available  to the
Institutional  Trustee  shall first be applied to the payment in full in cash of
all  Distributions on, or the Optional  Redemption Price (or Special  Redemption
Price) of, the Capital Securities then due and payable.

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

          11.  Compliance with Rule 144A(d)(4) under the Securities Act. So long
as any of the Securities are outstanding and are "restricted  securities" within
the meaning of Rule 144(a)(3) under the Securities  Act, the Trust will,  during
any period in which it is not subject to and in  compliance  with  Section 13 or
15(d) of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),
or the Trust is not exempt from such reporting  requirements  pursuant to and in
compliance with Rule 12g3-2(b) under the Exchange Act, provide to each holder of
such restricted  securities and to each prospective  purchaser (as designated by
such holder) of such restricted  securities,  upon the request of such holder or
prospective purchaser in connection with any proposed transfer,  any information
required  to be  provided  by Rule  144A(d)(4)  under  the  Securities  Act,  if
applicable.  This covenant is intended to be for the benefit of the holders, and
the prospective purchasers designated by such holders, from time to time of such
restricted  securities.  The information  provided by the Trust pursuant to this
paragraph 11 will not, at the date  thereof,  contain any untrue  statement of a
material  fact or  omit  to  state  any  material  fact  necessary  to make  the
statements  therein,  in light of the circumstances  under which they were made,
not misleading.


                                      I-15
<PAGE>


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

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


                                      I-16
<PAGE>


                                   EXHIBIT A-1
                      FORM OF CAPITAL SECURITY CERTIFICATE
                               [FACE OF SECURITY]

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

          UNLESS  THIS  CAPITAL   SECURITY  IS   PRESENTED   BY  AN   AUTHORIZED
REPRESENTATIVE  OF DTC TO [TRUST NAME]OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT,  AND ANY CAPITAL  SECURITY ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC (AND ANY PAYMENT  HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED  REPRESENTATIVE  OF DTC), ANY TRANSFER,  PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

          THIS  SECURITY HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF
1933, AS AMENDED (THE "SECURITIES  ACT"), ANY STATE SECURITIES LAWS OR ANY OTHER
APPLICABLE   SECURITIES   LAW.   NEITHER  THIS  SECURITY  NOR  ANY  INTEREST  OR
PARTICIPATION  HEREIN MAY BE REOFFERED,  SOLD, ASSIGNED,  TRANSFERRED,  PLEDGED,
ENCUMBERED  OR  OTHERWISE  DISPOSED  OF IN THE ABSENCE OF SUCH  REGISTRATION  OR
UNLESS SUCH  TRANSACTION  IS EXEMPT  FROM,  OR NOT SUBJECT TO, THE  REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE
HOLDER OF THIS  SECURITY  BY ITS  ACCEPTANCE  HEREOF  AGREES  TO OFFER,  SELL OR
OTHERWISE  TRANSFER  THIS  SECURITY  ONLY (A) TO THE  SPONSOR OR THE TRUST,  (B)
PURSUANT TO A REGISTRATION  STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES  ACT,  (C) TO A  PERSON  WHOM THE  SELLER  REASONABLY  BELIEVES  IS A
QUALIFIED  INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A SO LONG AS THIS  SECURITY IS ELIGIBLE  FOR RESALE  PURSUANT TO RULE 144A IN
ACCORDANCE WITH RULE 144A, (D) TO A NON-U.S.  PERSON IN AN OFFSHORE  TRANSACTION
IN ACCORDANCE  WITH RULE 903 OR RULE 904 (AS  APPLICABLE)  OF REGULATION S UNDER
THE SECURITIES ACT, (E) TO AN  INSTITUTIONAL  "ACCREDITED  INVESTOR"  WITHIN THE
MEANING  OF  SUBPARAGRAPH  (A) OF RULE  501  UNDER  THE  SECURITIES  ACT THAT IS
ACQUIRING THIS CAPITAL SECURITY FOR ITS OWN ACCOUNT,  OR FOR THE ACCOUNT OF SUCH
AN INSTITUTIONAL  ACCREDITED  INVESTOR,  FOR INVESTMENT  PURPOSES AND NOT WITH A
VIEW TO, OR FOR OFFER OR SALE IN CONNECTION  WITH, ANY DISTRIBUTION IN VIOLATION
OF THE SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION  REQUIREMENTS OF THE SECURITIES  ACT,  SUBJECT TO THE SPONSOR'S AND
THE  TRUST'S  RIGHT  PRIOR TO ANY SUCH  OFFER,  SALE OR  TRANSFER TO REQUIRE THE
DELIVERY  OF AN OPINION  OF  COUNSEL,  CERTIFICATION  AND/OR  OTHER  INFORMATION
SATISFACTORY  TO EACH  OF  THEM IN  ACCORDANCE  WITH  THE  DECLARATION  (DEFINED
HEREIN), A COPY OF WHICH MAY BE OBTAINED FROM THE SPONSOR OR THE TRUST.  HEDGING
TRANSACTIONS  INVOLVING THIS SECURITY MAY NOT BE CONDUCTED  UNLESS IN COMPLIANCE
WITH THE SECURITIES ACT.


                                     A-1-1
<PAGE>


          HEDGING  TRANSACTIONS  INVOLVING  THIS  SECURITY  MAY NOT BE CONDUCTED
UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

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

          THIS  SECURITY  WILL BE ISSUED AND MAY BE  TRANSFERRED  ONLY IN BLOCKS
HAVING A LIQUIDATION  AMOUNT OF NOT LESS THAN  $100,000.00  (100 SECURITIES) AND
MULTIPLES OF $1,000.00 IN EXCESS THEREOF.  ANY ATTEMPTED  TRANSFER OF SECURITIES
IN A BLOCK HAVING A LIQUIDATION  AMOUNT OF LESS THAN $100,000.00 SHALL BE DEEMED
TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER.

          THE  HOLDER  OF THIS  SECURITY  AGREES  THAT IT WILL  COMPLY  WITH THE
FOREGOING RESTRICTIONS.

          THIS  SECURITY  IS IN  REGISTERED  FORM WITHIN THE MEANING OF TREASURY
REGULATIONS  SECTION  1.871-14(c)(1)(i)  FOR U.S. FEDERAL INCOME AND WITHHOLDING
TAX PURPOSES.

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


                                     A-1-2
<PAGE>


Certificate Number P-1                                           CUSIP No. [TBD]
                                                     [30,000] Capital Securities

                              [September 26, 2007]

          Certificate Evidencing Fixed/Floating Rate Capital Securities

                                       of

                                  [TRUST NAME]

               (liquidation amount $1,000.00 per Capital Security)

          [TRUST NAME], a statutory trust created under the laws of the State of
Delaware (the  "Trust"),  hereby  certifies that Cede & Co. (the  "Holder"),  as
nominee of The  Depository  Trust  Company is the  registered  owner of [30,000]
capital securities or such other number of Capital Securities represented hereby
as may be set  forth in the  records  of the  Securities  Registrar  hereinafter
referred to in accordance  with the  Declaration (as defined below) of the Trust
representing  undivided  beneficial  interests  in  the  assets  of  the  Trust,
(liquidation amount $1,000.00 per capital security) (the "Capital  Securities").
Subject to the Declaration, the Capital Securities are transferable on the books
and  records  of the  Trust in  person or by a duly  authorized  attorney,  upon
surrender of this Certificate duly endorsed and in proper form for transfer. The
Capital   Securities   represented  hereby  are  issued  pursuant  to,  and  the
designation, rights, privileges,  restrictions,  preferences and other terms and
provisions  of the Capital  Securities  shall in all respects be subject to, the
provisions of the Amended and Restated  Declaration  of Trust of the Trust dated
as of [September 26, 2007],  among Joel Weiner,  James Dulligan and Roger Brown,
as  Administrators,  Wilmington Trust Company,  as Delaware Trustee,  Wilmington
Trust Company,  as  Institutional  Trustee,  [CastlePoint  Holdings,  Ltd.],  as
Sponsor,  and the holders from time to time of undivided beneficial interests in
the assets of the Trust,  including the  designation of the terms of the Capital
Securities as set forth in Annex I to such amended and restated  declaration  as
the same may be amended from time to time (the "Declaration"). Capitalized terms
used  herein  but  not  defined  shall  have  the  meaning  given  them  in  the
Declaration.  The Holder is entitled to the  benefits of the  Guarantee  and the
Indenture to the extent provided therein. The Sponsor will provide a copy of the
Declaration,  the Guarantee, and the Indenture to the Holder without charge upon
written request to the Sponsor at its principal place of business.

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

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

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

          Signatures appear on following page


                                     A-1-3
<PAGE>



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

                                  [TRUST NAME]

                                  By:
                                     -------------------------------------------
                                       Name:
                                       Title:  Administrator


                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

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

                                  WILMINGTON TRUST COMPANY,
                                  as the Institutional Trustee

                                  By:
                                     -------------------------------------------
                                                  Authorized Officer


                                     A-1-4
<PAGE>


                          [REVERSE OF CAPITAL SECURITY]

          Distributions  payable on each Capital  Security will be payable at an
annual rate equal to [FIXED  RATE]%  beginning  on (and  including)  the date of
original  issuance and ending on (but excluding) the  Distribution  Payment Date
(defined herein) in [September  2012], and at an annual rate for each successive
period beginning on (and including) the Distribution  Payment Date in [September
2012],  and ending on (but excluding) the next succeeding  Distribution  Payment
Date  (each such  period,  a  "Distribution  Period"),  equal to 3-Month  LIBOR,
determined as described  below,  plus 3.50% (the "Coupon Rate"),  applied to the
stated liquidation amount of $1,000.00 per Capital Security, such rate being the
rate of  interest  payable  on the  Debentures  to be held by the  Institutional
Trustee.   Distributions  in  arrears  will  bear  interest  thereon  compounded
quarterly at the Distribution  Rate (to the extent permitted by applicable law).
The term  "Distributions" as used herein includes payments of cash distributions
and any such  compounded  distributions  and any Additional  Sums payable on the
Debentures unless otherwise noted. The term "Distribution  Payment Date" as used
herein  means each March 15, June 15,  September 15 and December 15 of each year
or if such day is not a Business Day, then the next  succeeding  Business Day. A
Distribution  is payable only to the extent that payments are made in respect of
the  Debentures  held  by  the  Institutional  Trustee  and to  the  extent  the
Institutional   Trustee  has  funds   available   therefor.   As  used   herein,
"Determination  Date" means the date that is two London  Banking  Days (i.e.,  a
business day in which dealings in deposits in U.S. dollars are transacted in the
London interbank market) preceding the commencement of the relevant Distribution
Period.  The amount of the  Distribution  payable  for any  Distribution  Period
commencing  on or  after  the  date of the  original  issuance  but  before  the
Distribution Payment Date in [September 2012] will be computed on the basis of a
360-day year of twelve 30-day months, it being understood that if a Distribution
is payable on a non Business  Day, and the  Distribution  Payment Date is on the
next  succeeding  Business  Day, no additional  interest or other  Distributions
shall accrue in respect of any such delay, and (ii) for the Distribution  Period
commencing on or after the  Distribution  Payment Date in  [September  2012] and
each succeeding Distribution Period will be computed on the Distribution Rate to
the  stated   liquidation   amount   outstanding  at  the  commencement  of  the
Distribution  Period and  multiplying  each such amount by the actual  number of
days in the Distribution Period concerned divided by 360.

          "3-Month  LIBOR" as used herein,  means the London  interbank  offered
interest rate for three-month  U.S. dollar deposits  determined by the Debenture
Trustee  in the  following  order  of  priority:  (i) the rate  (expressed  as a
percentage per annum) for U.S.  dollar  deposits  having a three-month  maturity
that appears on Reuters  Screen  LIBOR01 Page as of 11:00 a.m.  (London time) on
the related  Determination Date ("Reuters Screen LIBOR01 Page" means the display
designated  as "Reuters  Screen  LIBOR01 Page" or such other page as may replace
Reuters Screen LIBOR01 Page on that service or such other service or services as
may be nominated by the British Bankers'  Association as the information  vendor
for the purpose of displaying  London  interbank  offered rates for U.S.  dollar
deposits);  (ii) if such rate cannot be identified on the related  Determination
Date,  the Debenture  Trustee will request the principal  London offices of four
leading  banks in the London  interbank  market to provide  such banks'  offered
quotations  (expressed  as  percentages  per annum) to prime banks in the London
interbank  market for U.S. dollar  deposits having a three-month  maturity as of
11:00 a.m. (London time) on such Determination  Date. If at least two quotations
are provided,  3-Month  LIBOR will be the  arithmetic  mean of such  quotations;
(iii) if fewer than two such quotations are provided as requested in clause (ii)
above,  the  Debenture  Trustee  will  request four major New York City banks to
provide such banks' offered  quotations  (expressed as percentages per annum) to
leading  European banks for loans in U.S. dollars as of 11:00 a.m. (London time)
on such  Determination  Date.  If at least  two such  quotations  are  provided,
3-Month LIBOR will be the arithmetic mean of such quotations;  and (iv) if fewer
than two such  quotations  are  provided as  requested  in clause  (iii)  above,
3-Month  LIBOR  will  be  a  3-Month  LIBOR   determined  with  respect  to  the
Distribution Period immediately  preceding such current  Distribution Period. If
the rate for U.S. dollar  deposits having a three-month  maturity that initially
appears on Reuters  Screen  LIBOR01 Page as of 11:00 a.m.  (London  time) on the
related Determination Date is superseded on the Reuters Screen LIBOR01 Page by a
corrected rate by 12:00 noon (London time) on such Determination  Date, then the
corrected rate as so  substituted on the applicable  page will be the applicable
3-Month LIBOR for such Determination Date.


                                     A-1-5
<PAGE>


          "Interest Rate" means for the period  beginning on (and including) the
date of original issuance and ending on (but excluding) the Distribution Payment
Date in  [September  2012]  the rate per  annum of  [FIXED  RATE]%  and for each
Distribution Period thereafter, the Coupon Rate.

          The  Interest  Rate  for any  Distribution  Period  will at no time be
higher than the maximum  rate then  permitted by New York law as the same may be
modified by United States law.

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

          Except as  otherwise  described  below,  Distributions  on the Capital
Securities  will be cumulative,  will accrue from the date of original  issuance
and will be payable  quarterly  in arrears on each  Distribution  Payment  Date,
commencing on the  Distribution  Payment Date in [December  2007]. The Debenture
Issuer has the right under the  Indenture  to defer  payments of interest on the
Debentures,  so long as no  Indenture  Event  of  Default  has  occurred  and is
continuing,  by extending the interest  payment  period for up to 20 consecutive
quarterly periods (each an "Extension Period") at any time and from time to time
on the  Debentures,  subject to the  conditions  described  below,  during which
Extension  Period no interest  shall be due and  payable.  During any  Extension
Period, interest will continue to accrue on the Debentures, and interest on such
accrued interest will accrue at an annual rate equal to the Distribution Rate in
effect for each such Extension Period,  compounded  quarterly from the date such
interest  would have been payable were it not for the Extension  Period,  to the
extent  permitted  by law (such  interest  referred  to  herein  as  "Additional
Interest").  No  Extension  Period may end on a date  other than a  Distribution
Payment Date. At the end of any such Extension Period the Debenture Issuer shall
pay all  interest  then  accrued  and unpaid on the  Debentures  (together  with
Additional Interest thereon);  provided,  however,  that no Extension Period may
extend  beyond the Maturity  Date.  Prior to the  termination  of any  Extension
Period, the Debenture Issuer may further extend such period,  provided that such
period  together  with all such  previous  and  further  consecutive  extensions
thereof shall not exceed 20 consecutive  quarterly periods, or extend beyond the
Maturity Date. Upon the termination of any Extension Period and upon the payment
of all accrued and unpaid interest and Additional Interest, the Debenture Issuer
may commence a new Extension Period, subject to the foregoing  requirements.  No
interest or  Additional  Interest  shall be due and payable  during an Extension
Period,  except at the end thereof,  but each installment of interest that would
otherwise  have been due and payable  during such  Extension  Period  shall bear
Additional Interest.  During any Extension Period,  Distributions on the Capital
Securities  shall be deferred for a period  equal to the  Extension  Period.  If
Distributions are deferred, the Distributions due shall be paid on the date that
the related  Extension Period  terminates,  to Holders of the Securities as they
appear on the books and  records  of the Trust on the  record  date  immediately
preceding such date.  Distributions  on the Securities must be paid on the dates
payable  (after giving  effect to any  Extension  Period) to the extent that the
Trust has funds available for the payment of such  distributions in the Property
Account of the Trust.  The  Trust's  funds  available  for  Distribution  to the
Holders  of the  Securities  will be  limited  to  payments  received  from  the
Debenture  Issuer.  The payment of Distributions out of moneys held by the Trust
is guaranteed by the Guarantor pursuant to the Guarantee.


                                     A-1-6
<PAGE>


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


                                     A-1-7
<PAGE>



                                   ASSIGNMENT

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

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

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



        (Insert address and zip code of assignee) and irrevocably appoints agent
to transfer this Capital  Security  Certificate  on the books of the Trust.  The
agent may substitute another to act for him or her.

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

         Signature:
                   ----------------------------------

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

         Signature Guarantee:(1)

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

                                     A-1-8
<PAGE>




                                   EXHIBIT A-2

                       FORM OF COMMON SECURITY CERTIFICATE

                           COMMON SECURITY CERTIFICATE

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

        THIS CERTIFICATE IS NOT  TRANSFERABLE  EXCEPT IN COMPLIANCE WITH SECTION
8.1 OF THE DECLARATION (DEFINED HEREIN).

        THIS  COMMON  SECURITY  IS IN  REGISTERED  FORM  WITHIN  THE  MEANING OF
TREASURY  REGULATIONS  SECTION  1.871-14(c)(1)(i)  FOR U.S.  FEDERAL  INCOME AND
WITHHOLDING TAX PURPOSES.

         Certificate Number C-1              [928] Common Securities

                              [September 26, 2007]

          Certificate Evidencing Fixed/Floating Rate Common Securities

                                       of

                                  [TRUST NAME]

        [TRUST NAME],  a statutory  trust created under the laws of the State of
Delaware (the "Trust"),  hereby certifies that [CastlePoint Holdings, Ltd.] (the
"Holder") is the registered owner of common securities of the Trust representing
undivided  beneficial  interests  in  the  assets  of  the  Trust  (the  "Common
Securities").  Subject  to  the  Declaration  (as  defined  below),  the  Common
Securities are  transferable  on the books and records of the Trust in person or
by a duly authorized attorney,  upon surrender of this Certificate duly endorsed
and in proper form for transfer.  The Common Securities  represented  hereby are
issued  pursuant  to, and the  designation,  rights,  privileges,  restrictions,
preferences and other terms and provisions of the Common Securities shall in all
respects be subject to, the  provisions of the Amended and Restated  Declaration
of Trust of the Trust dated as of [September 26, 2007], among Joel Weiner, James
Dulligan  and Roger Brown,  as  Administrators,  Wilmington  Trust  Company,  as
Delaware   Trustee,   Wilmington  Trust  Company,   as  Institutional   Trustee,
[CastlePoint  Holdings,  Ltd.] as Sponsor,  and the holders from time to time of
undivided  beneficial  interest  in  the  assets  of  the  Trust  including  the
designation  of the terms of the  Common  Securities  as set forth in Annex I to
such amended and restated  declaration,  as the same may be amended from time to
time (the  "Declaration").  Capitalized  terms used herein but not defined shall
have the meaning  given them in the  Declaration.  The Holder is entitled to the
benefits of the Guarantee and the Indenture to the extent provided therein.  The
Sponsor will provide a copy of the Declaration,  the Guarantee and the Indenture
to the  Holder  without  charge  upon  written  request  to the  Sponsor  at its
principal place of business.

        As set forth in the  Declaration,  when an Event of Default has occurred
and is  continuing,  the rights of Holders  of Common  Securities  to payment in
respect of Distributions and payments

                                     A-2-1
<PAGE>

upon  Liquidation,  redemption  or otherwise are  subordinated  to the rights of
payment of Holders of the Capital Securities.

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

        By  acceptance  of this  Certificate,  the Holder  agrees to treat,  for
United  States  federal  income tax  purposes,  the  Fixed/Floating  Rate Junior
Subordinated  Deferrable Interest Debentures  ("Debentures") as indebtedness and
the Common  Securities  as evidence of  undivided  beneficial  ownership  in the
Debentures.

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

                                     A-2-2
<PAGE>





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

                                                    [TRUST NAME]

                                                     By:
                                                        ------------------------
                                                          Name:
                                                          Title: Administrator

                                     A-2-3
<PAGE>



                          [REVERSE OF COMMON SECURITY]

        Distributions  payable  on each  Common  Security  will be payable at an
annual rate equal to [FIXED  RATE]%  beginning  on (and  including)  the date of
original  issuance and ending on (but excluding) the  Distribution  Payment Date
(defined  herein) in [September  2012] and at an annual rate for each successive
period beginning on (and including) the Distribution  Payment Date in [September
2012],  and ending on (but excluding) the next succeeding  Distribution  Payment
Date  (each such  period,  a  "Distribution  Period"),  equal to 3-Month  LIBOR,
determined as described  below,  plus 3.50% (the "Coupon Rate"),  applied to the
stated liquidation amount of $1,000.00 per Common Security,  such rate being the
rate of  interest  payable  on the  Debentures  to be held by the  Institutional
Trustee.   Distributions  in  arrears  will  bear  interest  thereon  compounded
quarterly at the Distribution  Rate (to the extent permitted by applicable law).
The term  "Distributions" as used herein includes payments of cash distributions
and any such  compounded  distributions  and any Additional  Sums payable on the
Debentures unless otherwise noted. The term "Distribution Payment Date" as under
herein  means each March 15, June 15,  September 15 and December 15 of each year
or if such day is not a Business Day, then the next  succeeding  Business Day. A
Distribution  is payable only to the extent that payments are made in respect of
the  Debentures  held  by  the  Institutional  Trustee  and to  the  extent  the
Institutional   Trustee  has  funds   available   therefor.   As  used   herein,
"Determination  Date" means the date that is two London  Banking  Days (i.e.,  a
business day in which dealings in deposits in U.S. dollars are transacted in the
London interbank market) preceding the commencement of the relevant Distribution
Period. The amount of the Distribution  payable (i) for any Distribution  Period
commencing  on or  after  the  date of the  original  issuance  but  before  the
Distribution Payment Date in [September 2012] will be computed on the basis of a
360-day year of twelve 30-day months, it being understood that if a Distribution
is payable on a non Business  Day, and the  Distribution  Payment Date is on the
next  succeeding  Business  Day, no additional  interest or other  Distributions
shall accrue in respect of any such delay, and (ii) for the Distribution  Period
commencing on or after the  Distribution  Payment Date in  [September  2012] and
each  succeeding   Distribution  Period  will  be  calculated  by  applying  the
Distribution  Rate  to  the  stated   liquidation   amount  outstanding  at  the
commencement of the Distribution  Period and multiplying each such amount by the
actual number of days in the Distribution Period concerned divided by 360.

        "3-Month  LIBOR" as used  herein,  means the  London  interbank  offered
interest rate for three-month  U.S. dollar deposits  determined by the Debenture
Trustee  in the  following  order  of  priority:  (i) the rate  (expressed  as a
percentage per annum) for U.S.  dollar  deposits  having a three-month  maturity
that appears on Reuters  Screen  LIBOR01 Page as of 11:00 a.m.  (London time) on
the related  Determination Date ("Reuters Screen LIBOR01 Page" means the display
designated  as "Reuters  Screen  LIBOR01 Page" or such other page as may replace
Reuters Screen LIBOR01 Page on that service or such other service or services as
may be nominated by the British Bankers'  Association as the information  vendor
for the purpose of displaying  London  interbank  offered rates for U.S.  dollar
deposits);  (ii) if such rate cannot be identified on the related  Determination
Date,  the Debenture  Trustee will request the principal  London offices of four
leading  banks in the London  interbank  market to provide  such banks'  offered
quotations  (expressed  as  percentages  per annum) to prime banks in the London
interbank  market for U.S. dollar  deposits having a three-month  maturity as of
11:00 a.m. (London time) on such Determination  Date. If at least two quotations
are provided,  3-Month  LIBOR will be the  arithmetic  mean of such  quotations;
(iii) if fewer than two such quotations are provided as requested in clause (ii)
above,  the  Debenture  Trustee  will  request four major New York City banks to
provide such banks' offered  quotations  (expressed as percentages per annum) to
leading

                                     A-2-4
<PAGE>


European banks for loans in U.S.  dollars as of 11:00 a.m. (London time) on such
Determination Date. If at least two such quotations are provided,  3-Month LIBOR
will be the arithmetic mean of such quotations;  and (iv) if fewer than two such
quotations  are provided as requested in clause (iii) above,  3-Month LIBOR will
be  a  3-Month  LIBOR  determined  with  respect  to  the  Distribution   Period
immediately  preceding such current  Distribution  Period.  If the rate for U.S.
dollar deposits having a three-month  maturity that initially appears on Reuters
Screen LIBOR01 Page as of 11:00 a.m. (London time) on the related  Determination
Date is superseded  on the Reuters  Screen  LIBOR01 Page by a corrected  rate by
12:00 noon (London time) on such Determination  Date, then the corrected rate as
so substituted on the applicable  page will be the applicable  3-Month LIBOR for
such Determination Date.

        The Coupon  Rate for any  Distribution  Period will at no time be higher
than the maximum rate then permitted by New York law as the same may be modified
by United States law.

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

        Except  as  otherwise  described  below,  Distributions  on  the  Common
Securities  will be cumulative,  will accrue from the date of original  issuance
and will be payable  quarterly  in arrears on each  Distribution  Payment  Date,
commencing  on the  Distribution  Payment Date  [December  2007].  The Debenture
Issuer has the right under the  Indenture  to defer  payments of interest on the
Debentures,  so long as no  Indenture  Event  of  Default  has  occurred  and is
continuing,  by extending the interest  payment  period for up to 20 consecutive
quarterly periods (each an "Extension Period") at any time and from time to time
on the  Debentures,  subject to the  conditions  described  below,  during which
Extension  Period no interest  shall be due and  payable.  During any  Extension
Period, interest will continue to accrue on the Debentures, and interest on such
accrued interest will accrue at an annual rate equal to the Distribution Rate in
effect for each such Extension Period,  compounded  quarterly from the date such
interest  would have been payable were it not for the Extension  Period,  to the
extent  permitted  by law (such  interest  referred  to  herein  as  "Additional
Interest").  No  Extension  Period may end on a date  other than a  Distribution
Payment Date. At the end of any such Extension Period the Debenture Issuer shall
pay all  interest  then  accrued  and unpaid on the  Debentures  (together  with
Additional Interest thereon);  provided,  however,  that no Extension Period may
extend  beyond the Maturity  Date.  Prior to the  termination  of any  Extension
Period, the Debenture Issuer may further extend such period,  provided that such
period  together  with all such  previous  and  further  consecutive  extensions
thereof shall not exceed 20 consecutive  quarterly periods, or extend beyond the
Maturity Date. Upon the termination of any Extension Period and upon the payment
of all accrued and unpaid interest and Additional Interest, the Debenture Issuer
may commence a new Extension Period, subject to the foregoing  requirements.  No
interest or  Additional  Interest  shall be due and payable  during an Extension
Period,  except at the end thereof,  but each installment of interest that would
otherwise  have been due and payable  during such  Extension  Period  shall bear
Additional  Interest.  During any Extension Period,  Distributions on the Common
Securities  shall be deferred for a period  equal to the  Extension  Period.  If
Distributions are deferred, the Distributions due shall be paid on the date that
the related Extension Period terminates,  to Holders of the Common Securities as
they appear on the books and records of the Trust on the record date immediately
preceding such date.  Distributions on the Common Securities must be

                                     A-2-5
<PAGE>


paid on the dates payable  (after giving effect to any Extension  Period) to the
extent that the Trust has funds available for the payment of such  distributions
in  the  Property  Account  of  the  Trust.  The  Trust's  funds  available  for
Distribution to the Holders of the Common Securities will be limited to payments
received from the Debenture Issuer.

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


                                     A-2-6
<PAGE>



                                         ASSIGNMENT

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


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


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


         -----------------------------------------------------------------------
         (Insert address and zip code of assignee)

         and irrevocably appoints


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


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



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

                           Signature:
                                     -------------------------------------------

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



         Signature Guarantee(2)

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


                                     A-2-7

<PAGE>

                                   EXHIBIT B-1
                         Form of Transferor Certificate
                             to be Executed by QIBs
                                                               ----------, [   ]

[TRUST NAME]
C/o [CastlePoint Holdings, Ltd.]
128 Broadway
New York, New York  10005-1116


                    Re:     Purchase of $1,000 stated liquidation amount of
                            Fixed/Floating Rate Capital Securities (the "Capital
                            Securities") of [TRUST NAME]
                                                        ----------

        Reference  is hereby  made to the Amended and  Restated  Declaration  of
Trust of [TRUST  NAME],  dated as of [September  26, 2007] (the  "Declaration"),
among Joel Weiner, James Dulligan and Roger Brown, as Administrators, Wilmington
Trust Company, as Delaware Trustee,  Wilmingtosn Trust Company, as Institutional
Trustee,  [CastlePoint Holdings, Ltd.], as Sponsor, and the holders from time to
time  of  undivided   beneficial  interests  in  the  assets  of  [TRUST  NAME].
Capitalized terms used but not defined herein shall have the meanings given them
in the Declaration.

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

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

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

                                         (Name of Transferor)
                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:
Date:
     -------------------------------


                                     B-1-1
<PAGE>



                                   EXHIBIT B-2
                         Form of Transferee Certificate
                  to be Executed by Transferees other than QIBs


                                                               ----------, [   ]

[TRUST NAME]
C/o [CastlePoint Holdings, Ltd.]
[ADDRESS 1]
[ADDRESS 2]


                  Re:      Purchase of  $____________  stated  liquidation
                           amount of  Fixed/Floating  Rate Capital
                           Securities (the "Capital  Securities") of [TRUST
                           NAME]
                                -------------

Ladies and Gentlemen:

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

        1. We understand that the  Fixed/Floating  Rate Capital  Securities (the
"Capital  Securities")  of [TRUST NAME] ](the "Trust")  (including the guarantee
(the "Guarantee") of [CastlePoint  Holdings,  Ltd.] (the "Company")  executed in
connection therewith) and the Fixed/Floating Rate Junior Subordinated Deferrable
Interest  Debenture due 2037 of the Company (the "Debenture") (the entire amount
of the Trust's outstanding  Capital Securities,  the Guarantee and the Debenture
together  being referred to herein as the "Offered  Securities"),  have not been
registered under the Securities Act of 1933, as amended (the "Securities  Act"),
and may not be offered or sold except as permitted in the following sentence. We
agree on our own behalf and on behalf of any  investor  account for which we are
purchasing the Offered Securities that, if we decide to offer, sell or otherwise
transfer any such Offered  Securities,  (i) such offer, sale or transfer will be
made only (a) to the Company or the Trust, (b) to a person we reasonably believe
is a "qualified institutional buyer" (a "QIB") (as defined in Rule 144 under the
Securities Act) in a transaction  meeting the  requirements of Rule 144A, (c) to
an  institutional  "accredited  investor" within the meaning of subparagraph (a)
(1), (2), (3), (7) or (8) of Rule 501 under the Securities Act that is acquiring
Offered  Securities  for  its  own  account,  or for  the  account  of  such  an
"accredited  investor," for  investment  purposes and not with a view to, or for
offer or sale in connection with, any  distribution  thereof in violation of the
Securities  Act, (d) pursuant to an effective  registration  statement under the
Securities Act, or (e) pursuant to an exemption from the Securities Act, in each
case in  accordance  with any  applicable  securities  laws of any  state of the
United States or any other  applicable  jurisdiction  and, in the case of (c) or
(e),  subject to the right of the Trust and the  depositor to require an opinion
of counsel and other  information  satisfactory  to each of them.  The foregoing
restrictions  on resale will not apply  subsequent to the date on which,  in the
written  opinion  of  counsel,   the  Capital  Securities  are  not  "restricted
securities"  within the  meaning of Rule 144 under the  Securities  Act.  If any
resale or other  transfer  of the  Offered  Securities  is  proposed  to be made
pursuant to clause (c) or (e) above,  the transferor shall deliver a letter from
the  transferee  substantially  in the form of this letter to the  Institutional
Trustee as Securities Registrar, which shall provide as applicable,  among other
things, that the transferee is an institutional "accredited investor" within the
meaning of

                                     B-2-1
<PAGE>


subparagraph  (a) (1), (2), (3), (7) or (8) of Rule 501 under the Securities Act
that  is  acquiring  such  Securities  for  investment   purposes  and  not  for
distribution  in violation of the  Securities  Act. We acknowledge on our behalf
and on behalf of any  investor  account for which we are  purchasing  Securities
that the Trust and the Company  reserve  the right  prior to any offer,  sale or
other  transfer  pursuant  to clause (c) or (e) to require  the  delivery of any
opinion of counsel,  certifications and/or other information satisfactory to the
Trust and the  Company.  We  understand  that the  certificates  for any Offered
Security that we receive will bear a legend  substantially  to the effect of the
foregoing.

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

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

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

        5.  We  acknowledge  that  we are  not a  fiduciary  of (i) an  employee
benefit,  individual  retirement account or other plan or arrangement subject to
Title I of the  Employee  Retirement  Income  Security  Act of 1974,  as amended
("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (the
"Code") (each a "Plan"); or (ii) an entity whose underlying assets include "plan
assets" by reason of any Plan's investment in the entity, and are not purchasing
any of the Offered  Securities  on behalf of or with "plan  assets" by reason of
any Plan's investment in the entity.

        6. We  acknowledge  that the Trust and the  Company and others will rely
upon the truth and accuracy of the foregoing  acknowledgments,  representations,
warranties  and  agreements  and  agree  that  if any  of  the  acknowledgments,
representations,  warranties  and  agreements  deemed  to have  been made by our
purchase  of any of the  Offered  Securities  are no longer  accurate,  we shall
promptly  notify the Company.  If we are acquiring  any Offered  Securities as a
fiduciary or agent for one or more investor accounts,  we represent that we have
sole discretion with respect to each such investor account and that we have full
power to make the foregoing  acknowledgments,  representations  and agreement on
behalf of each such investor account.

                                     B-2-2
<PAGE>

                                   ---------------------------------------------
                                   (Name of Purchaser)

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

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

        Upon  transfer,  the  Capital  Securities  (having a stated  liquidation
amount of $_____________)  would be registered in the name of the new beneficial
owner as follows.

Name:
     -----------------------------------------------------

Address:
        ---------------------------------------------

Taxpayer ID Number:
                   -----------------


                                     B-2-3


<PAGE>



                                    EXHIBIT C

                          SPECIMEN OF INITIAL DEBENTURE

                                  (See Tab ___)



<PAGE>





                                    EXHIBIT D

                               PLACEMENT AGREEMENT

                                  (See Tab____)