EXECUTION COPY

                              AMENDED AND RESTATED

                              DECLARATION OF TRUST

                                       OF

                           JAMES RIVER CAPITAL TRUST I

                            Dated as of May 26, 2004



                                TABLE OF CONTENTS



                                                                                                 Page
                                                                                                 ----

                                                   ARTICLE I
                                         INTERPRETATION AND DEFINITIONS

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

                                                   ARTICLE II
                                       LIST OF HOLDERS; EVENTS OF DEFAULT

SECTION 2.1    Lists of Holders of Securities.......................................................8
SECTION 2.2    Events of Default; Waiver............................................................8
SECTION 2.3    Event of Default; Notice............................................................10

                                                  ARTICLE III
                                                  ORGANIZATION

SECTION 3.1    Name................................................................................11
SECTION 3.2    Office..............................................................................11
SECTION 3.3    Purposes............................................................................11
SECTION 3.4    Authority...........................................................................11
SECTION 3.5    Title to Property of the Trust......................................................12
SECTION 3.6    Powers and Duties of the Regular Trustees...........................................12
SECTION 3.7    Prohibition of Actions by the Trust and the Trustees................................14
SECTION 3.8    Powers and Duties of the Institutional Trustee......................................15
SECTION 3.9    Certain Duties and Responsibilities of the Institutional Trustee....................17
SECTION 3.10   Certain Rights of the Institutional Trustee.........................................19
SECTION 3.11   Delaware Trustee....................................................................21
SECTION 3.12   Execution of Documents..............................................................21
SECTION 3.13   Not Responsible for Recitals or Issuance of Securities..............................21
SECTION 3.14   Duration of Trust...................................................................21
SECTION 3.15   Mergers.............................................................................21

                                                   ARTICLE IV
                                                    SPONSOR

SECTION 4.1    Sponsor's Purchase of Common Securities.............................................23
SECTION 4.2    Responsibilities of the Sponsor.....................................................23
SECTION 4.3    Right to Proceed....................................................................24
SECTION 4.4    Expenses............................................................................24

                                                   ARTICLE V
                                                    TRUSTEES

SECTION 5.1    Number of Trustees..................................................................25
SECTION 5.2    Delaware Trustee....................................................................25



                                        i





SECTION 5.3    Institutional Trustee; Eligibility..................................................26
SECTION 5.4    Certain Qualifications of the Regular Trustees and the Delaware Trustee Generally...26
SECTION 5.5    Regular Trustees....................................................................26
SECTION 5.6    Appointment, Removal and Resignation of Trustees....................................27
SECTION 5.7    Vacancies among Trustees............................................................29
SECTION 5.8    Effect of Vacancies.................................................................29
SECTION 5.9    Meetings............................................................................29
SECTION 5.10   Delegation of Power.................................................................29
SECTION 5.11   Merger, Conversion, Consolidation or Succession to Business.........................30

                                                   ARTICLE VI
                                                 DISTRIBUTIONS

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

                                                  ARTICLE VII
                                             ISSUANCE OF SECURITIES

SECTION 7.1    General Provisions Regarding Securities.............................................30
SECTION 7.2    Paying Agent........................................................................32
SECTION 7.3    Outstanding Preferred Securities....................................................32

                                                  ARTICLE VIII
                                      DISSOLUTION AND TERMINATION OF TRUST

SECTION 8.1    Dissolution and Termination of Trust................................................33

                                                   ARTICLE IX
                                             TRANSFER OF INTERESTS

SECTION 9.1    Transfer of Securities..............................................................34
SECTION 9.2    Transfer of Certificates............................................................34
SECTION 9.3    Deemed Security Holders.............................................................38
SECTION 9.4    Mutilated, Destroyed, Lost or Stolen Certificates...................................38

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

SECTION 10.1   Liability...........................................................................38
SECTION 10.2   Exculpation.........................................................................39
SECTION 10.3   Fiduciary Duty......................................................................39
SECTION 10.4   Indemnification.....................................................................40
SECTION 10.5   Outside Businesses..................................................................43
SECTION 10.6   Compensation; Fees..................................................................44



                                       ii





                                                   ARTICLE XI
                                                   ACCOUNTING

SECTION 11.1   Fiscal Year.........................................................................44
SECTION 11.2   Certain Accounting Matters and Reports..............................................44
SECTION 11.3   Banking.............................................................................45
SECTION 11.4   Withholding.........................................................................46

                                                  ARTICLE XII
                                            AMENDMENTS AND MEETINGS

SECTION 12.1   Amendments..........................................................................46
SECTION 12.2   Meetings of the Holders of Securities; Action by Written Consent....................48

                                                  ARTICLE XIII
                         REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND DELAWARE TRUSTEE

SECTION 13.1   Representations and Warranties of Institutional Trustee.............................49
SECTION 13.2   Representations and Warranties of Delaware Trustee..................................50

                                                  ARTICLE XIV
                                                 MISCELLANEOUS

SECTION 14.1   Notices.............................................................................51
SECTION 14.2   Governing Law.......................................................................52
SECTION 14.3   Submission to Jurisdiction..........................................................52
SECTION 14.4   Intention of the Parties............................................................52
SECTION 14.5   Headings..................................................ERROR! BOOKMARK NOT DEFINED.
SECTION 14.6   Successors and Assigns..............................................................52
SECTION 14.7   Partial Enforceability..............................................................53
SECTION 14.8   Counterparts........................................................................53

ANNEX I -- Terms of ICONS Preferred Securities and ICONS Common Securities........................A-1
Exhibit A-1 -- Form of Preferred Security Certificate............................................A1-1
Exhibit A-2 -- Form of Common Security Certificate...............................................A2-1
Exhibit B -- QIB Transferee Certificate...........................................................B-1
Exhibit C -- Accredited Investor Transferee Certificate...........................................C-1
Exhibit D -- Offshore Transferee Certificate......................................................D-1
Exhibit E -- Form of Quarterly Officer's Certificate..............................................E-1



                                       iii



                              AMENDED AND RESTATED
                              DECLARATION OF TRUST
                                       OF
                           JAMES RIVER CAPITAL TRUST I

                                  May 26, 2004

          THIS AMENDED AND RESTATED DECLARATION OF TRUST ("Declaration") is
dated and effective as of May 26, 2004 by the Trustees (as defined herein), the
Sponsor (as defined herein) and by the holders, from time to time, of undivided
beneficial interests in the assets of the Trust to be issued pursuant to this
Declaration.

          WHEREAS, certain of the Trustees and James River Group, Inc., as
Sponsor, Common Securities Holder and Debenture Issuer, established James River
Capital Trust I (the "Trust"), a statutory trust under the Statutory Trust Act
(as defined herein), pursuant to a Declaration of Trust, dated as of May 21,
2004 (the "Original Declaration"), and a Certificate of Trust filed with the
Secretary of State of the State of Delaware on May 21, 2004 (the "Certificate of
Trust") for the purpose of issuing and selling Securities (as defined herein)
and investing the proceeds therefrom in Debentures of the Debenture Issuer (each
as defined herein); and

          WHEREAS, as of the date hereof, no Securities have been issued; and

          WHEREAS, the parties hereto, by this Declaration, hereby 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, subject to the provisions of this
Declaration.

                                    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;

          (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 as modified, supplemented or amended from time to time;

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



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

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

          "Additional Interest" has the meaning set forth in Section 2(g) of
Annex I.

          "Affiliate" means, with respect to a specified Person, (a) any Person
directly or indirectly owning, controlling or holding with power to vote, 10% or
more of the outstanding Voting Securities or other ownership interests of the
specified Person, (b) any Person 10% or more of whose outstanding Voting
Securities (as defined in the Indenture) or other ownership interests are
directly or indirectly owned, controlled or held with power to vote by the
specified Person, (c) any Person directly or indirectly controlling, controlled
by, or under common control with the specified Person, (d) a partnership in
which the specified Person is a general partner, (e) any officer or director of
the specified Person, and (f) if the specified Person is an individual, any
entity of which the specified Person is an officer, director or general partner.

          "Authorized Officer" of a Person means any executive officer,
president, vice-president, assistant vice-president, treasurer, assistant
treasurer, secretary, assistant secretary or other officer of such Person
generally authorized to bind such Person.

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

          "Calculation Agent" has the meaning set forth in Section 2(d) of Annex
I.

          "Certificate" means a Common Security Certificate and/or a Preferred
Security Certificate, as the context requires.

          "Certificate of Trust" has the meaning set forth in the first recital
hereto.

          "Closing Date" means the "Closing Time" as defined in the Purchase
Agreement.

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

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

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

          "Common Security Certificate" means a definitive certificate in fully
registered form evidencing one or more Common Securities substantially in the
form of Exhibit A-2.


                                       2



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

          "Compound Interest" has the meaning set forth in Section 2(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 Rodney Square North, 1100 North
Market Street, Wilmington, Delaware 19890-0001.

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

          "Creditor" has the meaning set forth in Section 4.4.

          "Debenture Issuer" means James River Group, Inc., a Delaware
corporation, in its capacity as issuer of the Debentures under the Indenture.

          "Debenture Purchase Agreement" means the purchase agreement to be
dated as of the Closing Date, between the Debenture Trustee and the Trust,
relating to the Debentures.

          "Debentures" means the Floating Rate Junior Subordinated Debentures
due 2034 issued by the Sponsor to the Trust.

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

          "Declaration" has the meaning set forth in the preamble hereto.

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

          "Default" in respect of the Securities means a "Default" with the
meaning of, and as described under, the Indenture that has occurred and is
continuing in respect of the Debentures.

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

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

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

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

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


                                       3



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

          "Event of Default" in respect of the Securities means an "Event of
Default" within the meaning of, and as defined under, the Indenture that has
occurred and is continuing in respect of the Debentures.

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

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

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

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

          "ICONS" means ICONS, Ltd., a limited liability company formed pursuant
to the laws of the Cayman Islands.

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

          "Indenture" means the Indenture, to be dated as of the Closing Time,
between the Debenture Issuer and the Debt Trustee, and any indenture
supplemental thereto applicable to the Debentures.

          "Institutional Trustee" means the Trustee meeting the eligibility
requirements set forth in Section 5.3.

          "Institutional Trustee Account" has the meaning set forth in Section
3.8(c).

          "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 Section 4(c)
of Annex I hereto.

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

          "LIBOR" has the meaning set forth in Section 2(d) of Annex I.

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

          "List of Holders" has the meaning set forth in Section 2.1.


                                       4



          "London Business Day" means any day, other than a Saturday or Sunday,
on which banks are open for business (including dealings in U.S. dollars) in
London.

          "Majority in Liquidation Amount of Securities" means, except as
provided in the terms of the Preferred Securities set forth in Annex I hereto or
by the Trust Indenture Act, Holder(s) of outstanding Securities voting together
as a single class, excluding the Trust, the Debenture Issuer and any Affiliate
of the Trust or the Debenture Issuer, or, as the context may require, Holders of
outstanding Preferred Securities or Holders of outstanding Common Securities
voting separately as a class, who are the record owners of more than 50% of the
aggregate liquidation amount (including the liquidation amount that would be
paid on redemption, liquidation or otherwise plus accumulated and unpaid
Distributions to the date upon which the voting percentages are determined) of
all outstanding Securities, or all outstanding Securities of the relevant class,
as applicable.

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

          (a) a statement that each Authorized Officer signing the Certificate
has read the covenant or condition;

          (b) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate are based;

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

          (d) a statement as to whether or not, in the opinion of each such
Authorized Officer, such condition or covenant has been complied with.

          "Original Declaration" has the meaning set forth in the first recital
hereto.

          "Paying Agent" has the meaning set forth in Section 7.2.

          "Payment Amount" has the meaning set forth in Section 6.1.

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

          "PORTAL System" has the meaning specified in Section 3.6(b)(iii).

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


                                       5



          "Preferred Securities" has the meaning set forth in Section 7.1(a).

          "Preferred Securities Guarantee" means the guarantee agreement, to be
dated as of the Closing Time, between the Sponsor and the Preferred Guarantee
Trustee, in respect of the Preferred Securities.

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

          "Preferred Security Certificate" means a certificate in fully
registered form evidencing one or more Preferred Securities substantially in the
form of Exhibit A-1.

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

          "Purchase Agreement" means the Placement and Purchase Agreement dated
as of May 24, 2004 among the Trust, the Sponsor, Morgan Stanley & Co.
Incorporated, Cochran Caronia Securities LLC and ICONS.

          "QIB" means a "qualified institutional buyer" as that term is defined
in Rule 144A.

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

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

          "Redemption Price" shall have the meaning set forth in Section 4(a) of
Annex I.

          "Regular Trustee" has the meaning set forth in Section 5.1(a).

          "Related Party" means, with respect to the Sponsor, any direct or
indirect wholly-owned subsidiary of the Sponsor or any other Person that owns,
directly or indirectly, 100% of the outstanding voting securities of the
Sponsor.

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

          "Resignation Request" has the meaning set forth in Section 5.6(c).

          "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


                                       6



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

          "Restricted Securities Legend" has the meaning specified in Section
9.2(d).

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

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

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

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

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

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

          "Sponsor" means James River Group, Inc., a Delaware corporation, or
any permitted successor entity in a merger, consolidation or amalgamation, in
its capacity as sponsor of the Trust.

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

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

          "Successor Delaware Trustee" has the meaning set forth in Section
5.6(b)(ii).

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

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

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

          "Super Majority" has the meaning set forth in Section 2.2(a)(ii).

          "Tax Event" has the meaning set forth in Section 4(c) of Annex I
hereto.

          "10% in liquidation amount" means, except as provided in the terms of
the Preferred Securities set forth in Annex I hereto or by the Trust Indenture
Act, Holder(s) of outstanding Securities voting together as a single class, or,
as the context may require, Holders of outstanding Preferred Securities or
Holders of outstanding Common Securities voting separately as a class,


                                       7



who are the record owners of 10% or more of the aggregate liquidation amount
(including the liquidation amount that would be paid on redemption, liquidation
or otherwise plus accumulated and unpaid Distributions to the date upon which
the voting percentages are determined) of all outstanding Securities, or all
outstanding Securities of the relevant class, as applicable.

          "Transfer Agent" has the meaning set forth in Section 9.2(f).

          "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" has the meaning set forth in the first recital hereto.

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

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

                                   ARTICLE II
                       LIST OF HOLDERS; EVENTS OF DEFAULT

          SECTION 2.1 Lists of Holders of Securities.

          Each of the Sponsor and the Regular Trustees on behalf of the Trust
shall provide the Institutional Trustee (i) within 14 days after each record
date for payment of Distributions, a list, in such form as the Institutional
Trustee may reasonably require, of the names and addresses of the Holders ("List
of Holders") as of such record date, provided that neither the Sponsor nor the
Regular Trustees on behalf of the Trust shall be obligated to provide such List
of Holders at any time the List of Holders does not differ from the most recent
List of Holders given to the Institutional Trustee by the Sponsor and the
Regular Trustees on behalf of the Trust and (ii) at any other time, within 30
days of receipt by the Trust of a written request for a List of Holders as of a
date no more than 15 days before such List of Holders is given to the
Institutional Trustee. The Institutional Trustee shall preserve, in as current a
form as is reasonably practicable, all information contained in the Lists of
Holders given to it or which it receives in its capacity as Paying Agent (if
acting in such capacity) provided that the Institutional Trustee may destroy any
List of Holders previously given to it on receipt of a new List of Holders.

          SECTION 2.2 Events of Default; Waiver.

          (a) Subject to Section 2.2(c), the Holders of a Majority in
Liquidation Amount of Preferred Securities may, by vote, on behalf of the
Holders of all of the Preferred Securities,


                                       8



waive any past Event of Default in respect of the Preferred Securities and its
consequences, provided that, if the underlying event of default under the
Indenture:

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

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

               (iii) requires the consent or vote of each holder of Debentures
          to be waived under the Indenture, then the Event of Default may be
          waived only by each Holder of Preferred Securities.

          Upon such waiver, the related default shall cease to exist, and any
Event of Default with respect to the Preferred Securities arising therefrom
shall be deemed to have been cured, for every purpose of this Declaration, but
no such waiver shall extend to any subsequent or other default or an Event of
Default with respect to the Preferred Securities or impair any right consequent
thereon. Any waiver by the Holders of the Preferred Securities of an Event of
Default with respect to the Preferred Securities shall also be deemed to
constitute a waiver by the Holders of the Common Securities of any such Event of
Default with respect to the Common Securities for all purposes of this
Declaration without any further act, vote or consent of the Holders of the
Common Securities.

          (b) Subject to Section 2.2(c), the Holders of a Majority in
Liquidation Amount of the Common Securities may, by vote, on behalf of the
Holders of all of the Common Securities, waive any past Event of Default with
respect to the Common Securities and its consequences, provided that, if the
underlying event of default under the Indenture:

               (i) is not waivable under the Indenture, except where the Holders
          of the Common Securities are deemed to have waived such Event of
          Default as provided below in this Section 2.2(b), then the Event of
          Default shall also not be waivable; or

               (ii) requires the consent or vote of (A) a Super Majority to be
          waived, then the Event of Default may be waived only by the vote of
          the Holders of at least the proportion in aggregate liquidation amount
          of the Common Securities that the relevant Super Majority represents
          of the aggregate principal amount of the Debentures outstanding or (B)
          each holder of Debentures to be waived, then the Event of Default may
          only be waived by each Holder of Common Securities, except where the
          Holders of the Common Securities are deemed to have waived such Event
          of Default under the Declaration as provided below in this Section
          2.2(b).


                                       9



          Notwithstanding the foregoing, each Holder of Common Securities will
be deemed to have waived any such Event of Default and all Events of Default
with respect to the Common Securities and its consequences if all Events of
Default with respect to the Preferred Securities have been cured, waived or
otherwise eliminated, and until such Events of Default have been so cured,
waived or otherwise eliminated, the Institutional Trustee will be deemed to be
acting solely on behalf of the Holders of the Preferred Securities and only the
Holders of the Preferred Securities will have the right to direct the
Institutional Trustee in accordance with the terms of the Securities set forth
in Annex I hereto. If any Event of Default with respect to the Preferred
Securities is waived by the Holders of Preferred Securities as provided in this
Declaration, the Holders of Common Securities agree that such waiver shall also
constitute the waiver of such Event of Default with respect to the Common
Securities for all purposes under this Declaration without any further act, vote
or consent of the Holders of the Common Securities. Subject to the foregoing
provisions of this Section 2.2(b), upon such waiver, the related default shall
cease to exist, and any Event of Default with respect to the Common Securities
arising therefrom shall be deemed to have been cured for every purpose of this
Declaration, but no such waiver shall extend to any subsequent or other default
or Event of Default with respect to the Common Securities or impair any right
consequent thereon.

          (c) The right of any Holder to receive payment of Distributions, the
Redemption Price and the Liquidation Distribution in accordance with this
Declaration and the terms of the Securities set forth in Annex I on or after the
respective due dates therefor, or to institute suit for the enforcement of any
such payment on or after such dates, shall not be impaired without the consent
of each such Holder.

          (d) A waiver of an event of default under the Indenture by the
Institutional Trustee at the written direction of the Holders of the Preferred
Securities constitutes a waiver of the corresponding Event of Default.

          SECTION 2.3 Event of Default; Notice.

          (a) The Institutional Trustee shall, within 60 days after its
occurrence, mail to all Holders, as the names and addresses of such Holders
appear on the List of Holders, notice of all defaults actually known to a
Responsible Officer, unless such default shall have been cured before the giving
of such notice (the term "default" for the purposes of this Section 2.3(a) being
hereby defined to be any default under the Indenture, not including any periods
of grace, if any, provided for therein and irrespective of the giving of any
written notice provided therein); provided that, except in the case of a default
in the payment of principal of or premium on, if any, or interest on any of the
Debentures, the Institutional Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee, or a
trust committee of directors and/or Responsible Officers of the Institutional
Trustee in good faith determines that the withholding of such notice is in the
interests of the Holders; and provided further, that in the case of any default
of the character specified in Section 5.01(c) of the Indenture, no such notice
to Holders shall be given until at least 60 days after the Institutional Trustee
has notified the Company of such occurrence but shall be given within 90 days
after such occurrence.


                                       10



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

               (i) a default in the payment of principal of or interest on the
          Debentures; or

               (ii) any default as to which the Institutional Trustee shall have
          received written notice or of which a Responsible Officer charged with
          the administration of the Declaration shall have actual knowledge.

                                   ARTICLE III
                                  ORGANIZATION

          SECTION 3.1 Name.

          The Trust is named "James River Capital Trust I," as such name may be
modified from time to time by the Regular Trustees following written notice to
the Holders. The Trust's activities may be conducted under the name of the Trust
or any other name deemed advisable by the Regular Trustees.

          SECTION 3.2 Office.

          The address of the principal office of the Trust is c/o James River
Group, Inc., 1414 Raleigh Road, Suite 415, Chapel Hill, NC 27517. Upon ten (10)
Business Days' written notice to the Holders of Securities (with a copy to the
Institutional Trustee), the Regular Trustees may designate another principal
office which shall be an address in any state of the United States or in the
District of Columbia.

          SECTION 3.3 Purposes.

          The exclusive purposes and functions of the Trust are (i) to issue and
sell (a) its Preferred Securities pursuant to the Purchase Agreement in exchange
for cash and (b) its Common Securities to the Sponsor in exchange for cash, and
to use the aggregate proceeds of the sale of the Securities to purchase the
Debentures, (ii) to enter into such agreements and arrangements as may be
necessary in connection with the issuance and sale of the Securities and to take
all actions, and exercise such discretion, as may be necessary or desirable in
connection with the issuance and sale of the Securities, and (iii) except as
otherwise limited herein, to engage in only those other activities necessary or
incidental thereto. As more specifically provided in Section 3.7, the Trust
shall not borrow money, incur debt, 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 3.4 Authority.

          Subject to the limitations provided in this Declaration and to the
specific duties of the Institutional Trustee, the Regular Trustees shall have
exclusive and complete authority to carry out the purposes of the Trust. Any
action taken by the Regular Trustees in accordance with their


                                       11



powers shall constitute the act of and serve to bind the Trust and any action
taken by the Institutional Trustee on behalf of the Trust in accordance with its
powers shall constitute the act of and serve to bind the Trust. In dealing with
the Trustees acting on behalf of the Trust, no person shall be required to
inquire into the authority of the Trustees to bind the Trust. Persons dealing
with the Trust are entitled to rely conclusively on the power and authority of
the Trustees as set forth in this Declaration.

          SECTION 3.5 Title to Property of the Trust.

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

          SECTION 3.6 Powers and Duties of the Regular Trustees.

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

          (a) to issue and sell the Securities in accordance with this
Declaration; provided, however, that the Trust may issue no more than one series
of Preferred Securities and no more than one series of Common Securities; and,
provided further, that there shall be no interests in the Trust other than the
Securities, and the issuance of Securities shall be limited to simultaneous
issuance of both Preferred Securities and Common Securities on the Closing Date;

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

               (i) execute and enter into the Purchase Agreement providing for
          the sale of the Preferred Securities;

               (ii) take any actions to comply with the Securities Act or any
          securities laws of the states or other United States or foreign
          jurisdictions; and

               (iii) if requested by the Sponsor at the request of the Holders
          of a Majority in Liquidation Amount of the Preferred Securities,
          voting separately as a class, assist in the designation of the
          Preferred Securities for trading in the PORTAL (Private Offering,
          Resales and Trading through Automatic Linkages) system (the "PORTAL
          System"), if available.

          (c) to acquire the Debentures with the proceeds of the sale of the
Preferred Securities and the Common Securities, and to execute and deliver the
Debenture Purchase Agreement; provided, however, that the Regular Trustees 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;

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


                                       12



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

          (f) to take all actions and perform such duties as may be required of
the Regular Trustees pursuant to the terms of the Securities set forth in Annex
I hereto;

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

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

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

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

          (k) to act as, or appoint another Person to act as, registrar,
transfer agent and paying agent for the Preferred Securities;

          (l) to give prompt written notice to the Holders of any notice
received from the Debenture Issuer of its election to defer payments of interest
on the Debentures by establishing or extending a deferral period under the
Indenture;

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

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

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

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


                                       13



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

provided that such actions do not materially adversely affect the interests of
Holders;

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

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

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

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

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

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

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

          (a) The Trust shall not, and the Trustees (including the Institutional
Trustee) shall not and shall cause the Trust not to, engage in any activity
other than in connection with the purposes of the Trust or other than as
required or authorized by this Declaration. In particular, the Trust shall not,
and the Trustees (including the Institutional Trustee) shall not and 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 pursuant
          to the terms of this Declaration and the Securities;

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

               (iii) possess Trust property for other than a Trust purpose or
          execute any mortgage in respect of, or pledge, any Trust property;

               (iv) make any investments other than investments represented by
          the Debentures;


                                       14



               (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;

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

               (vii) make any loans other than in respect of the Debentures or
          incur any indebtedness for borrowed money; or

               (viii) other than as provided in this Declaration or Annex I
          hereto, (A) direct the time, method and place of exercising any trust
          or power conferred upon the Debt 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 held in the Trust shall be
          due and payable, or (D) consent to any amendment, modification or
          termination of the Indenture or the Debentures if such action would
          cause the Trust to be classified for United States federal income tax
          purposes as other than a grantor trust or would cause the Trust to be
          deemed an Investment Company required to be registered under the
          Investment Company Act.

          SECTION 3.8 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
Holders. 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 5.6. 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 Regular Trustees or to the Delaware Trustee
(if the Institutional Trustee does not also act as Delaware Trustee).

          (c) The Institutional Trustee shall:

               (i) establish and maintain a segregated non-interest bearing
          trust account (the "Institutional Trustee Account") in the name of and
          under the exclusive control of the Institutional Trustee on behalf of
          the Holders and, upon the receipt of payments of funds made in respect
          of the Debentures held by the Institutional Trustee, deposit such
          funds into the Institutional Trustee Account and make payments to the
          Holders from the Institutional Trustee Account in accordance with
          Section 6.1. Funds in the Institutional Trustee 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 Securities to the
          extent the Debentures are redeemed or mature; and


                                       15



               (iii) upon written notice of distribution issued by the Regular
          Trustees in accordance with the terms of the Securities, engage in
          such ministerial activities as shall be necessary or appropriate to
          effect the distribution of the Debentures to Holders in accordance
          with the provisions of the Indenture.

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

          (e) The Institutional Trustee shall take any Legal Action which arises
out of or in connection with (i) an Event of Default of which a Responsible
Officer has actual knowledge or (ii) the Institutional Trustee's duties and
obligations under this Declaration or the Trust Indenture Act. If the
Institutional Trustee fails to enforce its rights under the Debentures after a
Holder of Preferred Securities has made a written request, such Holder may, to
the fullest extent permitted by law, institute a legal proceeding 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. 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 (including Additional
Interest and Compound Interest) on or principal of the Debentures on the date
such interest or principal is otherwise payable (or in the case of redemption,
on the redemption date), then a Holder of Preferred Securities may directly
institute a proceeding for enforcement of payment to such Holder of the
principal of or interest on the Debentures having an aggregate principal amount
equal to the aggregate liquidation amount of the Preferred Securities of such
Holder (a "Direct Action") on or after the respective due date specified in the
Debentures. Notwithstanding any payments made to such Holder of Preferred
Securities by the Debenture Issuer in connection with a Direct Action, the
Debenture Issuer shall remain obligated to pay the principal of or interest on
the Debentures held by the Trust or the Institutional Trustee of the Trust, and
the Holders of the Common Securities shall be subrogated to the rights of the
Holder of such Preferred Securities with respect to payments on the Preferred
Securities to the extent of any payments made by the Debenture Issuer to such
Holder in any Direct Action provided, however, that the Holder has received full
payment in respect of such Preferred Securities. Except as provided in this
paragraph and in the Preferred Securities Guarantee, the Holders of Preferred
Securities will not be able to exercise directly any other remedy available to
the holders of the Debentures.

          (f) The Institutional Trustee shall not resign as a Trustee unless
either:

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

               (ii) a Successor Institutional Trustee has been appointed and has
          accepted that appointment in accordance with Section 5.6.

          (g) The Institutional Trustee shall have the legal power to exercise
all of the rights, powers and privileges of a holder of Debentures under the
Indenture and, if an Event of Default actually known to a Responsible Officer
occurs and is continuing, the Institutional Trustee shall,


                                       16



for the benefit of Holders, enforce its rights as holder of the Debentures
subject to the rights of the Holders pursuant to the terms of such Securities.

          (h) The Institutional Trustee shall give prompt written notice to the
Holders of the Securities of any notice received by it from the Debenture Issuer
of the Debenture Issuer's election to defer payments of interest on the
Debentures by establishing or extending a deferral period with respect thereto.

          (i) The Institutional Trustee shall notify all Holders of the
Preferred Securities of any notice of an event of default received from the Debt
Trustee with respect to the Debentures. Such notice shall state that such event
of default under the Indenture also constitutes an Event of Default hereunder.

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

          The Institutional Trustee shall exercise the powers set forth in this
Section 3.8 and in Sections 3.9 and 3.10 in a manner that is consistent with the
purposes and functions of the Trust set out in Section 3.3, and the
Institutional Trustee shall not take any action that is inconsistent with the
purposes and functions of the Trust set out in Section 3.3.

          SECTION 3.9 Certain Duties and Responsibilities of the Institutional
Trustee.

          (a) The Institutional Trustee, prior to the occurrence of any Event of
Default and after the curing or waiving of all Events of Default that may have
occurred, shall undertake to perform such duties and 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
2.2) of which a Responsible Officer has actual knowledge, 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
such person's affairs.

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

               (i) prior to the occurrence of an Event of Default and after the
          curing or waiving of all such Events of Default that may have
          occurred:

                    (A) the duties and obligations of the Institutional Trustee
               shall be determined solely by the express provisions of this
               Declaration and the Institutional Trustee shall not be liable
               except for the performance of such duties and obligations as are
               specifically set forth in this Declaration, and no implied
               covenants or obligations shall be read into this Declaration
               against the Institutional Trustee; and


                                       17



                    (B) in the absence of bad faith on the part of the
               Institutional Trustee, the Institutional Trustee may conclusively
               rely, as to the truth of the statements and the correctness of
               the opinions expressed therein, upon any certificates or opinions
               furnished to the Institutional Trustee and conforming to the
               requirements of this Declaration; but in the case of any such
               certificates or opinions that by any provision hereof are
               specifically required to be furnished to the Institutional
               Trustee, the Institutional Trustee shall be under a duty to
               examine the same to determine whether or not they conform to the
               requirements of this Declaration;

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

               (iii) the Institutional Trustee shall not be liable with respect
          to any action taken or omitted to be taken by it in good faith in
          accordance with the direction of the Holders of a Majority in
          Liquidation Amount of the Securities 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;

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

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

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

               (vii) the 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 Institutional Trustee Account maintained by the
          Institutional Trustee pursuant to Section 3.8(c)(i) and except to the
          extent otherwise required by law; and

               (viii) the Institutional Trustee shall not be responsible for
          monitoring the compliance by the Regular Trustees or the Sponsor with
          their respective duties under this


                                       18



          Declaration, nor shall the Institutional Trustee be liable for any
          default or misconduct of the Regular Trustees or the Sponsor.

          SECTION 3.10 Certain Rights of the Institutional Trustee.

          (a) Subject to the provisions of Section 3.9:

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

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

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

               (iv) 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 registration thereof;

               (v) the Institutional Trustee may consult with counsel or other
          experts of its selection and the advice or opinion of such counsel and
          experts with respect to legal matters or advice within the scope of
          such experts' area of expertise shall be full and complete
          authorization and protection in respect of any action taken, suffered
          or omitted by it hereunder in good faith and in accordance with such
          advice or opinion, which counsel may be counsel to the Sponsor or any
          of its Affiliates, and may include any of its employees. 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;

               (vi) 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, order or direction of any Holder, unless such Holder
          shall have provided to the Institutional Trustee security and
          indemnity reasonably satisfactory to the Institutional Trustee against
          the costs, expenses (including attorneys' fees and expenses and the
          expenses of the Institutional Trustee's agents, nominees or
          custodians) and liabilities that might be incurred by it in complying
          with such request or direction, including such reasonable advances as
          may be requested by the Institutional Trustee; provided that, nothing
          contained in this Section 3.10(a)(vi)


                                       19



          shall be taken to relieve the Institutional Trustee, upon the
          occurrence of an Event of Default, of its obligation to exercise the
          rights and powers vested in it by this Declaration;

               (vii) 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, coupon or other paper or
          document, but the Institutional Trustee, in its discretion, may make
          such further inquiry or investigation into such facts or matters as it
          may see fit;

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

               (ix) any action taken by the Institutional Trustee or its agents
          hereunder shall bind the Trust and the Holders; 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;

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

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

               (xii) the Institutional Trustee may request that the Trust
          deliver an Officers' Certificate setting forth the names of
          individuals and/or titles of officers authorized at such time to take
          specified actions pursuant to this Declaration, which Officers'
          Certificate may be signed by any person authorized to sign an
          Officers' Certificate, including any person specified as so authorized
          in any such certificate previously delivered and not superseded.

          (b) 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


                                       20



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 3.11 Delaware Trustee.

          Notwithstanding any other provision of this Declaration other than
Section 5.2, the Delaware Trustee shall not be entitled to exercise any powers,
nor shall the Delaware Trustee have any of the duties and responsibilities of
the Regular Trustees or the Institutional Trustee described in this Declaration.
Except as set forth in Section 5.2, the Delaware Trustee shall be a Trustee for
the sole and limited purpose of fulfilling the requirements of Section 3807 of
the Statutory Trust Act. Notwithstanding anything herein to the contrary, the
Delaware Trustee shall not be liable for the acts or omissions to act of the
Trust or of the Regular Trustees except for such acts as the Delaware Trustee is
expressly obligated or authorized to undertake under this Declaration or the
Statutory Trust Act and except for the negligence or willful misconduct of the
Delaware Trustee.

          SECTION 3.12 Execution of Documents.

          Except as otherwise required by applicable law, any one of the Regular
Trustees is authorized to execute on behalf of the Trust any documents which the
Regular Trustees have the power and authority to execute pursuant to Section
3.6.

          SECTION 3.13 Not Responsible for Recitals or Issuance of Securities.

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

          SECTION 3.14 Duration of Trust.

          The Trust, unless dissolved pursuant to the provisions of Article VIII
hereof, shall have existence until May 15, 2039.

          SECTION 3.15 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 as an
entirety or substantially as an entirety to any Person or other entity, except
as described in Section 3.15(b) and (c) or Section 8.1(a)(iii).

          (b) The Trust may, with the consent of the Regular Trustees or, if
there are more than two, a majority of the Regular Trustees, and without the
consent of the Holders, the Institutional Trustee or the Delaware Trustee,
consolidate, amalgamate, merge with or into, or be replaced by a trust organized
as such under the laws of any State of the United States; provided that:


                                       21



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

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

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

               (ii) the Debenture Issuer expressly acknowledges a trustee of the
          Successor Entity that possesses the same powers and duties as the
          Institutional Trustee as the holder of the Debentures;

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

               (iv) such merger, consolidation, amalgamation or replacement does
          not cause the rating on the Preferred Securities or any Successor
          Securities by any nationally recognized statistical rating
          organization to be downgraded or withdrawn;

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

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

               (vii) after giving effect to the transaction, no Event of Default
          and no event which, after notice or lapse of time, or both, would
          become an Event of Default, has occurred and is continuing under the
          Indenture.

               (viii) prior to such merger, consolidation, amalgamation or
          replacement, the Debenture Issuer 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 Preferred Securities or any Successor
               Securities in any material respect (other than with respect to
               any dilution of the Holders' interest in the Successor Entity);


                                       22



                    (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, if applicable, the Successor Entity
               will be treated as a grantor trust for United States federal
               income tax purposes;

               (ix) the Sponsor guarantees the obligations of such Successor
          Entity under the Successor Securities at least to the extent provided
          by the Securities Guarantees and the Indenture; and

               (x) prior to such merger, consolidation, amalgamation or
          replacement, the Institutional Trustee shall have received an
          Officer's Certificate from the Regular Trustees and the Sponsor as to
          the matters set forth in clauses (i) through (ix) of this Section
          3.15(b).

          (c) Notwithstanding Section 3.15(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, if applicable, the Successor Entity not to
be classified as a grantor trust for United States federal income tax purposes.

                                   ARTICLE IV
                                    SPONSOR

          SECTION 4.1 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 total
capital of the Trust, immediately prior to the issuance of the Preferred
Securities pursuant to the Purchase Agreement.

          SECTION 4.2 Responsibilities of the Sponsor.

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

          (a) to determine the jurisdictions in which to take appropriate action
to qualify or register for sale all or part of the Preferred Securities and to
do any and all such acts, other than actions 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 or advisable in order to comply with the applicable laws of any such
jurisdictions;


                                       23



          (b) to prepare and request the Regular Trustees to cause the Trust to
apply for listing or quotation of the Preferred Securities on the PORTAL System
upon notice of issuance, if requested by a Majority in Liquidation Amount of
Securities; and

          (c) to negotiate the terms of the Purchase Agreement providing for the
issuance of the Preferred Securities.

          SECTION 4.3 Right to Proceed.

          The Sponsor acknowledges the rights of the Holders to institute a
Direct Action against the Debenture Issuer as set forth in Section 3.8(e)
hereto.

          SECTION 4.4 Expenses.

          In connection with the offering, sale and issuance of the Securities
by the Trust and the sale of the Debentures by the Debenture Issuer to the
Trust, the Debenture Issuer, in its capacity as borrower with respect to the
Debentures, shall:

          (a) pay all costs and expenses relating to the offering, sale and
issuance of the Debentures, including commissions payable to the underwriters in
respect of the Preferred Securities pursuant to the Purchase Agreement and
compensation, reimbursement and indemnification of the Debt Trustee under the
Indenture in accordance with the provisions of Section 6.06 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 commissions to the underwriters in connection therewith),
the fees and expenses (including reasonable counsel fees and expenses) of the
Institutional Trustee, the Delaware Trustee and the Regular Trustees (including
any amounts payable under Article X of this Declaration), 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 agent(s), registrar(s), transfer agent(s), 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 of
the Preferred Securities);

          (c) be primarily liable for any indemnification obligations arising
with respect to this Declaration; and

          (d) 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 Debenture Issuer's obligations under this Section 4.4 shall be for
the benefit of, and shall be enforceable by, any Person to whom such debts,
obligations, costs, expenses and taxes


                                       24



are owed (a "Creditor"), whether or not such Creditor has received notice
hereof. Any such Creditor may enforce the Debenture Issuer's obligations under
this Section 4.4 directly against the Debenture Issuer and the Debenture Issuer
irrevocably waives any right of remedy to require that any such Creditor take
any action against the Trust or any other Person before proceeding against the
Debenture Issuer. The Debenture Issuer agrees to execute such additional
agreements as may be necessary or desirable in order to give full effect to the
provisions of this Section 4.4.

                                   ARTICLE V
                                    TRUSTEES

          SECTION 5.1 Number of Trustees.

          (a) The number of Trustees initially shall be five. At any time before
the issuance of any Securities, the Sponsor may, by written instrument, increase
or decrease the number of Trustees. After the issuance of any Securities, the
number of Trustees may be increased or decreased by vote of the Holders of
Majority in Liquidation Amount of the Common Securities voting as a class at a
meeting of the Holders of the Common Securities; provided, however, that, the
number of Trustees shall in no event be less than two; and provided further that
(i) one Trustee shall possess the qualifications specified in Section 5.2; (ii)
there shall be at least one Trustee who is an employee or officer of, or is
affiliated with, the Sponsor (a "Regular Trustee"); and (iii) one Trustee shall
be the Institutional Trustee for so long as this Declaration is required to
qualify as an indenture under the Trust Indenture Act, and such Trustee may also
serve as the Delaware Trustee if it meets the applicable requirements.

          (b) Any action taken by Holders of Common Securities pursuant to this
Article V shall be taken at a meeting of Holders of Common Securities convened
for such purpose or by written consent of such Holders.

          (c) Except as otherwise provided herein, no amendment may be made to
this Section 5.1 which would change any rights with respect to the number,
existence or appointment and removal of Trustees, except with the consent of
each Holder of Common Securities.

          SECTION 5.2 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 has its principal place
of business in the State of Delaware, and otherwise meets the requirements of
applicable law, provided that, if the Institutional Trustee has its principal
place of business in the State of Delaware and otherwise meets the requirements
of applicable law, then the Institutional Trustee shall also be the Delaware
Trustee and Section 3.11 shall have no application.

          The initial Delaware Trustee shall be Wilmington Trust Company, until
removed or replaced in accordance with Section 5.6.


                                       25



          SECTION 5.3 Institutional Trustee; Eligibility.

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

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

               (ii) be a corporation organized and doing business under the laws
          of the United States of America or any State or territory thereof or
          of the District of Columbia, or a corporation or other Person
          permitted by the Commission to act as a trustee under the Trust
          Indenture Act, authorized under such laws to exercise corporate trust
          powers, having a combined capital and surplus of at least $50,000,000,
          and subject to supervision or examination by federal, State,
          territorial or District of Columbia authority. If such corporation
          publishes reports of condition at least annually, pursuant to law or
          to the requirements of the aforesaid supervising or examining
          authority, then for the purposes of this Section 5.3(a)(ii), the
          combined capital and surplus of such corporation shall be deemed to be
          its combined capital and surplus as set forth in its most recent
          report of condition so published.

          (b) If at any time the Institutional Trustee shall cease to be
eligible in accordance with Section 5.3(a), the Institutional Trustee shall
resign immediately in the manner and with the effect specified in Section
5.6(c).

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

          (d) The initial Institutional Trustee shall be Wilmington Trust
Company until removed or replaced in accordance with Section 5.6.

          SECTION 5.4 Certain Qualifications of the Regular Trustees and the
Delaware Trustee Generally.

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

          SECTION 5.5 Regular Trustees.

          The initial Regular Trustees shall be J. Adam Abram, Michael Oakes and
Michael Crow.

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


                                       26



          (b) Except as otherwise required by applicable law, any one of the
Regular Trustees is authorized to execute on behalf of the Trust any documents
which the Regular Trustees have the power and authority to execute pursuant to
Section 3.6.

          (c) A regular Trustee may, by power of attorney consistent with
applicable law, delegate to any other natural person over the age of 21 his or
her power for the purposes of signing any documents which the Regular Trustees
have power and authority to cause the Trust to execute pursuant to Section 3.6.

          SECTION 5.6 Appointment, Removal and Resignation of Trustees.

          (a) Subject to Section 5.6(b), Trustees may be appointed or removed
without cause at any time except during an Event of Default:

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

               (ii) unless an Event of Default shall have occurred and be
          continuing after the issuance of any Securities, by vote of the
          Holders of a Majority in Liquidation Amount of the Common Securities
          voting as a class at a meeting of the Holders of the Common
          Securities; and

               (iii) if an Event of Default shall have occurred and be
          continuing, with respect to:

                    (A) the Regular Trustees, by the vote of the Holders of a
               Majority in Liquidation Amount of the Common Securities voting as
               a class at a meeting of the Holders of the Common Securities; and

                    (B) the Institutional Trustee and the Delaware Trustee, by
               the vote of the Holders of a Majority in Liquidation Amount of
               Preferred Securities voting as a class at a meeting of the
               Holders of the Preferred Securities.

          (b) The Trustee that acts as

               (i) Institutional Trustee shall not be removed in accordance with
          Section 5.6(a) until a successor institutional Trustee possessing the
          qualifications to act as Institutional Trustee under Section 5.3(a) (a
          "Successor Institutional Trustee") has been appointed and has accepted
          such appointment by written instrument executed by such Successor
          Institutional Trustee and delivered to the Regular Trustees, the
          Sponsor and the Institutional Trustee being removed; and

               (ii) Delaware Trustee shall not be removed in accordance with
          Section 5.6(a) until a successor Trustee possessing the qualifications
          to act as Delaware Trustee under Sections 5.2 and 5.4 (a "Successor
          Delaware Trustee") has been appointed and has accepted such
          appointment by written instrument executed by such Successor Delaware


                                       27



          Trustee and delivered to the Regular Trustees, the Sponsor and the
          Delaware Trustee being removed.

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

               (i) no such resignation of the Trustee that acts as the
          Institutional Trustee shall be effective:

                    (A) until a Successor Institutional Trustee has been
               appointed and has accepted such appointment by instrument
               executed by such Successor Institutional Trustee and delivered to
               the Trust, the Sponsor and the resigning Institutional Trustee;
               or

                    (B) until the assets of the Trust have been completely
               liquidated and the proceeds thereof distributed to the holders of
               the Securities; and

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

          (d) The Holders of the Common Securities shall use their best efforts
to promptly appoint a Successor Institutional Trustee or Successor Delaware
Trustee as the case may be if the Institutional Trustee or the Delaware Trustee
delivers a Resignation Request in accordance with this Section 5.6.

          (e) If no Successor Institutional Trustee or Successor Delaware
Trustee shall have been appointed and accepted appointment as provided in this
Section 5.6 within 60 days after delivery of a notice of removal or a
Resignation Request, the Institutional Trustee or Delaware Trustee resigning or
being removed, as applicable, may petition, at the expense of the Sponsor, any
court of competent jurisdiction for appointment of a Successor Institutional
Trustee or Successor Delaware Trustee. Such court may thereupon, after
prescribing such notice, if any, as it may deem proper and prescribe, appoint a
Successor Institutional Trustee or Successor Delaware Trustee, as the case may
be.

          (f) 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.


                                       28



          SECTION 5.7 Vacancies among Trustees.

          If a Trustee ceases to hold office for any reason and the number of
Trustees is not reduced pursuant to Section 5.1, or if the number of Trustees is
increased pursuant to Section 5.1, a vacancy shall occur. A resolution
certifying the existence of such vacancy by the Regular Trustees or, if there
are more than two, a majority of the Regular Trustees, shall be conclusive
evidence of the existence of such vacancy. The vacancy shall be filled with a
Trustee appointed in accordance with Section 5.6.

          SECTION 5.8 Effect of Vacancies.

          The death, resignation, retirement, removal, bankruptcy, dissolution,
liquidation, incompetence or incapacity to perform the duties of a Trustee shall
not operate to dissolve, terminate or annul the Trust. Whenever a vacancy in the
number of Regular Trustees shall occur, until such vacancy is filled by the
appointment of a Regular Trustee in accordance with Section 5.6, the Regular
Trustees in office, regardless of their number, shall have all the powers
granted to the Regular Trustees and shall discharge all the duties imposed upon
the Regular Trustees by this Declaration.

          SECTION 5.9 Meetings.

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

          SECTION 5.10 Delegation of Power.

          The Regular Trustees shall have power to delegate from time to time to
such of their number or to officers of the Trust the doing of such things and
the execution of such instruments either in the name of the Trust or the names
of the Regular Trustees or otherwise as the Regular


                                       29



Trustees may deem expedient, to the extent such delegation is not prohibited by
applicable law or contrary to the provisions of the Trust, as set forth herein.

          SECTION 5.11 Merger, Conversion, Consolidation or Succession to
Business.

          Any Person into which the Institutional Trustee or the Delaware
Trustee, as the case may be, may be merged or converted or with which either may
be consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Institutional Trustee or the Delaware Trustee, as the
case may be, shall be a party, or any Person succeeding to all or substantially
all the corporate trust business of the Institutional Trustee or the Delaware
Trustee, as the case may be, shall be the successor of the Institutional Trustee
or the Delaware Trustee, as the case may be, hereunder, provided such Person
shall be otherwise qualified and eligible under this Article, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto.

                                   ARTICLE VI
                                 DISTRIBUTIONS

          SECTION 6.1 Distributions.

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

                                  ARTICLE VII
                             ISSUANCE OF SECURITIES

          SECTION 7.1 General Provisions Regarding Securities.

          (a) The Regular Trustees shall on behalf of the Trust issue one class
of preferred securities (the "Preferred Securities"), representing undivided
beneficial interests in the assets of the Trust having such terms as are set
forth in Annex I (which terms are incorporated by reference in, and made a part
of, this Declaration as if specifically set forth herein) and one class of
common securities (the "Common Securities"), representing undivided beneficial
interests in the assets of the Trust having such terms as are set forth in Annex
I (which terms are incorporated by reference in, and made a part of, this
Declaration as if specifically set forth herein). The Trust shall issue no
securities or other interests in the assets of the Trust other than the
Preferred Securities and the Common Securities.

          (b) The Certificates shall be signed on behalf of the Trust by two
Regular Trustees. Such signature shall be the manual or facsimile signature of
any present or any future Regular Trustees. Typographical and other minor errors
or defects in any such reproduction of any such signature shall not affect the
validity of any Security. In case any Regular Trustee of the Trust


                                       30



who shall have signed any of the Securities shall cease to be such Regular
Trustee 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 Regular Trustee; 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 the Regular Trustees of the Trust, although
at the date of the execution and delivery of the Declaration any such person was
not such a Regular Trustee. Certificates shall be typed, printed, lithographed
or engraved or may be produced in any other manner as is reasonably acceptable
to the Regular Trustees, as evidenced by their execution thereof, and may have
such letters, numbers or other marks of identification or designation and such
legends or endorsements as the Regular Trustees may deem appropriate, or as may
be required to comply with any law or with any rule or regulation of any stock
exchange on which Securities may be listed, or to conform to usage.

          (c) At the time of the delivery of the Preferred Securities, the
Regular Trustees shall cause Preferred Security Certificates to be authenticated
by the Institutional Trustee on behalf of the Trust and delivered to or upon the
written order of the Trust, signed by two Regular Trustees without further
corporate action by the Sponsor, in authorized denominations. A Preferred
Security Certificate shall not be valid until authenticated by the manual
signature of an authorized signatory of the Institutional Trustee. The signature
shall be conclusive evidence that the Preferred Security has been properly
authenticated under this Declaration.

          The Institutional Trustee may appoint an authenticating agent
acceptable to the Trust to authenticate Preferred Securities. An authenticating
agent may authenticate Preferred Securities whenever the Institutional Trustee
may do so. Each reference in this Declaration to authentication by the
Institutional Trustee includes authentication by such agent. An authenticating
agent has the same rights as the Institutional Trustee to deal with the Sponsor
or an Affiliate, and may itself be an Affiliate of the Trust or a Related Party
of the Sponsor.

          (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 Preferred Securities as provided in this
Declaration, the Preferred Securities so issued shall be deemed to be validly
issued, fully paid and nonassessable undivided beneficial interests in the
assets of the Trust entitled to the benefits of this Declaration.

          (f) Upon issuance of the Common Securities as provided in this
Declaration, the Common Securities so issued shall be deemed to be validly
issued, fully paid undivided beneficial interests in the assets of the Trust
entitled to the benefits of this Declaration.

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


                                       31



          SECTION 7.2 Paying Agent.

          The Trust shall maintain in Wilmington, Delaware an office or agency
where the Preferred Securities may be presented for payment ("Paying Agent").
The term "Paying Agent" includes any additional paying agent. The Regular
Trustees may change any Paying Agent without prior notice to any Holder. The
Trust shall notify the Institutional Trustee of the name and address of any
Agent not a party to this Declaration. If the Regular Trustees fail to appoint
or maintain another entity as Paying Agent, the Institutional Trustee shall act
as such. The Trust or any of its Affiliates may act as Paying Agent. The
Institutional Trustee shall initially act as Paying Agent for the Preferred
Securities and the Common Securities. Any successor Paying Agent or any
additional Paying Agent shall execute and deliver to the Regular Trustees an
instrument in which such successor Paying Agent or additional Paying Agent shall
agree with the Regular Trustees that as Paying Agent, such successor Paying
Agent or additional Paying Agent will hold all sums, if any, held by it for
payment to the Holders in trust for the benefit of the Holders entitled thereto
until such sums shall be paid to such Holders, will give the Institutional
Trustee notice of any default by the Trust (or any other obligor on the
Securities) in the making of any payment on the Securities and will, at any time
during the continuance of any such default, upon the written request of the
Institutional Trustee, forthwith pay to the Institutional Trustee all sums so
held in trust by such Paying Agent. The Paying Agent shall return all unclaimed
funds to the Institutional Trustee and upon removal of a Paying Agent such
Paying Agent shall also return all funds in its possession to the Institutional
Trustee. Any reference in this Declaration to the Paying Agent shall include any
co-paying agent unless the context requires otherwise. Each reference in this
Declaration to payment to the Holders by the Institutional Trustee includes such
payment by a Paying Agent. A Paying Agent has the same rights as the
Institutional Trustee to deal with the Sponsor or an Affiliate.

          SECTION 7.3 Outstanding Preferred Securities.

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

          If a Preferred Security is replaced, paid or purchased, it ceases to
be outstanding unless the Institutional Trustee receives proof satisfactory to
it that the replaced, paid or purchased Preferred Security is held by a bona
fide purchaser.

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

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


                                       32



                                  ARTICLE VIII
                      DISSOLUTION AND TERMINATION OF TRUST

          SECTION 8.1 Dissolution and Termination of Trust.

          (a) The Trust shall dissolve:

               (i) on May 15, 2039, the expiration of the term of the Trust;

               (ii) upon the bankruptcy, insolvency or liquidation of the
          Sponsor or the Trust;

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

               (iv) upon the filing of a certificate of dissolution or its
          equivalent with respect to the Sponsor;

               (v) upon the consent of the Holders of a Majority in Liquidation
          Amount of the Securities voting together as a single class to dissolve
          the Trust;

               (vi) upon the revocation of the Sponsor's charter and the
          expiration of 90 days after the date of revocation without a
          reinstatement thereof;

               (vii) upon the distribution of all of the Debentures (at any time
          at the option of the Sponsor) to the Holders in exchange for all of
          the Securities in accordance with the terms of the Securities and the
          Sponsor's receipt and delivery to the Institutional Trustee of an
          opinion of nationally recognized independent tax counsel experienced
          in such matters, who shall not be an employee of the Sponsor or any of
          its Affiliates, that Holders will not recognize gain or loss for
          United States federal income tax purposes as a result of such
          distribution or exchange; or

               (viii) when all of the Securities shall have been called for
          redemption and the amounts necessary for redemption thereof, including
          any Additional Interest or Compound Interest, shall have been paid to
          the Holders in accordance with the terms of the Securities.

          (b) As soon as is practicable after the occurrence of an event
referred to in Section 8.1(a) and after the completion of the winding up of the
Trust, the Regular Trustees shall file a certificate of cancellation with the
Secretary of State of the State of Delaware and the Trust shall thereupon be
terminated.

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


                                       33



                                   ARTICLE IX
                             TRANSFER OF INTERESTS

          SECTION 9.1 Transfer of Securities.

          (a) 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 Securities. To the fullest extent permitted by law, any
transfer or purported transfer of any Security not made in accordance with this
Declaration shall be null and void.

          (b) Subject to this Article IX, Preferred Securities shall be freely
transferable.

          (c) For so long as the Securities remain outstanding, the Sponsor
agrees (i) not to transfer ownership of the Common Securities of the Trust,
provided that any permitted successor of the Sponsor under the Indenture may
succeed to the Sponsor's ownership of the Common Securities, (ii) not to cause,
as Sponsor of the Trust, or to permit, as Holder of the Common Securities, the
dissolution, winding-up or liquidation of the Trust, except as provided in this
Declaration and (iii) use its best efforts to cause the Trust (a) to remain a
statutory trust, except in connection with the distribution of Debentures to the
Holders in liquidation of the Trust, the redemption of all of the Securities, or
certain mergers, consolidations or amalgamations, each as permitted by this
Declaration, and (b) to otherwise continue to be classified as a grantor trust
for United States federal income tax purposes.

          SECTION 9.2 Transfer of Certificates.

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

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


                                       34



provision of such satisfactory evidence, the Institutional Trustee, at the
written direction of the Trust, shall authenticate and deliver Securities that
do not bear the Restricted Securities Legend in exchange for the Securities
bearing the Restricted Securities Legend.

          (c) When Securities are presented to the Institutional Trustee or
Transfer Agent (x) to register the transfer of such Securities, or (y) to
exchange such Securities for an equal aggregate liquidation amount of Securities
represented by different Certificates, the Institutional Trustee or Transfer
Agent shall register the transfer or make the exchange as requested if its
reasonable requirements for such transaction are met; provided, however, that
the Securities surrendered for registration of transfer or exchange, other than
a transfer made in accordance with Section 9.2(f), shall be duly endorsed or
accompanied by a written instrument of transfer in form reasonably satisfactory
to the Trust and the Institutional Trustee or Transfer Agent duly executed by
the Holder thereof or his attorney duly authorized in writing and (i) if such
Securities are being transferred prior to the Resale Restriction Termination
Date to a QIB, accompanied by a certificate of the transferor substantially in
the form set forth as Exhibit B hereto, (ii) if such Securities are being
transferred prior to the Resale Restriction Termination Date to an "accredited
investor" within the meaning of Rule 501(a) (1), (2), (3), (7) or (8) under the
Securities Act, accompanied by a certificate of the transferee substantially in
the form set forth as Exhibit C hereto, or (iii) if such Securities are being
transferred prior to the Resale Restriction Termination Date to a non-U.S.
Person in an "offshore transaction," accompanied by a certificate of the
transferee substantially in the form set forth in Exhibit D hereto.

          (d) The Securities may not be transferred prior to the Resale
Restriction Termination Date except in compliance with restrictions on transfer
set forth in the legend set forth below (the "Restricted Securities Legend"),
and except as otherwise contemplated in Section 9.2(b), prior to the Resale
Restriction Termination Date, each Security shall bear the Restricted Securities
Legend:

          THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR ANY
OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY OR ANY INTEREST
OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY
BE, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY OR ANY INTEREST OR
PARTICIPATION HEREIN PRIOR TO THE DATE WHICH IS THE LATER OF (i) TWO YEARS (OR
SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES
ACT) AFTER THE LATER OF (Y) THE DATE OF ORIGINAL ISSUANCE HEREOF AND (Z) THE
LAST DATE ON WHICH THE TRUST OR ANY AFFILIATE (AS DEFINED IN RULE 405 UNDER THE
SECURITIES ACT) OF THE TRUST WAS THE HOLDER OF THIS SECURITY OR SUCH INTEREST OR
PARTICIPATION (OR ANY PREDECESSOR THERETO) AND (ii) SUCH LATER DATE, IF ANY, AS
MAY BE REQUIRED BY ANY SUBSEQUENT CHANGE IN


                                       35



APPLICABLE LAW, ONLY (A) TO THE DEBENTURE ISSUER OR THE TRUST, (B) PURSUANT TO
RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON THE HOLDER
REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER," AS DEFINED IN RULE
144A, THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (C) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT TO AN "ACCREDITED INVESTOR" WITHIN THE
MEANING OF SUBPARAGRAPH (a) (1), (2), (3), (7) OR (8) OF RULE 501 UNDER THE
SECURITIES ACT THAT IS ACQUIRING THIS SECURITY OR SUCH INTEREST OR PARTICIPATION
FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN ACCREDITED INVESTOR, FOR
INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION
WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (D) PURSUANT TO
OFFERS AND SALES TO NON-US PERSONS THAT OCCUR OUTSIDE THE UNITED STATES PURSUANT
TO REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO
THE RIGHT OF THE DEBENTURE ISSUER AND THE TRUST PRIOR TO ANY SUCH OFFER, SALE OR
TRANSFER PURSUANT TO CLAUSE (C), (D) OR (E) ABOVE TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH
OF THEM IN ACCORDANCE WITH THE AMENDED AND RESTATED DECLARATION OF TRUST, A COPY
OF WHICH MAY BE OBTAINED FROM THE DEBENTURE ISSUER OR THE TRUST. THE HOLDER OF
THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF
OR THEREOF, AS THE CASE MAY BE, AGREES THAT IT WILL COMPLY WITH THE FOREGOING
RESTRICTIONS.

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


                                       36



ANY INTEREST OR PARTICIPATION HEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS
PURCHASE AND HOLDING HEREOF OR THEREOF, AS THE CASE MAY BE, THAT EITHER (i) IT
IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR
A PLAN TO WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER
PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON
OR ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH
PURCHASE, OR (ii) SUCH PURCHASE AND HOLDING WILL NOT RESULT IN A PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH
THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.

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

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

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

          (f) The Institutional Trustee may appoint a transfer agent and
registrar ("Transfer Agent") acceptable to the Trust to perform the functions
set forth in this Section 9.2. The Transfer Agent may perform such functions
whenever the Institutional Trustee may do so. Each reference in this Declaration
to registration and transfer of Preferred Securities by the Institutional
Trustee includes such activities by the Transfer Agent. The Transfer Agent has
the same rights as the Institutional Trustee to deal with the Sponsor or an
Affiliate, and itself may be an Affiliate of the Trust or a Related Party of the
Sponsor.


                                       37



          SECTION 9.3 Deemed Security Holders.

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

          SECTION 9.4 Mutilated, Destroyed, Lost or Stolen Certificates.

          If:

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

          (b) there shall be delivered to the Regular Trustees, the
Institutional Trustee or any authenticating agent such security or indemnity as
may be reasonably 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, any Regular Trustee on behalf of the Trust shall execute
and deliver and the Institutional Trustee shall authenticate, 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 9.4, the Regular Trustees 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.

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

          SECTION 10.1 Liability.

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

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

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


                                       38



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

          (c) Pursuant to Section 3803(a) of the Statutory Trust Act, the
Holders of the Preferred 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 10.2 Exculpation.

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

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

          SECTION 10.3 Fiduciary Duty.

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

          (b) Unless otherwise expressly provided herein:

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


                                       39



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

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

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

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

               (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 10.4 Indemnification.

          (a) (i) The Debenture Issuer shall indemnify, to the full extent
          permitted by law, any Company Indemnified Person who was or is a party
          or is threatened to be made a party to any threatened, pending or
          completed action, suit or proceeding, whether civil, criminal,
          administrative or investigative (other than an action by or in the
          right of the Trust) by reason of the fact that such Person is or was a
          Company Indemnified Person, against expenses (including attorneys'
          fees and expenses), judgments, fines and amounts paid in settlement
          actually and reasonably incurred by him in connection with such
          action, suit or proceeding if such person acted in good faith and in a
          manner such Person reasonably believed to be in or not opposed to the
          best interests of the Trust, and, with respect to any criminal action
          or proceeding, had no reasonable cause to believe such Person's
          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 Company Indemnified Person did not act in good
          faith and in a manner which such person reasonably believed to be in
          or not opposed to the best interests of the Trust, and, with respect
          to any criminal action or proceeding, that such Person had reasonable
          cause to believe that such Person's conduct was unlawful.


                                       40



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

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

          (iv) Any indemnification under paragraphs (i) and (ii) of this Section
10.4(a) (unless ordered by a court) shall be made by the Debenture Issuer only
as authorized in the specific case upon a determination that indemnification of
the Company Indemnified Person is proper in the circumstances because such
Person has met the applicable standard of conduct set forth in paragraphs (i)
and (ii). Such determination shall be made (1) by the Regular Trustees by a
majority vote of a Quorum consisting of such Regular Trustees who were not
parties to such action, suit or proceeding, (2) if such a Quorum is not
obtainable, or, even if obtainable, if a Quorum of disinterested Regular
Trustees so directs, by independent legal counsel in a written opinion or (3) by
the Common Security Holder of the Trust.

          (v) Expenses (including attorneys' fees and expenses) incurred by a
Company Indemnified Person in defending a civil, criminal, administrative or
investigative action, suit or proceeding referred to in paragraphs (i) and (ii)
of this Section 10.4(a) shall be paid by the Debenture Issuer in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such Company Indemnified Person to repay such
amount if it shall ultimately be determined that such Person is not entitled to
be indemnified by the Debenture Issuer as authorized in this Section 10.4(a).
Notwithstanding the foregoing, no advance shall be made by the Debenture Issuer
if a determination is reasonably and promptly made (i) by the Regular Trustees
by a majority vote of a Quorum of disinterested Regular Trustees, (ii) if such a
Quorum is not


                                       41



obtainable, or, even if obtainable, if a Quorum of disinterested Regular
Trustees so directs, by independent legal counsel in a written opinion or (iii)
by the Debenture Issuer, that, based upon the facts known to the Regular
Trustees, counsel or the Debenture Issuer, as the case may be, at the time such
determination is made, such Company Indemnified Person acted in bad faith or in
a manner that such Person did not believe to be in, or believed was opposed to,
the best interests of the Trust, or, with respect to any criminal proceeding,
that such Company 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 Regular Trustees, independent legal counsel or Debenture Issuer
reasonably determine that a Company Indemnified Person deliberately breached
such Person's duty to the Trust or its Common or Preferred Security Holders.

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

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

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

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


                                       42



          (b) The Debenture Issuer agrees to indemnify the (i) Institutional
Trustee, (ii) the Delaware Trustee, (iii) any Affiliate of the Institutional
Trustee and the Delaware Trustee and (iv) any officers, directors, shareholders,
members, partners, employees, representatives, custodians, nominees or agents of
the Institutional Trustee and the Delaware Trustee (each of the Persons in (i)
through (iv) including the Institutional Trustee and the Delaware Trustee in
their respective individual capacities, being referred to as a "Fiduciary
Indemnified Person") for, and to hold each Fiduciary Indemnified Person harmless
against, any and all loss, liability, damage, action, suit, claim or expense
including taxes (other than taxes based on the income of such Fiduciary
Indemnified Person) of any kind and nature whatsoever incurred without
negligence or bad faith on the part of such Fiduciary Indemnified Person,
arising out of or in connection with the acceptance or administration of the
trust or trusts hereunder, including the costs and expenses (including
reasonable legal fees and expenses) of defending against or investigating any
claim (regardless of who has asserted such claim) or liability in connection
with the exercise or performance of any of the powers or duties of such
Fiduciary Indemnified Person hereunder. The obligation to indemnify as set forth
in this Section 10.4(b) shall survive the resignation or removal of the
Institutional Trustee or the Delaware Trustee and the satisfaction and discharge
of this Declaration.

          (c) The Debenture Issuer agrees to pay the Institutional Trustee and
the Delaware Trustee, from time to time, such compensation for all services
rendered by the Institutional Trustee and the Delaware Trustee hereunder as may
be mutually agreed upon in writing by the Debenture Issuer and the Institutional
Trustee or the Debenture Issuer and the Delaware Trustee, as the case may be,
and, except as otherwise expressly provided herein, to reimburse the
Institutional Trustee and the Delaware Trustee upon its or their request for all
reasonable expenses (including legal fees and expenses), disbursements and
advances incurred or made by the Institutional Trustee or the Delaware Trustee,
as the case may be, in accordance with the provisions of this Declaration,
except any such expense, disbursement or advance as may be attributable to its
or their negligence or bad faith.

          SECTION 10.5 Outside Businesses

          Any Covered Person, the Sponsor, the Delaware Trustee and the
Institutional Trustee (subject to Section 5.3(c)) may engage in or possess an
interest in other business ventures of any nature or description, independently
or with others, similar or dissimilar to the business of the Trust, and the
Trust and the Holders shall have no rights by virtue of this 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. No 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


                                       43



or agent for, or act on any committee or body of holders of, securities or other
obligations of the Sponsor or its Affiliates.

          SECTION 10.6 Compensation; Fees

          The Sponsor agrees:

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

          (b) except as otherwise expressly provided herein, to reimburse the
Trustees upon request for all reasonable expenses, disbursements and advances
incurred or made by the Trustees in accordance with any provision of this
Declaration (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 their respective negligence or
bad faith; and

          (c) the provisions of this Section 10.6 shall survive the termination
of this Declaration and the resignation or removal of the Trustees.

                                   ARTICLE XI
                                   ACCOUNTING

          SECTION 11.1 Fiscal Year.

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

          SECTION 11.2 Certain Accounting Matters and Reports.

          (a) At all times during the existence of the Trust, the Regular
Trustees shall keep, or cause to be kept, full books of account, records and
supporting documents, which shall reflect in reasonable detail, each transaction
of the Trust. The books of account shall be maintained on the accrual method of
accounting, in accordance with generally accepted accounting principles,
consistently applied. The Trust shall use the accrual method of accounting for
United States federal income tax purposes. The books of account and the records
of the Trust shall be examined by and reported upon as of the end of each Fiscal
Year of the Trust by a firm of independent certified public accountants selected
by the Regular Trustees. The books and records of the Trust, together with a
copy of the Declaration and a certified copy of the Certificate of Trust, and
any amendment thereto shall at all times be maintained at the principal office
of the Trust and shall be open for inspection for any examination by any Holder
or its duly authorized representative for any purpose reasonably related to its
interest in the Trust during normal business hours.


                                       44



          (b) The Regular Trustees shall cause to be prepared and delivered to
each of the Holders, within 90 days after the end of each Fiscal Year of the
Trust, annual financial statements of the Trust, including a balance sheet of
the Trust as of the end of such Fiscal Year, and the related statements of
income or loss;

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

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

          (e) The Sponsor will cause the Regular Trustees to deliver to each
Holder of Securities, (i) not later than 45 days after the end of each quarterly
period (other than the last quarter of a Fiscal Year) (x) unaudited consolidated
financial statements of the Sponsor (including, without limitation, balance
sheet and statement of operations) for such quarterly period and (y) an
Officer's Certificate of the Sponsor substantially in the form specified in
Exhibit E, (ii) within 60 days after each year end (x) unaudited consolidated
financial statements of the Sponsor (including, without limitation, balance
sheet and statement of operations) for such year and (y) Officer's Certificates
of the Sponsor substantially in the form of Exhibit E with respect to each
subsidiary of the Sponsor that is an insurance company, (iii) within 90 days
after the end of each year (x) audited consolidated financial statements
(including, without limitation, balance sheet and statement of operations) for
such year, accompanied by the report of the independent accountants with respect
thereto, and (y) an Officer's Certificate of the Sponsor specifying any material
differences between such statements and the statements delivered pursuant to
clause (ii)(x).

          (f) The Sponsor covenants and agrees to transmit by mail to the
Regular Trustee within 5 days after the filing thereof with the Debt Trustee,
copies of all information, documents and reports filed with the Debt Trustee
under the Indenture.

          SECTION 11.3 Banking.

          The Trust shall maintain one or more bank accounts in the name and for
the sole benefit of the Trust; provided, however, that all payments of funds in
respect of the Debentures held by the Institutional Trustee shall be made
directly to the Institutional Trustee Account and no other funds of the Trust
shall be deposited in the Institutional Trustee Account. The sole signatories
for such accounts shall be designated by the Regular Trustees; provided,
however, that the Institutional Trustee shall designate the signatories for the
Institutional Trustee Account.


                                       45



          SECTION 11.4 Withholding.

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

                                   ARTICLE XII
                             AMENDMENTS AND MEETINGS

          SECTION 12.1 Amendments.

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

               (i) the Regular Trustees (or, if there are more than two Regular
          Trustees, a majority of the Regular Trustees);

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

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

          (b) No amendment shall be made, and any such purported amendment shall
be void and ineffective:

               (i) unless, in the case of any proposed amendment, the
          Institutional Trustee shall have first received 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);

               (ii) unless, in the case of any proposed amendment which affects
          the rights, powers, duties, obligations or immunities of the
          Institutional Trustee, the Institutional Trustee shall have first
          received:


                                       46



                    (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

               (iii) to the extent the result of such amendment would be to:

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

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

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

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

          (d) Sections 3.8(e), 4.4, 9.1(c), 10.1(c) and this Section 12.1 shall
not be amended without the consent of all of the Holders of the Securities;

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

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

          (g) Notwithstanding Section 12.1(c), this Declaration may be amended
by the Regular Trustees without the consent of the Holders 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;

               (iv) conform to any change in Rule 3a-5 or written change in
          interpretation or application of Rule 3a-5 by any legislative body,
          court, government agency or regulatory


                                       47



          authority, which amendment does not have a material adverse effect on
          the right, preferences or privileges of the Holders; and

               (v) preserve the status of the Trust as a grantor trust for
          United States federal income tax purposes, which amendment does not
          have a material adverse effect on the right, preferences or privileges
          of the Holders;

          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
Securities.

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

          (a) Meetings of the Holders of any class of Securities may be called
at any time by the Regular Trustees (or as provided in the terms of the
Securities) to consider and act on any matter on which Holders of such class of
Securities are entitled to act under the terms of this Declaration, the terms of
the Securities or the rules of any stock exchange on which the Preferred
Securities are listed or admitted for trading. The Regular Trustees 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 class of Securities. Such direction
shall be given by delivering to the Regular Trustees one or more calls in a
writing stating that the signing Holders wish to call a meeting and indicating
the general or specific purpose for which the meeting is to be called. Any
Holders calling a meeting shall specify in writing the Certificates held by the
Holders exercising the right to call a meeting and only those Securities
specified shall be counted for purposes of determining whether the required
percentage set forth in the second sentence of this paragraph has been met.

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

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

               (ii) each Holder may authorize any Person to act for it by proxy
          on all matters in which a Holder is entitled to participate, including
          waiving notice of any meeting, or


                                       48



          voting or participating at a meeting. No proxy shall be valid after
          the expiration of 11 months from the date thereof unless otherwise
          provided in the proxy. Every proxy shall be revocable at the pleasure
          of the Holder executing it. Except as otherwise provided herein, all
          matters relating to the giving, voting or validity of proxies shall be
          governed by the General Corporation Law of the State of Delaware
          relating to proxies, and judicial interpretations thereunder, as if
          the Trust were a Delaware corporation and the Holders were
          stockholders of a Delaware corporation;

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

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

                                  ARTICLE XIII
                    REPRESENTATIONS OF INSTITUTIONAL TRUSTEE
                              AND DELAWARE TRUSTEE

          SECTION 13.1 Representations and Warranties of Institutional Trustee.

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

          (a) the Institutional Trustee is a banking corporation, a national
banking association or a bank or trust company, duly organized, validly existing
and in good standing under the laws of the United States or any state thereof,
as the case may be, with corporate power and authority to execute and deliver,
and to carry out and perform its obligations under the terms of, this
Declaration;

          (b) the execution, delivery and performance by the Institutional
Trustee of this Declaration have 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 constitutes the legal,
valid and binding obligation of the Institutional Trustee, enforceable against
it in accordance with its terms, subject to applicable bankruptcy,
reorganization, moratorium, insolvency and other similar laws affecting
creditors' rights generally and to general principles of equity and the
discretion of the court (regardless of whether


                                       49



the enforcement of such remedies is considered in a proceeding in equity or at
law); and the Institutional Trustee has duly authenticated the Preferred
Securities;

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

          (d) 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;

          (e) on the Closing Date, the Institutional Trustee will be the record
holder of the Debentures and the Institutional Trustee has not knowingly created
any liens or encumbrances on such Debentures; and

          (f) the Institutional Trustee satisfies the qualifications set forth
in Section 5.3.

          SECTION 13.2 Representations and Warranties of Delaware Trustee.

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

          (a) the Delaware Trustee is a Delaware banking corporation, duly
organized, validly existing and in good standing under the laws of the State of
Delaware, with authority to execute and deliver, and to carry out and perform
its obligations under the terms of, this Declaration;

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

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

          (d) the Delaware Trustee is a natural person who is a resident of the
State of Delaware or, if not a natural person, an entity which has its principal
place of business in the State of Delaware and meets the requirements of Section
5.2.


                                       50



                                   ARTICLE XIV
                                  MISCELLANEOUS

          SECTION 14.1 Notices.

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

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

               James River Capital Trust I
               c/o James River Group, Inc.
               1414 Raleigh Road, Suite 415
               Chapel Hill, NC 27517
               Attention: Michael Oakes

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

               Wilmington Trust Company
               Rodney Square North
               1100 North Market Street
               Wilmington, DE 19890-0001
               Attention: Corporate Trust Administration
               Telecopy: 302/636-4140
               Telephone: 302/651-1000 or 302/636-6000

          (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):

               Wilmington Trust Company
               Rodney Square North
               1100 North Market Street
               Wilmington, DE 19890-0001
               Attention: Corporate Trust Administration
               Telecopy: 302/636-4140
               Telephone: 302/651-1000 or 302/636-6000

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

               James River Group, Inc.
               1414 Raleigh Road, Suite 415


                                       51



               Chapel Hill, NC 27517
               Attention: Michael Oakes

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

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

          SECTION 14.2 Governing Law.

          THIS DECLARATION AND EACH SECURITY AND THE RIGHTS OF THE PARTIES
HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF DELAWARE AND ALL RIGHTS AND REMEDIES SHALL BE GOVERNED
BY SUCH LAWS, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

          SECTION 14.3 Submission to Jurisdiction.

          Each party hereto irrevocably and unconditionally submits to the
nonexclusive jurisdiction of the courts of the State of New York and the federal
courts of the United States located in the Borough of Manhattan, The City of New
York (and any courts having jurisdiction over appeals therefrom) in respect of
any action, suit or proceeding arising out of this Declaration or the Securities
or any of the transactions contemplated hereby or thereby and waives to the
extent permitted by law any objection to venue in respect thereof (based on
inconvenient forum or otherwise). Unless a party maintains a registered agent in
the State of New York, each such party agrees that process in any such suit may
be served by mailing the relevant process, by registered or certified mail,
return receipt requested, to the address of such party then specified pursuant
to Section 14.01.

          SECTION 14.4 Intention of the Parties.

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

          SECTION 14.5 Table of Contents, Headings, etc.

          The table of contents and the titles and headings of the articles and
sections of this Declaration have been inserted for convenience of reference
only, are not to be considered a part hereof, and shall in no way modify or
restrict any of the terms or provisions hereof.


                                       52



          SECTION 14.6 Successors and Assigns.

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

          SECTION 14.7 Partial Enforceability.

          In case any one or more of the provisions contained in this
Declaration or in the Securities shall for any reason be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Declaration or of
such Securities, but this Declaration and such Securities shall be construed as
if such invalid or illegal or unenforceable provision had never been contained
herein or therein.

          SECTION 14.8 Counterparts.

          This Declaration may be executed in any number of counterparts, each
of which shall be an original, but such counterparts shall together constitute
but one and the same instrument.


                                       53



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


                                        /s/ Adam Abram
                                        ----------------------------------------
                                        J. Adam Abram, as Regular Trustee


                                        /s/ Michael Oakes
                                        ----------------------------------------
                                        Michael Oakes, as Regular Trustee


                                        /s/ Michael Crow
                                        ----------------------------------------
                                        Michael Crow, as Regular Trustee

                                        WILMINGTON TRUST COMPANY,
                                        as Institutional Trustee and Delaware
                                        Trustee


                                        /s/ illegible
                                        ----------------------------------------
                                        Name:
                                        Title:


                                        JAMES RIVER GROUP, INC.
                                        as Sponsor, Common Securities Holder and
                                        Debenture Issuer


                                        /s/ Michael T. Oakes
                                        ----------------------------------------
                                        Name: Michael T. Oakes
                                        Title: Chief Financial Officer


                                       54



                                     ANNEX I
                       TERMS OF ICONS PREFERRED SECURITIES
                        TERMS OF ICONS COMMON SECURITIES

          Pursuant to Section 7.1 of the Amended and Restated Declaration of
Trust, dated as of May 26, 2004 (as amended from time to time, the
"Declaration"), the designation, rights, privileges, restrictions, preferences
and other terms and provisions of the Securities are set out below (each
capitalized term used but not defined herein has the meaning set forth in the
Declaration:

          1.   Designation and Number.

          (a) Preferred Securities. 7,000 Preferred Securities of the Trust with
an aggregate liquidation amount with respect to the assets of the Trust of Seven
Million dollars ($7,000,000) and a liquidation amount with respect to the assets
of the Trust of $1,000 per preferred security, are hereby designated for the
purposes of identification only as "ICONS Preferred Securities" (the "Preferred
Securities"). The Preferred Security Certificates evidencing the Preferred
Securities shall be substantially in the form of Exhibit A-1 to the Declaration,
with such changes and additions thereto or deletions therefrom as may be
required by ordinary usage, custom or practice or to conform to the rules of any
stock exchange on which the Preferred Securities are listed.

          (b) Common Securities. 217 Common Securities of the Trust with an
aggregate liquidation amount with respect to the assets of the Trust of Two
Hundred Seventeen Thousand dollars ($217,000) and a liquidation amount with
respect to the assets of the Trust of $1,000 per common security, are hereby
designated for the purposes of identification only as "ICONS Common Securities"
(the "Common Securities"). The Common Security Certificates evidencing the
Common Securities shall be substantially in the form of Exhibit A-2 to the
Declaration, with such changes and additions thereto or deletions therefrom as
may be required by ordinary usage, custom or practice.

          (c) The Preferred Securities and the Common Securities (referred to
collectively as the "Securities") represent undivided beneficial interests in
the assets of the Trust.

          (d) In connection with the purchase of the Securities, the Sponsor
will deposit in the Trust, and the Trust will purchase, respectively, as trust
assets, Debentures of the Sponsor having an aggregate principal amount of Seven
Million Two Hundred Seventeen Thousand dollars ($7,217,000), and bearing
interest at an annual rate equal to the annual Distribution Rate, as it may
change from time to time, on the Securities and having payment and
prepayment/maturity provisions which correspond to the payment and redemption
provisions of the Securities.

          2.   Distributions.

          (a) Distributions will be payable at the rate per annum (the
"Distribution Rate"), determined with respect to a Distribution Period (as
defined below), equal to LIBOR (as defined below), as determined on the
Determination Date (as defined below) with respect to such



Distribution Period, plus 4.00%, of the stated liquidation amount of $1,000 per
Security (provided, that the Distribution Rate for any Distribution Period prior
to the Distribution Period commencing on the Distribution Payment Date in May,
2009 may not exceed 12.50% per annum and, provided further, that the
Distribution Rate for any Distribution Period may not exceed the highest rate
permitted by New York law as the same may be modified by United States law of
general application), such Distribution Rate being the rate of interest payable
on the Debentures to be held by the Institutional Trustee. Distributions in
arrears beyond the applicable Distribution Payment Date will bear interest
thereon compounded quarterly at the applicable periodic Distribution Rate
("Compound Interest") to the extent permitted by applicable law. The term
"Distributions," as used herein, includes such cash distributions and any such
interest (including Additional Interest and Compound Interest) payable unless
otherwise stated. A Distribution will be made by the Institutional Trustee only
to the extent that payments are made in respect of the Debentures held by the
Institutional Trustee and to the extent the Trust has funds available in the
Institutional Trustee Account. The term "Distribution Period" means the period
from and including a Distribution Payment Date, or in the case of the first
Distribution Period, the original date of issuance of the Securities to, but
excluding, the next succeeding Distribution Payment Date or, in the case of the
last Distribution Payment Period, the related date of redemption.

          (b) The amount of Distributions payable for any Distribution Period
will be computed for any full quarterly Distribution Period on the basis of a
360-day year and the actual number of days elapsed in such Distribution Period.
All percentages resulting from any calculations on the Securities will be
rounded, if necessary, to the nearest one hundred-thousandth of a percentage
point, with five one-millionths of a percentage point rounded upward (e.g.,
7.553455% (or .07553455) being rounded to 7.55346% (or .0755346)), and all
dollar amounts used in or resulting from any such calculation will be rounded to
the nearest cent (with one-half cent being rounded upward).

          (c) Distributions on the Securities will be cumulative, will accrue
from May 26, 2004 and, except as otherwise described below, will be payable
quarterly in arrears, on February 15, May 15, August 15 and November 15 of each
year, commencing on August 15, 2004 when, as and if available for payment,
except as otherwise described below (each, a "Distribution Payment Date").

          (d) The "Calculation Agent" shall be the Institutional Trustee and
will calculate the Distribution Rate for each Distribution Period based on LIBOR
determined as of two London Business Days next preceding the first day of each
such Distribution Period (each, a "Determination Date"). "LIBOR" means, with
respect to a Distribution Period commencing on a Distribution Date (in the
following order of priority):

               (i) the rate (expressed as a percentage per annum) for Eurodollar
          deposits having a three-month maturity that appears on Telerate Page
          3750 as of 11:00 a.m. (London time) on the applicable Determination
          Date;

               (ii) if such rate does not appear on Telerate Page 3750 as of
          11:00 a.m. (London time) on the applicable Determination Date, the
          Calculation Agent will request


                                      A-2



          the principal London offices of four leading banks in the London
          interbank market as selected by the Calculation Agent to provide such
          banks' offered quotations (expressed as percentages per annum) to
          prime banks in the London interbank market for Eurodollar deposits
          having a three-month maturity as of 11:00 a.m. (London time) on such
          Determination Date, and if at least two quotations are provided, 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 Calculation Agent will request four major
          New York City banks selected by the Calculation Agent to provide such
          banks' offered quotations (expressed as percentage per annum) to
          leading European banks for loans in Eurodollars as of 11:00 a.m. (New
          York City time) on such Determination Date, and if at least two
          quotations are provided, LIBOR will be the arithmetic mean of such
          quotations;

               (iv) if fewer than two such quotations are provided as requested
          in clause (iii) above, LIBOR will be LIBOR as determined on the
          preceding Determination Date.

               On each Determination Date, the Calculation Agent will notify any
Paying Agent and the Sponsor of the Distribution Rate for the related
Distribution Period. The Calculation Agent shall, upon the request of any Holder
of any Securities, provide the Distribution Rate then in effect. The Sponsor
shall from time to time provide any necessary information to the Paying Agent
relating to any original issue discount and interest on the Securities that is
included in any payment and reportable for taxable income calculation purposes.

               Absent manifest error, the Calculation Agent's determination of
LIBOR and its calculation of the applicable Distribution Rate for each
Distribution Period will be final and binding.

          (e) So long as no Event of Default under the Indenture has occurred
and is continuing, the Debenture Issuer has the right under the Indenture, at
any time and from time to time during the term of the Debentures, to defer
payments of interest on the Debentures by deferring the payment of interest from
time to time on the Debentures for a period (each of which periods shall end on
a Distribution Payment Date, each a "Deferral Period"); provided, that (x) no
Deferral Period may exceed 20 consecutive quarterly periods and (y) no Deferral
Period shall extend beyond the Stated Maturity or the earlier redemption of the
Debentures. No interest on the Debentures shall be due and payable during a
Deferral Period. As a consequence of such deferral, Distributions will also be
deferred. Despite such deferral, to the extent permitted by applicable law,
quarterly Distributions will continue to accrue with interest thereon at the
then applicable Distribution Rate compounded quarterly for each quarter of any
Deferral Period. Any interest accrued on the Debentures during an Deferral
Period shall be paid Pro Rata to holders of Debentures on the first payment date
following the Deferral Period and the Payment Amount shall be paid Pro Rata to
the Holders on the first Distribution Payment Date following the Deferral
Period. Before the termination of any such Deferral Period, the Debenture Issuer
may further extend such Deferral Period; provided that such Deferral Period,
together with all such previous and further extensions within such Deferral
Period shall not exceed 20 consecutive


                                      A-3



quarterly periods or extend beyond the Stated Maturity or earlier redemption of
the Debentures. Upon the termination of any Deferral Period and the payment of
all deferred interest then due, the Debenture Issuer may commence a new Deferral
Period, subject to the foregoing requirements. In the event that the Debenture
Issuer exercises this right, then the Debenture Issuer shall not (i) declare or
pay any dividend on, make any distribution or other payment with respect to, or
redeem, purchase, acquire or make a liquidation payment with respect to, any of
its capital stock (other than (a) repurchases, redemptions or other acquisitions
of shares of capital stock of the Debenture Issuer in connection with the
satisfaction by the Debenture Issuer of its obligations under employee benefit
plans, (b) as a result of an exchange or conversion of any class or series of
the Debenture Issuer's capital stock for any other class or series of the
Debenture Issuer's capital stock, (c) the purchase of fractional interests in
shares of the Debenture Issuer's capital stock pursuant to the conversion or
exchange provisions of such capital stock or the security being converted or
exchanged, (d) any declaration of a dividend in connection with any
shareholders' rights plan or the redemption or repurchase of rights pursuant
thereto or (e) any dividend or distribution in the form of capital stock or
rights to acquire capital stock where the rights of the capital stock being
issued, or issuable pursuant to such rights, rank pari passu or junior to the
capital stock as to which such dividend or distribution is paid), (ii) make any
payment of interest, principal or premium, if any, on or repay, repurchase or
redeem any debt securities issued by the Debenture Issuer that rank pari passu
with or junior to the Debentures and (iii) make any guarantee payments with
respect to the foregoing (other than pursuant to the Preferred Securities
Guarantee). The quarterly period in which any notice is given pursuant to this
Section 2(e) shall count as one of the 20 quarterly period in the maximum
Deferral Period.

          (f) Distributions on the Securities will be payable promptly by the
Institutional Trustee upon receipt of immediately available funds to the Holders
thereof as they appear on the books and records of the Trust on the relevant
record dates, which will be the fifteenth calendar day prior to the relevant
Distribution Payment Date. The record dates and Distribution Payment Dates shall
be the same as the record dates and interest payment dates on the Debentures.
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 the corresponding interest payment on the Debentures, will forthwith 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 established by the Regular Trustees, which record date shall correspond to
the special record date or other specified date determined in accordance with
the Indenture; provided, however, that Distributions shall not be considered
payable on any Distribution Payment Date falling within an Deferral Period
unless the Debenture Issuer has elected to make a full or partial payment of
interest accrued on the Debentures on such Distribution Payment Date.
Distributions on the Securities will be paid by the Trust. All Distributions
paid with respect to the Securities shall be paid on a Pro Rata basis to Holders
thereof entitled thereto. If any date on which Distributions are payable on the
Securities is not a Business Day, then payment of the Distributions payable on
such date will be made on the next succeeding day that is a Business Day (and
without any interest or other payment in respect of any such delay) except that,
if such Business Day is in the next succeeding calendar year, such payment shall
be made on the


                                      A-4



immediately preceding Business Day, in each case with the same force and effect
as if made on such date.

          (g) If at any time while the Institutional Trustee is the Holder of
any Securities, the Trust or the Institutional Trustee is required to pay any
taxes, duties, assessments or governmental charges of whatever nature (other
than withholding taxes) imposed by the United States, or any other taxing
authority, then, in any such case, the Debenture Issuer will pay as additional
interest ("Additional Interest") on the Debentures held by the Institutional
Trustee, such amounts as shall be required so that the net amounts received and
retained by the Trust and the Institutional Trustee after paying any such taxes,
duties, assessments or other governmental charges will be equal to the amounts
the Trust and the Institutional Trustee would have received had no such taxes,
duties, assessments or other governmental charges been imposed.

          (h) 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 among the Holders.

          3.   Liquidation Distribution Upon Dissolution.

          In the event of any dissolution of the Trust (other than in connection
with the redemption of the Securities), the Trust shall be liquidated by the
Regular Trustees as expeditiously as the Regular Trustees determine to be
possible by distributing to the Holders, after satisfaction of liabilities to
creditors of the Trust as provided by applicable law, a Like Amount (as defined
below) of the Debentures, unless such distribution is determined by the
Institutional Trustee not to be practicable, in which event such Holders will be
entitled to receive out of the assets of the Trust legally available for
distribution to Holders, after satisfaction of liabilities to creditors of the
Trust as provided by applicable law, an amount equal to the aggregate of the
liquidation amount of $1,000 per Security plus accumulated and unpaid
Distributions thereon to the date of payment plus, if such liquidation occurs
prior to May 15, 2009, an amount equal to the applicable premium described in
the definition of "Redemption Price" in Section 4(a) (such distribution being
the "Liquidation Distribution").

          "Like Amount" means (i) with respect to a redemption of the
Securities, Securities having a liquidation amount equal to the principal amount
of Debentures to be paid in accordance with their terms and (ii) with respect to
a distribution of Debentures upon the liquidation of the Trust, Debentures
having a principal amount equal to the liquidation amount of the Securities of
the Holder to whom such Debentures are distributed.

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

          4.   Redemption and Distribution.


                                      A-5



          (a) Redemption of the Securities will occur simultaneously with any
repayment of the Debentures, whether at maturity or earlier prepayment. The
Debentures will mature on May 15, 2034 unless prepaid earlier as described in
this Section 4 (the "Stated Maturity").

          Upon the repayment of the Debentures in whole or in part, whether at
maturity or earlier prepayment, the proceeds from such repayment shall be
simultaneously applied to redeem Securities having an aggregate liquidation
amount equal to the aggregate principal amount of the Debentures so repaid at
the Redemption Price. The "Redemption Price" shall be $1,000 per Security, plus
an amount equal to unpaid Distributions thereon accumulated to the date of
redemption, payable in cash, plus, if the redemption occurs prior to May 15,
2009, a premium in cash equal to the product of (i) $1,000 per Security, and
(ii) the percentage specified below for the applicable date of redemption:

Redemption During the 12-Month
   Period Beginning May 15,      Percentage of Principal Amount
   ------------------------      ------------------------------
              2004                              5%
              2005                              4%
              2006                              3%
              2007                              2%
              2008                              1%
      2009 and thereafter                       0%

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

          (b) The Debentures are prepayable prior to the Stated Maturity at the
option of the Company (i) in whole or in part, from time to time on an Interest
Payment Date specified in the Indenture, on any Interest Payment Date (as
defined in the Indenture) on or after May 15, 2009 or (ii) at any time prior to
May 15, 2009, in whole but not in part, upon the occurrence and continuation of
a Special Event (but within the time limitations specified in the Indenture), in
either case at a prepayment price (the "Prepayment Price") equal to 100% of the
principal amount thereof plus unpaid interest thereon (including Additional
Interest and Compound Interest, if any) accrued to the date of prepayment, plus
the applicable premium (if any) specified in the Indenture.

          (c) The following terms used herein shall be defined as follows:

          "Investment Company Event" means that the Regular Trustees shall have
received an opinion of nationally recognized independent counsel experienced in
such matters, who shall not


                                      A-6



be an officer or employee of the Sponsor or any of its Affiliates, to the effect
that, as a result of the occurrence of a change in law or regulation or a
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 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 Preferred Securities.

          "Special Event" means a Tax Event or an Investment Company Event, as
the case may be.

          "Tax Event" means that the Debenture Issuer and the Regular Trustees
shall have received an opinion of a nationally recognized independent tax
counsel experienced in such matters, who shall not be an officer or employee of
the Sponsor or any of its Affiliates, to the effect that, as a result of (a) 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 (b) any official
administrative pronouncement or judicial decision interpreting or applying such
laws or regulations, which amendment or change is effective or which
pronouncement or decision is announced on or after the date of the 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 on the Debentures is not, or within 90
days of the date of such opinion will not be, deductible by the Debenture Issuer
(assuming the Debenture Issuer is organized under the laws of any state of the
United States or the District of Columbia), 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, duties or other governmental charges.

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

          On the date fixed for any distribution of Debentures upon dissolution
of the Trust, (i) the Preferred Securities will no longer be deemed to be
outstanding and (ii) all certificates representing Preferred Securities will be
deemed to represent Debentures having an aggregate principal amount equal to the
aggregate liquidation amount of, with an interest rate identical to the
Distribution Rate, as in effect from time to time, of, and accrued and unpaid
interest equal to accumulated and unpaid Distributions on, such Preferred
Securities until such certificates are presented to the Debenture Issuer or its
agent for transfer or reissuance.

          (e) Redemption or Distribution Procedures.

               (i) Notice of any prepayment of the Debentures, or notice of
          distribution of Debentures in exchange for the Securities (a
          "Redemption/Distribution Notice") will be


                                      A-7



          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 prepayment of the Debentures.
          For purposes of the calculation of the date of redemption or exchange
          and the dates on which notices are given pursuant to this Section
          4(e)(i), a Redemption/Distribution Notice shall be deemed to be given
          on the day such notice is first mailed by first-class mail, postage
          prepaid, to Holders. Each Redemption/Distribution Notice shall be
          addressed to the Holders at the address of each such Holder appearing
          in the books and records of the Trust. No defect in the
          Redemption/Distribution Notice or in the mailing of either thereof
          with respect to any Holder shall affect the validity of the redemption
          or exchange proceedings with respect to any other Holder.

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

               (iii) If 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 Section 4 (which notice
          will be irrevocable), then by 10:00 a.m., New York City time, on the
          redemption date, the Debenture Issuer will deposit with one or more
          paying agents an amount of money sufficient to redeem on the
          redemption date all the Securities so called for redemption at the
          Redemption Price. If a Redemption/Distribution Notice shall have been
          given and funds deposited as required, if applicable, then immediately
          prior to the close of business on the date of such deposit, or on the
          redemption date, as applicable, 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 Redemption Price, but
          without interest on such Redemption Price. On presentation and
          surrender of such Securities at a place of payment specified in said
          notice, the said Securities or the specified portions thereof shall be
          paid and redeemed by the Trust at the Redemption Price. Neither the
          Regular Trustees nor the Trust shall be required to register or cause
          to be registered the transfer of any Securities that have been so
          called for redemption. If any date fixed for redemption of Securities
          is not a Business Day, then payment of the Redemption Price payable on
          such date will be made on the next succeeding day that is a Business
          Day (and without any interest or other payment in respect of any such
          delay) except that, if such Business Day falls in the next calendar
          year, such payment will be made on the immediately preceding Business
          Day, in each case with the same force and effect as if made on such
          date fixed for redemption. If payment of the Redemption Price in
          respect of any Securities is improperly withheld or refused and not
          paid either by the Institutional Trustee or by the Sponsor as
          guarantor pursuant to the relevant Securities Guarantee, Distributions
          on such Securities will continue to accumulate from the original
          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 Redemption Price.


                                      A-8



               (iv) The Trust shall not be required to (i) issue, or register
          the transfer or exchange of, any Securities during a period beginning
          at the opening of business 15 days before the mailing of a notice of
          redemption of Securities and ending at the close of business on the
          day of the mailing of the relevant notice of redemption and (ii)
          register the transfer or exchange of any Securities so selected for
          redemption, in whole or in part, except the unredeemed portion of any
          Securities being redeemed in part.

               (v) Subject to the foregoing and applicable law (including,
          without limitation, United States federal securities laws [and
          regulations of the Federal Reserve Board]), the Sponsor or any of its
          subsidiaries may at any time and from time to time purchase
          outstanding Preferred Securities by tender, in the open market or by
          private agreement.

          5.   Voting Rights - Preferred Securities.

          (a) Except as provided under Sections 5(b), 6(b) and 7 and as
otherwise required by law and the Declaration, the Holders of the Preferred
Securities will have no voting rights.

          (b) Subject to the requirements set forth in the immediately following
paragraph, the Holders of a Majority in Liquidation Amount of Preferred
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 to direct the exercise of 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 to it under the Indenture as holder of the Debentures,
(ii) waive any past Event of Default and its consequences 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 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 a Super
Majority, only the Holders of at least such Super Majority in aggregate
liquidation amount of the Preferred Securities may direct the Institutional
Trustee to give such consent or take such action; and provided further, that
where a consent or action under the Indenture is only effective against each
holder of Debentures who has consented thereto, such consent or action will only
be effective against a Holder of Preferred Securities who directs the
Institutional Trustee to give such consent or take such action. The
Institutional Trustee shall not revoke any action previously authorized or
approved by a vote of the Holders of the Preferred Securities. If the
Institutional Trustee fails to enforce its rights under the Debentures after a
holder of record of Preferred Securities has made a written request, such Holder
of Preferred Securities may, to the fullest extent permitted by law, 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.

          The Institutional Trustee shall promptly notify all holders of
Securities of any Default or Event of Default (as those terms are defined in the
Indenture), actually known to the Institutional Trustee, except for any Default
or Event of Default (i) which has been cured prior to the giving of the notice,
(ii) is a Default or Event of Default constituting failure to pay principal or
interest on


                                       A-9



the Debentures or for situations in which the Institutional Trustee
determines in good faith that the withholding of such notice is in the interest
of the Holders of Securities.

          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 on or principal of the Debentures on the date such
interest or principal is otherwise payable (or in the case of redemption, on the
redemption date), then a Holder of Preferred Securities may institute a Direct
Action for enforcement of payment to such Holder of the principal of or interest
on the Debentures having an aggregate principal amount equal to the aggregate
liquidation amount of the Preferred Securities of such Holder on or after the
respective due date specified in the Debentures. Notwithstanding any payments
made to such Holder of Preferred Securities by the Debenture Issuer in
connection with a Direct Action, the Debenture Issuer shall remain obligated to
pay the principal of or interest on the Debentures held by the Trust or the
Institutional Trustee of the Trust, and the Holders of the Common Securities
shall be subrogated to the rights of the Holder of such Preferred Securities
with respect to payments on the Preferred Securities under the Declaration to
the extent of any payments made by the Debenture Issuer to such Holder in any
Direct Action provided, however, that the Holder has received full payment in
respect of such Preferred Securities. Except as provided in this paragraph and
Section 3.8(e) of the Declaration, the Holders of Preferred Securities will not
be able to exercise directly any other remedy available to the holders of the
Debentures.

         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 b(i) through b(iv) above unless the
Institutional Trustee has obtained an opinion of a nationally recognized tax
counsel experienced in such matters to the effect that, taking such action into
account, the Trust will continue to be classified as a grantor trust for United
States federal income tax purposes.

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

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

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


                                      A-10



          6.   Voting Rights - Common Securities.

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

          (b) Unless an Event of Default shall have occurred and be continuing,
the Holders of the Common Securities are entitled, in accordance with Article V
of the Declaration, to vote to appoint, remove or replace any Trustee or to
increase or decrease the number of Trustees. If an Event of Default has occurred
and is continuing, the Institutional Trustee and the Delaware Trustee may be
removed at such time only by the Holders of a Majority in Liquidation Amount of
the outstanding Preferred Securities. In no event will the Holders of the
Preferred Securities have the right to vote to appoint, remove or replace the
Regular Trustees, which voting rights are vested exclusively in the Sponsor as
the Holder of the Common Securities. No resignation or removal of a Trustee and
no appointment of a successor trustee shall be effective until the acceptance of
appointment of a successor trustee in accordance with the provisions of the
Declaration.

          During an Event of Default, no vote or consent of the Holders of the
Common Securities will be required or obtained by the Regular Trustees with
respect to that Event of Default, until that Event of Default has been cured or
waived. During that Event of Default, the Institutional Trustee will act on
behalf of the Holders of the Preferred Securities without regard to any vote or
consent by the Holders of the Common Securities.

          (c) Subject to Section 2.2 of the Declaration and only after the Event
of Default with respect to the Preferred Securities has been cured, waived, or
otherwise eliminated and subject to the requirements of the second to last
sentence of this paragraph, the Holders of a Majority in Liquidation Amount of
the Common Securities, voting separately as a class, may 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 Debt
Trustee, or exercising any trust or power conferred on the Debt Trustee with
respect to the Debentures, (ii) waive any past default and its consequences that
is waivable under Section 5.07 of the Indenture or (iii) exercise any right to
rescind or annul a declaration that the principal of all the Debentures shall be
due and payable; provided that, where a consent or action under the Indenture
would require the consent or act of a Super Majority of Holders of Debentures
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 Common Securities which the relevant Super Majority
represents of the aggregate principal amount of the Debentures outstanding; and
provided further, that where a consent or action under the Indenture would
require the consent or action of each holder of Debentures, each Holder of
Preferred Securities must direct the Institutional Trustee to give such consent
or take such action. Pursuant to this Section 6(c), the Institutional Trustee
shall not revoke any action previously authorized or approved by a vote of the
Holders of the Preferred Securities. Except with respect to directing the time,
method and place of conducting a proceeding for a remedy, the Institutional
Trustee shall not take any action in accordance with the directions of the
Holders of


                                      A-11



the Common Securities under this paragraph unless the Institutional Trustee has
obtained an opinion of a nationally recognized tax counsel experienced in such
matters to the effect that, as a result of such action, the Trust will not fail
to be classified as a grantor trust for United States federal income tax
purposes. If the Institutional Trustee fails to enforce its rights under the
Declaration, any Holder of Common Securities may, to the fullest extent
permitted by law, 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 Common Securities may be given
at a separate meeting of Holders of Common Securities convened for such purpose,
at a meeting of all of the Holders of Securities in the Trust or pursuant to
written consent. The Regular Trustees will cause a notice of any meeting at
which Holders of Common Securities are entitled to vote, to be mailed to each
Holder of record of Common Securities. Each such notice will include a statement
setting forth (i) the date of such meeting, (ii) a description of any resolution
proposed for adoption at such meeting on which such Holders are entitled to vote
and (iii) instructions for the delivery of proxies.

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

          7.   Amendments to Declaration and Indenture.

          (a) In addition to any requirements under Section 12.1 of the
Declaration, if any proposed amendment to the Declaration provides for, or the
Regular Trustees otherwise propose to effect, (i) any action that would
adversely affect the powers, preferences or special rights of the Securities,
whether by way of amendment to the Declaration or otherwise, or (ii) the
liquidation, dissolution, winding-up or termination of the Trust, other than as
described in Section 8.1 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 (but not on any other amendment or proposal) and such
amendment or proposal shall not be effective except with the approval of the
Holders of a Majority in Liquidation Amount of the Securities affected thereby,
provided that, if any amendment or proposal referred to in clause (i) above
would adversely affect only the Preferred Securities or only the Common
Securities, then only the affected class will be entitled to vote on such
amendment or proposal and such amendment or proposal shall not be effective
except with the approval of the Holders of a Majority in Liquidation Amount of
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 on the Indenture, 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 the
Holders of 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


                                      A-12



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; and provided, further, that
where a consent or action under the Indenture is only effective against each
holder of Debentures who has consented thereto, such consent or action will only
be effective against a Holder of Preferred Securities who directs the
Institutional Trustee to give such consent or take such action; and provided,
further, that the Institutional Trustee shall not take any action in accordance
with the directions of the Holders of the Securities under this Section 7(b)
unless the Institutional Trustee has obtained an opinion of a nationally
recognized tax counsel experienced in such matters to the effect that for the
purposes of United States federal income tax the Trust will be classified as a
grantor trust taking such action into account.

          (c) Notwithstanding the foregoing, no amendment or modification may be
made to the Declaration if such amendment or modification would (i) cause the
Trust not to be classified for purposes of United States federal income taxation
as 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.

          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
according to the aggregate liquidation amount of the Securities held by the
relevant Holder in relation to the aggregate liquidation amount of all
Securities outstanding unless, in relation to a payment, an Event of Default has
occurred and is continuing, in which case any funds available to make such
payment shall be paid first to each Holder of the Preferred Securities pro rata
according to the aggregate liquidation amount of Preferred Securities held by
the relevant Holder of Preferred Securities relative to the aggregate
liquidation amount of all Preferred Securities outstanding, and only after
satisfaction of all amounts owed to the Holders of the Preferred Securities, to
each Holder of Common Securities pro rata according to the aggregate liquidation
amount of Common Securities held by the relevant Holder of Common Securities
relative to the aggregate liquidation amount of all Common Securities
outstanding.

          9.   Ranking.

          The Preferred Securities rank pari passu, and payment thereon shall be
made Pro Rata, with the Common Securities except that, where an Event of Default
occurs and is continuing, the rights of Holders of the Common Securities to
receive payment of periodic Distributions and payments upon liquidation,
redemption and otherwise will be subordinated to the rights of the Holders of
the Preferred Securities.

          10.  Acceptance of Securities Guarantee and Indenture.

          Each Holder of Preferred Securities and Common Securities, by the
acceptance thereof, agrees to the provisions of the Preferred Securities
Guarantee and the Common Securities


                                      A-13



Guarantee, respectively, and to the provisions of the Indenture, including the
respective subordination provisions therein.

          11.  No Preemptive Rights.

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

          12.  Miscellaneous.

          These terms constitute a part of the Declaration.

          The Sponsor will provide a copy of the Declaration or the Preferred
Securities Guarantee and the Indenture to a Holder without charge on written
request to the Sponsor at its principal place of business.


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