Noram Energy Corp/Old Watch

from 8-K ~20 pages Form of Preferred Securities Guarantee

from 8-K >50 pages Form of Amended and Restated Declaration of Trust

from 8-K ~50 pages Form of First Supplemental Indenture

from S-3/A ~50 pages Prospectus Supplement - Securities

from S-3/A ~50 pages Prospectus Supplement-Convertible Securities

from S-3/A ~20 pages Preferred Securities Guarantee-Noram Financing II

from S-3/A ~20 pages Preferred Securities Guarantee-Noram Financing I

from S-3/A ~20 pages Form of Preferred Securities Guarantee

from S-3/A ~20 pages Form of Supplemental Indenture - Bank of New York

from S-3/A ~50 pages Form of Supplemental Indenture - Bank of New York

from S-3/A ~50 pages Form of Indenture - The Bank of New York, Trustee

from S-3/A >50 pages Form of Amended & Restated Declaration of Trust

from S-3/A >50 pages Form of Amended & Restated Declaration of Trust

from S-3 ~20 pages Preferred Securities

from S-3 ~20 pages Form of Supplemental Indenture

from S-3 ~20 pages Supplemental Indenture

from S-3 ~50 pages Form of Indenture

from S-3 >50 pages Form of Declaration of Trust

from S-3 >50 pages Declaration of Trust

from S-3 1 page Certificate of Trust the Undersigned, the Trustees of Noram Financing II, Desiring to Form a Business Trust Pursuant to Delaware Business Trust Act, 12 Del. C. Section 3810, Hereby Certify as Follows: (D) the Name of the Business Trust Being Formed Hereby (The "Trust") Is "Noram Financing II." (E) the Name and Business Address of the Trustee of the Trust Which Has Its Principal Place of Business in the State of Delaware Is as Follows: The Bank of New York (Delaware) 23 White Clay Center Route 273 Newark, Delaware 19711 (F) This Certificate of Trust Shall Be Effective as of the Date of Filing. Dated: November 1, 1995 /S/ Michael B. Bracy Name: Michael B. Bracy Title: Trustee /S/ Michael A. Creel Name: Michael A. Creel Title: Trustee the Bank of New York (Delaware), as Delaware Trustee By: /S/ Joseph F. Leary Name: Joseph F. Leary Title: Vice President<page>