<PAGE>   1
                                                                     EXHIBIT 4.5

================================================================================


                              AMENDED AND RESTATED
                              DECLARATION OF TRUST

                                      AMONG

                          AMERICAN CLASSIC VOYAGES CO.
                                   AS SPONSOR,

                              THE BANK OF NEW YORK
                              AS PROPERTY TRUSTEE,

                        THE BANK OF NEW YORK (DELAWARE),
                              AS DELAWARE TRUSTEE,

                                       AND

                           THE ADMINISTRATIVE TRUSTEES
                                  NAMED HEREIN,

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

                          DATED AS OF __________, 2000

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

                              AMCV CAPITAL TRUST I


================================================================================





<PAGE>   2
                             CROSS-REFERENCE TABLE*


<TABLE>
<CAPTION>
Section of Trust Indenture Act                                                Section of
of 1939, as amended                                                          Declaration
<S>                                                                          <C>
310      (a)......................................................................6.3(a)
         (c)................................................................Inapplicable
311      (c)................................................................Inapplicable
312      (a)......................................................................2.2(a)
         (b)......................................................................2.2(b)
313      ............................................................................2.3
314      (a).........................................................................2.4
         (b)................................................................Inapplicable
         (c).........................................................................2.5
         (d)................................................................Inapplicable
         (f)................................................................Inapplicable
315      (a)......................................................................3.9(b)
         (c)......................................................................3.9(a)
         (d)......................................................................3.9(a)
316      (a).....................................................................Annex I
         (c)......................................................................3.6(e)
</TABLE>


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



<PAGE>   3



                                TABLE OF CONTENTS


<TABLE>
<S>                                                                                                              <C>
ARTICLE I    INTERPRETATION AND DEFINITIONS.....................................................................-2-

SECTION  1.1     Definitions....................................................................................-2-

ARTICLE II   TRUST INDENTURE ACT...............................................................................-13-

SECTION  2.1     Trust Indenture Act; Application..............................................................-13-

SECTION  2.2     Lists of Holders of Trust Securities..........................................................-14-

SECTION  2.3     Reports by the Property Trustee...............................................................-14-

SECTION  2.4     Periodic Reports to Property Trustee..........................................................-14-

SECTION  2.5     Evidence of Compliance with Conditions Precedent..............................................-15-

SECTION  2.6     Trust Enforcement Events; Waiver..............................................................-15-

SECTION  2.7     Trust Enforcement Event; Notice...............................................................-16-

ARTICLE III  ORGANIZATION......................................................................................-17-

SECTION  3.1     Name..........................................................................................-17-

SECTION  3.2     Office........................................................................................-17-

SECTION  3.3     Purpose.......................................................................................-17-

SECTION  3.4     Authority.....................................................................................-17-

SECTION  3.5     Title to Property of the Trust................................................................-18-

SECTION  3.6     Powers and Duties of the Administrative Trustees..............................................-18-

SECTION  3.7     Prohibition of Actions by the Trust and the Trustees..........................................-21-

SECTION  3.8     Powers and Duties of the Property Trustee.....................................................-22-

SECTION  3.9     Certain Duties and Responsibilities of the Property Trustee...................................-24-

SECTION  3.10    Certain Rights of the Property Trustee........................................................-26-

SECTION  3.11    Delaware Trustee..............................................................................-28-
</TABLE>


<PAGE>   4




<TABLE>
<S>                                                                                                             <C>
SECTION  3.12    Execution of Documents........................................................................-29-

SECTION  3.13    Not Responsible for Recitals or Issuance of Trust Securities..................................-29-

SECTION  3.14    Duration of Trust.............................................................................-29-

SECTION  3.15    Mergers.......................................................................................-29-

SECTION  3.16    Compensation..................................................................................-31-

ARTICLE IV   SPONSOR...........................................................................................-32-

SECTION  4.1     Responsibilities of the Sponsor...............................................................-32-

SECTION 4.2      Indemnification and Expenses of the Trustee...................................................-32-

ARTICLE V    TRUST COMMON SECURITIESHOLDER.....................................................................-33-

SECTION  5.1     Company's Purchase of Trust Common Securities.................................................-33-

SECTION  5.2     Covenants of the Trust Common Securities Holder...............................................-33-

ARTICLE VI   TRUSTEES..........................................................................................-34-

SECTION  6.1     Number of Trustees............................................................................-34-

SECTION  6.2     Delaware Trustee..............................................................................-34-

SECTION  6.3     Property Trustee; Eligibility.................................................................-34-

SECTION  6.4     Qualifications of Administrative Trustees and Delaware

                 Trustee Generally.............................................................................-35-

SECTION  6.5     Administrative Trustees.......................................................................-36-

SECTION  6.6     Delaware Trustee..............................................................................-36-

SECTION  6.7     Appointment, Removal and Resignation of Trustees..............................................-36-

SECTION  6.8     Vacancies among Trustees......................................................................-38-

SECTION  6.9     Effect of Vacancies...........................................................................-38-

SECTION  6.10    Meetings......................................................................................-38-
</TABLE>

<PAGE>   5




<TABLE>
<S>                                                                                                            <C>
SECTION  6.11    Delegation of Power...........................................................................-39-

SECTION  6.12    Merger, Conversion, Consolidation or Succession toBusiness....................................-39-

ARTICLE VII  DISTRIBUTIONS; REDEMPTION; EXCHANGE; CONVERSION...................................................-40-

SECTION  7.1     Distributions.................................................................................-40-

SECTION  7.2     Redemption....................................................................................-41-

SECTION  7.3     Conversion....................................................................................-45-

SECTION  7.4     Trust Special Event Exchange or Redemption....................................................-47-

SECTION  7.5     Payment Procedures............................................................................-49-

SECTION  7.6     Tax Reporting, Etc............................................................................-50-

SECTION  7.7     Payment of Additional Sums by the Property Trustee............................................-50-

SECTION  7.8     Payments under Indenture......................................................................-50-

ARTICLE VIII ISSUANCE OF TRUST SECURITIES......................................................................-51-

SECTION  8.1     Designation and General Provisions Regarding TrustSecurities..................................-51-

SECTION  8.2     Voting Rights of Trust Preferred Securities...................................................-53-

SECTION  8.3     Voting Rights of Trust Common Securities......................................................-55-

SECTION  8.4     Paying Agent..................................................................................-57-

SECTION  8.5     Listing.......................................................................................-57-

SECTION  8.6     Acceptance of Trust Guarantees................................................................-57-

ARTICLE IX   TERMINATION AND LIQUIDATION OF THE TRUST..........................................................-57-

SECTION  9.1     Termination of Trust..........................................................................-57-

SECTION  9.2     Liquidation Distribution Upon Termination and Dissolution
                 of the Trust..................................................................................-58-
</TABLE>


<PAGE>   6

<TABLE>
<S>                                                                                                             <C>
ARTICLE X    TRANSFER OF INTERESTS.............................................................................-59-

SECTION  10.1    Transfer and Exchange of Trust Securities.....................................................-59-

SECTION  10.2    Transfer of Certificates......................................................................-60-

SECTION  10.3    Deemed Security Holders.......................................................................-60-

SECTION  10.4    Book Entry Interests..........................................................................-60-

SECTION  10.5    Notices to Clearing Agency....................................................................-61-

SECTION  10.6    Appointment of Successor Clearing Agency......................................................-62-

SECTION  10.7    Definitive Trust Preferred Security Certificates..............................................-62-

SECTION  10.8    Mutilated, Destroyed, Lost or Stolen Certificates.............................................-63-

SECTION  10.9    Cancellation..................................................................................-63-

SECTION  10.10   Appointment of Registrar and Transfer Agent...................................................-63-

ARTICLE XI   LIMITATION OF LIABILITY OF HOLDERS OF TRUST SECURITIES, TRUSTEES OR OTHERS........................-64-

SECTION  11.1    Liability.....................................................................................-64-

SECTION  11.2    Exculpation...................................................................................-64-

SECTION  11.3    Fiduciary Duty................................................................................-65-

SECTION  11.4    Indemnification...............................................................................-66-

SECTION  11.5    Outside Businesses............................................................................-69-

ARTICLE XII  ACCOUNTING........................................................................................-69-

SECTION  12.1    Fiscal Year...................................................................................-69-

SECTION  12.2    Certain Accounting Matters....................................................................-69-

SECTION  12.3    Banking.......................................................................................-70-

SECTION  12.4    Withholding...................................................................................-70-
</TABLE>

<PAGE>   7

<TABLE>
<S>                                                                                                             <C>
ARTICLE XIII AMENDMENTS AND MEETINGS...........................................................................-71-

SECTION  13.1    Amendments....................................................................................-71-

SECTION  13.2    Meetings of the Holders of Trust Securities; Action by
                 Written Consent...............................................................................-73-

ARTICLE XIV  REPRESENTATIONS OF PROPERTY TRUSTEE AND DELAWARE TRUSTEE..........................................-75-

SECTION  14.1    Representations and Warranties of Property Trustee............................................-75-

SECTION  14.2    Representations and Warranties of Delaware Trustee............................................-76-

ARTICLE XV   MISCELLANEOUS.....................................................................................-77-

SECTION  15.1    Notices.......................................................................................-77-

SECTION  15.2    Governing Law.................................................................................-78-

SECTION  15.3    Intention of the Parties......................................................................-79-

SECTION  15.4    Acceptance of Terms of Declaration, Trust Guarantees and

                 Subordinated Indenture........................................................................-79-

SECTION  15.5    Headings......................................................................................-79-

SECTION  15.6    Successors and Assigns........................................................................-79-

SECTION  15.7    Partial Enforceability........................................................................-79-

SECTION  15.8    Counterparts..................................................................................-80-

SECTION  15.9    Holding Company Formation, Consolidations and Mergers.........................................-80-
</TABLE>




<PAGE>   8



                              AMENDED AND RESTATED
                              DECLARATION OF TRUST

                                       OF

                              AMCV CAPITAL TRUST I

         AMENDED AND RESTATED DECLARATION OF TRUST (the "Declaration"), dated
and effective as of __________, 2000, by the Trustees (as defined herein), by
the Sponsor (as defined herein) and by the several Holders (as defined herein),
from time to time, of undivided beneficial interests in the assets of the Trust
(as defined herein) to be issued pursuant to this Declaration.

                                R E C I T A L S:

         WHEREAS, certain of the Trustees and the Sponsor declared and
established the AMCV CAPITAL TRUST I (the "Trust"), a trust under the Business
Trust Act (as defined herein), pursuant to a Declaration of Trust dated as of
January 12, 2000 (the "Original Declaration") and a Certificate of Trust filed
with the Secretary of State of the State of Delaware on January 12, 2000, for
the sole purpose of issuing and selling certain securities representing
undivided beneficial interests in the assets of the Trust and investing the
proceeds thereof in the Subordinated Debentures (as defined herein); and


         WHEREAS, all of the Trustees and the Sponsor, by this Declaration,
desire to amend and restate in its entirety 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 business trust under the Business Trust Act and that
this Declaration constitute the governing instrument of such business trust, the
Trustees declare that all assets contributed to the Trust will be held in trust
for the benefit of the Holders, from time to time, of the securities
representing undivided beneficial interests in the assets of the Trust issued
hereunder, subject to the provisions of this Declaration.



<PAGE>   9



                                    ARTICLE I

                         INTERPRETATION AND DEFINITIONS

         SECTION 1.1 Definitions.

         For all purposes of this Declaration, 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 and Sections and
Exhibits are to Articles and Sections and Exhibits to this Declaration unless
otherwise specified;

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

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

         (g)   all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles, and the term "generally accepted accounting principles" with respect
to any computation required or permitted hereunder shall mean such accounting
principles which are generally accepted at the date or time of such computation;
and

         (h)   each reference herein to a rule or form of the Commission shall
mean such rule or form and any rule or form successor thereto, in each case as
amended from time to time.

         "Additional Amount" means, with respect to the Trust Securities, the
amount of Additional Interest (as defined in the Subordinated Indenture) paid by
the Sponsor on the Subordinated Debentures.

         "Additional Sums" means, with respect to the Trust Securities, the
additional amounts as may be necessary in order that the amount of Distributions
then due and payable by the Trust on the outstanding Trust Preferred Securities
and Trust Common Securities shall not be reduced as a result of any additional
taxes, duties and governmental charges to which the Trust has become subject.




<PAGE>   10




         "Administrative Trustee" has the meaning set forth in Section 6.1(b)
hereof.

         "Affiliate" has the same meaning as given to that term in Rule 405
under the Securities Act of 1933, as amended, or any successor rule thereunder;
provided, however, that an Affiliate of the Sponsor shall not be deemed to
include the Trust.

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

         "Board of Directors" means the board of directors of the Company, or
the executive or any other committee of that board duly authorized to act in
respect thereof.

         "Book Entry Interest" means a beneficial interest in a Global
Certificate, ownership and transfers of which shall be maintained and made
through book entries by a Clearing Agency as set forth in Section 10.4 of this
Declaration.

         "Business Day" means any day other than a day on which banking
institutions in The City of New York are authorized or required by law or
executive order to close.

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

         "Certificate" means a Trust Common Security Certificate or a Trust
Preferred Security Certificate.

         "Change in 1940 Act Law" means, as a result of the occurrence on or
after the date of the original issuance of the Trust Preferred Securities of a
change in law or regulation or a change in interpretation or application of law
or regulation by any legislative body, court, governmental agency or regulatory
authority, the Trust is or will be considered an "investment company" which is
required to be registered under the 1940 Act.

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

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

         "Closing Date" means the first Time of Delivery (as defined in the
Underwriting Agreement), which date is also the date of execution and delivery
of this Declaration.

         "Closing Price" means, with respect to any shares of capital stock, on
any day the


<PAGE>   11



reported last sale price on such day or, in case no sale takes place on such
day, the average of the reported closing bid and asked prices in each on the
principal national securities exchange or quotation system on which such capital
stock is listed or admitted to trading or, if not listed or admitted to trading
on any national securities exchange or quotation system, the average of the
closing bid and asked prices of such capital stock in the over-the-counter
market on the day in question as reported by the National Quotation Bureau
Incorporated, or a similar generally accepted reporting service, or, if not so
available in such manner, as furnished by the NASD member firm selected from
time to time by the Board of Directors for that purpose or, if not so available
in such manner, as otherwise determined in good faith by the Board of Directors.

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

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

         "Common Security Holder of the Trust" means the Company in its capacity
as Holder of the Trust Common Securities.

         "Common Stock" includes any stock of any class of any Person which has
no preference in respect of dividends or amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding-up of such Person
and which is not subject to redemption by such Person.

         "Company" means American Classic Voyages Co., and any successor to such
entity by merger, consolidation or similar transaction.

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

         "Compounded Distributions" has the meaning set forth in Section 7.1(a).

         "Conversion Agent" has the meaning specified in Section 7.3.

         "Conversion Date" has the meaning specified in Section 7.3.

         "Conversion Expiration Date" means the close of business on the
Business Day prior to the maturity date of the Subordinated Debentures, or in
the case of Trust Preferred Securities called for redemption, the close of
business on the Business Day prior to the Debenture Redemption Date.

<PAGE>   12


         "Conversion Price" has the meaning specified in Section 7.3.

         "Corporate Trust Office" means the principal corporate trust office of
the Property Trustee in the Borough of Manhattan, the City of New York, which
office at the date hereof is located at ____________________.

         "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 Trust Securities.

         "Current Market Price," with respect to the Common Stock of the
Sponsor, means the average of last reported sale price, regular way, for the 10
Trading Days ending on the date of determination, or, if no sale takes place on
any such day, the average of the reported closing bid and asked prices on such
day(s), regular way, in either case as reported on the principal national
securities exchange or quotation system on which such Common Stock is listed or
admitted to trading, or, if not listed or admitted to trading or quoted on any
national securities exchange or quotation system, the average closing bid and
asked prices of such Common Stock in the over-the-counter market for the 10
Trading Days in question as reported by the National Quotation Bureau
Incorporated, or a similar generally accepted reporting service, or, if not so
available in such manner, as furnished by any member firm of the National
Association of Securities Dealers, Inc. selected from time to time by the Board
of Directors for that purpose or, if not so available in such manner, as
otherwise determined in good faith by the Board of Directors. As used herein,
the term "Trading Day" shall mean a day on which the principal national
securities exchange on which the Common Stock is listed or admitted to trading
is open for the transaction of business or, if the Common Stock is not listed or
admitted to trading on any national securities exchange, a Business Day.

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

         "Debenture Redemption Date" means, with respect to any Subordinated
Debentures to be redeemed under the Subordinated Indenture, the date fixed for
redemption under the Subordinated Indenture.

         "Declaration" means this Amended and Restated Declaration of Trust, as
the same may be modified, amended or supplemented in accordance with the
applicable provisions hereof, including all exhibits hereto, including, for all
purposes of this Declaration, any such modification, amendment or supplement,
and the provisions of the Trust Indenture Act that are deemed to be a part of
and govern this Declaration.

         "Definitive Trust Preferred Security Certificates" has the meaning set
forth in Section 10.4 of this Declaration.

         "Delaware Trustee" has the meaning set forth in Section 6.2 of this
Declaration.


<PAGE>   13


         "DGCL" means the General Corporation Law of the State of Delaware.

         "Distributions" has the meaning set forth in Section 7.1(a) of this
Declaration.

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

         "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
11.4(b) of this Declaration.

         "Fiscal Period" means a calendar quarter ending on March 31, June 30,
September 30 and December 31 of any Fiscal Year.

         "Fiscal Year" has the meaning set forth in Section 12.1 of this
Declaration.

         "Global Certificate" has the meaning set forth in Section 10.4 of this
Declaration.

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

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

         "Investment Company" means an investment company as defined in the 1940
Act.

         "Legal Action" has the meaning set forth in Section 3.6(h) of this
Declaration.

         "List of Holders" has the meaning set forth in Section 2.2(a) of this
Declaration.

         "Liquidation Amount" means an amount with respect to the assets of the
Trust equal to $50 per Trust Security.

         "Majority in Liquidation Amount of the Trust Securities" means, except
as provided in the terms of the Trust Preferred Securities or by the Trust
Indenture Act, Holder(s) of outstanding Trust Securities voting together as a
single class or, as the context may require, Holders of outstanding Trust
Preferred Securities or Holders of outstanding Trust Common Securities voting
separately as a class, who are the record owners of more than 50% of the
aggregate Liquidation Amount of all outstanding Trust Securities of the relevant
class.

         "Ministerial Action" means, a ministerial action (such as filing a form
or making an election or pursuing some other similar reasonable measure) which
in the sole judgment of the Company has or will cause no adverse effect on the
Trust, the Company or the holders of the

<PAGE>   14


Trust Securities and will involve no material cost.

         "Nasdaq" means the National Association of Securities Dealers Automated
Quotation System.

         "Notice of Conversion" means the notice given by a Holder of Trust
Securities to the Conversion Agent directing the Conversion Agent to exchange
such Trust Security for Subordinated Debentures and to convert such Subordinated
Debentures into Common Stock of the Company on behalf of such Holder. The form
of such notice is included in the Trust Common Securities Certificate and Trust
Preferred Securities Certificate or, with respect to Trust Securities evidenced
by Book-Entry Interests only, substantially in the form set forth in Exhibit C.

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

         "Officers' Certificate" means, with respect to any Person (who is not
an individual), a certificate signed by the Chairman of the Board, the
President, a Vice President or the Treasurer, and by an Assistant Treasurer, the
Secretary or an Assistant Secretary 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 officer signing the Officers' Certificate has
    read the covenant or condition and the definitions relating thereto;

         (b) a brief statement of the nature and scope of the examination or
    investigation undertaken by each officer in rendering the Officers'
    Certificate;

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

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

         "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Trust, the Property Trustee or the Sponsor, and who may be an
employee of any thereof, and who shall be acceptable to the Property Trustee.
Any Opinion of Counsel delivered with respect to compliance with a condition or
covenant provided for in this Declaration shall include:

         (a) a statement that each individual signing the Opinion of Counsel has
    read the covenant or condition and the definitions relating thereto;

         (b) a brief statement of the nature and scope of the examination or
    investigation undertaken by each individual in rendering the Opinion of
    Counsel;


<PAGE>   15


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

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

         "Optional Redemption Price" means, except as set forth below, with
respect to the Trust Preferred Securities, the following percentages of the
Liquidation Amounts thereof, and accumulated and unpaid Distributions, if any,
to the date fixed for redemption if redeemed during the 12-month period
commencing ________________, 2004 in each of the following years indicated:


<TABLE>
<CAPTION>
YEAR         REDEMPTION PRICE         YEAR                    REDEMPTION PRICE
-----        ----------------         ----                    ----------------
<S>          <C>                      <C>                     <C>
2004                %                 2008                           %
2005                %                 2009                           %
2006                %                 2010 and thereafter         100%
2007                %
</TABLE>


         In the event of a redemption of Trust Securities upon the occurrence or
continuance of a Trust Tax Event, Trust Securities shall be redeemed at the
Optional Redemption Price of $50 per Trust Security and all accumulated and
unpaid Distributions, if any, to the date fixed for redemption.

         In the event of a redemption of Trust Securities pursuant to Section
7.2(a), Trust Securities shall be redeemed as the redemption price specified
therein.

         "Over-Allotment Option" means the option granted by the Trust to the
several underwriters to purchase up to _______ additional Trust Preferred
Securities solely to cover over-allotments pursuant to the Underwriting
Agreement.

         "Payment Amount" has the meaning set forth in Section 7.1(a) of this
Declaration.

         "Paying Agent" has the meaning set forth in Section 3.8(g) of this
Declaration.

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

         "Property Account" has the meaning set forth in Section 3.8(c) of this
Declaration.

         "Property Trustee" means the Trustee meeting the eligibility
requirements set forth


<PAGE>   16



in Section 6.3 of this Declaration.

         "Pro Rata" means, in reference to any distributions on or redemptions
of Trust Securities or the distribution of Subordinated Debentures or any other
payment with respect to Trust Securities in connection with a Trust Special
Event or liquidation of the Trust, pro rata to each Holder of Trust Securities
according to the aggregate Liquidation Amount of the Trust Securities held by
the relevant Holder in relation to the aggregate Liquidation Amount of all Trust
Securities outstanding. In any proration in connection with a redemption, the
Property Trustee may make such adjustments as may be appropriate in order that
only Trust Securities in authorized denominations shall be redeemed.

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

         "Redemption Date" means with respect to any Trust Security to be
redeemed, each Debenture Redemption Date.

         "Redemption Price" means, with respect to any Trust Security, $50 per
Trust Security, plus accumulated and unpaid Distributions (including any
Additional Sums and unpaid Additional Amounts) to the date of redemption.

         "Related Party" means, with respect to the Sponsor, any direct or
indirect wholly owned subsidiary of the Sponsor or any Person that owns,
directly or indirectly, 10% of the outstanding voting securities of the Sponsor.

         "Responsible Officer" means, with respect to the Property Trustee, the
chairman or vice-chairman of the board of directors, the chairman or
vice-chairman of the executive committee of the board of directors, the
president, any vice president (whether or not designated by a number or a word
or words added before or after the title "vice president"), the secretary, any
assistant secretary, the treasurer, any assistant treasurer, the cashier, any
assistant cashier, any senior trust officer, any trust officer or assistant
trust officer, or any other officer of the Trust Preferred Guarantee Trustee
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.

         "Rule 3a-5" means Rule 3a-5 under the 1940 Act.

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

         "Sponsor" means the Company or any successor entity in a merger,
consolidation or amalgamation, in its capacity as sponsor of the Trust.

         "Subordinated Debenture Trustee" means the "Trustee," as defined in the


<PAGE>   17


Subordinated Indenture, initially The Bank of New York.

         "Subordinated Debentures" means up to $__________ aggregate principal
amount ($ aggregate principal amount if the Over-Allotment Option is exercised
in full) of the Sponsor's _____% Subordinated Convertible Debentures due
__________, 2030 issued or to be issued pursuant to the Subordinated Indenture.

         "Subordinated Indenture" means the Subordinated Indenture, dated as of
__________, 2000, between the Sponsor and the Subordinated Debenture Trustee, as
trustee, as amended or supplemented from time to time.

         "Successor Common Securities" has the meaning set forth in Section
3.15(b)(vii) of this Declaration.

         "Successor Delaware Trustee" has the meaning set forth in Section
6.7(b) of this Declaration.

         "Successor Entity" has the meaning set forth in Section 3.15 of this
Declaration.

         "Successor Property Trustee" has the meaning set forth in Section
6.7(b) of this Declaration.

         "Successor Trust Securities" has the meaning set forth in Section 3.15
of this Declaration.

         "Super Majority" has the meaning set forth in Section 2.6(a)(ii) of
this Declaration.

         "Tax Action" means (a) an amendment to, change in or announced proposed
change in the laws (or any regulations thereunder) of the United States or any
political subdivision or taxing authority thereof or therein, (b) a judicial
decision interpreting, applying or clarifying such laws or regulations, (c) an
administrative pronouncement or action that represents an official position
(including a clarification of an official position) of the governmental
authority or regulatory body making such administrative pronouncement or taking
such action, or (d) a threatened challenge asserted in connection with an audit
of the Company or any of its subsidiaries, or the Trust, or a threatened
challenge asserted in writing against any other taxpayer that has raised capital
through the issuance of securities that are substantially similar to the
Subordinated Debentures, or the Trust Preferred Securities, which amendment or
change is adopted or which decision, pronouncement or proposed change is
announced or which action, clarification or challenge occurs on or after the
date of the original issuance of the Trust Preferred Securities.

         "10% in Liquidation Amount of the Trust Securities" means, except as
provided in the terms of the Trust Preferred Securities or by the Trust
Indenture Act, Holder(s) of outstanding Trust Securities voting together as a
single class or, as the context may require, Holders of outstanding Trust
Preferred Securities or Holders of outstanding Trust Common



<PAGE>   18



Securities voting separately as a class, who are the record owners of 10% or
more of the aggregate Liquidation Amount of all outstanding Trust Securities of
the relevant class.

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

         "Trust Common Security" has the meaning set forth in Section 8.1 of
this Declaration.

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

         "Trust Common Securities Guarantee" means the Trust Convertible Common
Securities Guarantee Agreement dated as of __________, 2000, entered into by the
Company, as Guarantor, for the benefit of the holders of the Trust Common
Securities.

         "Trust Dissolution Tax Opinion" means an opinion of nationally
recognized independent tax counsel experienced in such matters to the effect
that there has been a Trust Tax Event.

         "Trust Enforcement Event" means the occurrence, at any time, of a
Debenture Event of Default.

         "Trust Guarantees" means the Trust Common Securities Guarantee and the
Trust Preferred Securities Guarantee, collectively.

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

         "Trust Investment Company Event" means that the Company shall have
requested and received and shall have delivered to the Property Trustee an
Opinion of Counsel from a firm having a national tax and securities practice and
that is experienced in 1940 Act matters (which Opinion of Counsel shall not have
been rescinded by such law firm) to the effect that as a result of a Change in
1940 Act Law, there is more than an insubstantial risk that the Trust is or,
within 90 days after such date, will be considered an "investment company" which
is required to be registered under the 1940 Act.

         "Trust Liquidation" has the meaning set forth in Section 9.2(a) of this
Declaration.

         "Trust Liquidation Distribution" has the meaning set forth in Section
9.2(a) of this Declaration.

         "Trust Preferred Guarantee Trustee" means the trustee under the Trust
Preferred


<PAGE>   19


Securities Guarantee.

         "Trust Preferred Securities Guarantee" means the Trust Convertible
Preferred Securities Guarantee Agreement dated as of __________, 2000, entered
into by the Company, as Guarantor, and the Trust Preferred Guarantee Trustee, as
trustee, for the benefit of the holders of the Trust Preferred Securities.

         "Trust Preferred Security" has the meaning set forth in Section 8.1(a)
of this Declaration.

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

         "Trust Preferred Security Certificate" means a certificate representing
a Trust Preferred Security substantially in the form of Exhibit A-1.

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

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

         "Trust Tax Event" means that the Company shall have requested and
received and shall have delivered to the Property Trustee an Opinion of Counsel
from a firm having a national tax and securities practice (which Opinion of
Counsel shall not have been rescinded by such law firm) that there has been a
Tax Action which relates to any of the items described in (i) through (iii)
below, and that there is more than an insubstantial risk that (i) the Trust is
or, within 90 days after such date, will be subject to United States federal
income tax with respect to income accrued or received on the Subordinated
Debentures, (ii) the Trust is or, within 90 days after such date, will be
subject to more than a de minimis amount of other taxes, duties, assessments or
other governmental charges or (iii) interest payable by the Company on the
Subordinated Debentures is not or, within 90 days after such date, will not be
deductible by the Company for United States federal income tax purposes.

         "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.

         "Underwriting Agreement" means that certain Underwriting Agreement,
dated as of __________, 2000, among the Company, the Trust, and the several
underwriters named therein.

<PAGE>   20

                                   ARTICLE II

                               TRUST INDENTURE ACT

         SECTION 2.1 Trust Indenture Act; Application.

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

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

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

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

         SECTION 2.2 Lists of Holders of Trust Securities.

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

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


<PAGE>   21


         SECTION 2.3 Reports by the Property Trustee.

         Within 60 days after May 15 of each year commencing [May 15, 2000], the
Property Trustee shall provide to the Holders of the Trust Preferred Securities
such reports as are required by Section 313(a) of the Trust Indenture Act, if
any, in the form and in the manner provided by Section 313 of the Trust
Indenture Act. The Property Trustee shall also comply with the requirements of
Section 313 of the Trust Indenture Act. The Sponsor shall promptly notify the
Property Trustee when the Trust Securities are listed for trading on any stock
exchange.

         SECTION 2.4 Periodic Reports to Property Trustee.

         Each of the Sponsor and the Administrative Trustees on behalf of the
Trust shall provide to the Property Trustee such documents, reports and
information as are required by Section 314 of the Trust Indenture Act (if any)
and the compliance certificate required by Section 314 of the Trust Indenture
Act in the form, in the manner and at the times required by Section 314 of the
Trust Indenture Act. Compliance certificates required by Section 314(a)(4) of
the Trust Indenture Act shall be delivered to the Property Trustee annually on
or before 120 days after the end of each fiscal year of the Sponsor.

         SECTION 2.5 Evidence of Compliance with Conditions Precedent.

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

         SECTION 2.6 Trust Enforcement Events; Waiver.

         (a)   The Holders of a Majority in Liquidation Amount of Trust
     Preferred Securities may, by vote, on behalf of the Holders of all of the
     Trust Preferred Securities, waive any past Trust Enforcement Event in
     respect of the Trust Preferred Securities and its consequences, provided,
     that if the underlying default or event of default:

               (i)   is not waivable under the Subordinated Indenture, the Trust
         Enforcement Event under this Declaration shall also not be waivable; or

               (ii)  requires the consent or vote of the holders of greater than
         a majority (a "Super Majority") in aggregate principal amount of the
         Subordinated Debentures to be waived under the Subordinated Indenture,
         then, the Trust Enforcement Event under this Declaration may only be
         waived by the vote of the Holders of at least the relevant Super
         Majority in Liquidation Amount of the Trust Preferred Securities.

         The foregoing provisions of this Section 2.6(a) shall be in lieu of
Section 316(a)(1)(B) of the Trust Indenture Act and such Section


<PAGE>   22


316(a)(1)(B) of the Trust Indenture Act is hereby expressly excluded from this
Declaration and the Trust Securities, as permitted by the Trust Indenture Act.
Upon such waiver, any such default shall cease to exist, and any Trust
Enforcement Event with respect to the Trust 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 Trust Enforcement Event with respect to the Trust Preferred Securities or
impair any right consequent thereon. Any waiver by the Holders of the Trust
Preferred Securities of Trust Enforcement Events with respect to the Trust
Preferred Securities shall also be deemed to constitute a waiver by the Holders
of the Trust Common Securities of any such Trust Enforcement Event with respect
to the Trust Common Securities for all purposes of this Declaration without any
further act, vote, or consent of the Holders of the Trust Common Securities.

         (b) The Holders of a Majority in Liquidation Amount of the Trust Common
     Securities may, by vote, on behalf of the Holders of all of the Trust
     Common Securities, waive any past Trust Enforcement Event with respect to
     the Trust Common Securities and its consequences, provided, that if the
     underlying default or event of default:

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

               (ii)  requires the consent or vote of the holders of a Super
         Majority in aggregate principal amount of Subordinated Debentures to be
         waived, except where the Holders of the Trust Common Securities are
         deemed to have waived such Trust Enforcement Event under the
         Declaration as provided below in this Section 2.6(b), then, the Trust
         Enforcement Event under this Declaration may only be waived by the vote
         of the Holders of at least the relevant Super Majority in Liquidation
         Amount of the Trust Common Securities;

provided, further, that each Holder of Trust Common Securities will be deemed to
have waived any such Trust Enforcement Event and all Trust Enforcement Events
with respect to the Trust Common Securities and its consequences if all Trust
Enforcement Events with respect to the Trust Preferred Securities have been
cured, waived or otherwise eliminated, and until such Trust Enforcement Events
have been so cured, waived or otherwise eliminated, the Property Trustee will be
deemed to be acting solely on behalf of the Holders of the Trust Preferred
Securities and only the Holders of the Trust Preferred Securities will have the
right to direct the Property Trustee in accordance with the terms of the Trust
Securities. The foregoing provisions of this Section 2.6(b) shall be in lieu of
Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act and such
Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act are hereby
expressly excluded from this Declaration and the Trust Securities, as permitted
by the Trust Indenture Act. Subject to the foregoing provisions of this Section
2.6(b), upon such waiver, any such default shall cease to exist and any Trust
Enforcement Event with respect to the Trust Common Securities arising therefrom
shall be deemed to have been cured for every purpose of


<PAGE>   23



this Declaration, but no such waiver shall extend to any subsequent or other
default or Trust Enforcement Event with respect to the Trust Common Securities
or impair any right consequent thereon.

         SECTION 2.7 Trust Enforcement Event; Notice.

         The Property Trustee shall, within 90 days after the occurrence of a
Trust Enforcement Event, transmit by mail, first class postage prepaid, to the
Holders of the Trust Securities, notices of all defaults with respect to the
Trust Securities actually known to a Responsible Officer of the Property Trustee
in its Corporate Trust Office, unless such defaults have been cured before the
giving of such notice (the term "defaults" for the purposes of this Section 2.7
being hereby defined to be Events of Default as defined in the Subordinated
Indenture, not including any periods of grace provided for therein and
irrespective of the giving of any notice provided therein); provided, that
except for a default in the payment of principal of (or premium, if any) or
interest (including Additional Sums and Additional Amounts, if any) on any of
the Subordinated Debentures or in the payment of any sinking fund installment
established for the Subordinated Debentures, the Property Trustee shall be fully
protected in withholding such notice if and so long as a Responsible Officer of
the Property Trustee in good faith determines that the withholding of such
notice is in the interests of the Holders of the Trust Securities.


                                   ARTICLE III

                                  ORGANIZATION

         SECTION 3.1 Name.

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

         SECTION 3.2 Office.

         The address of the principal office of the Trust is c/o American
Classic Voyages Co., Two North Riverside Plaza, Chicago, Illinois 60606. On 10
Business Days prior written notice to the Holders of Trust Securities and the
other Trustees, the Administrative Trustees may designate another principal
office.

         SECTION 3.3 Purpose.

         The exclusive purposes and functions of the Trust are (a) to issue the
Trust Securities, (b) to invest the proceeds from such sale of the Trust
Securities to acquire the Subordinated Debentures, and (c) except as otherwise
limited herein, to engage in only those other activities necessary or incidental
thereto. The Trust shall not borrow money, issue debt or


<PAGE>   24



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

         SECTION 3.5 Title to Property of the Trust.

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

         SECTION 3.6 Powers and Duties of the Administrative Trustees.

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

         (a) to issue and sell the Trust Preferred Securities and the Trust
    Common Securities in accordance with this Declaration; provided, however,
    that the Trust may issue no more than one series of Trust Preferred
    Securities and no more than one series of Trust Common Securities, and,
    provided, further, that there shall be no interests in the Trust other than
    the Trust Securities, and the issuance of Trust Securities shall be limited
    to the Trust Preferred Securities and Trust Common Securities issued on the
    Closing Date and the Option Closing Date (as such term is defined in the
    Underwriting Agreement), and all Trust Securities issued by the Trust shall
    be deemed to have been issued as of the Closing Date;

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



<PAGE>   25



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

               (ii) execute and file an application, prepared by the Sponsor,
         to the Nasdaq National Market System or other national stock exchange
         for listing upon notice of issuance of any Trust Preferred Securities;

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

         (d) to give the Sponsor and the Property Trustee prompt written notice
    of the occurrence of a Trust Special Event; provided, that the
    Administrative Trustees shall consult with the Sponsor before taking or
    refraining from taking any Ministerial Action in relation to a Trust Special
    Event;

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

         (f) to give prompt written notice to the Holders of the Trust
    Securities of any notice received from the Company of the Company's election
    not to make a current, quarterly payment on the Subordinated Debentures;

         (g) to take all actions and perform such duties as may be required of
    the

<PAGE>   26


    Administrative Trustees pursuant to the terms of the Trust Securities;

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

         (i) 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;

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

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

         (l) to incur expenses that are necessary or incidental to carry out any
    of the purposes of the Trust and to appoint a Paying Agent or Paying Agents
    to serve in accordance with this Declaration;

         (m) to act as, or appoint another Person to act as, registrar and
    transfer agent for the Trust Securities;

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

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

         (p) to take any action, or to take no action, not inconsistent with
    this Declaration or with applicable law, that the Administrative Trustees
    determine in their discretion to be necessary or desirable in carrying out
    the activities of the Trust as set out in this Section 3.6, including, but
    not limited to:

               (i)   causing the Trust not to be deemed to be an Investment
         Company required to be registered under the 1940 Act;

               (ii)  cooperating with the Sponsor to ensure that the
         Subordinated

<PAGE>   27


         Debentures will be treated as indebtedness of the Sponsor for United
         States federal income tax purposes; and

               (iii) taking no action which would be reasonably likely to cause
         the Trust to be classified as an association or a publicly traded
         partnership taxable as a corporation for United States federal income
         tax purposes; provided, that such action does not adversely affect the
         rights, preferences or privileges of the Holders; and

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

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

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

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

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

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

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

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

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

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

               (iv)  make any loans or incur any indebtedness or acquire any
         securities other than the Subordinated Debentures;

               (v)   possess any power or otherwise act in such a way as to vary
         the


<PAGE>   28


         Trust assets or the terms of the Trust 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 Trust
         Securities;

               (vii) other than as set forth herein, consent to any amendment,
         modification or termination of the Subordinated Indenture or the
         Subordinated Debentures where such consent shall be required; and

               (viii) other than in connection with the liquidation of the Trust
         pursuant to a Trust Special Event or upon conversion or redemption of
         all the Trust Securities, file a certificate of cancellation of the
         Trust.

         SECTION 3.8 Powers and Duties of the Property Trustee.

         (a) The legal title to the Subordinated Debentures shall be owned by
    and held of record in the name of the Property Trustee in trust for the
    benefit of the Holders of the Trust Securities. The right, title and
    interest of the Property Trustee to the Subordinated Debentures shall vest
    automatically in each Person who may hereafter be appointed as Property
    Trustee in accordance with Section 6.7. To the fullest extent permitted by
    law, such vesting and cessation of title shall be effective whether or not
    conveyancing documents with regard to the Subordinated Debentures have
    been executed and delivered.

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

         (c) The Property Trustee shall:

               (i)   establish and maintain a segregated non-interest bearing
         trust account (the "Property Account") in the name of and under the
         exclusive control of the Property Trustee on behalf of the Holders of
         the Trust Securities and, upon the receipt of payments of funds made in
         respect of the Subordinated Debentures held by the Property Trustee or
         the Trust Guarantees, deposit such funds into the Property Account and
         make payments to the Holders of the Trust Preferred Securities and
         Holders of the Trust Common Securities from the Property Account in
         accordance with Section 7.1. Funds in the Property Account shall be
         held uninvested until disbursed in accordance with this Declaration.
         The Property Account shall be an account that is maintained with a
         banking institution (including the Property Trustee if it qualifies
         hereunder) authorized to exercise corporate trust powers and having a
         combined capital and surplus of at least $50,000,000 and subject to
         supervision or examination by Federal or state authority; and

               (ii)  upon written notice of distribution issued by the
         Administrative Trustees in accordance with the terms of the Trust
         Securities, engage in such ministerial activities as shall be necessary
         or appropriate to effect the distribution


<PAGE>   29


         of the Subordinated Debentures to Holders of Trust Securities upon the
         occurrence of a Trust Special Event.

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

         (e) The Property Trustee may take any Legal Action which arises out of
    or in connection with a Trust Enforcement Event of which a Responsible
    Officer of the Property Trustee in its Corporate Trust Office has actual
    knowledge or the Property Trustee's duties and obligations under this
    Declaration or the Trust Indenture Act.

         (f) The Property Trustee shall have the legal power to exercise all of
    the rights, powers and privileges of a Holder of Trust Preferred Securities
    and, if a Trust Enforcement Event occurs and is continuing, the Property
    Trustee may, for the benefit of Holders of the Trust Preferred Securities,
    enforce its rights as Holder of the Trust Preferred Securities subject to
    the rights of the Holders pursuant to the terms of such Trust Preferred
    Securities.

         (g) The Property Trustee may authorize one or more Persons (each, a
    "Paying Agent") to pay Distributions, redemption payments or liquidation
    payments on behalf of the Trust with respect to all Trust Securities and any
    such Paying Agent shall comply with Section 317(b) of the Trust Indenture
    Act. Any Paying Agent may be removed by the Property Trustee at any time and
    a successor Paying Agent or additional Paying Agents may be appointed at any
    time by the Property Trustee.

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

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

               (ii)  a Successor Property Trustee has been appointed and has
         accepted that appointment in accordance with Section 6.7.

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

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

         SECTION 3.9 Certain Duties and Responsibilities of the Property
Trustee.


<PAGE>   30


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

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

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

                     (A)  the duties and obligations of the Property Trustee
               shall be determined solely by the express provisions of this
               Declaration and the Property 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 Property Trustee; and

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

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

               (iii) subject to the requirement of the Property Trustee
         receiving a tax opinion as set forth in Section 8.2(d) or 8.3(c), as
         the case may be, the Property Trustee shall not be liable with respect
         to any action taken or omitted to be taken by it in good faith in
         accordance with the direction of the Holders of not less than a



<PAGE>   31


         Majority in Liquidation Amount of the Trust Securities relating to the
         time, method and place of conducting any proceeding for any remedy
         available to the Property Trustee, or exercising any trust or power
         conferred upon the Property Trustee under this Declaration;

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

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

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

               (vii) money held by the Property Trustee need not be segregated
         from other funds held by it except in relation to the Property Account
         maintained by the Property Trustee pursuant to Section 3.8(c)(i) and
         except to the extent otherwise required by law; and

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

         SECTION 3.10 Certain Rights of the Property Trustee.

         (a) Subject to the provisions of Section 3.9:

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



<PAGE>   32


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

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

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

               (v)   the Property Trustee may consult with counsel or other
         experts 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;
         such counsel may be counsel to the Sponsor or any of its Affiliates,
         and may include any of its employees. The Property Trustee shall have
         the right at any time to seek instructions concerning the
         administration of this Declaration from any court of competent
         jurisdiction;

               (vi)  the Property Trustee shall be under no obligation to
         exercise any of the rights or powers vested in it by this Declaration
         at the request or direction of any Holder, unless (a) such Holder shall
         have provided to the Property Trustee security and indemnity,
         reasonably satisfactory to the Property Trustee, against the costs,
         expenses (including attorneys' fees and expenses and the expenses of
         the Property Trustee's agents, nominees or custodians) and liabilities
         that might be incurred by it in complying with such request or
         direction, including such reasonable advances as may be requested by
         the Property Trustee and (b) the Property Trustee has obtained the
         legal opinions, if any, required by Section 8.2(d) or 8.3(c), as the
         case may be, of this Declaration; provided, that nothing contained in
         this Section 3.10(a)(vi) shall be taken to relieve the Property
         Trustee, upon the occurrence of a Trust Enforcement Event, of its
         obligation to exercise the rights and powers vested in it by this
         Declaration;

               (vii) the Property Trustee shall not be bound to make any
         investigation into the facts or matters stated in any resolution,
         certificate, statement, instrument, opinion, report, notice, request,
         direction, consent, order, bond, debenture, note, other evidence of
         indebtedness or other paper or document, but the Property


<PAGE>   33


         Trustee, in its discretion, may make such further inquiry or
         investigation into such facts or matters as it may see fit;

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

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

               (x)   whenever in the administration of this Declaration the
         Property Trustee shall deem it desirable to receive instructions with
         respect to enforcing any remedy or right or taking any other action
         hereunder, the Property Trustee (i) may request instructions from the
         Holders of the Trust Securities which instructions may only be given by
         the Holders of the same proportion in Liquidation Amount of the Trust
         Securities as would be entitled to direct the Property Trustee under
         the terms of the Trust Securities in respect of such remedy, right or
         action, (ii) may refrain from enforcing such remedy or right or taking
         such other action until such instructions are received, and (iii) shall
         be fully protected in conclusively relying on or acting in or in
         accordance with such instructions; provided, however, that the Property
         Trustee shall not be required to take any action unless it shall have
         obtained such legal opinions, if any, required by Sections 8.2(d) or
         8.3(c), as the case may be, of this Declaration;

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

               (xii) if no Trust Enforcement Event has occurred and is
         continuing and if (i) in performing its duties under this Declaration
         the Property Trustee is required to decide between alternative courses
         of action or (ii) in construing any of the provisions in this
         Declaration the Property Trustee finds the same ambiguous or
         inconsistent with any other provisions contained herein or (iii) the
         Property Trustee is unsure of the application of any provision of this
         Declaration, then, except as to any matter as to which the Holders of
         Trust Preferred Securities are entitled to vote under the terms of this
         Declaration, the Property Trustee shall deliver a notice to the Sponsor
         requesting written instructions of the Sponsor as to the course of
         action to be taken and the Property Trustee shall take such action, or
         refrain from taking such action, as the Property Trustee shall be
         instructed in

<PAGE>   34



         writing to take, or to refrain from taking, by the Sponsor; provided,
         however, that if the Property Trustee does not receive such
         instructions of the Sponsor within 10 Business Days after it has
         delivered such notice, or such reasonably shorter period of time set
         forth in such notice (which to the extent practicable shall not be less
         than two Business Days), it may, but shall be under no duty to, take or
         refrain from taking such action not inconsistent with this Declaration
         as it shall deem advisable and in the best interests of the Holders, in
         which event the Property Trustee shall have no liability except for its
         own bad faith, negligence or willful misconduct.

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

         SECTION 3.11 Delaware Trustee.

         Notwithstanding any provision of this Declaration other than Section
6.2, 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
Administrative Trustees, the Property Trustee or the Sponsor described in this
Declaration. Except as set forth in Section 6.2, the Delaware Trustee shall be a
Trustee for the sole and limited purpose of fulfilling the requirements of
Section 3807 of the Business Trust Act.


         SECTION 3.12 Execution of Documents.

         Unless otherwise determined by the Administrative Trustees, and except
as otherwise required by the Business Trust Act, any Administrative Trustee is
authorized to execute on behalf of the Trust any documents that the
Administrative Trustees have the power and authority to cause the Trust to
execute pursuant to Section 3.6.

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

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


<PAGE>   35


         SECTION 3.14 Duration of Trust.

         The Trust, unless terminated pursuant to the provisions of Article IX
hereof, shall have perpetual existence.

         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
    substantially as an entirety to any Person, except as described in Sections
    3.15(b) and (c).

         (b) The Trust may, with the consent of the Administrative Trustees or,
    if there are more than two, a majority of the Administrative Trustees and
    without the consent of the Holders of the Trust Securities, the Delaware
    Trustee or the Property Trustee, 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 a trust organized
    as such under the laws of any State of the United States; provided, that:

               (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 Trust Securities; or

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

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

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

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


<PAGE>   36


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

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

               (vii) the Company owns all of the securities of the Successor
         Entity having substantially the same terms as the Trust Common
         Securities (the "Successor Common Securities") and guarantees the
         obligations of such Successor Entity under the Successor Trust
         Securities and the Successor Common Securities at least to the extent
         provided by the Trust Guarantees; and

               (viii) prior to such merger, consolidation, amalgamation,
         replacement, conveyance, transfer or lease, the Sponsor 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, replacement,
               conveyance, transfer or lease will not adversely affect the
               rights, preferences and privileges of the Holders of the Trust
               Preferred Securities (including any Successor Trust Securities)
               in any material respect (other than with respect to any dilution
               of the Holders' interest in the new entity);

                     (B)  following such merger, consolidation, amalgamation,
               replacement, conveyance, transfer or lease, neither the Trust nor
               the Successor Entity will be required to register as an
               Investment Company under the 1940 Act; and

                     (C)  following such merger, consolidation, amalgamation or
               replacement, the Trust (or the Successor Entity) will not be
               taxable as a corporation for United States federal income tax
               purposes.

         (c) Notwithstanding Section 3.15(b), the Trust shall not, except with
    the consent of Holders of 100% in Liquidation Amount of the Trust Preferred
    Securities, consolidate, amalgamate, merge with or into, or be replaced by
    or convey, transfer or lease its assets substantially as an entirety to any
    other entity or permit any other entity to consolidate, amalgamate, merge
    with or into, or replace it if such consolidation, amalgamation, merger,
    replacement, conveyance, transfer or lease would cause the Trust or
    Successor Entity to be taxable as a corporation for United States federal
    income tax purposes.

         SECTION 3.16 Compensation.
<PAGE>   37

         (a) The Sponsor agrees:

               (i)   to pay each of the Trustees from time to time such
         compensation for all services rendered by such Trustee hereunder as the
         Sponsor and such Trustee may agree upon from time to time (which
         compensation shall not be limited by any provision of law in regard to
         the compensation of a trustee of an express trust). To the fullest
         extent possible the parties intend that Section 3561 of Title 12 of the
         Delaware Code shall not apply to the Trust and that compensation paid
         pursuant to this Section 3.16(a) not be subject to review by any court
         under Section 3560 of Title 12 of the Delaware Code;

               (ii)  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 its agents and counsel), except
         any such expenses, disbursement or advance as may be attributable to
         its negligence or bad faith; and

         (b) Each of the Trustees hereby agrees that it shall not claim any lien
    or charge on any trust property as a result of any amount due pursuant to
    this Section 3.16. The provisions of this Section 3.16 shall survive the
    dissolution of the Trust and the termination of this Declaration and the
    removal or resignation of any Trustee.


                                   ARTICLE IV

                                     SPONSOR

         SECTION 4.1 Responsibilities of the Sponsor.

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

         (a) to prepare, execute and file on behalf of the Trust with the
    Commission a registration statement on Form S-3 in relation to the Trust
    Preferred Securities, including any amendments or supplements thereto
    pertaining to the Trust Preferred Securities and take such actions, or
    cause the Property Trustee to take such actions, as may be necessary or
    appropriate to qualify this Declaration under the Trust Indenture Act;

         (b) to determine the States in which to take appropriate action to
    qualify or register for sale all or part of the Trust 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 States;


<PAGE>   38


         (c) to prepare for filing by the Trust an application to the Nasdaq
    National Market System or any other national stock exchange for listing upon
    notice of issuance of any Trust Preferred Securities and, if required, the
    Trust Preferred Securities Guarantee;

         (d) to prepare, execute and file on behalf of the Trust with the
    Commission a registration statement, including any amendments thereto,
    relating to the registration of the Trust Preferred Securities and the Trust
    Preferred Securities Guarantee under Section 12(b) of the Exchange Act, and
    to prepare and file all periodic and other reports and documents required in
    connection therewith; and

         (e) to negotiate the terms of, and execute and deliver, an
    underwriting agreement and any pricing agreement providing for the sale of
    the Trust Preferred Securities.

         SECTION 4.2 Indemnification and Expenses of the Trustee.

         To the fullest extent permitted by law, the Sponsor agrees to indemnify
the Property Trustee and the Delaware Trustee for, and to hold each of them
harmless against, any loss, liability or expense incurred without negligence or
bad faith on the part of the Property Trustee or the Delaware Trustee, as the
case may be, arising out of or in connection with the acceptance or
administration of the trust hereunder, including the costs and expenses of
defending either of them against any claim or liability in connection with the
exercise or performance of any of their respective powers or duties hereunder.
The provisions of this Section 4.2 shall survive the resignation or removal of
the Delaware Trustee or the Property Trustee or the termination of this
Declaration.


                                    ARTICLE V

                             TRUST COMMON SECURITIES
                                     HOLDER

         SECTION 5.1 Company's Purchase of Trust Common Securities.

         On the Closing Date the Company will purchase the Trust Common
Securities authorized for issuance by the Trust, for an amount at least equal to
3% of the capital of the Trust (as determined as of the Closing Date),
concurrently with the issuance of Trust Preferred Securities on the Closing
Date. Upon the exercise of the Over-Allotment Option (if the closing of same
occurs other than on the Closing Date), the Company shall purchase such
additional number of Trust Common Securities at $50 per Trust Common Security so
that the aggregate Liquidation Amount of the additional Trust Common Securities
so issued equals 3% of the aggregate Liquidation Amount of the additional Trust
Preferred Securities issued at such Option Closing Date. All Trust Common
Securities issued by the Trust shall be deemed to have been issued as of the
Closing Date.

         SECTION 5.2 Covenants of the Trust Common Securities Holder.

         For so long as the Trust Preferred Securities remain outstanding, the
Company will


<PAGE>   39


covenant (i) to maintain directly 100 percent ownership of the Trust Common
Securities, (ii) to cause the Trust to remain a statutory business trust and not
to voluntarily dissolve, wind up, liquidate, or be terminated, except as
permitted by this Declaration, (iii) to use its commercially reasonable efforts
to ensure that the Trust will not be an Investment Company, and (iv) to take no
action which would be reasonably likely to cause the Trust to be taxable as a
corporation for United States federal income tax purposes.


                                   ARTICLE VI

                                    TRUSTEES

         SECTION 6.1 Number of Trustees.

         The number of Trustees initially shall be five (5), and:

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

         (b) after the issuance of any Trust Securities, the number of Trustees
    may be increased or decreased by vote of the Holders of a Majority in
    Liquidation Amount of the Trust Common Securities voting as a class at a
    meeting of the Holders of the Trust Common Securities; provided, however,
    that the number of Trustees shall in no event be less than three (3);
    provided, further, that (1) if required by the Business Trust Act, one
    Trustee is the Delaware Trustee; (2) there shall be at least one Trustee who
    is an employee or officer of, or is affiliated with, the Company (each, an
    "Administrative Trustee"); and (3) one Trustee shall be the Property Trustee
    for so long as this Declaration is required to qualify as an indenture under
    the Trust Indenture Act, and such Property Trustee may also serve as
    Delaware Trustee if it meets the applicable requirements.

         SECTION 6.2 Delaware Trustee.

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

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

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

         SECTION 6.3 Property Trustee; Eligibility.


<PAGE>   40


         (a) There shall at all times be one Trustee (the "Property Trustee")
    which shall act as Property 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 Person permitted by
         the Commission to act as an institutional trustee under the Trust
         Indenture Act, authorized under such laws to exercise corporate trust
         powers, having a combined capital and surplus of at least 50 million
         U.S. dollars ($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 supervising or examining
         authority referred to above, then for the purposes of this Section
         6.3(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 Property Trustee shall cease to be eligible to
    so act under Section 6.3(a), the Property Trustee shall immediately resign
    in the manner and with the effect set forth in Section 6.7(c).

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

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

         (e) The initial Property Trustee shall be:

             The Bank of New York.

         SECTION 6.4 Qualifications of Administrative Trustees and Delaware
Trustee Generally.

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



<PAGE>   41
         SECTION 6.5 Administrative Trustees.

         The initial Administrative Trustees shall be:

                        Philip C. Calian
                        Jordan B. Allen
                        Randall L. Talcott

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

         SECTION 6.6 Delaware Trustee.

         The initial Delaware Trustee shall be:

         The Bank of New York (Delaware)

         SECTION 6.7 Appointment, Removal and Resignation of Trustees.

         (a) Subject to Section 6.7(b), Trustees may be appointed or removed
    without cause at any time:

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

               (ii)  after the issuance of any Trust Securities, by vote of the
         Holders of a Majority in Liquidation Amount of the Trust Common
         Securities voting as a class, provided, however, that if a Trust
         Enforcement Event shall have occurred and be continuing the Property
         Trustee may be removed and a successor thereto appointed only by the
         Holders of a Majority in Liquidation Amount of the Trust Preferred
         Securities.

               (b)   (i)  the Trustee that acts as Property Trustee shall not
         be removed in accordance with Section 6.7(a) until a successor Trustee
         possessing the qualifications to act as Property Trustee under Section
         6.3 (a "Successor Property Trustee") has been appointed and has
         accepted such appointment by written instrument executed by such
         Successor Property Trustee and delivered to the Administrative Trustees
         and the Sponsor; and

               (ii)  the Trustee that acts as Delaware Trustee shall not be
         removed in accordance with Section 6.7(a) until a successor Trustee
         possessing the qualifications to act as Delaware Trustee under Sections
         6.2 and 6.4 (a "Successor Delaware Trustee") has been appointed and has
         accepted such appointment by written instrument executed by such
         Successor Delaware Trustee and delivered to the Administrative Trustees
         and the Sponsor.


<PAGE>   42


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

               (i)   No such resignation of the Trustee that acts as the
         Property Trustee shall be effective:

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

                     (B)  until the assets of the Trust have been completely
               liquidated and the proceeds thereof distributed to the Holders of
               the Trust 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 Trust Common Securities shall use their best
    efforts to promptly appoint a Successor Delaware Trustee or Successor
    Property Trustee, as the case may be, if the Property Trustee or the
    Delaware Trustee delivers an instrument of resignation in accordance with
    this Section 6.7; provided, however, that if a Trust Enforcement Event shall
    have occurred and be continuing a successor Property Trustee may be
    appointed only by the Holders of a Majority in Liquidation Amount of the
    Trust Preferred Securities.

         (e) If no Successor Property Trustee or Successor Delaware Trustee
    shall have been appointed and accepted appointment as provided in this
    Section 6.7 within 60 days after delivery to the Sponsor and the Trust of an
    instrument of resignation, the resigning Property Trustee or Delaware
    Trustee, as applicable, may petition any court of competent jurisdiction for
    appointment of a Successor Property Trustee or Successor Delaware Trustee.
    Such court may thereupon, after prescribing such notice, if any, as it may
    deem proper and prescribe, appoint a Successor Property Trustee or Successor
    Delaware Trustee, as the case may be.

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

<PAGE>   43




         (g) In case of the appointment hereunder of a successor Trustee, such
    successor Trustee so appointed shall execute, acknowledge and deliver to the
    Trust and to the retiring Trustee an instrument accepting such appointment,
    and thereupon the resignation or removal of the retiring Trustee shall
    become effective and such successor Trustee, without any further act, deed
    or conveyance, shall become vested with all the rights, powers, trusts and
    duties of the retiring Trustee; but, on the request of the Sponsor or the
    successor Trustee, such retiring Trustee shall, upon payment of its charges,
    execute and deliver an instrument transferring to such successor Trustee all
    the rights, powers and trusts of the retiring Trustee and if the Property
    Trustee is the resigning Trustee shall duly assign, transfer and deliver to
    the successor Trustee all property and money held by such retiring Property
    Trustee hereunder.

         SECTION 6.8 Vacancies among Trustees.

         If a Trustee ceases to hold office for any reason and the number of
Trustees is not reduced pursuant to Section 6.1, or if the number of Trustees is
increased pursuant to Section 6.1, a vacancy shall occur. A resolution
certifying the existence of such vacancy by the Administrative Trustees or, if
there are more than two, a majority of the Administrative Trustees shall be
conclusive evidence of the existence of such vacancy. The vacancy shall be
filled with a Trustee appointed in accordance with Section 6.7.

         SECTION 6.9 Effect of Vacancies.

         The death, resignation, retirement, removal, bankruptcy, dissolution,
liquidation, incompetence or incapacity to perform the duties of a Trustee shall
not operate to annul, dissolve or terminate the Trust. Whenever a vacancy in
the number of Administrative Trustees shall occur, until such vacancy is filled
by the appointment of an Administrative Trustee in accordance with Section 6.7,
the Administrative Trustees in office, regardless of their number, shall have
all the powers granted to the Administrative Trustees and shall discharge all
the duties imposed upon the Administrative Trustees by this Declaration.

         SECTION 6.10 Meetings.

         If there is more than one Administrative Trustee, meetings of the
Administrative Trustees shall be held from time to time upon the call of any
Administrative Trustee. Regular meetings of the Administrative Trustees may be
held at a time and place fixed by resolution of the Administrative Trustees.
Notice of any in-person meetings of the Administrative Trustees shall be hand
delivered or otherwise delivered in writing (including by facsimile, with a hard
copy by overnight courier) not less than 48 hours before such meeting. Notice of
any telephonic meetings of the Administrative Trustees or any committee thereof
shall be hand delivered or otherwise delivered in writing (including by
facsimile, with a hard copy by overnight courier) not less than 24 hours before
a meeting. Notices shall contain a brief statement of the time, place and
anticipated purposes of the meeting. The presence (whether in person or by
telephone) of an


<PAGE>   44


Administrative Trustee at a meeting shall constitute a waiver of notice of such
meeting except where an Administrative Trustee attends a meeting for the express
purpose of objecting to the transaction of any activity on the ground that the
meeting has not been lawfully called or convened. Unless provided otherwise in
this Declaration, any action of the Administrative Trustees may be taken at a
meeting by vote of a majority of the Administrative Trustees present (whether in
person or by telephone) and eligible to vote with respect to such matter;
provided, that a Quorum is present, or without a meeting by the unanimous
written consent of the Administrative Trustees. Notwithstanding the foregoing,
any and all actions of the Administrative Trustees may be taken by the unanimous
written consent of all Administrative Trustees.

         SECTION 6.11 Delegation of Power.

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

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

         SECTION 6.12 Merger, Conversion, Consolidation or Succession to
Business.

         Any corporation into which the Property Trustee, the Delaware Trustee
or an Administrative Trustee, as the case may be, may be merged or converted or
with which either may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Property Trustee, the Delaware
Trustee or an Administrative Trustee, as the case may be, shall be a party, or
any corporation succeeding to all or substantially all the corporate trust
business of the Property Trustee, the Delaware Trustee or an Administrative
Trustee, as the case may be, shall be the successor of the Property Trustee, the
Delaware Trustee or Administrative Trustee, as the case may be, hereunder;
provided, that such corporation 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.

<PAGE>   45

                                   ARTICLE VII

                           DISTRIBUTIONS; REDEMPTION;
                              EXCHANGE; CONVERSION


         SECTION 7.1 Distributions.

         (a) The Trust Securities represent undivided beneficial interests in
    the Trust property, and Holders of Trust Securities shall be entitled to
    receive cumulative cash distributions at the rate per annum of _____% of the
    stated Liquidation Amount of $50 per Trust Security, calculated on the basis
    of a 360-day year consisting of twelve 30-day months. For any period shorter
    than a full 90-day quarter, distributions will be computed on the basis of
    the actual number of days elapsed in such 90-day quarter. Distributions
    shall be made on the Trust Preferred Securities and the Trust Common
    Securities in accordance with Section 7.5. Distributions on the Trust
    Securities shall, from the Closing Date, accrue and be cumulative and shall
    be payable quarterly only to the extent that the Trust has funds available
    for the payment of such Distributions in the Property Account. Distributions
    not paid on the scheduled payment date will accumulate and compound
    quarterly at the rate of _____% per annum ("Compounded Distributions").
    "Distributions" shall mean ordinary cumulative distributions in respect of
    each Fiscal Period together with any Compounded Distributions. If and to the
    extent that the Company makes a payment on the Subordinated Debentures held
    by the Property Trustee or the Company makes a payment under the Trust
    Guarantees (the amount of any such payment being a "Payment Amount"), the
    Trust shall and the Property Trustee is directed, to the extent funds are
    available for that purpose, to make a Pro Rata Distribution of the Payment
    Amount to the Holders entitled thereto.

         (b) Distributions on the Trust Securities will be payable quarterly in
    arrears on each March 31, June 30, September 30 and December 31, commencing
    _________, 2000, when, as and if available for payment, by the Property
    Trustee, except as otherwise described below. If Distributions are not paid
    when scheduled, the accumulated Distributions shall be paid to the Holders
    of record of Trust Securities as they appear on the books and records of the
    Trust on the record date established for such Distributions as determined
    under Section 7.1(e) below.

         (c) The Sponsor has the right under the Subordinated Indenture to defer
    payments of interest by extending the interest payment period from time to
    time on the Subordinated Debentures for a period not exceeding 20
    consecutive quarters (each an "Extension Period"); provided, that no
    Extension Period shall last beyond the date of the maturity or any
    redemption date of the Subordinated Debentures and, as a consequence of such
    deferral, Distributions will also be deferred. Despite such deferral,
    quarterly Distributions will continue to accrue with interest thereon (to
    the extent permitted by applicable law) at the rate specified above
    compounded quarterly during any such Extension Period. Prior to the
    termination of any such Extension Period, the Sponsor may further extend
    such Extension Period; provided, that such Extension Period together with
    all such previous and further extensions thereof may not exceed 20
    consecutive quarters or extend beyond the maturity or any redemption date of
    the Subordinated Debentures.

         (d) Amounts available to the Trust for distribution to the Holders of
    the Trust Securities will be limited to payments received by the Trust from
    the Company on the


<PAGE>   46



     Subordinated Debentures or the Trust Guarantees. If the Property Trustee,
     as the holder of the Subordinated Debentures for the benefit of the Holders
     of the Trust Securities, receives notice of any determination by the
     Company not to make payment on such Subordinated debentures, the Property
     Trustee shall give notice of such determination to the Holders.

         (e) Distributions on the Trust Securities will be payable to the
    Holders thereof as they appear on the books and records of the Trust on the
    relevant record dates, which relevant record dates will be the 15th day of
    the month of the relevant payment dates (that is, each March 15, June 15,
    September 15 and December 15). Such Distributions will be paid through the
    Property Trustee who will hold amounts received in respect of the
    Subordinated Debentures and Trust Guarantees in the Property Account for the
    benefit of the Holders of the Trust Securities. In the event that any date
    on which distributions are payable on the Trust Securities is not a Business
    Day, payment of the distribution payable on such date will be made on the
    next succeeding day which is a Business Day (without any interest or other
    payment in respect of any such delay) except that, if such Business Day is
    in the next succeeding calendar year, such payment shall be made on the
    immediately preceding Business Day, in each case with the same force and
    effect as if made on such date. The record date for Trust Common Securities
    shall be the same date as is established as the record date for Trust
    Preferred Securities.

         SECTION 7.2 Redemption.

               (a) (i) Upon the repayment of the Subordinated Debentures either
         at maturity or as a result of the acceleration of the Subordinated
         Debentures upon the occurrence of a Debenture Event of Default, the
         proceeds from such repayment or prepayment shall be applied by the
         Property Trustee (subject to the Property Trustee having received
         written notice no later than 30 days prior to the related redemption of
         the Trust Securities) to redeem Trust Securities having an aggregate
         Liquidation Amount equal to the principal amount of the Subordinated
         Debentures so repaid, at the Redemption Price.

               (ii) Upon an optional redemption (as set forth in the
         Subordinated Indenture) of Subordinated Debentures, the proceeds from
         such redemption shall be applied to redeem Trust Securities having an
         aggregate Liquidation Amount equal to the aggregate unpaid principal
         amount of the Subordinated Debentures so redeemed by the Sponsor,
         including pursuant to Section 7.4, at the Optional Redemption Price,
         and upon a mandatory redemption (as set forth in the Subordinated
         Indenture) of Subordinated Debentures, the proceeds from such
         redemption shall be applied to redeem Trust Securities having an
         aggregate Liquidation Amount equal to the aggregate unpaid principal
         amount of the Subordinated Debentures so redeemed by the Sponsor, at
         the Redemption Price.

               (iii) If, at any time prior to the Conversion Expiration Date,
         less than ten percent (10%) in principal amount of the Subordinated
         Debentures originally issued by the Sponsor remain outstanding, such
         Subordinated Debentures shall be


<PAGE>   47


         redeemable, at the option of the Sponsor, exercisable at any time in
         whole but not in part, at a Redemption Price equal to the aggregate
         unpaid principal amount thereof, and all accrued and unpaid interest
         due thereon; in such event, the proceeds from such redemption shall be
         applied to redeem at the Redemption Price the outstanding Trust
         Securities having an aggregate Liquidation Amount equal to the
         aggregate unpaid principal amount of the Subordinated Debentures so
         redeemed by the Sponsor.

         (b)   Notice of redemption (which notice will be irrevocable) shall be
     given by the Property Trustee by first-class mail, postage prepaid, mailed
     not less than 30 nor more than 60 days prior to the Redemption Date to the
     Sponsor and each Holder of Trust Securities to be redeemed, at such
     Holder's address as it appears in the books and records of the Trust. All
     notices of redemption shall state:

               (i)   the Redemption Date;

               (ii)  the Redemption Price or the Optional Redemption Price, as
         the case may be;

               (iii) the applicable CUSIP number;

               (iv)  if less than all of the outstanding Trust Securities are to
         be redeemed, the identification and the aggregate Liquidation Amount of
         the particular Trust Securities to be redeemed;

               (v)   if the Trust Preferred Securities are convertible, (A) that
         a Holder of Trust Preferred Securities who desires to convert such
         Trust Preferred Securities called for redemption must satisfy the
         requirements for conversion contained in Section 7.3 hereof, (B) the
         Conversion Price and (C) the date and time when the right to convert
         shall expire;

               (vi)  that on the Redemption Date the Redemption Price or the
         Optional Redemption Price, as the case may be, will become due and
         payable upon each such Trust Security to be redeemed and that
         Distributions thereon will cease to accrue on and after said date and
         the Trust Security being redeemed will cease to have conversion rights;
         and

               (vii) the place or places where such Trust Securities are to be
         surrendered for payment of the Redemption Price or the Optional
         Redemption Price, as the case may be.

         (c)   The Trust Securities redeemed on each Redemption Date shall be
     redeemed at the Redemption Price or the Optional Redemption Price, as the
     case may be, with the proceeds from the contemporaneous redemption of
     Subordinated Debentures. Redemption of the Trust Securities shall be made
     and the Redemption Price or the


<PAGE>   48


     Optional Redemption Price, as the case may be, shall be payable on each
     Redemption Date only to the extent that the Trust has funds then on hand
     and available in the Property Account for the payment of such Redemption
     Price or the Optional Redemption Price, as the case may be.

         (d)   If the Property Trustee gives a notice of redemption in respect
     of any Trust Preferred Securities, then by 12:00 noon, New York City time,
     on the Redemption Date, subject to Section 7.2(c) and to the Property
     Trustee's having received for deposit to the Property Account available
     funds sufficient for such redemption by 10:00 A.M., New York City time, on
     the Redemption Date, the Property Trustee will, so long as and to the
     extent the Trust Preferred Securities are in book-entry-only form,
     irrevocably deposit with the Clearing Agency for the Trust Preferred
     Securities funds sufficient to pay the applicable Redemption Price or
     Optional Redemption Price and will give the Clearing Agency irrevocable
     instructions and authority to pay the Redemption Price or the Optional
     Redemption Price, as the case may be, to the Holders of such Trust
     Preferred Securities. If the Trust Preferred Securities are no longer in
     book-entry only form, the Property Trustee, subject to Section 7.2(c), will
     irrevocably deposit with the Paying Agent funds sufficient to pay the
     applicable Redemption Price or Optional Redemption Price, as the case may
     be, on such Trust Preferred Securities held in certificated form and will
     give the Paying Agent irrevocable instructions and authority to pay the
     Redemption Price or the Optional Redemption Price, as the case may be, to
     the Holders thereof upon surrender of their Trust Preferred Securities
     Certificates. Notwithstanding the foregoing, Distributions payable on or
     prior to the Redemption Date for any Trust Securities called for redemption
     shall be payable to the Holders of such Trust Securities as they appear in
     the books and records of the Trust Securities on the relevant record dates
     for the related Distribution dates. If notice of redemption shall have been
     given and funds deposited as required, then, upon the date of such deposit,
     all rights of Holders holding Trust Securities so called for redemption
     will cease, except the right of such Holders to receive the Redemption
     Price or the Optional Redemption Price, as the case may be, but without
     interest, on such Redemption Date and such Trust Securities will cease to
     be outstanding. In the event that any date on which any Redemption Price or
     the Optional Redemption Price, as the case may be, is payable is not a
     Business Day, then payment of the Redemption Price or the Optional
     Redemption Price, as the case may be, payable on such date will be made on
     the next succeeding day which is a Business Day and without interest or
     other payment in respect of any such delay, except that, if such Business
     Day is in the next succeeding calendar year, such payment shall be made on
     the immediately preceding Business Day, in each case, with the same force
     and effect as if made on such date. In the event that payment of the
     Redemption Price or the Optional Redemption Price in respect of Trust
     Securities called for redemption is improperly withheld or refused and not
     paid by the Trust or by the Sponsor pursuant to the Trust Guarantees,
     Distributions on such Trust Securities will continue to accumulate at the
     then applicable rate, from the Redemption Date originally established by
     the Trust to the date such Redemption Price or the Optional Redemption
     Price is actually paid, in which case the actual payment date will be the
     date fixed for redemption for purpose of calculating the Redemption Price
     or the Optional Redemption Price.
<PAGE>   49
         (e) If less than all the outstanding Trust Securities are to be
    redeemed on a Redemption Date, then the aggregate Liquidation Amount of
    Trust Securities to be redeemed shall be allocated, subject to Section
    9.2(b), on a pro rata basis (based on Liquidation Amounts) among the Trust
    Common Securities and the Trust Preferred Securities that are to be
    redeemed. The particular Trust Preferred Securities to be redeemed shall be
    selected not more than 60 days prior to the Redemption Date by the Property
    Trustee from the outstanding Trust Preferred Securities not previously
    called for redemption, by lot or by such other method as the Property
    Trustee shall deem fair and appropriate and which may provide for the
    selection for redemption of portions equal to $50 (or an integral multiple
    of $50 in excess thereof) of the Liquidation Amount of the Trust Preferred
    Securities. The Property Trustee shall promptly notify the registrar and
    transfer agent of the Trust Securities and the Conversion Agent in writing
    of the Trust Preferred Securities selected for partial redemption and, in
    the case of any Trust Preferred Securities selected for redemption, the
    Liquidation Amount thereof to be redeemed; it being understood that, in the
    case of Trust Preferred Securities registered in the name of and held of
    record by the Clearing Agency or any nominee, the distribution of the
    proceeds of such redemption will be made in accordance with the procedures
    of the Clearing Agency or its nominee. For all purposes of this Declaration,
    unless the context otherwise requires, all provisions relating to the
    redemption of Trust Preferred Securities shall relate, in the case of any
    Trust Preferred Securities redeemed or to be redeemed only in part, to the
    portion of the Liquidation Amount of Trust Preferred Securities which has
    been or is to be redeemed. In the event of any redemption in part, the Trust
    shall not be required to (i) issue, or register the transfer of or exchange
    of, any Trust Preferred Security during a period beginning at the opening of
    business 15 days before any selection for redemption of Trust Preferred
    Securities and ending at the close of business on the earliest date in which
    the relevant notice of redemption is deemed to have been given to all
    holders of Trust Preferred Securities to be so redeemed or (ii) register the
    transfer of or exchange of any Trust Preferred Securities so selected for
    redemption, in whole or in part, except for the unredeemed portion of any
    Trust Preferred Securities being redeemed in part.

         SECTION 7.3 Conversion.

         The Holders of Trust Securities, subject to the limitations set forth
in this Section 7.3, shall have the right at any time following the Closing Date
and ending on the Conversion Expiration Date, at their option, to cause the
Conversion Agent to convert Trust Securities, on behalf of the converting
Holders, into shares of Common Stock of the Company in the manner described
herein on and subject to the following terms and conditions:

               (i)   The Trust Securities will be convertible into fully paid
         and nonassessable shares of Common Stock of the Company pursuant to the
         Holder's direction to the Conversion Agent to exchange such Trust
         Securities for a portion of the Subordinated Debentures, and
         immediately to convert such amount of Subordinated Debentures into
         fully paid and nonassessable shares of Common


<PAGE>   50


         Stock of the Company at an initial rate of ______ shares of Common
         Stock for each Trust Security (which is equivalent to a conversion
         price of $_____ principal amount of Subordinated Debentures per share
         of Company Common Stock), subject to certain adjustments set forth in
         the Subordinated Indenture (as so adjusted, the "Conversion Price").

               (ii)  In order to convert Trust Securities into Company Common
         Stock, the Holder of such Trust Securities shall submit to the
         Conversion Agent an irrevocable Notice of Conversion to convert Trust
         Securities on behalf of such Holder, together, if the Trust Securities
         are in certificated form, with such certificates. The Notice of
         Conversion shall (i) set forth the number of Trust Securities to be
         converted and the name or names, if other than the Holder, in which the
         shares of Company Common Stock should be issued and (ii) direct the
         Conversion Agent (a) to exchange such Trust Securities for a portion of
         the Subordinated Debentures held by the Property Trustee having an
         aggregate principal amount equal to the Liquidation Amount of the Trust
         Securities surrendered for conversion and (b) to immediately convert
         such Subordinated Debentures, on behalf of such Holder, into Company
         Common Stock and, if applicable, other securities, cash or property (at
         the Conversion Price specified in the preceding paragraph). The
         Conversion Agent shall notify the Property Trustee of the Holder's
         election to exchange Trust Securities for a portion of the Subordinated
         Debentures held by the Property Trustee and the Property Trustee shall,
         upon receipt of such notice, deliver to the Conversion Agent the
         appropriate principal amount of Subordinated Debentures for exchange in
         accordance with this Section. The Conversion Agent shall thereupon
         notify the Sponsor of the Holder's election to convert such
         Subordinated Debentures into shares of Company Common Stock. Holders of
         Trust Securities at the close of business on a relevant record date for
         a Distribution will be entitled to receive the Distribution paid on
         such Trust Securities on the corresponding Distribution date
         notwithstanding the conversion of such Trust Securities following such
         relevant record date but prior to such Distribution date. Except as
         provided above, neither the Trust nor the Sponsor will make, or be
         required to make, any payment, allowance or adjustment upon any
         conversion on account of any accumulated and unpaid Distributions,
         whether or not in arrears, accrued on the Trust Securities surrendered
         for conversion, or on account of any accumulated and unpaid dividends
         on the shares of Company Common Stock issued upon such conversion.
         Trust Securities shall be deemed to have been converted immediately
         prior to the close of business on the day on which an irrevocable
         Notice of Conversion relating to such Trust Securities is received by
         the Conversion Agent in accordance with the foregoing provision (the
         "Conversion Date"). The Person or Persons entitled to receive the
         Company Common Stock issuable upon conversion of the Subordinated
         Debentures shall be treated for all purposes as the record holder or
         holders of such Company Common Stock on the Conversion Date. As
         promptly as practicable on or after the Conversion Date, the Sponsor
         shall issue and deliver (or cause the transfer agent for the Company
         Common Stock to deliver) at the office of the

<PAGE>   51


         Conversion Agent a certificate or certificates for the number of full
         shares of Company Common Stock issuable upon such conversion, together
         with the cash payment, if any, in lieu of any fraction of any share to
         the Person or Persons entitled to receive the same, unless otherwise
         directed by the Holder in the Notice of Conversion, and the Conversion
         Agent shall distribute such certificate or certificates to such Person
         or Persons.

               (iii) Each Holder of a Trust Security by its acceptance thereof
         initially appoints The Bank of New York not in its individual capacity
         but solely as conversion agent (the "Conversion Agent") for the purpose
         of effecting the conversion of Trust Securities in accordance with this
         Section 7.3. In effecting the conversion and transactions described in
         this Section 7.3, the Conversion Agent shall be acting as agent of the
         Holders of Trust Securities directing it to effect such conversion
         transactions. The Conversion Agent is hereby authorized (i) to exchange
         Trust Securities from time to time for Subordinated Debentures held by
         the Trust in connection with the conversion of such Trust Securities in
         accordance with this Section 7.3 and (ii) to convert all or a portion
         of the Subordinated Debentures so exchanged into Company Common Stock
         and thereupon to deliver such shares of Company Common Stock in
         accordance with the provisions of this Section and to deliver to the
         Property Trustee any new Subordinated Debenture or Debentures for any
         resulting unconverted principal amount delivered to the Conversion
         Agent by the Debenture Trustee.

               (iv)  No fractional shares of Company Common Stock will be issued
         as a result of conversion, but, in lieu thereof, such fractional
         interest will be paid in cash by the Sponsor to the Conversion Agent in
         an amount equal to the Closing Price of such fractional share on the
         Conversion Date, and the Conversion Agent will in turn make such
         payment to the Holder or Holders of Trust Securities so converted.

               (v)   Nothing in this Section 7.3 shall limit the requirement of
         the Trust to withhold taxes pursuant to the terms of the Trust
         Securities or as set forth in this Declaration or otherwise require the
         Property Trustee or the Trust to pay any amounts on account of such
         withholdings.

               (vi)  In the event of the exchange of any Trust Security in part
         only in connection with a conversion pursuant to this Section 7.3, a
         new Trust Security or Trust Securities for the unexchanged portion
         thereof will be issued in the name of the Holder thereof upon the
         cancellation of the Trust Security exchanged in part in accordance with
         Section 10.9 of this Declaration or if such Trust Security is
         represented by a Global Certificate, the Property Trustee shall note
         thereon the reduction in the number of Trust Securities evidenced
         thereby as a result of such exchange.

               SECTION 7.4 Trust Special Event Exchange or Redemption.

<PAGE>   52



         (a) If a Trust Special Event shall occur and be continuing, the
    Property Trustee and the Administrative Trustees shall direct the Conversion
    Agent to exchange all outstanding Trust Securities for Subordinated
    Debentures having an unpaid principal amount equal to the aggregate
    Liquidation Amount of the Trust Securities to be exchanged and to dissolve
    the Trust; provided, however, that, in the case of a Trust Tax Event, the
    Sponsor shall have the right to (i) direct that less than all, or none, as
    appropriate, of the Trust Securities be so exchanged if and for so long as
    the Sponsor shall have elected to pay any Additional Sums such that the net
    amounts received by Holders of Trust Securities not so exchanged in respect
    of Distributions are not reduced as a result of such Trust Tax Event, and
    shall not have revoked any such election or failed to make such payments or
    (ii) cause the Trust Securities to be redeemed in the manner set forth
    below. If at any time after [March 31, 2004], a Trust Tax Event shall occur
    or be continuing, the Sponsor shall have the right, subject to the
    provisions of the Subordinated Indenture, upon not less than 30 nor more
    than 60 days' notice, to redeem the Subordinated Debentures, in whole or in
    part, for cash. Promptly following such redemption, Trust Securities with an
    aggregate Liquidation Amount equal to the aggregate unpaid principal amount
    of the Subordinated Debentures so redeemed will be redeemed by the Trust at
    the Optional Redemption Price on a pro rata basis, except as provided for in
    Section 9.2(b).

         (b) Notice of any exchange pursuant to this Section 7.4 (an "Exchange
    Notice") of the Trust Securities, which Exchange Notice shall be
    irrevocable, will be given by the Property Trustee by first-class mail to
    the Sponsor and to each record Holder of Trust Securities to be exchanged
    not less than 30 nor more than 60 days prior to the date fixed for exchange
    thereof. The Sponsor shall notify the Property Trustee of such exchange at
    least 15 days prior to the latest date that the Property Trustee must give
    such notice. For purposes of the calculation of the date of exchange and the
    dates on which notices are given pursuant to this paragraph (b), an Exchange
    Notice shall be deemed to be given on the day such notice is first mailed by
    first-class mail, postage prepaid, to each Holder. Each Exchange Notice
    shall be addressed to each Holder of Trust Securities at the address of such
    Holder appearing in the books and records of the Trust. Each Exchange Notice
    shall state: (A) the exchange date; (B) the aggregate Liquidation Amount of
    the Trust Securities to be exchanged and the aggregate principal amount of
    the Subordinated Debentures to be so exchanged therefor; (C) that on the
    exchange date the Trust Securities to be so exchanged shall be exchanged for
    Subordinated Debentures bearing interest accruing from and including the
    last date to which Distributions have been made on the Trust Securities and
    that Distributions on the Trust Securities so exchanged will cease to
    accumulate on and after said date; and (D) the identity of the Conversion
    Agent, if any, and the place or places where the Trust Securities to be
    exchanged are to be surrendered in exchange for Subordinated Debentures. No
    defect in the Exchange Notice or in the mailing thereof with respect to any
    Trust Security shall affect the validity of the exchange proceedings for any
    other Trust Security.

         (c) In the event that fewer than all the outstanding Trust Preferred
    Securities are to be exchanged, then, on the exchange date, (i) if all of
    the outstanding Trust

<PAGE>   53


    Preferred Securities are represented by Definitive Trust Preferred
    Securities Certificates, the particular Trust Preferred Securities to be
    exchanged will be selected by the Property Trustee from the outstanding
    Trust Preferred Securities not previously called for redemption or exchange
    on a pro rata basis (based on Liquidation Amounts), (ii) if all of the
    outstanding Trust Preferred Securities are represented by Book-Entry
    Interests, the Property Trustee shall provide for the selection for exchange
    of a portion of the Global Certificate representing the Book-Entry Interests
    on a pro rata basis (based on Liquidation Amounts) and (iii) if Outstanding
    Trust Securities are represented by both Definitive Trust Preferred
    Securities Certificate and Book-Entry Interests, the Property Trustee shall
    select the portion of the Global Certificate representing the Book- Entry
    Interests and the particular outstanding Trust Preferred Securities
    represented by Definitive Preferred Securities Certificates to be exchanged
    on a pro rata basis (based on Liquidation Amounts). In the case of clause
    (ii) or (iii) above, the particular Book-Entry Interests to be exchanged
    shall be selected in accordance with the applicable rules and procedures for
    the Clearing Agency in whose name, or whose nominee's name, such Global
    Certificate is then held. Any Trust Preferred Securities Certificate that is
    to be exchanged only in part shall be surrendered with due endorsement or by
    a written instrument of transfer fully executed by the Holder thereof (or
    its attorney duly authorized in writing) and the Trust shall prepare and
    deliver to such Holder, without service charge, a new Trust Preferred
    Securities Certificate or Certificates in aggregate stated Liquidation
    Amount equal to, and in exchange for, the unredeemed portion of the Trust
    Preferred Securities Certificate so surrendered. The Trust Common Securities
    shall be exchanged in a manner similar to that described for Trust Preferred
    Securities represented by Definitive Trust Preferred Securities
    Certificates.

    (d) In the event of an exchange pursuant to this Section 7.4, on the date
    fixed for any such exchange, (i) if the Trust Preferred Securities are
    represented by Book-Entry Interests, the Clearing Agency or its nominee, as
    the record Holder of the Trust Preferred Securities, will exchange through
    the Conversion Agent the Global Certificate representing the Trust Preferred
    Securities to be exchanged for a registered Global Certificate or
    certificates representing the Subordinated Debentures to be delivered upon
    such exchange, (ii) if the Trust Preferred Securities are represented by
    Definitive Trust Preferred Securities Certificates, the certificates
    representing the Trust Preferred Securities to be so exchanged will be
    deemed to represent Subordinated Debentures having a principal amount equal
    to the aggregate stated Liquidation Amount of such Subordinated Preferred
    Securities until such certificates are presented to the Conversion Agent for
    exchange for definitive certificates representing Subordinated Debentures
    and (iii) all rights of the Holders of the Trust Preferred Securities so
    exchanged will cease, except for the right of such Holders to receive
    Subordinated Debentures. The Trust Common Securities shall be exchanged in a
    manner similar to that described for Trust Preferred Securities represented
    by Definitive Trust Preferred Securities Certificates.

    (e) Each Holder, by becoming a party to this Declaration pursuant to Section
    15.4 of this Declaration, will be deemed to have agreed to be bound by these
    exchange provisions in regard to the exchange of Trust Securities for
    Subordinated Debentures

<PAGE>   54
    pursuant to the terms described above.

         (f) Nothing in this Section 7.4 shall limit the requirement of the
    Trust to withhold taxes pursuant to the terms of the Trust Securities or as
    set forth in this Declaration or otherwise require the Property Trustee or
    the Trust to pay any amounts on account of such withholdings.

         SECTION 7.5 Payment Procedures.

         Payments in respect of the Trust Preferred Securities shall be made by
check mailed to the address of the Person entitled thereto as such address shall
appear on the books and records of the Trust or, if the Trust Preferred
Securities are held by a Clearing Agency, such Distributions shall be made to
the Clearing Agency in immediately available funds, in accordance with the
applicable depository agreement on the applicable Distribution dates or
Redemption Dates. Payments, if any, in respect of the Trust Common Securities
shall be made in such manner as shall be mutually agreed between the Property
Trustee and the Holder of the Trust Common Securities.

         SECTION 7.6 Tax Reporting, Etc.

         The Administrative Trustees shall prepare (or cause to be prepared), at
the Sponsor's expense, and file all United States Federal, State and local tax
and information returns and reports required to be filed by or in respect of the
Trust. In this regard, the Administrative Trustees shall (a) prepare and file
(or cause to be prepared or filed) Form 1041 or the appropriate Internal Revenue
Service form required to be filed in respect of the Trust in each taxable year
of the Trust and (b) prepare and furnish (or cause to be prepared and furnished)
to each Holder a Form 1099 or the appropriate Internal Revenue Service form
required to be furnished to such Holder or the information required to be
provided on such form. The Administrative Trustees shall provide the Sponsor and
the Property Trustee with a copy of all such returns, reports and schedules
promptly after such filing or furnishing. The Trustees shall comply with United
States Federal withholding and backup withholding tax laws and information
reporting requirements with respect to any payments to Holders under the Trust
Securities.

         SECTION 7.7 Payment of Additional Sums by the Property Trustee.

         Upon receipt under the Subordinated Debentures of Additional Sums the
Property Trustee, upon receipt of written notice from the Sponsor or the
Administrative Trustees, shall promptly pay from such Additional Sums any taxes,
duties or governmental charges of whatsoever nature (other than withholding
taxes) imposed on the Trust by the United States or any other taxing authority.

         SECTION 7.8 Payments under Indenture.

         Any amount payable hereunder to any Holder of Trust Preferred
Securities shall be reduced by the

<PAGE>   55


amount of any corresponding payment such Holder (or a related Trust Preferred
Security Beneficial Owner) has directly received pursuant to the Subordinated
Indenture in accordance with the terms of Section 8.2(c) hereof.

                                  ARTICLE VIII

                          ISSUANCE OF TRUST SECURITIES

         SECTION 8.1 Designation and General Provisions Regarding
TrustSecurities.

         (a) The Administrative Trustees shall on behalf of the Trust issue one
    class of preferred securities representing undivided preferred beneficial
    interests in the assets of the Trust and one class of common securities
    representing undivided subordinated beneficial interests in the assets of
    the Trust as follows:

               (i)   Trust Preferred Securities. _________ _____% Trust
         Convertible Preferred Securities of the Trust (including _______ ___%
         Trust Convertible Preferred Securities subject to issuance upon
         exercise of the Over-Allotment Option) with an aggregate Liquidation
         Amount with respect to the assets of the Trust of
         ____________________________________________ Dollars
         (($______________), ______________________________________ Dollars
         ($______________) if the Over-Allotment Option is exercised in full)
         and a Liquidation Amount with respect to the assets of the Trust of $50
         per trust preferred security, are hereby designated for the purpose of
         identification only as ____% Trust Convertible Preferred Securities
         (the "Trust Preferred Securities"). The Trust Preferred Security
         Certificates evidencing the Trust 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 Trust Preferred Securities are listed.

               (ii)  Trust Common Securities. _______ ___% Trust Convertible
         Common Securities of the Trust (including ______ ___% Trust Convertible
         Common Securities subject to issuance if the Over-Allotment Option is
         exercised in full) with an aggregate Liquidation Amount with respect to
         the assets of the Trust of
         ____________________________________________________ Dollars
         (($____________) (_____________________________________________ Dollars
         ($_____________) if the Over-Allotment Option is exercised in full) and
         a Liquidation Amount with respect to the assets of the Trust of $50 per
         trust common security, are hereby designated for the purposes of
         identification only as ___% Trust Convertible Common Securities (the
         "Trust Common Securities"). The Trust Common Security Certificates
         evidencing the Trust 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.


<PAGE>   56

               (iii) All Trust Securities issued by the Trust shall be deemed to
         have been issued on the Closing Date.

         (b) Except as provided in Section 9.2(b) of this Declaration, the Trust
    Preferred Securities rank pari passu, and payment thereon shall be made Pro
    Rata, with the Trust Common Securities. The Trust shall issue no securities
    or other interests in the assets of the Trust other than the Trust Preferred
    Securities and the Trust Common Securities.

         (c) Any Administrative Trustee shall sign the Trust Securities for the
    Trust by manual or facsimile signature. In case any Administrative Trustee
    of the Trust who shall have signed any of the Trust Securities shall cease
    to be an Administrative 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
    Administrative Trustee; and any Certificate may be signed on behalf of the
    Trust by such persons who, at the actual date of execution of such Trust
    Security, shall be the Administrative Trustees of the Trust, although at the
    date of the execution and delivery of the Declaration any such person was
    not such an Administrative Trustee. Certificates shall be printed,
    lithographed or engraved or may be produced in any other manner as is
    reasonably acceptable to the Administrative Trustees, as evidenced by their
    execution thereof, and may have such letters, numbers or other marks of
    identification or designation and such legends or endorsements as the
    Administrative 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 Trust Securities may be listed, or to conform to usage.

         A Trust Security shall not be valid until authenticated by the manual
signature of an authorized officer of the Property Trustee. Such signature shall
conclusively evidence that the Trust Security has been authenticated under this
Declaration.

         Trust Securities shall be dated the date of their authentication.

         Upon a written order of the Trust signed by one Administrative Trustee,
the Property Trustee shall authenticate the Trust Securities for original issue.
The aggregate Liquidation Amount of Trust Securities outstanding at any time
shall not exceed the Liquidation Amount set forth in Section 8.1(a).

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

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



<PAGE>   57

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

         (f) Every Person, by virtue of having become a Holder or a Trust
    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.

         SECTION  8.2 Voting Rights of Trust Preferred Securities.

         (a) Except as provided under Sections 6.7(a), this Article VIII and
    Article XIII and as otherwise required by the Business Trust Act, the Trust
    Indenture Act and other applicable law, the Holders of the Trust Preferred
    Securities will have no voting rights.

         (b) Subject to the requirement of the Property Trustee obtaining an
    Opinion of Counsel in certain circumstances set forth in Section 8.2(d)
    below, the Holders of a Majority in Liquidation Amount of the Trust
    Preferred Securities have the right to direct the time, method and place of
    conducting any proceeding for any remedy available to the Property Trustee,
    or direct the exercise of any trust or power conferred upon the Property
    Trustee under the Declaration, including the right to direct the Property
    Trustee, as Holder of the Subordinated Debentures, to (i) exercise the
    remedies available to it under the Subordinated Indenture as a Holder of the
    Subordinated Debentures or (ii) consent to any amendment, modification, or
    termination of the Subordinated Indenture or the Subordinated Debentures
    where such consent shall be required; provided, however, that where a
    consent or action under the Subordinated Indenture would require the consent
    or act of the Holders of more than a majority of the outstanding principal
    amount of the Subordinated Debentures affected thereby, only the Holders of
    the percentage of the aggregate stated Liquidation Amount of the Trust
    Preferred Securities which is at least equal to such required percentage of
    the principal amount of Subordinated Debentures may direct the Property
    Trustee to give such consent or take such action; provided further, however,
    that (subject to the provisions of Section 3.9) the Property Trustee shall
    have the right to decline to follow any such direction if the Property
    Trustee, being advised by counsel, determines that the action or proceeding
    so directed may not lawfully be taken or if the Property Trustee, in good
    faith, by its board of directors or trustees, executive committee, or a
    trust committee of directors or trustees, and/or Responsible Officers, shall
    determine that the action or proceeding so directed would involve the
    Property Trustee in personal liability.

         (c) If the Property Trustee fails to enforce its rights under the
    Subordinated Indenture after a Holder of Trust Preferred Securities has made
    a written request, such Holder of Trust Preferred Securities may, to the
    fullest extent permitted by law, institute a legal proceeding directly
    against the Company, to enforce the Property Trustee's rights under the
    Subordinated Indenture without first instituting any legal proceeding
    against the Property Trustee or any other


<PAGE>   58


    person or entity. Notwithstanding the foregoing, if a Trust Enforcement
    Event has occurred and is continuing and such event is attributable to the
    failure of the Company to make any required payment when due on the
    Subordinated Debentures, then a Holder of Trust Preferred Securities may
    directly institute a proceeding against the Company for enforcement such
    payment.

         (d) The Property Trustee shall notify all Holders of the Trust
    Preferred Securities of any notice of any Trust Enforcement Event received
    from the Company with respect to the Subordinated Debentures. Except with
    respect to directing the time, method, and place of conducting a proceeding
    for a remedy, the Property Trustee shall be under no obligation to take any
    of the actions described in Section 8.2(b)(i) and (ii) above unless the
    Property Trustee has obtained an Opinion of Counsel (which counsel shall be
    independent tax counsel) to the effect that as a result of such action, the
    Trust will not be taxable as a corporation for United States federal income
    tax purposes and that after such action each Holder will continue to be
    treated as owning an undivided beneficial ownership interest in the
    Subordinated Debentures.

         (e) In the event the consent of the Property Trustee, as the Holder of
    the Subordinated Debentures, is required under the Subordinated Indenture
    with respect to any amendment, modification or termination of the
    Subordinated Indenture, the Property Trustee shall request the direction of
    the Holders of the Trust Securities with respect to such amendment,
    modification or termination and shall vote with respect to such amendment,
    modification or termination as directed by a Majority in Liquidation Amount
    of the Trust Securities voting together as a single class; provided,
    however, that where a consent under the Subordinated Indenture would require
    the consent of the Holders of more than a majority of the aggregate
    principal amount of the Subordinated Debentures, the Property Trustee may
    only give such consent at the direction of the Holders of at least the same
    proportion in aggregate stated Liquidation Amount of the Trust Securities.
    The Property Trustee shall not take any such action in accordance with the
    directions of the Holders of the Trust Securities unless the Property
    Trustee has obtained an Opinion of Counsel to the effect that, as a result
    of such action, the Trust will not be classified as other than a grantor
    trust for United States federal income tax purposes.

         (f) Any required approval or direction of Holders of Trust Preferred
    Securities may be given at a separate meeting of Holders of Trust Preferred
    Securities convened for such purpose, at a meeting of all the Holders of
    Trust Securities or pursuant to written consent. In accordance with Section
    13.2, the Administrative Trustees will cause a notice of any meeting at
    which Holders of Trust Preferred Securities are entitled to vote, or of any
    matter upon which action by written consent of such Holders is to be taken,
    to be mailed to each Holder of Trust Preferred Securities. Each such notice
    will include a statement setting forth the following information: (i) the
    date of such meeting or the date by which such action is to be taken; (ii) a
    description of any resolution proposed for adoption at such meeting on which
    such Holders are entitled to vote or of such matter upon which written
    consent is sought; and (iii) instructions for the delivery of proxies or
    consents.


<PAGE>   59


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

         (h) Notwithstanding that Holders of Trust Preferred Securities are
    entitled to vote or consent under any of the circumstances described above,
    any of the Trust Preferred Securities that are beneficially owned at such
    time by the Company or any entity directly or indirectly controlled by, or
    under direct or indirect common control with, the Company, shall not be
    entitled to vote or consent and shall, for purposes of such vote or consent,
    be treated as if such Trust Preferred Securities were not outstanding,
    except for Trust Preferred Securities purchased or acquired by the Company
    or its Affiliates in connection with transactions effected by or for the
    account of customers of the Company or any of its subsidiaries or in
    connection with the distribution or trading of such Trust Preferred
    Securities; provided, however, that Persons (other than Affiliates of the
    Company) to whom the Company or any of its subsidiaries have pledged Trust
    Preferred Securities may vote or consent with respect to such pledged Trust
    Preferred Securities pursuant to the terms of such pledge.

          (i)   Holders of the Trust Preferred Securities will have no
    rights to appoint or remove the Administrative Trustees, who may be
    appointed, removed or replaced solely by the Company, as the Holder of
    all the Trust Common Securities.

         SECTION 8.3 Voting Rights of Trust Common Securities.

         (a) Except as provided under this Section 8.3 or as otherwise required
    by the Business Trust Act, the Trust Indenture Act or other applicable law
    or provided by the Declaration, the Holders of the Trust Common Securities
    will have no voting rights.

         (b) The Holders of the Trust Common Securities are entitled, in
    accordance with Article VI of this Declaration, to vote to appoint, remove
    or replace any Trustee or to increase or decrease the number of Trustees.

         (c) Subject to Section 2.6 of the Declaration and only after all Trust
    Enforcement Events with respect to the Trust Preferred Securities have been
    cured, waived, or otherwise eliminated and subject to the requirement of the
    Property Trustee obtaining an Opinion of Counsel in certain circumstances
    set forth in this paragraph (c), the Holders of a Majority in Liquidation
    Amount of the Trust Common Securities have the right to direct the time,
    method and place of conducting any proceeding for any remedy available to
    the Property Trustee, or direct the exercise of any trust or power conferred
    upon the Property Trustee under the Declaration, including the right to
    direct the Property Trustee, as Holder of the Subordinated Debentures, to
    exercise the remedies available to it under the Subordinated Indenture as a
    Holder of the Subordinated Debentures; provided, however, that (subject to
    the provisions of Section 3.9) the Property Trustee shall have

<PAGE>   60


    the right to decline to follow any such direction if the Property Trustee,
    being advised by counsel, determines that the action or proceeding so
    directed may not lawfully be taken or if the Property Trustee, in good
    faith, by its board of directors or trustees, executive committee, or a
    trust committee of directors or trustees, and/or Responsible Officers, shall
    determine that the action or proceeding so directed would involve the
    Property Trustee in personal liability. Except with respect to directing the
    time, method and place of conducting a proceeding for a remedy, the Property
    Trustee shall be under no obligation to take any of the actions described
    above in this Section 8.3(c) unless the Property Trustee has obtained an
    Opinion of Counsel (which counsel shall be independent tax counsel) to the
    effect that, as a result of such action, for United States federal income
    tax purposes the Trust will not be taxable as a corporation for United
    States federal income tax purposes and each Holder will be treated as owning
    an undivided beneficial ownership interest in the Subordinated Debentures
    and Trust Guarantees.

         (d) If the Property Trustee fails to enforce its rights under the
    Subordinated Debentures after a Holder of Trust Common Securities has made a
    written request, such Holder of Trust Common Securities may, to the fullest
    extent permitted by law, institute a legal proceeding directly against the
    Company to enforce the Property Trustee's rights under the Subordinated
    Debentures without first instituting any legal proceeding against the
    Property Trustee or any other person or entity.

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

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

         SECTION 8.4 Paying Agent.

         In the event that the Trust Preferred Securities are not in book-entry
only form, the Trust shall maintain in the Borough of Manhattan, City of New
York, State of New York, an office or agency where the Trust Preferred
Securities may be presented for payment ("Paying Agent"). The Trust may appoint
the Paying Agent and may appoint one or more additional


<PAGE>   61


paying agents in such other locations as it shall determine. The term "Paying
Agent" includes any additional paying agent. The Trust may change any Paying
Agent without prior notice to any Holder. The Trust shall notify the Property
Trustee of the name and address of any Paying Agent not a party to this
Declaration. If the Trust fails to appoint or maintain another entity as Paying
Agent, the Property Trustee shall act as such. The Trust or any of its
Affiliates may act as Paying Agent. The Bank of New York shall initially act as
Paying Agent for the Trust Preferred Securities and the Trust Common Securities.

         SECTION 8.5 Listing.

         The Sponsor shall use its reasonable commercial efforts to cause the
Trust Preferred Securities to be listed for trading on the Nasdaq National
Market System.

         SECTION 8.6 Acceptance of Trust Guarantees.

         Each Holder of Trust Preferred Securities and Trust Common Securities,
by the acceptance thereof, agrees to the provisions of the applicable Trust
Guarantees, including the subordination provisions therein.


                                   ARTICLE IX

                           TERMINATION AND LIQUIDATION
                                  OF THE TRUST

         SECTION 9.1 Termination of Trust.

         (a) The Trust shall terminate:

               (i)   upon the bankruptcy of the Holder of Trust Common
         Securities or the Sponsor;

               (ii)  upon the filing of a certificate of dissolution or its
         equivalent with respect to the Sponsor, the filing of a certificate of
         cancellation with respect to the Trust after having obtained the
         consent of at least a Majority in Liquidation Amount of the Trust
         Securities, voting together as a single class, to file such certificate
         of cancellation, or the revocation of the Sponsor's charter and the
         expiration of 90 days after the date of revocation without a
         reinstatement thereof;

               (iii) upon the entry of a decree of judicial dissolution of the
         Sponsor or the Trust;

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


<PAGE>   62

               (v)   upon the election of the Administrative Trustees, following
         the occurrence and continuation of a Trust Special Event, pursuant to
         which the Trust shall give the Exchange Notice in accordance with
         Section 7.4(b) and all of the Subordinated Debentures shall have been
         distributed to the Holders of Trust Securities in exchange for all of
         the Trust Securities;

               (vi)  before the issuance of any Trust Securities, with the
         consent of all of the Administrative Trustees and the Sponsor;

               (vii) upon the distribution of the Subordinated Debentures to the
         Holders of the Trust Securities, if the Sponsor has given written
         instruction to the Property Trustee to terminate the Trust (which
         direction may be given in the sole discretion of the Sponsor); or

               (viii) upon the conversion of all of the Trust Securities in
         accordance with Section 7.3.

         (b) As soon as is practicable after the occurrence of an event referred
    to in Section 9.1(a), the Administrative Trustees shall file a certificate
    of cancellation with the Secretary of State of the State of Delaware.

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

         SECTION 9.2 Liquidation Distribution Upon Termination and Dissolution
of the Trust.

         (a) In the event of any voluntary or involuntary liquidation,
    dissolution, winding-up or termination of the Trust (each a "Trust
    Liquidation"), the Holders of the Trust Preferred Securities on the date of
    the Trust Liquidation will be entitled to receive, out of the assets of the
    Trust available for distribution to Holders of Trust Securities after
    satisfaction of the Trust's liabilities and creditors, distributions in cash
    or other immediately available funds in an amount equal to the aggregate of
    the stated Liquidation Amount of $50 per Trust Security plus accumulated and
    unpaid Distributions thereon to the date of payment (such amount being the
    "Trust Liquidation Distribution"), unless, in connection with such Trust
    Liquidation, Subordinated Debentures shall be distributed (as provided in
    Section 9.1(a)) on a Pro Rata basis to the Holders of the Trust Securities
    in exchange for such Trust Securities.

         (b) If, upon any such Trust Liquidation, the Trust Liquidation
    Distribution can be paid only in part because the Trust has insufficient
    assets available to pay in full the aggregate Trust Liquidation
    Distribution, then the amounts payable directly by the Trust on the Trust
    Securities shall be paid on a Pro Rata basis. The Holders of the Trust
    Common Securities will be entitled to receive distributions upon any such
    Trust

<PAGE>   63


    Liquidation Pro Rata with the Holders of the Trust Preferred Securities;
    provided, however, that if on any Distribution Date or Redemption Date a
    Debenture Event of Default shall have occurred and be continuing, no payment
    of any Distribution on, or the Redemption Price or Optional Redemption Price
    of, any Trust Common Security, and no other payment on account of the
    redemption, liquidation or other acquisition of Trust Common Securities,
    shall be made unless payment in full in cash of all accumulated and unpaid
    Distributions on all outstanding Trust Preferred Securities for all
    Distribution periods terminating on or prior thereto, or in the case of
    payment of the Redemption Price or Optional Redemption Price the full amount
    of such Redemption Price or Optional Redemption Price on all outstanding
    Trust Preferred Securities, shall have been made or provided for, and all
    funds immediately available to the Property Trustee shall first be applied
    to the payment in full in cash of all Distributions on, or the Redemption
    Price or Optional Redemption Price of, Trust Preferred Securities then due
    and payable.


                                    ARTICLE X

                              TRANSFER OF INTERESTS

         SECTION 10.1 Transfer and Exchange of Trust Securities.

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

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

         (c) At the option of the Holder, Trust Securities of any class (except
    a Global Security) may be exchanged for other Trust Securities of the same
    class, and of a like aggregate Liquidation Amount and tenor, upon surrender
    of the Trust Securities to be exchanged at the office of the Registrar.
    Whenever any Trust Securities are so surrendered for exchange, the
    Administrative Trustees shall execute, and the Property Trustee shall
    authenticate and deliver, the Trust Securities which the Holder making the
    exchange is entitled to receive.

         SECTION 10.2 Transfer of Certificates.

         The Administrative 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 Administrative 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 Administrative Trustees shall cause one or more new
Certificates to be issued 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


<PAGE>   64


satisfactory to the Administrative Trustees and the Property Trustee 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 Property Trustee. 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.

         SECTION 10.3 Deemed Security Holders.

         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 Holder of such
Certificate and of the Trust Securities represented by such Certificate for
purposes of receiving Distributions and for all other purposes whatsoever
(except as provided in Section 7.1(e)) and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such Certificate or in
the Trust Securities represented by such Certificate on the part of any Person,
whether or not the Trust shall have actual or other notice thereof.

         SECTION 10.4 Book Entry Interests.

         The Trust Preferred Securities Certificates, on original issuance, will
be issued in the form of one or more fully registered, global Trust Preferred
Security Certificates (each a "Global Certificate"), to be delivered to DTC, the
initial Clearing Agency, by, or on behalf of, the Trust. Such Global
Certificates shall initially be registered on the books and records of the Trust
in the name of Cede & Co., the nominee of DTC, and no Trust Preferred Security
Beneficial Owner will receive a definitive Trust Preferred Security Certificate
representing such Trust Preferred Security Beneficial Owner's interests in such
Global Certificates, except as provided in Section 10.7. Unless and until
definitive, fully registered Trust Preferred Security Certificates (the
"Definitive Trust Preferred Security Certificates") have been issued to the
Trust Preferred Security Beneficial Owners pursuant to Section 10.7:

         (a) the provisions of this Section 10.4 shall be in full force and
    effect;

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

         (c) to the extent that the provisions of this Section 10.4 conflict
    with any other provisions of this Declaration, the provisions of this
    Section 10.4 shall control; and

         (d) the rights of the Trust Preferred Security Beneficial Owners shall
    be exercised only through the Clearing Agency and shall be limited to those
    established by law and agreements between such Trust Preferred Security
    Beneficial Owners and the Clearing Agency and/or the Clearing Agency
    Participants and the Clearing Agency shall


<PAGE>   65


    receive and transmit payments of Distributions on the Global Certificates to
    such Clearing Agency Participants. The Clearing Agency will make book entry
    transfers among the Clearing Agency Participants; provided, that solely for
    the purposes of determining whether the Holders of the requisite amount of
    Trust Preferred Securities have voted on any matter provided for in this
    Declaration, so long as Definitive Trust Preferred Security Certificates
    have not been issued, the Trustees may conclusively rely on, and shall be
    fully protected in relying on, any written instrument (including a proxy)
    delivered to the Trustees by the Clearing Agency setting forth the Trust
    Preferred Security Beneficial Owners' votes or assigning the right to vote
    on any matter to any other Persons either in whole or in part.

         SECTION 10.5 Notices to Clearing Agency.

         Whenever a notice or other communication to the Trust Preferred
Security Holders is required under this Declaration, unless and until Definitive
Trust Preferred Security Certificates shall have been issued to the Trust
Preferred Security Beneficial Owners pursuant to Section 10.7, the Trustee or
Trustees required or authorized to give any such notice or communication shall
give all such notices and communications specified herein to be given to the
Trust Preferred Security Holders to the Clearing Agency, and shall have no
notice obligations to the Trust Preferred Security Beneficial Owners.

         SECTION 10.6 Appointment of Successor Clearing Agency.

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

         SECTION 10.7 Definitive Trust Preferred Security Certificates.

         If:

                  (a) a Clearing Agency elects to discontinue, or becomes
         ineligible to continue, its services as securities depositary with
         respect to the Trust Preferred Securities and a successor Clearing
         Agency is not appointed within 90 days after such discontinuance or
         ineligibility pursuant to Section 10.6, or

                  (b) the Administrative Trustees elect after consultation with
         the Sponsor to terminate the book entry system through the Clearing
         Agency with respect to the Trust Preferred Securities, or

                  (c)      there is a Trust Enforcement Event,

                  then:


<PAGE>   66

         (y) Definitive Trust Preferred Security Certificates shall be prepared
    by the Administrative Trustees on behalf of the Trust with respect to such
    Trust Preferred Securities; and

         (z) upon surrender of the Global Certificates by the Clearing Agency,
    accompanied by registration instructions, the Administrative Trustees shall
    cause Definitive Trust Preferred Security Certificates to be delivered to
    Trust Preferred Security Beneficial Owners in accordance with the
    instructions of the Clearing Agency. Neither the Trustees nor the Trust
    shall be liable for any delay in delivery of such instructions and each of
    them may conclusively rely on and shall be fully protected in relying on,
    said instructions of the Clearing Agency. The Definitive Trust Preferred
    Security Certificates shall be printed, lithographed or engraved or may be
    produced in any other manner as is reasonably acceptable to the
    Administrative Trustees, as evidenced by their execution thereof, and may
    have such letters, numbers or other marks of identification or designation
    and such legends or endorsements as the Administrative Trustees may deem
    appropriate, or as may be required to comply with any law or with any rule
    or regulation made pursuant thereto or with any rule or regulation of any
    stock exchange on which Trust Preferred Securities may be listed, or to
    conform to usage.

         SECTION 10.8 Mutilated, Destroyed, Lost or Stolen Certificates.

         If:

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

         (b) there shall be delivered to the Administrative Trustees and the
    Property Trustee such security or indemnity as may be required by them to
    keep each of them harmless, then, in the absence of notice that such
    Certificate shall have been acquired by a bona fide purchaser, any
    Administrative Trustee on behalf of the Trust shall execute and the Property
    Trustee shall authenticate and deliver, in exchange for or in lieu of any
    such mutilated, destroyed, lost or stolen Certificate, a new Certificate of
    like denomination. In connection with the issuance of any new Certificate
    under this Section 10.8, the Administrative Trustees or the Property Trustee
    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 Trust
    Securities, as if originally issued, whether or not the lost, stolen or
    destroyed Certificate shall be found at any time.

         SECTION 10.9 Cancellation.

         All Trust Securities surrendered for payment, redemption, transfer or
exchange shall, if surrendered to any Person other than the Property Trustee, be
delivered to the Property


<PAGE>   67


Trustee and shall be promptly canceled by it. A Holder may at any time deliver
to the Property Trustee for cancellation any Trust Securities previously
authenticated and delivered hereunder, which the Holder may have acquired in any
manner whatsoever, and all Trust Securities so delivered shall be promptly
canceled by the Property Trustee. No Trust Securities shall be authenticated in
lieu of or in exchange for any Trust Securities canceled as provided in this
Section, except as expressly permitted by this Declaration. All canceled Trust
Securities held by the Property Trustee shall be disposed of in accordance with
its customary procedures, and the Property Trustee shall thereafter deliver to
the Administrative Trustees a certificate with respect to such disposition.

         SECTION 10.10 Appointment of Registrar and Transfer Agent.

         The Administrative Trustees hereby appoint the Property Trustee, The
Bank of New York, as registrar and transfer agent with respect to the Trust
Securities.


                                   ARTICLE XI

                           LIMITATION OF LIABILITY OF
                          HOLDERS OF TRUST SECURITIES,
                               TRUSTEES OR OTHERS

         SECTION 11.1 Liability.

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

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

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

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

         SECTION 11.2 Exculpation.

         (a) No Company 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 Company Indemnified Person in good faith on
    behalf of the Trust and in a manner such Company Indemnified Person
    reasonably believed to be within the scope of the authority conferred


<PAGE>   68


    on such Company Indemnified Person by this Declaration or by law, except
    that a Company Indemnified Person shall be liable for any such loss, damage
    or claim incurred by reason of such Company Indemnified Person's gross
    negligence or willful misconduct with respect to such acts or omissions.

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

         SECTION 11.3 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 Property Trustee under the
    Trust Indenture Act), are agreed by the parties hereto to replace such other
    duties and liabilities of such Indemnified Person.

         (b) Unless otherwise expressly provided herein:

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

               (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 of Trust Securities,


         the Indemnified Person shall resolve such conflict of interest, take
         such action or provide such terms, considering in each case the
         relative interest of each party (including its own interest) to such
         conflict, agreement, transaction or situation and the benefits and
         burdens relating to such interests, any customary or accepted industry
         practices, and any applicable generally accepted accounting practices
         or principles. In the absence of bad faith by the Indemnified Person,
         the resolution, action or 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.


<PAGE>   69


         (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 11.4 Indemnification.

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

               (ii)  The Sponsor shall indemnify, to the fullest extent
         permitted by law, any Company Indemnified Person who was or is a party
         or is threatened to be made a party to any threatened, pending or
         completed action or suit by or in the right of the Trust to procure a
         judgment in its favor by reason of the fact that he is or was a Company
         Indemnified Person against expenses (including attorneys' fees)
         actually and reasonably incurred by him in connection with the defense
         or settlement of such action or suit if he acted in good faith and in a
         manner he reasonably believed to be in or not opposed to the best
         interests of the Trust 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

<PAGE>   70



         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 11.4(a), or in defense of any
         claim, issue or matter therein, he shall be indemnified, to the fullest
         extent permitted by law, against expenses (including attorneys' fees)
         actually and reasonably incurred by him in connection therewith.

               (iv)  Any indemnification under paragraphs (i) and (ii) of this
         Section 11.4(a) (unless ordered by a court) shall be made by the
         Sponsor only as authorized in the specific case upon a determination
         that indemnification of the Company Indemnified Person is proper in the
         circumstances because he has met the applicable standard of conduct set
         forth in paragraphs (i) and (ii). Such determination shall be made (1)
         by the Administrative Trustees by a majority vote of a quorum
         consisting of such Administrative Trustees who were not parties to such
         action, suit or proceeding, (2) if such a quorum is not obtainable, or,
         even if obtainable, if a quorum of disinterested Administrative
         Trustees so directs, by independent legal counsel in a written opinion,
         or (3) by the Holder of the Trust Common Securities.

               (v)   Expenses (including attorneys' fees) 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 11.4(a) shall be paid by the Sponsor in
         advance of the final disposition of such action, suit or proceeding
         upon receipt of an undertaking by or on behalf of such Company
         Indemnified Person to repay such amount if it shall ultimately be
         determined that he is not entitled to be indemnified by the Sponsor as
         authorized in this Section 11.4(a). Notwithstanding the foregoing, no
         advance shall be made by the Sponsor if a determination is reasonably
         and promptly made (i) by the Administrative Trustees by a majority vote
         of a quorum of disinterested Administrative Trustees, (ii) if such a
         quorum is not obtainable, or, even if obtainable, if a quorum of
         disinterested Administrative Trustees so directs, by independent legal
         counsel in a written opinion or (iii) the Holder of the Trust Common
         Securities, that, based upon the facts known to the Administrative
         Trustees, counsel or the Holder of the Trust Common Securities 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 not 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


<PAGE>   71


         conduct was unlawful. In no event shall any advance be made in
         instances where the Administrative Trustees, independent legal counsel
         or the Holder of the Trust Common Securities reasonably determine that
         such person deliberately breached his duty to the Trust or Holders of
         Trust Securities.

               (vi)  The indemnification and advancement of expenses provided
         by, or granted pursuant to, the other paragraphs of this Section
         11.4(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 shareholders or disinterested
         directors of the Sponsor or Holders of the Trust Preferred Securities
         or otherwise, both as to action in his official capacity and as to
         action in another capacity while holding such office. All rights to
         indemnification under this Section 11.4(a) shall be deemed to be
         provided by a contract between the Sponsor and each Company Indemnified
         Person who serves in such capacity at any time while this Section
         11.4(a) is in effect. Any repeal or modification of this Section
         11.4(a) shall not affect any rights or obligations then existing.

               (vii) The Sponsor or the Trust may purchase and maintain
         insurance on behalf of any person who is or was a Company Indemnified
         Person against any liability asserted against him and incurred by him
         in any such capacity, or arising out of his status as such, whether or
         not the Sponsor would have the power to indemnify him against such
         liability under the provisions of this Section 11.4(a).

               (viii) For purposes of this Section 11.4(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 11.4(a)
         with respect to the resulting or surviving entity as he would have with
         respect to such constituent entity if its separate existence had
         continued.

               (ix)  The indemnification and advancement of expenses provided
         by, or granted pursuant to, this Section 11.4(a) shall, unless
         otherwise provided when authorized or ratified, continue as to a Person
         who has ceased to be a Company Indemnified Person and shall inure to
         the benefit of the heirs, executors and administrators of such a
         Person.

         (b) To the fullest extent permitted by law, the Sponsor agrees to
    indemnify the (i) Property Trustee, (ii) the Delaware Trustee, (iii) any
    Affiliate of the Property Trustee and the Delaware Trustee, and (iv) any
    officers, directors, shareholders, members, partners, employees,
    representatives, custodians, nominees or agents of the Property Trustee and
    the Delaware Trustee (each of the Persons in (i) through (iv) being
    referred to as a "Fiduciary Indemnified Person") for, and to hold each
    Fiduciary Indemnified Person harmless against, any loss, damage, claim,

<PAGE>   72


    liability or expense including taxes (other than taxes based on the income
    of the Property Trustee or Delaware Trustee) incurred without negligence or
    bad faith on the part of the Property Trustee or Delaware Trustee arising
    out of or in connection with the acceptance or administration of the trust
    or trusts hereunder, including the costs and expenses (including reasonable
    legal fees and expenses) of defending itself against or investigating any
    claim or liability in connection with the exercise or performance of any of
    its powers or duties hereunder. The obligation to indemnify as set forth in
    this Section 11.4(b) shall survive the dissolution of the Trust and the
    termination of this Declaration.

         SECTION 11.5 Outside Businesses.

         Any Covered Person, the Sponsor, the Delaware Trustee and the Property
     Trustee (subject to Section 6.3(c)) may engage in or possess an interest
     in other business ventures of any nature or description, independently or
     with others, similar or dissimilar to the business of the Trust, and the
     Trust and the Holders of Trust Securities shall have no rights by virtue
     of this Declaration in and to such independent ventures or the income or
     profits derived therefrom, and the pursuit of any such venture, even if
     competitive with the business of the Trust, shall not be deemed wrongful
     or improper. No Covered Person, the Sponsor, the Delaware Trustee, nor the
     Property Trustee shall be obligated to present any particular investment
     or other opportunity to the Trust even if such opportunity is of a
     character that, if presented to the Trust, could be taken by the Trust,
     and any Covered Person, the Sponsor, the Delaware Trustee and the Property
     Trustee shall have the right to take for its own account (individually or
     as a partner or fiduciary) or to recommend to others any such particular
     investment or other opportunity. Any Covered Person, the Delaware Trustee
     and the Property Trustee may engage or be interested in any financial or
     other transaction with the Sponsor or any Affiliate of the Sponsor, or may
     act as depositary for, trustee or agent for, or act on any committee or
     body of Holders of, securities or other obligations of the Sponsor or its
     Affiliates.


                                   ARTICLE XII

                                   ACCOUNTING

         SECTION 12.1 Fiscal Year.

         The fiscal year ("Fiscal Year") of the Trust shall be the calendar
year.

         SECTION 12.2 Certain Accounting Matters.

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


<PAGE>   73


    Fiscal Year of the Trust by a firm of independent certified public
    accountants selected by the Administrative Trustees.

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

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

         SECTION 12.3 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 Subordinated Debentures held by the Property Trustee shall be
made directly to the Property Account and no other funds of the Trust shall be
deposited in the Property Account. The sole signatories for such accounts shall
be designated by the Administrative Trustees; provided, however, that the
Property Trustee shall designate the signatories for the Property Account.

         SECTION 12.4 Withholding.

         The Trust and the Administrative Trustees shall comply with all
withholding requirements under United States federal, state and local law. The
Trust shall request, and the Holders shall provide to the Trust, such forms or
certificates as are necessary to establish an exemption from withholding with
respect to each Holder, and any representations and forms as shall reasonably be
requested by the Trust to assist it in determining the extent of, and in
fulfilling, its withholding obligations. The Administrative Trustees shall file
required forms with applicable jurisdictions and, unless an exemption from
withholding is properly established by a Holder, shall remit amounts withheld
with respect to the Holder to applicable jurisdictions. To the extent that the
Trust is required to withhold and pay over any amounts to any authority with
respect to distributions or allocations to any Holder, the amount withheld shall
be deemed to be a distribution in the amount of the withholding to the Holder.
In the event of any claim 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. Notwithstanding
anything herein to the contrary, the Trust and the Administrative Trustees
shall, absent receipt of an opinion of nationally recognized tax counsel to the
contrary, withhold thirty-one percent (31%) (or such other rate as may be
imposed as a result of an amendment to the Code or such lower rate


<PAGE>   74

as may be imposed under an applicable income tax treaty) on the gross amount of
any Distributions on Trust Preferred Securities held by a Holder that is not a
"United States person" within the meaning of Section 7701(a)(30) of the Code.


                                  ARTICLE XIII

                             AMENDMENTS AND MEETINGS

         SECTION 13.1 Amendments.

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

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

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

               (ii)  unless, in the case of any proposed amendment which affects
         the rights, powers, duties, obligations or immunities of the Property
         Trustee, the Property Trustee shall have first received 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; 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)   cause the Trust to be taxable as a corporation;


<PAGE>   75


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

                     (D) cause the Trust to be deemed to be an Investment
               Company required to be registered under the 1940 Act.

         (c) In the event the consent of the Property Trustee, as the Holder of
    the Subordinated Debentures, is required under the Subordinated Indenture
    with respect to any amendment, modification or termination of the
    Subordinated Indenture or the Subordinated Debentures, the Property Trustee
    shall request the direction of the Holders of the Trust Securities with
    respect to such amendment, modification or termination and shall vote with
    respect to such amendment, modification or termination as directed by a
    Majority in Liquidation Amount of the Trust Securities voting together as a
    single class; provided, however, that where a consent under the Subordinated
    Indenture would require the consent of a Super Majority of the Holders of
    Subordinated Debentures the Property Trustee may only give such consent at
    the direction of the Holders of at least the proportion in Liquidation
    Amount of the Trust Securities which the relevant Super Majority represents
    of the aggregate principal amount of the Subordinated Debentures
    outstanding; provided, further, that the Property Trustee shall not be
    obligated to take any action in accordance with the directions of the
    Holders of the Trust Securities under this Section 13.1(c) unless the
    Property Trustee has obtained an Opinion of Counsel (which counsel shall be
    independent tax counsel) to the effect that for United States federal income
    tax purposes the Trust will continue to be classified as a grantor trust
    after consummation of such action and each Holder will be treated as owning
    an undivided beneficial ownership interest in the Subordinated Debentures.

         (d) At such time after the Trust has issued any Trust Securities that
    remain outstanding, any amendment that would (i) adversely affect the
    powers, preferences or special rights of the Trust Securities or (ii)
    provide for the dissolution, winding-up or termination of the Trust other
    than pursuant to the terms of this Declaration, may be effected only with
    the approval of the Holders of at least a Majority in Liquidation Amount of
    the Trust Securities affected thereby; provided, that if any amendment or
    proposal referred to in clause (i) hereof would adversely affect only the
    Trust Preferred Securities or the Trust 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 a Majority in Liquidation Amount of such class of Trust Securities.

         (e) Section 11.1(b) and this Section 13.1 shall not be amended without
    the consent of all of the Holders of the Trust Securities.

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

         (g) The rights of the Holders of the Trust Common Securities under
    Article VI


<PAGE>   76



    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 Trust Common Securities.

         (h) Notwithstanding Section 13.1(c), this Declaration may be amended
    by the Sponsor and the Trustees without the consent of the Holders of the
    Trust Securities:

               (i)   to cure any ambiguity;

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

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

               (iv)  to conform to any change in the 1940 Act or written change
         in interpretation or application of the rules and regulations
         promulgated thereunder by any legislative body, court, government
         agency or regulatory authority;

               (v)   to conform to any change in the Trust Indenture Act or
         written change in interpretation or application of the rules and
         regulations promulgated thereunder by any legislative body, court,
         government agency or regulatory authority; or

               (vi)  to modify, eliminate and add to any provision of this
         Declaration to such extent as may be necessary; provided, that such
         amendments do not have a material adverse effect on the rights,
         preferences or privileges of the Holders.

         SECTION 13.2 Meetings of the Holders of Trust Securities; Action by
Written Consent.

         (a) Meetings of the Holders of any class of Trust Securities may be
    called at any time by the Administrative Trustees (or as otherwise provided
    in this Declaration) to consider and act on any matter on which Holders of
    such class of Trust Securities are entitled to act under the terms of this
    Declaration, the Trust Guarantees, the rules of any stock exchange on which
    the Trust Preferred Securities are listed or admitted for trading, the
    Business Trust Act or other applicable law. The Administrative 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 Trust
    Securities. Such direction shall be given by delivering to the
    Administrative Trustees one or more notices in a writing stating that the
    signing Holders of Trust Securities wish to call a meeting and indicating
    the general or specific purpose for which the meeting is to be called. Any
    Holders of Trust Securities calling a meeting shall specify in writing the
    Certificates held by the Holders of Trust


<PAGE>   77


    Securities exercising the right to call a meeting and only those Trust
    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 Trust
    Securities, the following provisions shall apply to meetings of Holders of
    Trust Securities:

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

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

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

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


<PAGE>   78


         or by proxy or any other matter with respect to the exercise of any
         such right to vote.


                                   ARTICLE XIV

                           REPRESENTATIONS OF PROPERTY
                          TRUSTEE AND DELAWARE TRUSTEE

         SECTION 14.1 Representations and Warranties of Property Trustee.

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

         (a) The Property Trustee is a New York banking corporation with trust
    powers, duly organized, validly existing and in good standing under the laws
    of New York, with trust power and authority to execute and deliver, and to
    carry out and perform its obligations under the terms of, the Declaration;

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

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

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

         (e) The Property Trustee, pursuant to this Declaration, shall hold
    legal title to, and an ownership interest on behalf of the Holders of the
    Trust Securities, in the Subordinated Debentures and agrees that, except as
    expressly provided or contemplated by this Agreement, it will not create,
    incur or assume, or suffer to exist any mortgage, pledge, hypothecation,
    encumbrance, lien or other charge or security interest upon the Subordinated
    Debentures.


<PAGE>   79



         SECTION 14.2 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 power and authority to execute and deliver, and to
    carry out and perform its obligations under the terms of, the Declaration;

         (b) The Delaware Trustee has been authorized to perform its obligations
    under the Trust's certificate of trust and the Declaration. The Declaration,
    under Delaware law, 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 Delaware or federal banking authority is required for the
    execution, delivery or performance by the Delaware Trustee of the
    Declaration; and

         (d) The Delaware Trustee is an entity which has its principal place of
    business in the State of Delaware.


                                   ARTICLE XV

                                  MISCELLANEOUS

         SECTION 15.1 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 registered or certified mail, as follows:

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

                     AMCV Capital Trust I
                     c/o American Classic Voyages Co.
                     Two North Riverside Plaza
                     Chicago, Illinois 60606
                     Attention:

<PAGE>   80

         (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 other Trustees):

                     The Bank of New York
                     (Delaware)
                     [insert address]

         (c) if given to the Property Trustee, at its Corporate Trust Office to
    the attention of the Corporate Trustee Administration Department (or such
    other address as the Property Trustee may give notice of to the Holders of
    the Trust Securities and the other Trustees).

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

                     American Classic Voyages Co.
                     Two North Riverside Plaza
                     Chicago, Illinois  60606
                     Attention:

         (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 15.2 Governing Law.

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


<PAGE>   81


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

         SECTION 15.3 Intention of the Parties.

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

         SECTION 15.4 Acceptance of Terms of Declaration, Trust Guarantees and
Subordinated Indenture.

         THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN
BY OR ON BEHALF OF A HOLDER OR BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR
FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE
BY THE HOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY
OF ALL THE TERMS AND PROVISIONS OF THIS DECLARATION (AND SUCH HOLDER AND OTHERS
SHALL BE DEEMED TO BE A PARTY TO THIS DECLARATION), THE TRUST GUARANTEES AND THE
SUBORDINATED INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH
HOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS DECLARATION SHALL
BE BINDING, OPERATIVE AND EFFECTIVE ON THE TRUST AND SUCH HOLDER AND SUCH
OTHERS.


<PAGE>   82

         SECTION 15.5 Headings.

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

         SECTION 15.6 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 so expressed.

         SECTION 15.7 Partial Enforceability.

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

         SECTION 15.8 Counterparts.

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

         SECTION 15.9 Consolidations and Mergers.

         Upon any consolidation of the Sponsor with, or merger of the Sponsor
into, any other Person or any sale, transfer or lease of the properties and
assets of the Sponsor as, or substantially as, an entirety by the Sponsor, the
successor Person formed by such consolidation or into which the Sponsor is
merged or to which such sale, transfer or lease is made shall execute and
deliver to the Property Trustee an instrument of assumption in form satisfactory
to the Property Trustee whereby such successor expressly assumes the due and
punctual performance and observance of all of the covenants and conditions of
this Declaration to be performed by the Sponsor and such successor Person shall
thereupon succeed to, and be substituted for, and may exercise every right and
power of, the Sponsor under this Declaration with the same effect as if such
successor Person had been named originally as the Sponsor herein, and
thereafter, except in the case of a lease, the predecessor Person shall be
relieved of all obligations and covenants under this Declaration.
Notwithstanding the foregoing, the predecessor Person may elect, at its option,


<PAGE>   83



not to be so relieved of such obligations and covenants, provided that the
predecessor Person and the successor Person shall agree in writing to be
co-obligors jointly and severally with respect to all such obligations and
covenants. Concurrently with the delivery to the Property Trustee of such
instrument of assumption, the Sponsor shall deliver to the Property Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, transfer, sale or lease and the transactions effected in
connection therewith and the related instrument of assumption comply with this
Article and that all conditions precedent herein provided relating to such
transaction and assumption have been complied with.


<PAGE>   84


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

                                         AMERICAN CLASSIC VOYAGES CO.
                                         As Sponsor


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



                                         ADMINISTRATIVE TRUSTEES


                                         -----------------------------------
                                                  Philip C. Calian


                                         -----------------------------------
                                                  Jordan B. Allen


                                         -----------------------------------
                                                  Randall L. Talcott


                                         THE BANK OF NEW YORK,
                                         As Property Trustee


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

                                         Its:
                                             -----------------------------------

                                         THE BANK OF NEW YORK (DELAWARE),
                                         As Delaware Trustee



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

                                         Its:
                                             -----------------------------------

<PAGE>   85


                                                                     Exhibit A-1

Number of Trust Convertible
Preferred Securities: [     ]
TPSI-1

                                                           CUSIP NO. ___________

         FORM OF TRUST PREFERRED SECURITY CERTIFICATE


         [This Trust Preferred Security is a Global Certificate within the
meaning of the Declaration hereinafter referred to and is registered in the name
of The Depository Trust Company (the "Depositary") or a nominee of the
Depositary. This Trust Preferred Security is exchangeable for Trust Preferred
Securities registered in the name of a person other than the Depositary or its
nominee only in the limited circumstances described in the Declaration and no
transfer of this Trust Preferred Security (other than a transfer of this Trust
Preferred Security as a whole by the Depositary to a nominee of the Depositary
or by a nominee of the Depositary to the Depositary or another nominee of the
Depositary) may be registered except in limited circumstances.

         Unless this Trust Preferred Security is presented by an authorized
representative of The Depository Trust Company (55 Water Street, 49th Floor, New
York, New York 10041), a New York corporation, to El Paso Energy Capital Trust I
or its agent for registration of transfer, exchange, conversion or payment, and
any Trust Preferred Security issued is registered in the name of Cede & Co. or
such other name as requested by an authorized representative of the Depositary
and any payment hereon is made to Cede & Co. or such other entity as is
requested by an authorized representative of the Depositary, ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.]*

                CERTIFICATE EVIDENCING TRUST PREFERRED SECURITIES
                                       OF
                              AMCV CAPITAL I TRUST
                  _____% TRUST CONVERTIBLE PREFERRED SECURITIES
        (LIQUIDATION AMOUNT $50 PER TRUST CONVERTIBLE PREFERRED SECURITY)

         AMCV CAPITAL TRUST I, a statutory business trust created under the laws
of the State of Delaware (the "Trust"), hereby certifies that
___________________ (the "Holder") is the registered owner of _________ [or such
lesser or greater amount as shall be noted on the



------------------------------
*Insert in Global Certificates



<PAGE>   86



Schedule attached hereto]** preferred securities of the Trust representing
undivided beneficial ownership interests in the assets of the Trust designated
the _____% Trust Convertible Preferred Securities (Liquidation Amount $50 per
Trust Convertible Preferred Security) (the "Trust Preferred Securities"). The
Trust Preferred Securities are freely transferable on the books and records of
the Trust, in person or by a duly authorized attorney, upon surrender of this
certificate duly endorsed and in proper form for transfer. The designation,
rights, powers, privileges, restrictions, preferences and other terms and
provisions of the Trust Preferred Securities represented hereby are set forth
in, issued under and shall in all respects be subject to the provisions of the
Amended and Restated Declaration of Trust of the Trust dated as of ________,
2000, as the same may be amended from time to time (the "Declaration").
Capitalized terms used herein but not defined shall have the meanings given them
in the Declaration. The Holder is entitled to the benefits of the Trust
Preferred Securities Guarantee to the extent provided therein. Each Holder of a
Trust Preferred Security, by acceptance of this Certificate and each certificate
owner, by acquisition of a beneficial interest in a Certificate, agrees to treat
the Subordinated Debentures as indebtedness for United States federal income tax
purposes. The Sponsor will provide a copy of the Declaration, the Trust
Preferred Securities Guarantee and the Subordinated Indenture to a Holder
without charge upon written request to the Trust at its principal place of
business.

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

         IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has
executed this certificate this ___ day of __________.

                                          AMCV CAPITAL TRUST I


                                          ------------------------------
                                          As Administrative Trustee




                       (See reverse for additional terms)


-------------------------------------
**Insert in Global Certificates only.



<PAGE>   87


                          CERTIFICATE OF AUTHENTICATION

This is one of the Trust Preferred Securities described in the within-mentioned
Declaration.


                                     THE BANK OF NEW YORK,
                                     AS TRUSTEE



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



                          [FORM OF REVERSE OF SECURITY]

         Holders of Trust Preferred Securities shall be entitled to receive
cumulative cash distributions at a rate per annum of _____% of the stated
Liquidation Amount of $50 per Trust Preferred Security. Distributions on the
Trust Preferred Securities shall, from the Closing Date, accumulate and be
cumulative and shall be payable quarterly only to the extent that the Trust has
funds available for the payment of such distributions in the Property Account.
Distributions not paid on the scheduled quarterly payment date will accumulate
and compound quarterly (to the extent permitted by applicable law) at the rate
of ______% per annum. The term "Distributions" as used herein shall mean
ordinary cumulative distributions in respect of each Fiscal Period together with
any such Compounded Distributions. Amounts available to the Trust for
distribution to the holders of the Trust Preferred Securities will be limited to
payments received by the Trust from the Company on the Subordinated Debentures
or on the Trust Preferred Securities Guarantee. If and to the extent that the
Company makes a payment on the Subordinated Debentures held by the Property
Trustee or under the Trust Preferred Securities Guarantee (the amount of any
such payment being a "Payment Amount"), the Trust shall and the Property Trustee
is directed, to the extent funds are available for that purpose, to make a Pro
Rata Distribution of the Payment Amount to Holders.

         The amount of Distributions payable for any period will be computed for
any full quarterly Distribution period on the basis of a 360-day year of twelve
30-day months, and for any period shorter than a full quarterly Distribution
period on the basis of the actual number of days elapsed in a 90-day quarter.

         Except as otherwise described herein, Distributions on the Trust
Preferred Securities will be cumulative, will accumulate from the Closing Date
and will be payable quarterly in arrears, on March 31, June 30, September 30 and
December 31 of each year, commencing on


<PAGE>   88


__________, 2000, if, as and when available for payment by the Property Trustee.
The Company has the right under the Subordinated Indenture to defer payments of
interest by extending the interest payment period from time to time on the
Subordinated Debentures for a period not exceeding 20 consecutive quarters (each
an "Extension Period"); provided, that no Extension Period shall last beyond the
date of the maturity or any redemption date of the Subordinated Debentures and,
as a consequence of such deferral, Distributions will also be deferred. Despite
such deferral, quarterly Distributions will continue to accrue with interest
thereon (to the extent permitted by applicable law) at the rate specified above
compounded quarterly during any such Extension Period. Prior to the termination
of any such Extension Period, the Company may further extend such Extension
Period; provided, that such Extension Period together with all such previous and
further extensions thereof may not exceed 20 consecutive quarters or extend
beyond the maturity or any redemption date of the Subordinated Debentures.

         Distributions will be payable to the Holders of record of Trust
Preferred Securities as they appear on the books and records of the Trust on the
relevant record dates, which will be the 15th day of the month of the relevant
payment dates (that is, each March 15, June 15, September 15 and December 15).
In the event that any date on which Distributions are payable is not a Business
Day, payment of such Distribution shall be made on the next succeeding day which
is a Business Day (without any interest or other payment in respect of any such
delay) except that, if such Business Day falls in the next succeeding calendar
year, such payment shall be made on the immediately preceding Business Day, with
the same force and effect as if made on such date. Payments of accumulated
Distributions will be payable to Holders of record of Trust Preferred Securities
as they appear on the books and records of the Trust on the record date with
respect to the payment date for the Trust Preferred Securities which corresponds
to the payment date fixed by the Company with respect to the payment of amounts
due on the Subordinated Debentures.

         The Trust Preferred Securities shall be redeemable and convertible as
provided in the Declaration.



<PAGE>   89


                                   ASSIGNMENT



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


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

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

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


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



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

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

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

                    (Insert address and zip code of assignee)


and irrevocably appoints


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

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

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


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


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



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


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



<PAGE>   90



                              NOTICE OF CONVERSION



         To:   The Bank of New York
               Conversion Agent for AMCV Capital Trust I


         The undersigned owner of this Trust Preferred Security or Trust
Preferred Securities hereby irrevocably exercises the option to convert this
Trust Preferred Security or Trust Preferred Securities, or the portion
designated below, into Common Stock of American Classic Voyages Co., or its
successor, (the "Common Stock") in accordance with the terms of the Amended and
Restated Declaration of Trust (as amended from time to time, the "Declaration"),
dated as of ___________, 2000, among Philip C. Calian, Jordan B. Allen and
Randall L. Talcott, as Administrative Trustees, The Bank of New York (Delaware)
as Delaware Trustee, The Bank of New York, as Property Trustee, American Classic
Voyages Co., as Sponsor, and the Holders, from time to time, of undivided
beneficial interests in the Trust to be issued pursuant to the Declaration.
Pursuant to the aforementioned exercise of the option to convert the Trust
Preferred Security or Trust Preferred Securities, the undersigned hereby directs
the Conversion Agent (as that term is defined in the Declaration) to (i)
exchange such Trust Preferred Security or Trust Preferred Securities for a
portion of the Subordinated Debentures (as that term is defined in the
Declaration) held by the Trust (at the rate of exchange specified in the
Declaration) and (ii) immediately convert such Subordinated Debentures on behalf
of the undersigned, into Common Stock (at the conversion rate specified in the
Declaration).

         The undersigned also hereby directs the Conversion Agent that the
shares of Common Stock issuable and deliverable upon conversion, together with
any check in payment for fractional shares, be issued in the name of and
delivered to the undersigned, unless a different name has been indicated in the
assignment below. If shares are to be issued in the name of a person other than
the undersigned, the undersigned will pay all transfer taxes payable with
respect thereto.



         Date:
              -----------------------------
                     in whole
                             --------------
                     in part                   Number of Trust Preferred
                             --------------    Securities to be converted
                                               ($50 Liquidation Amount or
                                               integral multiples thereof):

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



<PAGE>   91





                                                     If a name or names other
                                                     than the undersigned,
                                                     please indicate in the
                                                     spaces below the name or
                                                     names in which the shares
                                                     of Common Stock are to be
                                                     issued, along with the
                                                     address or addresses of
                                                     such person or persons.

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

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

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

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

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

                                                     Signature (for conversion
                                                     only) Please Print or
                                                     Typewrite Name and Address,
                                                     Including Zip Code, and
                                                     Social Security or Other
                                                     Identifying Number

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

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

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

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

                                                     ---------------------------
                                                     (Name, Address (including
                                                     zip code) and Social
                                                     Security or Tax ID No.)



Signature Guarantee: *

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

*     Signature must be guaranteed by an institution which is a member of one of
      the following recognized Signature Guaranty Programs: (i) The Securities
      Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange
      Medallion Program (MSP); (iii) The Stock Exchange Medallion Program
      (SEMP); or (iv) in such other guarantee programs acceptable to the
      Conversion Agent.


<PAGE>   92

                                    SCHEDULE*



                  The notations on the following table evidence decreases in the
number of Trust Preferred Securities evidenced by this Global certificate
resulting from exchanges made in connection with conversions or increases
resulting from the exercise of the Over-Allotment Option.


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
DECREASE OR INCREASE IN            NUMBER OF TRUST                         NOTATION MADE BY
NUMBER OF TRUST PREFERRED          TRUST PREFERRED SECURITIES              REGISTRAR
SECURITIES                         AFTER SUCH DECREASE OR
                                   INCREASE
<S>                                <C>                                     <C>
-------------------------------------------------------------------------------------------

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

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

-------------------------------------------------------------------------------------------
</TABLE>


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

*        Insert in Global Certificates only.




<PAGE>   93



                                                                     Exhibit A-2

Number of Trust Convertible
Common Securities: [          ]
TCSI-

                    FORM OF TRUST COMMON SECURITY CERTIFICATE

           CERTIFICATE EVIDENCING TRUST CONVERTIBLE COMMON SECURITIES
                                       OF
                              AMCV CAPITAL TRUST I
                   ______% TRUST CONVERTIBLE COMMON SECURITIES
         (LIQUIDATION AMOUNT $50 PER TRUST CONVERTIBLE COMMON SECURITY)


     AMCV CAPITAL TRUST I, a statutory business trust created under the laws of
the State of Delaware (the "Trust"), hereby certifies that American Classic
Voyages Co., a Delaware corporation (the "Holder"), is the registered owner of
_______ common securities of the Trust representing undivided beneficial
ownership interests in the assets of the Trust designated the _____% Trust
Convertible Common Securities (Liquidation Amount $50 per Trust Convertible
Common Security) (the "Trust Common Securities"). The designation, rights,
powers, privileges, restrictions, preferences and other terms and provisions of
the Trust Common Securities represented hereby are set forth in, issued under
and shall in all respects be subject to the provisions of the Amended and
Restated Declaration of Trust of the Trust dated as of _________, 2000, as the
same may be amended from time to time (the "Declaration"). Capitalized terms
used herein but not defined shall have the meanings given them in the
Declaration. The Holder is entitled to the benefits of the Trust Common
Securities Guarantee to the extent provided therein. Each Holder of a Trust
Common Security, by acceptance of this Certificate, agrees to treat the
Subordinated Debentures as indebtedness for United States federal income tax
purposes. The Sponsor will provide a copy of the Declaration, the Trust Common
Securities Guarantee and the Subordinated Indenture to a Holder without charge
upon written request to the Sponsor at its principal place of business. THE
TRUST COMMON SECURITIES ARE TRANSFERABLE ON THE BOOKS AND RECORDS OF THE TRUST
ONLY IN ACCORDANCE WITH THE TERMS OF THE DECLARATION.

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

                  IN WITNESS WHEREOF, one of the Administrative Trustees of the
Trust has executed this certificate this ____day of __________.

                                                 AMCV CAPITAL TRUST I

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



                                      A-2-1

<PAGE>   94



                          CERTIFICATE OF AUTHENTICATION


                  This is one of the Trust Common Securities described in the
within-mentioned Declaration.



                                            THE BANK OF NEW YORK, AS TRUSTEE





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





                       (See reverse for additional terms)





                          [FORM OF REVERSE OF SECURITY]





                  Holders of Trust Common Securities shall be entitled to
receive cumulative cash distributions at a rate per annum of ____% of the stated
Liquidation Amount of $50 per Trust Common Security. Distributions on the Trust
Common Securities shall, from the date of original issue, accumulate and be
cumulative and shall be payable quarterly only to the extent that the Trust has
funds available for the payment of such distributions in the Property Account.
Distributions not paid on the scheduled quarterly payment date will accumulate
and compound quarterly (to the extent permitted by applicable law) at the rate
of ____% per annum. The term "Distributions" as used herein shall mean ordinary
cumulative distributions in respect of each Fiscal Period together with any such
Compounded Distributions. Amounts available to the Trust for distribution to the
holders of the Trust Common Securities will be limited to payments received by
the Trust from the Company on the Subordinated Debentures or on the Trust Common
Securities Guarantee. If and to the extent that the Company makes a payment on
the Subordinated Debentures held by the Property Trustee or under the Trust
Common Securities Guarantee (the amount of any such payment being a "Payment
Amount"), the Trust shall and the Property Trustee is directed, to the extent
funds are available for that purpose, to make a Pro Rata Distribution of the
Payment Amount to Holders.


<PAGE>   95

                  The amount of Distributions payable for any period will be
computed for any full quarterly Distribution period on the basis of a 360-day
year of twelve 30-day months, and for any period shorter than a full quarterly
Distribution period on the basis of the actual number of days elapsed in a
90-day quarter.

                  Except as otherwise described herein, distributions on the
Trust Common Securities will be cumulative, will accumulate from the Closing
Date and will be payable quarterly in arrears, on March 31, June 30, September
30 and December 31 of each year, commencing on ________, 2000 if, as and when
available for payment by the Property Trustee. The Company has the right under
the Subordinated Indenture to defer payments of interest by extending the
interest payment period from time to time on the Subordinated Debentures for a
period not exceeding 20 consecutive quarters (each an "Extension Period");
provided, that no Extension Period shall last beyond the date of the maturity or
any redemption date of the Subordinated Debentures and, as a consequence of such
deferral, Distributions will also be deferred. Despite such deferral, quarterly
Distributions will continue to accrue with interest thereon (to the extent
permitted by applicable law) at the rate specified above compounded quarterly
during any such Extension Period. Prior to the termination of any such Extension
Period, the Company may further extend such Extension Period; provided, that
such Extension Period together with all such previous and further extensions
thereof may not exceed 20 consecutive quarters or extend beyond the maturity or
any redemption date of the Subordinated Debentures.

                  Distributions will be payable to the Holders of record of
Trust Common Securities as they appear on the books and records of the Trust on
the relevant record dates, which will be the fifteenth day of the month of the
relevant payment dates (that is, each March 15, June 15, September 15 and
December 15). In the event that any date on which distributions are payable is
not a Business Day, payment of the Distribution shall be made on the next
succeeding day which is a Business Day (without any interest or other payment in
respect of any such delay) except that, if such Business Day falls in the next
succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on such date. Payments of accumulated Distributions will be payable to Holders
of record of Trust Common Securities as they appear on the books and records of
the Trust on the record date with respect to the payment date for the Trust
Common Securities which corresponds to the payment date fixed by the Company
with respect to amounts due on the Subordinated Debentures.

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




<PAGE>   96



                                   ASSIGNMENT



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

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

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

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

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

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

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

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

                    (Insert address and zip code of assignee)


and irrevocably appoints

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

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

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

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



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

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


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



<PAGE>   97



                              NOTICE OF CONVERSION



                  To:   The Bank of New York
                        Conversion Agent for AMCV Capital Trust I


                  The undersigned owner of this Trust Common Security or Trust
Common Securities hereby irrevocably exercises the option to convert this Trust
Common Security or Trust Common Securities, or the portion designated below,
into Common Stock of American Classic Voyages Co., or its successor, (the
"Common Stock") in accordance with the terms of the Amended and Restated
Declaration of Trust (as amended from time to time, the "Declaration"), dated
as of ________, 2000, among Philip C. Calian, Jordan B. Allan and Randall L.
Talcott, as Administrative Trustees, The Bank of New York (Delaware), as
Delaware Trustee, The Bank of New York, as Property Trustee, American Classic
Voyages Co., as Sponsor, and the Holders, from time to time, of undivided
beneficial interests in the Trust to be issued pursuant to the Declaration.
Pursuant to the aforementioned exercise of the option to convert the Trust
Common Security or Trust Common Securities, the undersigned hereby directs the
Conversion Agent (as that term is outlined in the Declaration) to (i) exchange
such Trust Common Security or Trust Common Securities for a portion of the
Subordinated Debentures (as that term is defined in the Declaration) held by
the Trust (at the rate of exchange specified in the Declaration) and (ii)
immediately convert such Subordinated Debentures on behalf of the undersigned,
into Common Stock (at the conversion rate specified in the Declaration).

                  The undersigned also hereby directs the Conversion Agent that
the shares of Common Stock issuable and deliverable upon conversion, together
with any check in payment for fractional shares, be issued in the name of and
delivered to the undersigned, unless a different name has been indicated in the
assignment below. If shares are to be issued in the name of a person other than
the undersigned, the undersigned will pay all transfer taxes payable with
respect thereto.

                  Date:
                        ---------------------
                            in whole
                                    ---------
                            in part                 Number of Trust Common
                                   ----------       Securities to be converted
                                                    ($50 Liquidation Amount or
                                                    integral multiples thereof):

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



<PAGE>   98


                                                     If a name or names other
                                                     than the undersigned,
                                                     please indicate in the
                                                     spaces below the name or
                                                     names in which the shares
                                                     of Common Stock are to be
                                                     issued, along with the
                                                     address or addresses of
                                                     such person or persons.

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

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

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

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

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

                                                     Signature (for conversion
                                                     only) Please Print or
                                                     Typewrite Name and Address,
                                                     Including Zip Code, and
                                                     Social Security or Other
                                                     Identifying Number

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

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

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

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

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

                                                     (Name, Address (including
                                                     zip code) and Social
                                                     Security or Tax ID No.)



Signature Guarantee: *

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

*        Signature must be guaranteed by an institution which is a member of one
         of the following recognized Signature Guaranty Programs: (i) The
         Securities Transfer Agent Medallion Program (STAMP); (ii) The New York
         Stock Exchange Medallion Program (MSP); (iii) The Stock Exchange
         Medallion Program (SEMP); or (iv) in such other guarantee programs
         acceptable to the Conversion Agent.