<PAGE>   1
                                                                  EXHIBIT 4.2

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


                              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 FEBRUARY 22, 2000

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

                              AMCV CAPITAL TRUST I

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




<PAGE>   2


                             CROSS-REFERENCE TABLE*

Section of Trust Indenture Act                                   Section of
of 1939, as amended                                              Declaration

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
316   (a).................................................................8.2
      (c)..............................................................3.6(e)


*     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>
<CAPTION>

ARTICLE I
<S>                                                                            <C>

         INTERPRETATION AND DEFINITIONS..........................................1

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

ARTICLE II

         TRUST INDENTURE ACT....................................................12

SECTION 2.1    Trust Indenture Act; Application.................................12

SECTION 2.2    Lists of Holders of Trust Securities.............................13

SECTION 2.3    Reports by the Property Trustee..................................13

SECTION 2.4    Periodic Reports to Property Trustee.............................13

SECTION 2.5    Evidence of Compliance with Conditions Precedent.................13

SECTION 2.6    Trust Enforcement Events; Waiver.................................14

SECTION 2.7    Trust Enforcement Event; Notice..................................15

ARTICLE III

         ORGANIZATION...........................................................16

SECTION 3.1     Name............................................................16

SECTION 3.2     Office..........................................................16

SECTION 3.3     Purpose.........................................................16

SECTION 3.4     Authority.......................................................16

SECTION 3.5     Title to Property of the Trust..................................16

SECTION 3.6     Powers and Duties of the Administrative Trustees................17

SECTION 3.7     Prohibition of Actions by the Trust and the Trustees............19

SECTION 3.8     Powers and Duties of the Property Trustee.......................20
</TABLE>


                                       i


<PAGE>   4


<TABLE>
<CAPTION>
<S>                                                                            <C>

SECTION 3.9     Certain Duties and Responsibilities of the Property Trustee.....22

SECTION 3.10    Certain Rights of the Property Trustee..........................23

SECTION 3.11    Delaware Trustee................................................26

SECTION 3.12    Execution of Documents..........................................26

SECTION 3.13    Not Responsible for Recitals or Issuance of Trust Securities....26

SECTION 3.14    Duration of Trust...............................................27

SECTION 3.15    Mergers.........................................................27

SECTION 3.16    Compensation....................................................28

ARTICLE IV

         SPONSOR................................................................29

SECTION 4.1     Responsibilities of the Sponsor.................................29

SECTION 4.2     Indemnification and Expenses of the Trustee.....................30

ARTICLE V

         TRUST COMMON SECURITIES HOLDER.........................................30

SECTION 5.1     Company's Purchase of Trust Common Securities...................30

SECTION 5.2     Covenants of the Trust Common Securities Holder.................30

ARTICLE VI

         TRUSTEES...............................................................31

SECTION 6.1     Number of Trustees..............................................31

SECTION 6.2     Delaware Trustee................................................31

SECTION 6.3     Property Trustee; Eligibility...................................31

SECTION 6.4     Qualifications of Administrative Trustees and
                Delaware Trustee Generally......................................32

SECTION 6.5     Administrative Trustees.........................................32

SECTION 6.6     Delaware Trustee................................................33

</TABLE>


                                       ii

<PAGE>   5


<TABLE>
<CAPTION>
<S>                                                                            <C>

SECTION 6.7     Appointment, Removal and Resignation of Trustees................33

SECTION 6.8     Vacancies among Trustees........................................35

SECTION 6.9     Effect of Vacancies.............................................35

SECTION 6.10    Meetings........................................................35

SECTION 6.11    Delegation of Power.............................................36

SECTION 6.12    Merger, Conversion, Consolidation or Succession to business.....36

ARTICLE VII

         DISTRIBUTIONS; REDEMPTION; EXCHANGE; CONVERSION........................36

SECTION 7.1     Distributions...................................................36

SECTION 7.2     Redemption......................................................38

SECTION 7.3     Conversion......................................................41

SECTION 7.4     Trust Special Event Exchange or Redemption......................44

SECTION 7.5     Payment Procedures..............................................46

SECTION 7.6     Tax Reporting, Etc..............................................46

SECTION 7.7     Payment of Additional Sums by the Property Trustee..............46

SECTION 7.8     Payments under Indenture........................................46

ARTICLE VIII

         ISSUANCE OF TRUST SECURITIES...........................................47

SECTION 8.1     Designation and General Provisions Regarding Trust Securities...47

SECTION 8.2     Voting Rights of Trust Preferred Securities.....................49

SECTION 8.3     Voting Rights of Trust Common Securities........................51

SECTION 8.4     Paying Agent....................................................52

SECTION 8.5     Listing.........................................................53

SECTION 8.6     Acceptance of Trust Guarantees..................................53
</TABLE>


                                      iii

<PAGE>   6

<TABLE>
<CAPTION>
<S>                                                                            <C>

ARTICLE IX

         DISSOLUTION AND LIQUIDATION OF THE TRUST...............................53

SECTION 9.1     Dissolution of Trust............................................53

SECTION 9.2     Liquidation Distribution Upon Dissolution of the Trust..........54

ARTICLE X

         TRANSFER OF INTERESTS..................................................55

SECTION 10.1    Transfer and Exchange of Trust Securities.......................55

SECTION 10.2    Transfer of Certificates........................................55

SECTION 10.3    Deemed Security Holders.........................................56

SECTION 10.4    Book Entry Interests............................................56

SECTION 10.5    Notices to Clearing Agency......................................57

SECTION 10.6    Appointment of Successor Clearing Agency........................57

SECTION 10.7    Definitive Trust Preferred Security Certificates................57

SECTION 10.8    Mutilated, Destroyed, Lost or Stolen Certificates...............58

SECTION 10.9    Cancellation....................................................58

SECTION 10.10   Appointment of Registrar and Transfer Agent.....................59

SECTION 10.11   Legends on Certificates. The Non U.S. Citizen Global Certificate
and any Definitive Trust Preferred Security Certificates held by a Holder who is
not a Citizen of the United States shall been the following legend:.............59

ARTICLE XI

         LIMITATION OF LIABILITY OF HOLDERS OF TRUST SECURITIES
         TRUSTEES OR OTHERS.....................................................60

SECTION 11.1    Liability.......................................................60

SECTION 11.2    Exculpation.....................................................61

SECTION 11.3    Fiduciary Duty..................................................61

SECTION 11.4    Indemnification.................................................62
</TABLE>

                                       iv

<PAGE>   7

<TABLE>
<CAPTION>
<S>                                                                            <C>

SECTION 11.5    Outside Businesses..............................................65

ARTICLE XII

         ACCOUNTING.............................................................65

SECTION 12.1    Fiscal Year.....................................................66

SECTION 12.2    Certain Accounting Matters......................................66

SECTION 12.3    Banking.........................................................66

SECTION 12.4    Withholding.....................................................66

ARTICLE XIII

         AMENDMENTS AND MEETINGS................................................67

SECTION 13.1    Amendments......................................................67

SECTION 13.2    Meetings of the Holders of Trust Securities; Action by
                Written Consent.................................................69

ARTICLE XIV

         REPRESENTATIONS OF PROPERTY TRUSTEE AND DELAWARE TRUSTEE...............71

SECTION 14.1    Representations and Warranties of Property Trustee..............71

SECTION 14.2    Representations and Warranties of Delaware Trustee..............71

ARTICLE XV

         MISCELLANEOUS..........................................................72

SECTION 15.1    Notices.........................................................72

SECTION 15.2    Governing Law...................................................73

SECTION 15.3    Intention of the Parties........................................74

SECTION 15.4    SECTION 15.4 Acceptance of Terms of Declaration, Trust Guarantees
                and Subordinated Indenture......................................74

SECTION 15.5    Headings........................................................74

SECTION 15.6    Successors and Assigns..........................................74
</TABLE>


                                       v

<PAGE>   8

<TABLE>
<CAPTION>
<S>                                                                            <C>

SECTION 15.7    Partial Enforceability..........................................74

SECTION 15.8    Counterparts....................................................75

SECTION 15.9    Consolidations and Mergers......................................75
</TABLE>



                                       vi
<PAGE>   9


                              AMENDED AND RESTATED

                              DECLARATION OF TRUST

                                       OF

                              AMCV CAPITAL TRUST I

     AMENDED AND RESTATED DECLARATION OF TRUST (the "Declaration"), dated and
effective as of February 22, 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.

                                   ARTICLE I

                         INTERPRETATION AND DEFINITIONS

     SECTION 1.1 Definitions.

     For all purposes of this Declaration, unless the context otherwise
requires:

     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;

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


<PAGE>   10


     all references to "the Declaration" or "this Declaration" are to this
Declaration as modified, supplemented or amended from time to time;

     all references in this Declaration to Articles and Sections and Exhibits
are to Articles and Sections and Exhibits to this Declaration unless otherwise
specified;

     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

     a reference to the singular includes the plural and vice versa;

     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

     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.

     "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.




                                       2
<PAGE>   11


     "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 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.



                                       3
<PAGE>   12

     "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.

     "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 101 Barclay Street, Floor 21 West, New York,
New York 10286.

     "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




                                        4
<PAGE>   13

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.

     "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.


                                       5
<PAGE>   14


     "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 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 B.

     "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



                                        6
<PAGE>   15

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;

          (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 periods
commencing on each of the dates set forth below:

         Date                                                     Percentage

         February 19, 2003......................................   104.90%
         February 15, 2004......................................   104.20%
         February 15, 2005......................................   103.50%
         February 15, 2006......................................   102.80%
         February 15, 2007......................................   102.10%



                                       7
<PAGE>   16

         February 15, 2008......................................   101.40%
         February 15, 2009......................................   100.70%
         February 15, 2010 and thereafter.......................   100.00%


     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 at the redemption price specified
therein.

     "Over-Allotment Option" means the option granted by the Trust to the
several underwriters to purchase up to 300,000 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 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.


                                       8
<PAGE>   17

     "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, when used with respect to the Property
Trustee, any officer within the corporate trust department of the Property
Trustee, including any vice president, assistant vice president, assistant
secretary, assistant treasurer, trust officer or any other office of the
Property Trustee who customarily performs functions similar to those performed
by the Persons who at the time shall be such officers, respectively, or to whom
any corporate trust matter is referred because of such person's knowledge of and
familiarity with the particular subject and who shall have direct responsibility
for the administration of this Declaration.

     "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
Subordinated Indenture, initially The Bank of New York.

     "Subordinated Debentures" means up to $103,092,800 aggregate principal
amount ($118,556,750 aggregate principal amount if the Over-Allotment Option is
exercised in full) of the Sponsor's 7% Convertible Subordinated Debentures due
2015 issued or to be issued pursuant to the Subordinated Indenture.

     "Subordinated Indenture" means the Junior Convertible Subordinated
Indenture, dated as of February 22, 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(b) of this
Declaration.


                                       9
<PAGE>   18


     "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 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 February 22, 2000, entered into by
the Company, as Guarantor, for the benefit of the holders of the Trust Common
Securities.



                                       10
<PAGE>   19

     "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 Securities Guarantee.

     "Trust Preferred Securities Guarantee" means the Trust Convertible
Preferred Securities Guarantee Agreement dated as of February 22, 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.



                                       11
<PAGE>   20
          "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 February 15, 2000, among the Company, the Trust, and the several
underwriters named therein.

                                   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.



                                       12
<PAGE>   21

          (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) semi-annually, not later
     than May 15 and November 15 in each year, 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 the preceeding
     April 30 or October 31, as the case may be, and (ii) at such other time as
     the Property Trustee may request in writing, within 30 days after the
     receipt by the Trust of any such request, a List of Holders as of a date no
     more than 15 days prior to the time such List of Holders is furnished. 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
     Section 312 of the Trust Indenture Act.

          SECTION 2.3 Reports by the Property Trustee.

          The Property Trustee shall transmit to the Holders of the Trust
Preferred Securities such reports concerning the Property Trustee and its
actions under this Declaration as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided pursuant thereto. Reports
so required to be transmitted at stated intervals of not more than 12 months
shall be transmitted no later than April 15 in each calendar year with respect
to the 12-month period ending on the previous February 15, commencing February
15, 2001. A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Property Trustee with each stock exchange upon which
the Trust Securities are listed, with the Commission and with the Sponsor. The
Sponsor shall promptly notify the Property Trustee when any Trust Securities are
listed for trading on any stock exchange and of any delisting thereof.

          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.




                                       13
<PAGE>   22

          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 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




                                       14
<PAGE>   23


          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 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.



                                       15
<PAGE>   24


                                   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 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 Sections 3.6(c) and 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 interest in the assets of the
Trust.



                                       16
<PAGE>   25


          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:

               (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;



                                       17
<PAGE>   26


          (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 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:



                                       18
<PAGE>   27


               (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
          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 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 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;




                                       19
<PAGE>   28

               (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 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 dissolution and
          liquidation of the Trust upon the occurrence of any event described in
          Section 9.1(a), 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



                                       20
<PAGE>   29

          $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 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



                                       21
<PAGE>   30

the Property Trustee shall not take any action that is inconsistent with the
purposes and functions of the Trust set out in Section 3.3.

          SECTION 3.9 Certain Duties and Responsibilities of the Property
Trustee.

          (a) The Property Trustee, before the occurrence of any 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




                                       22
<PAGE>   31

          Trustee shall not be liable with respect to any action taken or
          omitted to be taken by it in good faith in accordance with the
          direction of the Holders of not less than a Majority in Liquidation
          Amount of the 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



                                       23
<PAGE>   32


          believed by it to be genuine and to have been signed, sent or
          presented by the proper party or parties;

               (ii) any request, direction, order or demand of the Sponsor or
          the Administrative Trustees mentioned herein 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 prior to 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;

               (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 of its
          selection or other experts and the advice or opinion of such counsel
          and experts shall be full and complete authorization and protection in
          respect of any action taken, suffered or omitted by it hereunder in
          good faith and in reliance thereon; 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 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;




                                       24
<PAGE>   33

               (viii) 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;

               (ix) 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;

               (x) 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

               (xi) 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
          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.




                                       25
<PAGE>   34

               (xii) the Property Trustee shall not be deemed to have notice of
          any Debenture Event of Default unless a Responsible Officer of the
          Property Trustee has actual knowledge thereof or unless written notice
          of any event which is in fact such a default is received by the
          Property Trustee at the Corporate Trust Office of the Property
          Trustee, and such notice references the Trust Securities and this
          Declaration;

               (xiii) the rights, privileges, protections, immunities and
          benefits given to the Property Trustee, including, without limitation,
          its right to be indemnified, are extended to, and shall be enforceable
          by, the Property Trustee in each of its capacities hereunder, and to
          each agent, custodian and other Person employed to act hereunder; and

               (xiv) the Property Trustee shall not be liable for any action
          taken, suffered, or omitted to be taken by it in good faith and
          reasonably believed by it to be authorized or within the discretion or
          rights or powers conferred upon it by this Declaration.

          (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.

          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


                                       26
<PAGE>   35

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.

          SECTION 3.14 Duration of Trust.

          The Trust, unless dissolved 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) and Section 9.2.

          (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;




                                       27
<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 substantially 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.

          (a)  The Sponsor agrees:


                                       28
<PAGE>   37

               (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;

          (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;

                                       29
<PAGE>   38

          (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 and all loss, damage, claim, liability or expense
including taxes (other than taxes based on the income of the Property Trustee)
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 (whether asserted by the
Company, a Holder of Trust Preferred Securities, or any other Person) 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 at least 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 covenant (i) to maintain directly 100 percent ownership of the
Trust Common Securities, (subject to Section 10.1(c)) (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

                                       30
<PAGE>   39

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;
     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.

          (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


                                       31
<PAGE>   40

               (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.

          SECTION 6.5 Administrative Trustees.

          The initial Administrative Trustees shall be:

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


                                       32

<PAGE>   41

          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.

          (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:


                                       33
<PAGE>   42

               (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 of an instrument of resignation
     or removal, the Property Trustee or Delaware Trustee, as applicable,
     resigning or being removed may petition, at the expense of the Sponsor, 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.

          (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

                                       34
<PAGE>   43

     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 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.

                                       35
<PAGE>   44

          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.

                                  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 7% of the
     stated Liquidation Amount of $50 per Trust Security, calculated by dividing
     the annual distribution by four. For any period shorter than a full 90-day
     quarter, distributions will be computed on the basis of a 360-day year
     consisting of twelve 30-day months. 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

                                       36
<PAGE>   45

     not paid on the scheduled payment date will accumulate and compound
     quarterly at the rate of 7% 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 (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 February 15, May 15, August 15 and November 15,
     commencing May 15, 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 Subordinated Debentures. 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 1st day of
     the month of the relevant payment dates (that is, each February 1, May 1,
     August 1 and November 1). Such Distributions will be paid through the
     Property Trustee who will hold amounts received in respect of the
     Subordinated Debentures 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

                                       37
<PAGE>   46

     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.

               (i) 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.

               (ii) 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 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:


                                       38
<PAGE>   47

               (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 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

                                       39
<PAGE>   48

     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.

          (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

                                       40
<PAGE>   49

     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 the mailing of the
     notice of redemptions of Trust Preferred Securities and ending at the close
     of business on the date of such mailing 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 Stock of the Company at
          an initial rate of 1.6207 shares of Common Stock for each Trust
          Security (which is equivalent to a conversion price of $30.85
          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

                                       41
<PAGE>   50

          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
          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

                                       42
<PAGE>   51

          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.

               (vii) Notwithstanding any provision to the contrary contained in
          this Declaration, the Conversion Agent shall not convert any Trust
          Securities if, after giving effect to such conversion, in excess of
          25% the Common Stock of the Company would be owned by Persons who are
          not citizens of the United States or the Company would otherwise be in
          violation of the restriction on ownership of the Company's securities
          by Persons who are not citizens of the United States contained in the
          U.S. Shipping Act, 1916, and all amendments thereto as codified in 46
          U.S.C.ss.ss. 801, et seq. and all regulations promulgated thereunder.
          The Sponsor will provide the Conversion Agent with notice at any time
          when the conversion of any or all outstanding Trust Preferred
          Securities would not be permitted pursuant to this Section 7.3(vii).
          If Trust Preferred Securities which a Holder desires to convert may
          not be converted pursuant to this Section 7.3(vii), the Conversion
          Agent shall give notice to such Holder of such fact and such Trust
          Preferred Securities shall not be converted into Common Stock. The
          Conversion Agent shall give such Holder notice at such time as the
          Trust Preferred Securities proposed to be converted by such Holder may
          be converted pursuant to this Section 7.3(viii).

               (viii) Notwithstanding any provision to the contrary contained in
          this Declaration, the Company shall not convert any Common Trust
          Securities unless, after giving effect to such conversion, the Company
          continues to own Common


                                       43
<PAGE>   52

          Trust Securities having an aggregate Liquidation Amount representing
          at least 3% of the aggregate Liquidation Amount of all outstanding
          Trust Securities.

          SECTION 7.4 Trust Special Event Exchange or Redemption.

          (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 February 19, 2003, 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


                                       44
<PAGE>   53

     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 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.

                                       45
<PAGE>   54

          (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 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, at the election of the Trust,
by wire transfer to the account maintained by the Person entitled thereto
(notice of which account has been given by such Person to the Property Trustee
in writing) 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.

                                       46
<PAGE>   55

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

          (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. 2,300,000 7% Trust Convertible
          Preferred Securities of the Trust (including 300,000 7% 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 One Hundred Million Dollars
          ($100,000,000), (One Hundred Fifteen Million Dollars ($115,000,000) 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 7% 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. 71,135 7% Trust Convertible Common
          Securities of the Trust (including 9,279 7% 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 Three Million Ninety Two Thousand Eighty
          Hundred Dollars (($3,092,800) (Three Million Five Hundred Fifty Six
          Thousand Seven Hundred Fifty Dollars ($3,556,750) 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 7% 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.


                                       47
<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 Preferred Security shall not be valid until authenticated by
the manual signature of an authorized signatory of the Property Trustee. Such
signature shall conclusively evidence that the Trust Security has been
authenticated under this Declaration.

          Upon a written order of the Trust signed by one Administrative
Trustee, the Property Trustee shall authenticate the Trust Preferred 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 Preferred Securities. An authenticating agent
may authenticate Trust Preferred 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.


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<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 person or entity. Notwithstanding
     the foregoing, if a

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<PAGE>   58

     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 of payment to such Holder of principal amount of or interest on
     the Subordinated Debentures having a principal amount equal to the
     aggregate Liquidation Amount of the Trust Preferred Securities of such
     Holder after the respective due date specified in the Subordinated
     Debentures. In the case of such direct action, the rights of the Company
     will be subrogated to the rights of any Holder of Trust Preferred
     Securities to the extent of any payment made by the Company to such Holder
     of Trust Preferred Securities as a result of such direct action.

          (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 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 (without the need for prior
     notice). 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 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; (ii) a
     description of any resolution proposed for

                                       50
<PAGE>   59

     adoption at such meeting on which such Holders are entitled to vote; and
     (iii) instructions for the delivery of proxies or consents.

          (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

                                       51
<PAGE>   60

     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. 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 (without the need for prior
     notice). 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 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; (ii) a description of
     any resolution proposed for adoption at such meeting on which such Holders
     are entitled to vote; and (iii) instructions for the delivery of proxies 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 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

                                       52
<PAGE>   61

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

                           DISSOLUTION AND LIQUIDATION
                                  OF THE TRUST

          SECTION 9.1 Dissolution of Trust.

          (a)  The Trust shall dissolve:

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

               (ii) (A) upon the filing of a certificate of dissolution or its
          equivalent with respect to the Sponsor, (B) by obtaining the consent
          of at least a Majority in Liquidation Amount of the Trust Securities,
          voting together as a single class, or (C) upon 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;

               (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;

                                       53
<PAGE>   62

               (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 dissolve 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 Dissolution of the Trust.

          (a)  In the event of any voluntary or involuntary dissolution of the
     Trust (each a "Trust Liquidation"), the Holders of the Trust Preferred
     Securities 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 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

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<PAGE>   63

     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)  Except in connection with mergers, acquisitions, consolidations
     or other transactions provided for in the Subordinated Indenture and the
     pledge of Common Securities by the Sponsor to secure indebtedness, to the
     fullest extent permitted by law, any attempted transfer of the Common
     Securities shall be void.

          (d)  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 satisfactory to the
Administrative Trustees and the Property Trustee duly executed by the Holder or
such Holder's attorney duly authorized in writing which written instrument of
transfer, in the case of Trust Preferred Securities, shall state whether the
Person to whom the such Trust Preferred Securities are being transferred is a
citizen of the United States. 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

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<PAGE>   64

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 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

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<PAGE>   65

     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:

          (d)  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

          (e)  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

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<PAGE>   66
         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 Preferred Securities surrendered for payment,
redemption, transfer or exchange shall, if surrendered to any Person other than
the Property Trustee, be delivered to the Property Trustee and shall be promptly
canceled by it. A Holder may at any time deliver to the Property Trustee for
cancellation any Trust Preferred Securities previously authenticated and
delivered hereunder, which the Holder may have acquired in any manner
whatsoever, and all Trust Preferred 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
Preferred Securities held by the Property Trustee shall be disposed of in
accordance with its customary procedures.




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<PAGE>   67


                   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.

                   SECTION 10.11 Legends on Certificates. Any Global
Certificate, any Definitive Trust Preferred Security Certificate and any
certificate representing Trust Common Securities shall contain the following
legend:

                   UNDER CERTAIN CIRCUMSTANCES THE TRUST SECURITIES REPRESENTED
BY THIS CERTIFICATE ARE CONVERTIBLE INTO COMMON STOCK OF AMERICAN CLASSIC
VOYAGES CO. (THE "COMPANY"). THE COMPANY OPERATES CERTAIN VESSELS IN THE UNITED
STATES COASTWISE TRADES IN COMPLIANCE WITH THE SHIPPING ACT OF 1916, AS AMENDED
("SHIPPING ACT"). THE SHIPPING ACT REQUIRES THAT NOT MORE THAN 25% OF THE
COMPANY'S CAPITAL STOCK MAY BE OWNED OR CONTROLLED BY FOREIGN CITIZENS, AS SUCH
TERM IS DEFINED BELOW. A "FOREIGN CITIZEN" IS ANY PERSON (INCLUDING AN
INDIVIDUAL, A PARTNERSHIP, A CORPORATION, OR AN ASSOCIATION) WHO IS NOT A UNITED
STATES CITIZEN. FOR THE PURPOSES HEREOF, A UNITED STATES CITIZEN IS DEFINED AS
FOLLOWS: (1) AN INDIVIDUAL IS A UNITED STATES CITIZEN IF SUCH INDIVIDUAL IS SO
CHARACTERIZED UNDER THE LAWS OF THE UNITED STATES, (2) A PARTNERSHIP IS A UNITED
STATES CITIZEN IF ALL ITS GENERAL PARTNERS ARE UNITED STATES CITIZENS, AND AT
LEAST 75% OF THE EQUITY INTEREST IN THE PARTNERSHIP IS OWNED BY UNITED STATES
CITIZENS, (3) AN ASSOCIATION IS A UNITED STATES CITIZEN IF EACH OF ITS MEMBERS
IS A UNITED STATES CITIZEN, (4) A TRUST IS A UNITED STATES CITIZEN IF EACH OF
ITS TRUSTEES IS A UNITED STATES CITIZEN, EACH BENEFICIARY WITH AN ENFORCEABLE
INTEREST IN THE TRUST IS A UNITED STATES CITIZEN, AND AT LEAST 75% OF THE EQUITY
INTEREST IN THE TRUST IS OWNED BY UNITED STATES CITIZENS, (5) A CORPORATION IS A
UNITED STATES CITIZEN IF (A) IT IS ORGANIZED AND EXISTING UNDER THE LAWS OF THE
UNITED STATES OR ANY STATE, TERRITORY, DISTRICT, OR POSSESSION THEREOF, (B) ITS
PRESIDENT OR OTHER CHIEF EXECUTIVE OFFICER AND THE CHAIRMAN OF ITS BOARD OF
DIRECTORS ARE UNITED STATES CITIZENS, (C) NO MORE OF ITS DIRECTORS THAN A
MINORITY OF THE NUMBER NECESSARY TO CONSTITUTE A QUORUM ARE INDIVIDUALS WHO ARE
NOT UNITED STATES CITIZENS, (D) 75% OR MORE OF ITS ISSUED AND OUTSTANDING
CAPITAL STOCK, AND, IF IT IS A SUBSIDIARY, 75% OR MORE OF THE ISSUED AND
OUTSTANDING CAPITAL STOCK OF EACH OF ITS CORPORATE PARENTS INCLUDING THE
ULTIMATE CORPORATE PARENT, IS REGISTERED IN THE NAME OF AND BENEFICIALLY OWNED
AND CONTROLLED BY UNITED STATES CITIZENS, AND (E) BY NO MEANS WHATSOEVER IS
CONTROL OF THE COMPANY CONFIRMED UPON OR PERMITTED TO BE EXERCISED BY ANY PERSON
WHO IS NOT A UNITED STATES CITIZEN.



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                   UNDER THE CERTIFICATE OF INCORPORATION AND BY-LAWS OF THE
COMPANY, THE BOARD OF DIRECTORS OF THE COMPANY IS AUTHORIZED TO ESTABLISH, FROM
TIME TO TIME, AS A CONDITION TO THE ISSUANCE OR TRANSFER OF SHARES OF THE
COMPANY TO OR FOR THE BENEFIT OF A FOREIGN CITIZEN, THE MINIMUM PERCENTAGE OF
THE TOTAL OUTSTANDING SHARES OF THE COMPANY WHICH SHALL BE OWNED BY UNITED
STATES CITIZENS, WHICH MINIMUM PERCENTAGE MAY, IN THE DISCRETION OF THE BOARD OF
DIRECTORS, EXCEED THE MINIMUM PERCENTAGE REQUIRED BY THE SHIPPING ACT.

                   THE COMPANY WILL ADVISE THE PROPERTY TRUSTEE WHEN NO PROPOSED
CONVERSION OF TRUST SECURITIES SHALL BE MADE. THE COMPANY WILL SO ADVISE THE
PROPERTY TRUSTEE IF THE STOCK RECORDS OF THE COMPANY DISCLOSE IMMEDIATELY PRIOR
TO THE TIME OF SUCH PROPOSED CONVERSION THAT (1) THE MINIMUM PERCENTAGE OF
OUTSTANDING SHARES OF VOTING STOCK OF ANY CLASS OF THE COMPANY ALLOWED TO BE
OWNED BY FOREIGN CITIZENS HAS BEEN MET OR HAS BEEN EXCEEDED, OR (2) THE MAXIMUM
PERCENTAGE OF OUTSTANDING SHARES OF VOTING STOCK OF ANY CLASS OF THE COMPANY
ALLOWED TO BE OWNED BY FOREIGN CITIZENS WOULD BE EXCEEDED AS A RESULT OF SUCH
PROPOSED CONVERSION

                   THE COMPANY WILL FURNISH TO ANY HOLDER OF TRUST SECURITIES,
UPON REQUEST AND WITHOUT CHARGE, COPIES OF THE APPLICABLE PROVISIONS OF THE
CERTIFICATE OF INCORPORATION, BY-LAWS, AND ANY APPLICABLE RESOLUTIONS OF THE
BOARD OF DIRECTORS ADOPTED FOR THE PURPOSE OF IMPLEMENTING THE PROVISIONS OF THE
CERTIFICATE OF INCORPORATION OR BY-LAWS NOTED ABOVE. ANY SUCH REQUEST MAY BE
ADDRESSED TO THE SECRETARY OF THE COMPANY.



                                   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 and the
         Trust Guarantees, 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


                                       60
<PAGE>   69


                       (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 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





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                       (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.

                   (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




                                       62
<PAGE>   71



interests of the Trust, and, with respect to any criminal action or proceeding,
had reasonable cause to believe that his conduct was unlawful.

                       (i) 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 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.

                       (ii) 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.

                       (iii) 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.

                       (iv) 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



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<PAGE>   72


                   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 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.

                       (v) 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.

                       (vi) 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).

                       (vii) 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.



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                       (viii) 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 and all loss, damage, claim, liability or expense including taxes
         (other than taxes based on the income of the Property Trustee or
         Delaware Trustee) incurred without negligence or willful misconduct 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 (whether asserted by the Sponsor, a Holder of
         Trust Preferred Securities or any other Person) 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



                                       65
<PAGE>   74


                   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 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





                                       66
<PAGE>   75


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 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 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 and an Opinion of Counsel from each of the Trust
                   and the Sponsor that such amendment is permitted by, and
                   conforms to, the terms of this Declaration; and

                       (ii) 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;





                                       67
<PAGE>   76



                             (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 to increase or decrease the number of, and appoint and
         remove, Trustees shall not be




                                       68
<PAGE>   77



         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 Administrative 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 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.





                                       69
<PAGE>   78


                   (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 and without prior notice 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 or by proxy or any other matter with respect to the
                   exercise of any such right to vote.


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<PAGE>   79


                                  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.

                   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




                                       71
<PAGE>   80


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:  Jordan B. Allen

                   (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



                                       72
<PAGE>   81


                        (Delaware)
                        White Clay Center
                        Route 273
                        Newark, Delaware 19711

                   (c) if given to the Property Trustee, at its Corporate Trust
         Office to the attention of Corporate Trust Trustee Administration (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:  Jordan B. Allen

                   (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 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




                                       73
<PAGE>   82


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 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.

                   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.




                                       74
<PAGE>   83



                   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,
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.





                                       75
<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: /s/ Jordan B. Allen
                                          ----------------------------

                                       ADMINISTRATIVE TRUSTEES

                                       /s/ Philip C. Calian
                                       -------------------------------
                                       Philip C. Calian

                                       /s/ Jordan B. Allen
                                       -------------------------------
                                       Jordan B. Allen

                                       /s/ Randall L. Talcott
                                       -------------------------------
                                       Randall L. Talcott


                                       THE BANK OF NEW YORK,
                                       As Property Trustee


                                       By: /s/ Mary LaGumina
                                          ----------------------------
                                          Assistant Vice President

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


                                       By: /s/ Walter N. Gitlin
                                          ----------------------------
                                          Authorized Signatory


                                       76
<PAGE>   85



                                                                     EXHIBIT A-1

Number of Trust Convertible

Preferred Securities: [   ]

TPSI-1

                                                          CUSIP NO.
                                                                   -------------

                  FORM OF TRUST PREFERRED SECURITY CERTIFICATE

                   Under certain circumstances the Trust Securities represented
by this Certificate are convertible into Common Stock of American Classic
Voyages Co. (the "Company"). THE COMPANY operates certain vessels in the United
States coastwise trades in compliance with the Shipping Act of 1916, as amended
("Shipping Act"). The Shipping Act requires that not more than 25% of the
Company's capital stock may be owned or controlled by Foreign Citizens, as such
term is defined below. A "Foreign Citizen" is any person (including an
individual, a partnership, a corporation, or an association) who is not a United
States Citizen. For the purposes hereof, a United States Citizen is defined as
follows: (1) an individual is a United States Citizen if such individual is so
characterized under the laws of the United States, (2) a partnership is a United
States Citizen if all its general partners are United States Citizens, and at
least 75% of the equity interest in the partnership is owned by United States
Citizens, (3) an association is a United States Citizen if each of its members
is a United States Citizen, (4) a trust is a United States Citizen if each of
its trustees is a United States Citizen, each beneficiary with an enforceable
interest in the trust is a United States Citizen, and at least 75% of the equity
interest in the trust is owned by United States Citizens, (5) a corporation is a
United States Citizen if (a) it is organized and existing under the laws of the
United States or any state, territory, district, or possession thereof, (b) its
president or other chief executive officer and the chairman of its board of
directors are United States Citizens, (c) no more of its directors than a
minority of the number necessary to constitute a quorum are individuals who are
not United States Citizens, (d) 75% or more of its issued and outstanding
capital stock, and, if it is a subsidiary, 75% or more of the issued and
outstanding capital stock of each of its corporate parents including the
ultimate corporate parent, is registered in the name of and beneficially owned
and controlled by United States Citizens, and (e) by no means whatsoever is
control of the corporation confirmed upon or permitted to be exercised by any
person who is not a United States Citizen.

                   Under the Certificate of Incorporation and By-Laws of the
Company, the Board of Directors of the Company is authorized to establish, from
time to time, as a condition to the issuance or transfer of shares of the
Company to or for the benefit of a Foreign Citizen, the minimum percentage of
the total outstanding shares of the Company which shall be owned by United
States Citizens, which minimum percentage may, in the discretion of the Board of
Directors, exceed the minimum percentage required by the Shipping Act.

                   The Company will advise the Property Trustee when no proposed
conversion of Trust Securities shall be made. The Company will so advise the
Property Trustee if the stock






                                       77
<PAGE>   86




records of the Company disclose immediately prior to the time of such proposed
conversion that (1) the minimum percentage of outstanding shares of voting stock
of any class of the Company allowed to be owned by Foreign Citizens has been met
or has been exceeded, or (2) the maximum percentage of outstanding shares of
voting stock of any class of the Company allowed to be owned by Foreign Citizens
would be exceeded as a result of such proposed conversion

                   The Company will furnish to any holder of Trust Securities,
upon request and without charge, copies of the applicable provisions of the
Certificate of Incorporation, By-Laws, and any applicable resolutions of the
Board of Directors adopted for the purpose of implementing the provisions of the
Certificate of Incorporation or By-Laws noted above. Any such request may be
addressed to the Secretary of the Company.

                   [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 AMCV 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

                    7% 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

_______________________________
*Insert in Global Certificates





                                       78
<PAGE>   87



registered owner of _________ [or such lesser or greater amount as shall be
noted on the Schedule attached hereto]** preferred securities of the Trust
representing undivided beneficial ownership interests in the assets of the Trust
designated the 7% 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 February 22,
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, 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.





                                       79
<PAGE>   88



                          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 Signatory


                          [FORM OF REVERSE OF SECURITY]

                   Holders of Trust Preferred Securities shall be entitled to
receive cumulative cash distributions at a rate per annum of 7% 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 7% 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 by dividing the annual
Distribution by four, and for any period shorter than a full quarterly
Distribution period on the basis of a 360-day year consisting of twelve 30-day
months.

                   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 February 15, May 15, August 15
and November 15 of each year, commencing on May 15, 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






                                       80
<PAGE>   89




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 1st day of the month of the
relevant payment dates (that is, each February 1, May 1, August 1, and November
1). 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.




                                       81
<PAGE>   90


                                   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)




                                       82
<PAGE>   91


                              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 February 22, 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):

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




                                       83
<PAGE>   92


                                                   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.


                                    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






                                       84
<PAGE>   93



connection with conversions or increases resulting from the exercise of the
Over-Allotment Option.



-------------------------------------------------------------------------
DECREASE OR INCREASE IN     NUMBER OF TRUST              NOTATION MADE BY

NUMBER OF TRUST PREFERRED   TRUST PREFERRED SECURITIES   REGISTRAR

SECURITIES                  AFTER SUCH DECREASE OR

                            INCREASE
-------------------------------------------------------------------------

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

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

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



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

*        Insert in Global Certificates only.






                                       85
<PAGE>   94



                                                                     EXHIBIT A-2

Number of Trust Convertible

Common Securities: [      ]

TCSI-

                    FORM OF TRUST COMMON SECURITY CERTIFICATE

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

                   Under certain circumstances the Trust Securities represented
by this Certificate are convertible into Common Stock of American Classic
Voyages Co. (the "Company"). THE COMPANY operates certain vessels in the United
States coastwise trades in compliance with the Shipping Act of 1916, as amended
("Shipping Act"). The Shipping Act requires that not more than 25% of the
Company's capital stock may be owned or controlled by Foreign Citizens, as such
term is defined below. A "Foreign Citizen" is any person (including an
individual, a partnership, a corporation, or an association) who is not a United
States Citizen. For the purposes hereof, a United States Citizen is defined as
follows: (1) an individual is a United States Citizen if such individual is so
characterized under the laws of the United States, (2) a partnership is a United
States Citizen if all its general partners are United States Citizens, and at
least 75% of the equity interest in the partnership is owned by United States
Citizens, (3) an association is a United States Citizen if each of its members
is a United States Citizen, (4) a trust is a United States Citizen if each of
its trustees is a United States Citizen, each beneficiary with an enforceable
interest in the trust is a United States Citizen, and at least 75% of the equity
interest in the trust is owned by United States Citizens, (5) a corporation is a
United States Citizen if (a) it is organized and existing under the laws of the
United States or any state, territory, district, or possession thereof, (b) its
president or other chief executive officer and the chairman of its board of
directors are United States Citizens, (c) no more of its directors than a
minority of the number necessary to constitute a quorum are individuals who are
not United States Citizens, (d) 75% or more of its issued and outstanding
capital stock, and, if it is a subsidiary, 75% or more of the issued and
outstanding capital stock of each of its corporate parents including the
ultimate corporate parent, is registered in the name of and beneficially owned
and controlled by United States Citizens, and (e) by no means whatsoever is
control of the corporation confirmed upon or permitted to be exercised by any
person who is not a United States Citizen.

                   Under the Certificate of Incorporation and By-Laws of the
Company, the Board of Directors of the Company is authorized to establish, from
time to time, as a condition to the issuance or transfer of shares of the
Company to or for the benefit of a Foreign Citizen, the minimum percentage of
the total outstanding shares of the Company which shall be owned by United
States Citizens, which minimum percentage may, in the discretion of the Board of
Directors, exceed the minimum percentage required by the Shipping Act.

                   No proposed conversion of Trust Securities shall be made if
the stock records of the Company disclose immediately prior to the time of such
proposed conversion that (1) the minimum percentage of outstanding shares of
voting stock of any class of the Company allowed to be owned by Foreign Citizens
has been met or has been exceeded, or (2) the maximum






                                       86
<PAGE>   95




percentage of outstanding shares of voting stock of any class of the Company
allowed to be owned by Foreign Citizens would be exceeded as a result of such
proposed conversion

                   The Company will furnish to any holder of Trust Securities,
upon request and without charge, copies of the applicable provisions of the
Certificate of Incorporation, By-Laws, and any applicable resolutions of the
Board of Directors adopted for the purpose of implementing the provisions of the
Certificate of Incorporation or By-Laws noted above. Any such request may be
addressed to the Secretary of the Company.

           CERTIFICATE EVIDENCING TRUST CONVERTIBLE COMMON SECURITIES

                                       OF

                              AMCV CAPITAL TRUST I

                     7% 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 7% 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 February 22,
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.

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





                                       87
<PAGE>   96




                   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




                                       88
<PAGE>   97





                       (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 7% 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 7% 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.

                   The amount of Distributions payable for any period will be
computed for any full quarterly Distribution period by dividing the annual
Distribution by four, and for any period shorter than a full quarterly
Distribution period on the basis of a 360-day year consisting of twelve 30-day
months.

                   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 February 15, May 15, August 15
and November 15 of each year, commencing on May 15, 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







                                       89
<PAGE>   98




the first day of the month of the relevant payment dates (that is, each February
1, May1, August 1 and November 1). 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.





                                       90
<PAGE>   99




                                   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)




                                       91
<PAGE>   100


                              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 February 22, 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):

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




                                       92
<PAGE>   101




                                                   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.





                                       93
<PAGE>   102



                              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 February 22, 2000, among Phillip 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 conversation 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):

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








                                                   If 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






                                       94
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                                                   address or addresses of such
                                                   person or persons.

                                                   -----------------------------
                                                   -----------------------------
                                                   -----------------------------
                                                   -----------------------------
                                                   -----------------------------
                                                   Signature (for conversion
                                                   only) Please Bring 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:***


   January 24, 2000 (12:13am)







-------------------------
***   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.



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