<PAGE>

                                                                     EXHIBIT 4.8





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



                       AMENDED AND RESTATED DECLARATION

                                   OF TRUST

                                GBB CAPITAL VI

                           Dated as of July 16, 2001



                ==============================================
<PAGE>

                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                         Page
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                   ARTICLE I - INTERPRETATION AND DEFINITIONS

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

                           ARTICLE II - ORGANIZATION

SECTION 2.1     Name....................................................................   9
SECTION 2.2     Office..................................................................   9
SECTION 2.3     Purpose.................................................................   9
SECTION 2.4     Authority...............................................................   9
SECTION 2.5     Title to Property of the Trust..........................................   9
SECTION 2.6     Powers and Duties of the Trustees and the Administrators................  10
SECTION 2.7     Prohibition of Actions by the Trust and the Trustees....................  14
SECTION 2.8     Powers and Duties of the Institutional Trustee..........................  14
SECTION 2.9     Certain Duties and Responsibilities of the Trustees and Administrators..  16
SECTION 2.10    Certain Rights of Institutional Trustee.................................  18
SECTION 2.11    Delaware Trustee........................................................  20
SECTION 2.12    Execution of Documents..................................................  20
SECTION 2.13    Not Responsible for Recitals or Issuance of Securities..................  20
SECTION 2.14    Duration of Trust.......................................................  20
SECTION 2.15    Mergers.................................................................  20

                             ARTICLE III - SPONSOR

SECTION 3.1     Sponsor's Purchase of Common Securities.................................  22
SECTION 3.2     Responsibilities of the Sponsor.........................................  22

                    ARTICLE IV - TRUSTEES AND ADMINISTRATORS

SECTION 4.1     Number of Trustees......................................................  23
SECTION 4.2     Delaware Trustee........................................................  23
SECTION 4.3     Institutional Trustee; Eligibility......................................  23
SECTION 4.4     Certain Qualifications of the Delaware Trustee Generally................  24
SECTION 4.5     Administrators..........................................................  24
SECTION 4.6     Delaware Trustee........................................................  24
SECTION 4.7     Appointment, Removal and Resignation of Trustees and Administrators.....  24
SECTION 4.8     Vacancies Among Trustees................................................  26
SECTION 4.9     Effect of Vacancies.....................................................  26
SECTION 4.10    Meetings of the Trustees and the Administrators.........................  26
SECTION 4.11    Delegation of Power.....................................................  27
SECTION 4.12    Conversion, Consolidation or Succession to Business.....................  28
</TABLE>

                                       i
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                           ARTICLE V - DISTRIBUTIONS

SECTION 5.1    Distributions............................................................  28

                      ARTICLE VI - ISSUANCE OF SECURITIES

SECTION 6.1    General Provisions Regarding Securities..................................  28
SECTION 6.2    Paying Agent, Transfer Agent and Registrar...............................  29
SECTION 6.3    Form and Dating..........................................................  30
SECTION 6.4    Mutilated, Destroyed, Lost or Stolen Certificates........................  30
SECTION 6.5    Temporary Securities.....................................................  30
SECTION 6.6    Cancellation.............................................................  31
SECTION 6.7    Rights of Holders; Waivers of Past Defaults..............................  31

               ARTICLE VII - DISSOLUTION AND TERMINATION OF TRUST

SECTION 7.1   Dissolution and Termination of Trust......................................  33

                      ARTICLE VIII - TRANSFER OF INTERESTS

SECTION 8.1    General..................................................................  34
SECTION 8.2    Transfer Procedures and Restrictions.....................................  35
SECTION 8.3    Deemed Security Holders..................................................  37

                ARTICLE IX - LIMITATION OF LIABILITY OF HOLDERS
                       OF SECURITIES, TRUSTEES OR OTHERS

SECTION 9.1    Liability................................................................  37
SECTION 9.2    Exculpation..............................................................  38
SECTION 9.3    Fiduciary Duty...........................................................  38
SECTION 9.4    Indemnification..........................................................  38
SECTION 9.5    Outside Businesses.......................................................  41
SECTION 9.6    Compensation; Fee........................................................  42

                             ARTICLE X - ACCOUNTING

SECTION 10.1   Fiscal Year..............................................................  42
SECTION 10.2   Certain Accounting Matters...............................................  42
SECTION 10.3   Banking..................................................................  43
SECTION 10.4   Withholding..............................................................  43

                      ARTICLE XI - AMENDMENTS AND MEETINGS

SECTION 11.1   Amendments...............................................................  44
</TABLE>

                                       ii
<PAGE>

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SECTION 11.2   Meetings of the Holders of Securities; Action by Written Consent.........  46

             ARTICLE XII - REPRESENTATIONS OF INSTITUTIONAL TRUSTEE
                              AND DELAWARE TRUSTEE

SECTION 12.1   Representations and Warranties of Institutional Trustee..................  47
SECTION 12.2   Representations and Warranties of Delaware Trustee.......................  48

                          ARTICLE XIII - MISCELLANEOUS

SECTION 13.1    Notices.................................................................  49
SECTION 13.2    Governing Law...........................................................  50
SECTION 13.3    Submission to Jurisdiction..............................................  50
SECTION 13.4    Intention of the Parties................................................  51
SECTION 13.5    Headings................................................................  51
SECTION 13.6    Successors and Assigns..................................................  51
SECTION 13.7    Partial Enforceability..................................................  51
SECTION 13.8    Counterparts............................................................  51
</TABLE>

                             ANNEXES AND EXHIBITS

ANNEX I        Terms of Floating Rate MMCapS(SM)

EXHIBIT A-1    Form of Capital Securities Certificate
EXHIBIT A-2    Form of Common Security Certificate
EXHIBIT B      Form of Transferee Certificate to be Executed by Transferees
               Other than QIBs
EXHIBIT C      Form of Transferee Certificate to be Executed for QIBs

                                      iii
<PAGE>

                   AMENDED AND RESTATED DECLARATION OF TRUST

                                      OF

                                GBB CAPITAL VI

                                 July 16, 2001

          AMENDED AND RESTATED DECLARATION OF TRUST (this "Declaration") dated
and effective as of July 16, 2001, by the Trustees (as defined herein), the
Administrators (as defined herein), the Sponsor (as defined herein) and the
holders, from time to time, of undivided beneficial interests in the assets of
the Trust (as defined herein) to be issued pursuant to this Declaration;

          WHEREAS, certain of the Trustees, the Administrators and the Sponsor
established GBB Capital VI (the "Trust"), a statutory business trust under the
Business Trust Act (as defined herein) pursuant to a Declaration of Trust dated
as of June 27, 2001 (the "Original Declaration"), and a Certificate of Trust
filed with the Secretary of State of the State of Delaware on June 27, 2001, 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 certain debentures of the Debenture Issuer (as defined
herein) in connection with the MMCapS(SM) Transaction;

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

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

          NOW, THEREFORE, it being the intention of the parties hereto to
continue the Trust as a statutory business trust under the Business Trust Act
and that this Declaration constitutes the governing instrument of such statutory
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
                         -----------
          Unless the context otherwise requires:

          (a)  Capitalized terms used in this Declaration but not defined in the
preamble above have the respective meanings assigned to them in this Section 1.1
or, if not defined in this Section 1.1, in the Indenture;
<PAGE>

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

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

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

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

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

          "Additional Interest" has the meaning set forth in Section 3.06 of the
           -------------------
Indenture.

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

          "Administrators" means each of Steven C. Smith and Shawn E. Saunders,
           --------------
solely in such Person's capacity as Administrator of the Trust created and
continued hereunder and not in such Person's individual capacity, or such
Administrator's successor in interest in such capacity, or any successor
appointed as herein provided.

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

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

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

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

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

                                       2
<PAGE>

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

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

          "Calculation Agent" has the meaning set forth in Section 1.01 of the
           -----------------
Indenture.

          "Capital Securities" has the meaning set forth in Section 6.1(a).
           ------------------

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

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

          "Certificate" means any certificate evidencing Securities.
           -----------

          "Certificate of Trust" means the certificate of trust filed with the
           --------------------
Secretary of State of the State of Delaware with respect to the Trust, as
amended and restated from time to time.

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

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

          "Commission" means the Securities and Exchange Commission.
           ----------

          "Common Securities" has the meaning set forth in Section 6.1(a).
           -----------------

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

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

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

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

          "Corporate Trust Office" means the office of the Institutional Trustee
           ----------------------
at which the corporate trust business of the Institutional Trustee shall, at any
particular time, be principally

                                       3
<PAGE>

administered, which office shall at all times be located in the United States
and at the date of execution of this Declaration is located at 101 Barclay
Street, Floor 21 West, New York, NY 10286.

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

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

          "Debenture Issuer" means Greater Bay Bancorp, a bank holding company
           ----------------
incorporated in California, in its capacity as issuer of the Debentures under
the Indenture.

          "Debenture Trustee" means The Bank of New York, as trustee under the
           -----------------
Indenture until a successor is appointed thereunder, and thereafter means such
successor trustee.

          "Debentures" means the Floating Rate Junior Subordinated Deferrable
           ----------
Interest Debentures due 2031 to be issued by the Debenture Issuer under the
Indenture.

          "Deferred Interest" means any interest on the Debentures that would
           -----------------
have been overdue and unpaid for more than one Distribution Payment Date but for
the imposition of an Extension Period, and the interest that shall accrue (to
the extent that the payment of such interest is legally enforceable) on such
interest at the Coupon Rate in effect for each such Extension Period, compounded
semi-annually from the date on which such Deferred Interest would otherwise have
been due and payable until paid or made available for payment.

          "Definitive Capital Securities" means any Capital Securities in
           -----------------------------
definitive form issued by the Trust.

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

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

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

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

          "Event of Default" means the occurrence of an Indenture Event of
           ----------------
Default.

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

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

          "Federal Reserve" has the meaning set forth in paragraph 3 of Annex I.
           ---------------

                                       4
<PAGE>

          "Fiduciary Indemnified Person" shall mean the Institutional Trustee,
           ----------------------------
the Delaware Trustee, any Affiliate of the Institutional Trustee or the Delaware
Trustee, and any officers, directors, shareholders, members, partners,
employees, representatives, custodians, nominees or agents of the Institutional
Trustee and the Delaware Trustee.

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

          "Guarantee" means the guarantee agreement to be dated as of July 16,
           ---------
2001, of the Sponsor in respect of the Capital Securities.

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

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

          "Indenture" means the Indenture dated as of July 16, 2001, among the
           ---------
Debenture Issuer and the Debenture Trustee, and any indenture supplemental
thereto pursuant to which the Debentures are to be issued.

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

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

          "Interest" means any interest due on the Debentures, including any
           --------
Deferred Interest and Defaulted Interest (as each such term is defined in the
Indenture).

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

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

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

          "Legal Action" has the meaning set forth in Section 2.8(e).
           ------------

          "LIBOR Banking Day" has the meaning set forth in paragraph 2(b)(1) of
           -----------------
Annex I.

          "LIBOR Business Day" has the meaning set forth in paragraph 2(b)(1) of
           ------------------
Annex I.

          "LIBOR Determination Date" has the meaning set forth in paragraph
           ------------------------
2(b)(1) of Annex I.

                                       5
<PAGE>

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

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

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

          "Officers' Certificates" means, with respect to any Person, a
           ----------------------
certificate signed by two Authorized Officers of such Person.  Any Officers'
Certificate delivered with respect to compliance with a condition or covenant
provided for it 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.

          "Paying Agent" has the meaning specified in Section 6.2.
           ------------

          "Payment Amount" has the meaning set forth in Section 5.1.
           --------------

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

          "Placement Agreement" means the Placement Agreement relating to the
           -------------------
offering and sale of Capital Securities.

          "PORTAL" has the meaning set forth in Section 2.6(a)(i).
           ------

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

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

                                       6
<PAGE>

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

          "QIB" means a "qualified institutional buyer" as defined under Rule
           ---
144A.

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

          "Quotation Agent" has the meaning set forth in paragraph 4(a) of Annex
           ---------------
I.

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

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

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

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

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

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

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

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

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

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

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

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

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

          "Securities Act" means the Securities Act of 1933, as amended.
           --------------

                                       7
<PAGE>

          "Sponsor" means Greater Bay Bancorp, a bank holding company that is a
           -------
U.S. Person incorporated in California, or any successor entity in a merger,
consolidation or amalgamation that is a U.S. Person, in its capacity as sponsor
of the Trust.

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

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

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

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

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

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

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

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

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

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

          "Trust Indenture Act" means the Trust Indenture Act of 1939, as
           -------------------
amended.

          "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.

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

                                       8
<PAGE>

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

                                  ARTICLE II

                                 ORGANIZATION

          SECTION 2.1    Name.  The Trust is named "GBB Capital VI," as such
                         ----
name may be modified from time to time by the Administrators following written
notice to the Holders of the Securities.  The Trust's activities may be
conducted under the name of the Trust or any other name deemed advisable by the
Administrators.

          SECTION 2.2    Office.  The address of the principal office of the
                         ------
Trust, which shall be in a State of the United States or the District of
Columbia, is c/o Greater Bay Bancorp, 2860 West Bayshore Road, Palo Alto,
California  94303.  On ten Business Days written notice to the Holders of the
Securities, the Administrators may designate another principal office, which
shall be in a State of the United States or the District of Columbia.

          SECTION 2.3    Purpose.  The exclusive purposes and functions of the
                         -------
Trust are (a) to issue and sell the Securities representing undivided beneficial
interests in the assets of the Trust, (b) to invest the gross proceeds from such
sale to acquire the Debentures and (c) except as otherwise limited herein, to
engage in only those other activities incidental thereto that are deemed
necessary or advisable by the Institutional Trustee, including, without
limitation, those activities specified in this Declaration.  The Trust shall not
borrow money, issue debt or reinvest proceeds derived from investments, pledge
any of its assets, or otherwise undertake (or permit to be undertaken) any
activity that would cause the Trust not to be classified for United States
federal income tax purposes as a grantor trust.

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

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

                                       9
<PAGE>

          SECTION 2.6    Powers and Duties of the Trustees and the
                         -----------------------------------------
Administrators.
--------------

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

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

               (A)  the issuance and sale of the Securities;

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

               (C)  ensuring compliance with the Securities Act, applicable
          state securities or blue sky laws;

               (D)  if and at such time determined by the Sponsor at the request
          of the Holders, assisting in the designation of the Capital Securities
          for trading in the Private Offering, Resales and Trading through the
          Automatic Linkages ("PORTAL") system;

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

               (F)  the appointment of a Paying Agent, Transfer Agent and
          Registrar in accordance with this Declaration;

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

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

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

                                       10
<PAGE>

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

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

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

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

               (A)  the establishment of the Property Account;

               (B)  the receipt of the Debentures;

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

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

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

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

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

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

               (I)  after any Event of Default (provided that such Event of
          Default is not by or with respect to the Institutional Trustee) the
          taking of any action incidental to the foregoing as the Institutional
          Trustee may from time to time determine is necessary or advisable to
          give effect to the terms of this Declaration

                                       11
<PAGE>

          and protect and conserve the Trust Property for the benefit of the
          Holders (without consideration of the effect of any such action on any
          particular Holder); and

               (J)  to take all action that may be necessary 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 Capital Securities or to enable the Trust to effect
          the purposes for which the Trust was created.

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

          (b)  So long as this Declaration remains in effect, the Trust (or the
Trustees or Administrators acting on behalf of the Trust) shall not undertake
any business, activities or transaction except as expressly provided herein or
contemplated hereby.  In particular, neither the Trustees nor the Administrators
may cause the Trust to (i) acquire any investments or engage in any activities
not authorized by this Declaration, (ii) sell, assign, transfer, exchange,
mortgage, pledge, set-off or otherwise dispose of any of the Trust Property or
interests therein, including to Holders, except as expressly provided herein,
(iii) take any action that would cause the Trust to fail or cease to qualify as
a "grantor trust" for United States federal income tax purposes, (iv) incur any
indebtedness for borrowed money or issue any other debt or (v) take or consent
to any action that would result in the placement of a lien on any of the Trust
Property.  The Institutional Trustee shall, at the sole cost and expense of the
Trust subject to reimbursement under Section 9.6(b), defend all claims and
demands of all Persons at any time claiming any lien on any of the Trust
Property adverse to the interest of the Trust or the Holders in their capacity
as Holders.

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

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

          (ii)   the determination of the States in which to take appropriate
     action to qualify or register for sale all or part of the Capital
     Securities and the determination of any and all such acts, other than
     actions which must be taken by or on behalf of the Trust, and the
     advisement of the Trustees of actions they must take on behalf of the
     Trust, and

                                       12
<PAGE>

     the preparation for execution and filing of any documents to be executed
     and filed by the Trust or on behalf of the Trust, as the Sponsor deems
     necessary or advisable in order to comply with the applicable laws of any
     such States in connection with the sale of the Capital Securities;

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

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

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

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

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

          (g)  Legal title to all Trust Property shall be vested at all times in
the Institutional Trustee (in its capacity as such) and shall be held and
administered by the Institutional Trustee for the benefit of the Trust and
neither the Administrators nor the Holders in accordance with this Declaration.

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

                                       13
<PAGE>

          SECTION 2.7    Prohibition of Actions by the Trust and the Trustees.
                         ----------------------------------------------------
          (a)  The Trust shall not, and the Institutional Trustee and the
Administrators shall not, cause the Trust to engage in any activity other than
as required or authorized by this Declaration. In particular, the Trust shall
not and the Institutional Trustee, and the Administrators shall not, cause the
Trust to:

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

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

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

          (iv)   make any loans or incur any indebtedness other than loans
     represented by the Debentures;

          (v)    possess any power or otherwise act in such a way as to vary the
     Trust Property or the terms of the Securities;

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

          (vii)  other than as provided in this Declaration (including Annex I),
     (A) direct the time, method and place of exercising any trust or power
     conferred upon the Debenture Trustee with respect to the Debentures, (B)
     waive any past default that is waivable under the Indenture, (C) exercise
     any right to rescind or annul any declaration that the principal of all the
     Debentures shall be due and payable, or (D) consent to any amendment,
     modification or termination of the Indenture or the Debentures where such
     consent shall be required unless the Trust shall have received an opinion
     of counsel experienced in such matters to the effect that such modification
     will not cause the Trust to cease to be classified as a grantor trust for
     United States federal income tax purposes.

          SECTION 2.8    Powers and Duties of the Institutional Trustee.
                         ----------------------------------------------
          (a)  The legal title to the Debentures shall be owned by and held of
record in the name of the Institutional Trustee in trust for the benefit of the
Trust.  The right, title and interest of the Institutional Trustee to the
Debentures shall vest automatically in each Person who may hereafter be
appointed as Institutional Trustee in accordance with Section 4.7.  Such vesting
and cessation of title shall be effective whether or not conveyancing documents
with regard to the Debentures have been executed and delivered.

          (b)  The Institutional Trustee shall not transfer its right, title and
interest in the Debentures to the Administrators or to the Delaware Trustee.

          (c)  The Institutional Trustee shall:

                                       14
<PAGE>

          (i)   establish and maintain a segregated non-interest bearing trust
     account (the "Property Account") in the United States (as defined in
     Treasury Regulations section 301.7701-7), in the name of and under the
     exclusive control of the Institutional Trustee, and maintained in the
     Institutional Trustee's trust department, on behalf of the Holders of the
     Securities and, upon the receipt of payments of funds made in respect of
     the Debentures held by the Institutional Trustee, deposit such funds into
     the Property Account and make payments to the Holders of the Capital
     Securities and Holders of the Common Securities from the Property Account
     in accordance with Section 5.1.  Funds in the Property Account shall be
     held uninvested until disbursed in accordance with this Declaration;

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

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

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

          (e)  The Institutional Trustee may bring or defend, pay, collect,
compromise, arbitrate, resort to legal action with respect to, or otherwise
adjust claims or demands of or against, the Trust (a "Legal Action") which
arises out of or in connection with an Event of Default of which a Responsible
Officer of the Institutional Trustee has actual knowledge or the Institutional
Trustee's duties and obligations under this Declaration or the Trust Indenture
Act; provided, however, that if an Event of Default has occurred and is
continuing and such event is attributable to the failure of the Debenture Issuer
to pay interest or principal on the Debentures on the date such interest or
principal is otherwise payable (or in the case of redemption, on the redemption
date), then a Holder of the Capital Securities may directly institute a
proceeding for enforcement of payment to such Holder of the principal of or
interest on the Debentures having a principal amount equal to the aggregate
liquidation amount of the Capital Securities of such Holder (a "Direct Action")
on or after the respective due date specified in the Debentures.  In connection
with such Direct Action, the rights of the Holders of the Common Securities will
be subrogated to the rights of such Holder of the Capital Securities to the
extent of any payment made by the Debenture Issuer to such Holder of the Capital
Securities in such Direct Action; provided, however, that a Holder of the
Capital Securities may exercise such right of subrogation only so long as an
Event of Default with respect to the Capital Securities has occurred and is
continuing.

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

                                       15
<PAGE>

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

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

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

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

          SECTION 2.9    Certain Duties and Responsibilities of the Trustees and
                         -------------------------------------------------------
Administrators.
--------------

          (a)  The Institutional Trustee, before the occurrence of any Event of
Default and after the curing of all Events of Default that may have occurred,
shall undertake to perform only such duties as are specifically set forth in
this Declaration and no implied covenants shall be read into this Declaration
against the Institutional Trustee.  In case an Event of Default has occurred
(that has not been cured or waived pursuant to Section 6.7), the Institutional
Trustee shall exercise such of the rights and powers vested in it by this
Declaration, and use the same degree of care and skill in their exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
his or her own affairs.

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

                                       16
<PAGE>

Administrators or the Trustees otherwise existing at law or in equity, are
agreed by the Sponsor and the Holders to replace such other duties and
liabilities of the Administrators or the Trustees.

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

          (d)  No provision of this Declaration shall be construed to relieve
the Institutional Trustee from liability with respect to matters that are within
the authority of the Institutional Trustee under this Declaration for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

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

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

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

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

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

                                       17
<PAGE>

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

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

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

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

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

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

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

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

                                       18
<PAGE>

          (g)  the Institutional Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this Declaration at the
request or direction of any of the Holders pursuant to this Declaration, unless
such Holders shall have offered to the Institutional Trustee security or
indemnity reasonably satisfactory to it against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or
direction; provided, that nothing contained in this Section 2.10(g) shall be
taken to relieve the Institutional Trustee, upon the occurrence of an Event of
Default that has not been cured or waived, of its obligation to exercise the
rights and powers vested in it by this Declaration;

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

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

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

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

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

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

                                       19
<PAGE>

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

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

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

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

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

     SECTION 2.14    Duration of Trust.  The Trust, unless dissolved pursuant to
                     -----------------
the provisions of Article VII hereof, shall have existence for thirty-five (35)
years from the Closing Date.

     SECTION 2.15    Mergers  (a)  The Trust may not consolidate, amalgamate,
                     -------
merge with or into, or be replaced by, or convey, transfer or lease its
properties and assets substantially as an entirety to any corporation or other
Person, except as described in this Section 2.15(b) and (c) and except with
respect to the distribution of Debentures to Holders of Securities pursuant to
Section 7.1(a)(iv) of the Declaration or Section 4 of Annex I.

                                       20
<PAGE>

          (b)  The Trust may, with the consent of the Institutional Trustee
(which consent will not be unreasonably withheld) and without the consent of the
Delaware Trustee or the Holders of the Capital Securities, consolidate,
amalgamate, merge with or into, or be replaced by a trust organized as such
under the laws of any State; provided, that:

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

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

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

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

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

          (iv)   such merger, consolidation, amalgamation or replacement does
     not cause the Capital Securities (including any Successor Securities) to be
     downgraded by any nationally recognized statistical rating organization, if
     the Capital Securities are then rated;

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

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

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

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

                                       21
<PAGE>

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

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

          (viii)  the Sponsor guarantees the obligations of such Successor
     Entity under the Successor Securities at least to the extent provided by
     the Guarantee, the Debentures and this Declaration; and

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

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

                                  ARTICLE III

                                    SPONSOR

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

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

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

          (b)  to prepare for filing and request the Administrators to cause the
filing by the Trust, as may be appropriate, of an application to the PORTAL
system, for listing or quotation upon notice of issuance of any Capital
Securities, if required; and

                                       22
<PAGE>

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

                                  ARTICLE IV

                          TRUSTEES AND ADMINISTRATORS

          SECTION 4.1   Number of Trustees.  The number of Trustees initially
                        ------------------
shall be two, and:

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

          (b)  after the issuance of any Securities, the number of Trustees may
be increased or decreased by vote of the Holder of a Majority in liquidation
amount of the Common Securities voting as a class at a meeting of the Holder of
the Common Securities; provided, however, that there shall be a Delaware Trustee
if required by Section 4.2; and there shall always be one Trustee who shall be
the Institutional Trustee, and such Trustee may also serve as Delaware Trustee
if it meets the applicable requirements, in which case Section 2.11 shall have
no application to such entity in its capacity as Institutional Trustee.

          SECTION 4.2   Delaware Trustee.  If required by the 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 is organized under the
laws of the United States or any State thereof or the District of Columbia, has
its principal place of business in the State of Delaware, and otherwise meets
the requirements of applicable law, including (S)3807 of the Business Trust Act.

          SECTION 4.3   Institutional Trustee; Eligibility.  (a)  There shall at
                        ----------------------------------
all times be one Trustee which shall act as Institutional Trustee which shall:

          (i)    not be an Affiliate of the Sponsor;

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

          (iii)  be a banking corporation organized and doing business under the
     laws of the United States of America or any State thereof or of the
     District of Columbia and 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 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 4.3(a)(iii), the combined capital and
     surplus of such corporation shall be deemed

                                       23
<PAGE>

     to be its combined capital and surplus as set forth in its most recent
     report of condition so published.

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

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

          (d)  The initial Institutional Trustee shall be The Bank of New York.

          SECTION 4.4   Certain Qualifications of the Delaware Trustee
                        ----------------------------------------------
Generally.  The Delaware Trustee shall be a U.S. Person and either a natural
---------
person who is at least 21 years of age or a legal entity that shall act through
one or more Authorized Officers.

          SECTION 4.5   Administrators.  Each Administrator shall be a U.S.
                        --------------
Person.  The initial Administrators shall be Steven C. Smith and Shawn E.
Saunders.  There shall at all times be at least one Administrator.

          Except where a requirement for action by a specific number of
Administrators is expressly set forth in this Declaration and except with
respect to any action the taking of which is the subject of a meeting of the
Administrators, any action required or permitted to be taken by the
Administrators may be taken by, and any power of the Administrators may be
exercised by, or with the consent of, any one such Administrator.

          SECTION 4.6   Initial Delaware Trustee.  The initial Delaware Trustee
                        ------------------------
shall be The Bank of New York (Delaware).

          SECTION 4.7   Appointment, Removal and Resignation of Trustees and
                        ----------------------------------------------------
Administrators.
--------------

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

          Subject to the immediately preceding paragraph, a Relevant Trustee may
resign at any time by giving written notice thereof to the Holders of the
Securities and by appointing a successor Relevant Trustee.  Upon the resignation
of the Institutional Trustee, the Institutional Trustee shall appoint a
successor by requesting from at least three Persons meeting the eligibility
requirements, its expenses and charges to serve as the successor Institutional
Trustee on a form provided by the Administrators, and selecting the Person who
agrees to the lowest expense and charges (the "Successor Institutional
Trustee").  If the instrument of acceptance by the successor Relevant Trustee
required by Section 4.7 shall not have been delivered to the Relevant Trustee

                                       24
<PAGE>

within 60 days after the giving of such notice of resignation or delivery of the
instrument of removal, the Relevant Trustee may petition, at the expense of the
Trust, any Federal, State or District of Columbia court of competent
jurisdiction for the appointment of a successor Relevant Trustee.  Such court
may thereupon, after prescribing such notice, if any, as it may deem proper,
appoint a Relevant Trustee.  The Institutional Trustee shall have no liability
for the selection of such successor pursuant to this Section 4.7.

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

          The Institutional Trustee shall give notice of each resignation and
each removal of a Trustee and each appointment of a successor Trustee to all
Holders in the manner provided in Section 4.7(b) and shall give notice to the
Sponsor.  Each notice shall include the name of the successor Relevant Trustee
and the address of its Corporate Trust Office if it is the Institutional
Trustee.

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

          (b)  In case of the appointment hereunder of a successor Relevant
Trustee, the retiring Relevant Trustee and each successor Relevant Trustee with
respect to the Securities shall execute and deliver an amendment hereto wherein
each successor Relevant Trustee shall accept such appointment and which (a)
shall contain such provisions as shall be necessary or desirable

                                       25
<PAGE>

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

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

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

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

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

     SECTION 4.9     Effect of Vacancies.  The death, resignation, retirement,
                     -------------------
removal, bankruptcy, dissolution, liquidation, incompetence or incapacity to
perform the duties of a Trustee shall not operate to dissolve, terminate or
annul the Trust or terminate this Declaration.  Whenever a vacancy in the number
of Trustees shall occur, until such vacancy is filled by the appointment of a
Trustee in accordance with Section 4.7, the Institutional Trustee shall have all
the powers granted to the Trustees and shall discharge all the duties imposed
upon the Trustees by this Declaration.

     SECTION 4.10    Meetings of the Trustees and the Administrators.  Meetings
                     -----------------------------------------------
of the Trustees or the Administrators shall be held from time to time upon the
call of any Trustee or Administrator, as applicable.  Regular meetings of the
Trustees and the Administrators, respectively, may be in person in the United
States or by telephone, at a place (if applicable) and

                                       26
<PAGE>

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

          SECTION 4.11  Delegation of Power.  (a)  Any Trustee or any
                        -------------------
Administrator, as the case may be, may, by power of attorney consistent with
applicable law, delegate to any other natural person over the age of 21 that is
a U.S. Person his or her power for the purpose of executing any documents
contemplated in Section 2.6; and

          (b)  the Trustees shall have power to delegate from time to time to
such of their number or to any officer of the Trust that is a U.S. Person, the
doing of such things and the execution of such instruments either in the name of
the Trust or the names of the Trustees or otherwise as the 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.

                                       27
<PAGE>

     SECTION 4.12  Conversion, Consolidation or Succession to Business.  Any
                   ---------------------------------------------------
Person into which the Institutional Trustee or the Delaware Trustee, as the case
may be, may be merged or converted or with which either may be consolidated, or
any Person resulting from any merger, conversion or consolidation to which the
Institutional Trustee or the Delaware Trustee, as the case may be, shall be a
party, or any Person succeeding to all or substantially all the corporate trust
business of the Institutional Trustee or the Delaware Trustee, as the case may
be, shall be the successor of the Institutional Trustee or the Delaware Trustee,
as the case may be, hereunder, provided such Person shall be otherwise qualified
and eligible under this Article, provided, further that such Person shall file
an amendment to the Certificate of Trust with the Delaware Secretary of State as
contemplated in Section 4.7(e) without the execution or filing of any paper or
any further act on the part of any of the parties hereto.

                                   ARTICLE V

                                 DISTRIBUTIONS

     SECTION 5.1   Distributions.  Holders shall receive Distributions in
                   -------------
accordance with the applicable terms of the relevant Holder's Securities.
Distributions shall be made on the Capital Securities and the Common Securities
in accordance with the preferences set forth in their respective terms.  If and
to the extent that the Debenture Issuer makes a payment of interest (including
any Additional Interest or Deferred Interest) and/or principal on the Debentures
held by the Institutional Trustee (the amount of any such payment being a
"Payment Amount"), the Institutional Trustee shall and is directed, to the
extent funds are available in the Property Account for that purpose, to make a
distribution (a "Distribution") of the Payment Amount to Holders.

                                  ARTICLE VI

                            ISSUANCE OF SECURITIES

     SECTION 6.1   General Provisions Regarding Securities.
                   ---------------------------------------

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

     (b) The Certificates shall be signed on behalf of the Trust by one or more
Administrators. Such signature shall be the facsimile or manual signature of any
Administrator.

                                       28
<PAGE>

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

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

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

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

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

     The Trust shall also appoint a Calculation Agent, which shall determine the
Coupon Rate in accordance with the terms of the Securities.  The Trust initially
appoints the

                                       29
<PAGE>

Institutional Trustee, in its individual capacity and not as Institutional
Trustee, as Calculation Agent.

     SECTION 6.3   Form and Dating.  The Capital Securities and the
                   ---------------
Institutional Trustee's certificate of authentication thereon shall be
substantially in the form of Exhibit A-1, and the Common Securities shall be
substantially in the form of Exhibit A-2, each of which is hereby incorporated
in and expressly made a part of this Declaration.  Certificates may be typed,
printed, lithographed or engraved or may be produced in any other manner as is
reasonably acceptable to the Administrators, as conclusively evidenced by their
execution thereof.  The Securities may have letters, numbers, notations or other
marks of identification or designation and such legends or endorsements required
by law, stock exchange rule, agreements to which the Trust is subject, if any,
or usage (provided, that any such notation, legend or endorsement is in a form
acceptable to the Sponsor).  The Trust at the direction of the Sponsor shall
furnish any such legend not contained in Exhibit A-1 to the Institutional
Trustee in writing.  Each Capital Security shall be dated the date of its
authentication.  The terms and provisions of the Securities set forth in Annex I
and the forms of Securities set forth in Exhibits A-1 and A-2 are part of the
terms of this Declaration and to the extent applicable, the Institutional
Trustee, the Delaware Trustee, the Administrators and the Sponsor, by their
execution and delivery of this Declaration, expressly agree to such terms and
provisions and to be bound thereby.  Capital Securities will be issued only in
blocks having a stated liquidation amount of not less than $1,000.

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

     SECTION 6.4   Mutilated, Destroyed, Lost or Stolen Certificates.  If:
                   -------------------------------------------------

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

     (b) there shall be delivered to the Registrar, the Administrators and
the Institutional Trustee such security or indemnity as may be required by them
to keep each of them harmless; then, in the absence of notice that such
Certificate shall have been acquired by a bona fide purchaser, an Administrator
on behalf of the Trust shall execute (and in the case of a Capital Security
Certificate, the Institutional Trustee shall authenticate) and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like denomination.  In connection with the
issuance of any new Certificate under this Section 6.4, the Registrar or the
Administrators may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection therewith.  Any
duplicate Certificate issued pursuant to this Section shall constitute
conclusive evidence of an ownership interest in the relevant Securities, as if
originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.

     SECTION 6.5   Temporary Securities.  Until definitive Securities are
                   --------------------
ready for delivery, the Administrators may prepare and, in the case of the
Capital Securities, the

                                       30
<PAGE>

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

     SECTION 6.6   Cancellation.  The Administrators at any time may deliver
                   ------------
Securities to the Institutional Trustee for cancellation.  The Registrar shall
forward to the Institutional Trustee any Securities surrendered to it for
registration of transfer, redemption or payment.  The Institutional Trustee
shall promptly cancel all Securities surrendered for registration of transfer,
payment, replacement or cancellation and shall dispose of such canceled
Securities as the Administrators direct.  The Administrators may not issue new
Securities to replace Securities that have been paid or that have been delivered
to the Institutional Trustee for cancellation.

     SECTION 6.7   Rights of Holders; Waivers of Past Defaults.
                   -------------------------------------------

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

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

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

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

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

                                       31
<PAGE>

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

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

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

     (ii) all Events of Default with respect to the Debentures, other than the
non-payment of the principal of the Debentures that has become due solely by
such acceleration, have been cured or waived as provided in Section 5.07 of the
Indenture.

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

     Upon receipt by the Institutional Trustee of written notice declaring such
an acceleration, or rescission and annulment thereof, by Holders of any part of
the Capital Securities a record date shall be established for determining
Holders of outstanding Capital Securities entitled to join in such notice, which
record date shall be at the close of business on the day the Institutional
Trustee receives such notice. The Holders on such record date, or their duly
designated proxies, and only such Persons, shall be entitled to join in such
notice, whether or not such Holders remain Holders after such record date;
provided, that, unless such declaration of acceleration, or rescission and
annulment, as the case may be, shall have become effective by virtue of the
requisite percentage having joined in such notice prior to the day that is 90
days after such record date, such notice of declaration of acceleration, or
rescission and annulment, as the case may be, shall automatically and without
further action by any Holder be canceled and of no further effect. Nothing in
this paragraph shall prevent a Holder, or a proxy of a Holder, from giving,
after expiration of such 90-day period, a new written notice of declaration of
acceleration, or rescission and annulment thereof, as the case may be, that is
identical to a written notice that has been canceled pursuant to the proviso to
the preceding sentence, in which event a new record date shall be established
pursuant to the provisions of this Section 6.7.

     (c) Except as otherwise provided in paragraphs (a) and (b) of this Section
6.7, the Holders of at least a majority in liquidation amount of the Capital
Securities may, on behalf of the Holders of all the Capital Securities, waive
any past default or Event of Default and its consequences. Upon such waiver, any
such default or Event of Default shall cease to exist, and

                                       32
<PAGE>

any default or Event of Default arising therefrom shall be deemed to have been
cured, for every purpose of this Trust Agreement, but no such waiver shall
extend to any subsequent or other default or Event of Default or impair any
right consequent thereon.

                                  ARTICLE VII

                     DISSOLUTION AND TERMINATION OF TRUST

     SECTION 7.1  Dissolution and Termination of Trust.  (a)  The Trust shall
                  ------------------------------------
dissolve on the first to occur of:

     (i)   unless earlier dissolved, on July 25, 2036, the expiration of the
term of the Trust;

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

     (iii) (other than in connection with a merger, consolidation or
similar transaction not prohibited by the Indenture, this Declaration or
the Guarantee, as the case may be) the filing of a certificate of
dissolution or its equivalent with respect to the Sponsor or upon the
revocation of the charter of the Sponsor and the expiration of 90 days
after the date of revocation without a reinstatement thereof;

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

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

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

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

     (b) As soon as is practicable after the occurrence of an event referred to
in Section 7.1(a), and after satisfaction of liabilities to creditors of the
Trust as required by applicable law, including Section 3808 of the Business
Trust Act, and subject to the terms set forth in Annex I, the Institutional
Trustee shall terminate the Trust by filing a certificate of cancellation with
the Secretary of State of the State of Delaware.

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

                                       33
<PAGE>

                                  ARTICLE VIII

                             TRANSFER OF INTERESTS

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

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

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

     (d) The Registrar shall provide for the registration of Securities and of
transfers of Securities, which will be effected without charge but only upon
payment (with such indemnity as the Registrar may require) in respect of any tax
or other governmental charges that may be imposed in relation to it. Upon
surrender for registration of transfer of any Securities, the Registrar shall
cause one or more new Securities to be issued in the name of the designated
transferee or transferees. Any Security issued upon any registration of transfer
or exchange pursuant to the terms of this Declaration shall evidence the same
Security and shall be entitled to the same benefits under this Declaration as
the Security surrendered upon such registration of transfer or exchange. Every
Security surrendered for registration of transfer shall be accompanied by a
written instrument of transfer in form similar to Exhibits B and C satisfactory
to the Registrar duly executed by the Holder or such Holder's attorney duly
authorized in writing. Each Security surrendered for registration of transfer
shall be canceled by the Institutional Trustee pursuant to Section 6.6. A
transferee of a Security shall be entitled to the rights and subject to the
obligations of a Holder hereunder upon the receipt by such transferee of a
Security. By acceptance of a Security, each transferee shall be deemed to have
agreed to be bound by this Declaration.

     (e) Neither the Trust nor the Registrar shall be required (i) to issue,
register the transfer of, or exchange any Securities during a period beginning
at the opening of business 15 days before the day of any selection of Securities
for redemption and ending at the close of

                                       34
<PAGE>

business on the earliest date on which the relevant notice of redemption is
deemed to have been given to all Holders of the Securities to be redeemed, or
(ii) to register the transfer or exchange of any Security so selected for
redemption in whole or in part, except the unredeemed portion of any Security
being redeemed in part.

     SECTION 8.2     Transfer Procedures and Restrictions.
                     ------------------------------------

     (a) General.  (i)  The Capital Securities shall bear the Restricted
Securities Legend, which shall not be removed unless there is delivered to the
Trust such satisfactory evidence, which may include an opinion of counsel
licensed to practice law in the State of New York, as may be reasonably required
by the Trust, that neither the legend nor the restrictions on transfer set forth
therein are required to ensure that transfers thereof comply with the provisions
of the Securities Act or that such Securities are not "restricted" within the
meaning of Rule 144 under the Securities Act. Upon provision of such
satisfactory evidence, the Institutional Trustee, at the written direction of
the Trust, shall authenticate and deliver Capital Securities that do not bear
the legend.

     (b) Transfer and Exchange of Capital Securities. When Capital Securities
are presented to the Registrar (x) to register the transfer of such Capital
Securities, or (y) to exchange such Capital Securities for an equal number of
Capital Securities of another number, the Registrar shall register the transfer
or make the exchange as requested if its reasonable requirements for such
transaction are met; provided, however, that the Capital Securities surrendered
for registration of transfer or exchange shall be duly endorsed or accompanied
by a written instrument of transfer in form reasonably satisfactory to the Trust
and the Registrar, duly executed by the Holder thereof or his attorney duly
authorized in writing and (i) if such Capital Securities are being transferred
to a QIB, accompanied by a certificate of the transferee substantially in the
form set forth as Exhibit C hereto or (ii) if such Capital Securities are being
transferred otherwise than to a QIB, accompanied by a certificate of the
transferee substantially in the form set forth as Exhibit B hereto.

     (c) Legend.  Except as permitted by Section 8.2(a), each Capital Security
shall bear a legend (the "Restricted Securities Legend") in substantially the
following form:

     THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR ANY OTHER
APPLICABLE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS
ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY
(A) TO THE DEBENTURE ISSUER OR THE TRUST, (B) PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A

                                       35
<PAGE>

QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, (C) TO AN "ACCREDITED INVESTOR" WITHIN THE
MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE
SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE
ACCOUNT OF AN "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW
TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF
THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE DEBENTURE
ISSUER'S AND THE TRUST'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSES (C) OR (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM IN
ACCORDANCE WITH THE DECLARATION OF TRUST, A COPY OF WHICH MAY BE OBTAINED FROM
THE DEBENTURE ISSUER OR THE TRUST. THE HOLDER OF THIS SECURITY AGREES THAT IT
WILL COMPLY WITH THE FOREGOING RESTRICTIONS.

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

     THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING A
LIQUIDATION AMOUNT OF NOT LESS THAN $100,000 AND MULTIPLES OF $1,000 IN EXCESS
THEREOF. ANY ATTEMPTED TRANSFER OF THIS

                                       36
<PAGE>

SECURITY IN A BLOCK HAVING A LIQUIDATION AMOUNT OF LESS THAN $100,000 SHALL BE
DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED
TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF THIS SECURITY FOR ANY
PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
SECURITY, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST
WHATSOEVER IN THIS SECURITY.

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

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

                                  ARTICLE IX

                          LIMITATION OF LIABILITY OF
                   HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

     SECTION 9.1  Liability.  (a)  Except as expressly set forth in this
                  ---------
Declaration, the Guarantee and the terms of the Securities, the Sponsor shall
not be:

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

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

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

                                       37
<PAGE>

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

     SECTION 9.2  Exculpation.  (a)  No Indemnified Person shall be liable,
                  -----------
responsible or accountable in damages or otherwise to the Trust or any Covered
Person for any loss, damage or claim incurred by reason of any act or omission
performed or omitted by such Indemnified Person in good faith on behalf of the
Trust and in a manner such Indemnified Person reasonably believed to be within
the scope of the authority conferred on such Indemnified Person by this
Declaration or by law, except that an Indemnified Person shall be liable for any
such loss, damage or claim incurred by reason of such Indemnified Person's
negligence or willful misconduct with respect to such acts or omissions.

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

     SECTION 9.3  Fiduciary Duty.  (a)  To the extent that, at law or in
                  --------------
equity, an Indemnified Person has duties (including fiduciary duties) and
liabilities relating thereto to the Trust or to any other Covered Person, an
Indemnified Person acting under this Declaration shall not be liable to the
Trust or to any other Covered Person for its good faith reliance on the
provisions of this Declaration. The provisions of this Declaration, to the
extent that they restrict the duties and liabilities of an Indemnified Person
otherwise existing at law or in equity (other than the duties imposed on the
Institutional Trustee under the Trust Indenture Act), are agreed by the parties
hereto to replace such other duties and liabilities of the Indemnified Person.

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

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

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

     SECTION 9.4  Indemnification.  (a) (i)  The Sponsor shall indemnify, to
                  ---------------
the full extent permitted by law, any Indemnified Person who was or is a party
or is threatened to be

                                       38
<PAGE>

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 an
Indemnified Person against expenses (including attorneys' fees and expenses),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Trust, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the Indemnified Person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Trust, and, with respect to any criminal action or proceeding,
had reasonable cause to believe that his conduct was unlawful.

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

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

          (iv) Any indemnification of an Administrator under paragraphs (i) and
     (ii) of this Section 9.4(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 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 (A) by
     the Administrators by a majority vote of a Quorum consisting of such
     Administrators who were not parties to such action, suit or proceeding, (B)
     if such a Quorum is not obtainable, or, even if obtainable, if a Quorum of
     disinterested


                                       39
<PAGE>

     Administrators so directs, by independent legal counsel in a written
     opinion, or (C) by the Common Security Holder of the Trust.

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

     (b) The Sponsor shall indemnify, to the fullest extent permitted by
applicable law, each Indemnified Person from and against any and all loss,
damage, liability, tax (other than taxes based on the income of such Indemnified
Person), penalty, expense or claim of any kind or nature whatsoever incurred by
such Indemnified Person arising out of or in connection with or by reason of the
creation, administration or termination of the Trust, or any act or omission
performed or omitted by such Indemnified Person in good faith on behalf of the
Trust and in a manner such Indemnified Person reasonably believed to be within
the scope of authority conferred on such Indemnified Person by this Declaration,
except that no Indemnified Person shall be entitled to be indemnified in respect
of any loss, damage, liability, tax, penalty, expense or claim incurred by such
Indemnified Person by reason of negligence or willful misconduct with respect to
such acts or omissions.

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

                                       40
<PAGE>

Any repeal or modification of this Section 9.4 shall not affect any rights or
obligations then existing.

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

     (e) For purposes of this Section 9.4, references to "the Trust" shall
include, in addition to the resulting or surviving entity, any constituent
entity (including any constituent of a constituent) absorbed in a consolidation
or merger, so that any Person who is or was a director, trustee, officer or
employee of such constituent entity, or is or was serving at the request of such
constituent entity as a director, trustee, officer, employee or agent of another
entity, shall stand in the same position under the provisions of this Section
9.4 with respect to the resulting or surviving entity as he would have with
respect to such constituent entity if its separate existence had continued.

     (f) The indemnification and advancement of expenses provided by, or granted
pursuant to, this Section 9.4 shall, unless otherwise provided when authorized
or ratified, continue as to a Person who has ceased to be an Indemnified Person
and shall inure to the benefit of the heirs, executors and administrators of
such a Person.

     The provisions of this Section shall survive the termination of this
Declaration or the earlier resignation or removal of the Institutional Trustee.
The obligations of the Sponsor under this Section 9.4 to compensate and
indemnify the Trustees and to pay or reimburse the Trustees for expenses,
disbursements and advances shall constitute additional indebtedness hereunder.
Such additional indebtedness shall be secured by a lien prior to that of the
Securities upon all property and funds held or collected by the Trustees as
such, except funds held in trust for the benefit of the holders of particular
Securities.

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

                                       41
<PAGE>

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

     SECTION 9.6  Compensation; Fee.  The Sponsor agrees:
                  -----------------

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

     (b) except as otherwise expressly provided herein, to reimburse the
Trustees upon request for all reasonable expenses, disbursements and advances
incurred or made by the Trustees in accordance with any provision of this
Declaration (including the reasonable compensation and the expenses and
disbursements of their respective agents and counsel), except any such expense,
disbursement or advance as may be attributable to its negligence or willful
misconduct.

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

                                   ARTICLE X

                                  ACCOUNTING

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

     SECTION 10.2  Certain Accounting Matters.
                   --------------------------

     (a) At all times during the existence of the Trust, the Administrators
shall keep, or cause to be kept at the principal office of the Trust in the
United States, as defined for purposes of Treasury regulations section 301.7701-
7, full books of account, records and supporting documents, which shall reflect
in reasonable detail each transaction of the Trust.  The books of account shall
be maintained on the accrual method of accounting, in accordance with generally
accepted accounting principles, consistently applied.

     (b) The Administrators shall either (i) cause each Form 10K and Form 10Q
prepared by the Sponsor and filed with the Securities and Exchange Commission in
accordance with the Securities Exchange Act of 1934 to be delivered to each
Holder of Securities, within 90 days after the filing of each Form 10K and
within 30 days after the filing of each Form 10Q or (ii) cause to be prepared at
the principal office of the Trust in the United States, as defined for purposes
of Treasury regulations section 301.7701-7, and delivered to each of the Holders
of Securities, within 90 days after the end of each Fiscal Year of the Trust,
annual financial statements of the Trust, including a balance sheet of the Trust
as of the end of such Fiscal Year, and the related statements of income or loss.

                                       42
<PAGE>

     (c) The Administrators shall cause to be duly prepared and delivered to
each of the Holders of Securities Form 1099 or such other annual United States
federal income tax information statement required by the Code, containing such
information with regard to the Securities held by each Holder as is required by
the Code and the Treasury Regulations. Notwithstanding any right under the Code
to deliver any such statement at a later date, the Administrators shall endeavor
to deliver all such statements within 30 days after the end of each Fiscal Year
of the Trust.

     (d) The Administrators shall cause to be duly prepared in the United
States, as defined for purposes of Treasury regulations section 301.7701-7, and
filed an annual United States federal income tax return on a Form 1041 or such
other form required by United States federal income tax law, and any other
annual income tax returns required to be filed by the Administrators on behalf
of the Trust with any state or local taxing authority.

     (e) So long as the only Holder of the Capital Securities is MM Community
Funding Ltd., the Administrators will cause the Sponsor's reports on Form FR Y-
9C, FR Y-9LP and FR Y-6 to be delivered to the Holder promptly following their
filing with the Federal Reserve.

     SECTION 10.3  Banking.  The Trust shall maintain one or more bank
                   -------
accounts in the United States, as defined for purposes of Treasury regulations
section 301.7701-7, in the name and for the sole benefit of the Trust; provided,
however, that all payments of funds in respect of the Debentures held by the
Institutional Trustee shall be made directly to the Property Account and no
other funds of the Trust shall be deposited in the Property Account.  The sole
signatories for such accounts (including the Property Account) shall be
designated by the Institutional Trustee.

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

                                       43
<PAGE>

                                  ARTICLE XI

                            AMENDMENTS AND MEETINGS

     SECTION 11.1  Amendments.  (a)  Except as otherwise provided in this
                   ----------
Declaration or by any applicable terms of the Securities, this Declaration may
only be amended by a written instrument approved and executed by

     (i)   the Institutional Trustee,

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

     (iii) if the amendment affects the rights, powers, duties, obligations or
immunities of the Administrator, the Administrator, and

     (iv)  the Holder of a Majority in liquidation amount of the Common
Securities.

     (b)   Notwithstanding any other provision of this Article XI, no amendment
shall be made, and any such purported amendment shall be void and ineffective:

     (i)   unless the Institutional Trustee shall have first received

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

           (B) an opinion of counsel (who may be counsel to the Sponsor or the
     Trust) that such amendment is permitted by, and conforms to, the terms of
     this Declaration (including the terms of the Securities); or

     (ii)  if the result of such amendment would be to

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

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

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

           (D) cause the Debenture Issuer to be unable to treat an amount equal
     to the Liquidation Amount of the Debentures as "Tier 1 Capital" for
     purposes of the capital adequacy guidelines of the Federal Reserve.

                                       44
<PAGE>

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

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

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

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

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

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

     (i)   cure any ambiguity;

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

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

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

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

                                       45
<PAGE>

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

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

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

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

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

                                       46
<PAGE>

  a Delaware corporation; each meeting of the Holders of the Securities shall be
  conducted by the Administrators or by such other Person that the
  Administrators may designate; and

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

                                  ARTICLE XII

                   REPRESENTATIONS OF INSTITUTIONAL TRUSTEE
                             AND DELAWARE TRUSTEE

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

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

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

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

                                       47
<PAGE>

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

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

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

     (b) if it is not a natural person, the execution, delivery and performance
by the Delaware Trustee of this Declaration has been duly authorized by all
necessary corporate action on the part of the Delaware Trustee. This Declaration
has been duly executed and delivered by the Delaware Trustee, and it 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 (regardless of
whether considered in a proceeding in equity or at law);

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

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

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

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

                                       48
<PAGE>

                                 ARTICLE XIII

                                 MISCELLANEOUS

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

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

                    GBB Capital VI
                    c/o Greater Bay Bancorp
                    2860 West Bayshore Road
                    Palo Alto, California  94303
                    Attention: Steven C. Smith


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

                    The Bank of New York (Delaware)
                    White Clay Center, Route 273
                    Newark, Delaware 19711
                    Attention: Corporate Trust Administration
                    Telecopy:  302-283-8279


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

                    The Bank of New York
                    101 Barclay Street, Floor 21W
                    New York, NY 10286
                    Attention: Corporate Trust Administration
                    Telecopy: 212-815-5915


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

                                       49
<PAGE>

                    Greater Bay Bancorp
                    2860 West Bayshore Road
                    Palo Alto, California  94303
                    Attention: Steven C. Smith

     (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 13.2  Governing Law.  This Declaration and the rights and
                   -------------
obligations of the parties hereunder shall be governed by and interpreted in
accordance with the law of the State of Delaware and all rights, obligations and
remedies shall be governed by such laws without regard to the principles of
conflict of laws of the State of Delaware or any other jurisdiction that would
call for the application of the law of any jurisdiction other than the State of
Delaware.

     SECTION 13.3  Submission to Jurisdiction.  Each of the parties hereto
                   --------------------------
agrees that any suit, action or proceeding arising out of or based upon this
Declaration, or the transactions contemplated hereby, may be instituted in any
of the courts of the State of New York and the United State District Courts, in
each case located in the Borough of Manhattan, City and State of New York, and
further agrees to submit to the jurisdiction of any competent court in the place
of its corporate domicile in respect of actions brought against it as a
defendant.  In addition, each such party irrevocably waives, to the fullest
extent permitted by law, any objection which it may now or hereafter have to the
laying of the venue of such suit, action or proceeding brought in any such court
and irrevocably waives any claim that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum and
irrevocably waives any right to which it may be entitled on account of its place
of corporate domicile.  Each such party hereby irrevocably waives any and all
right to trial by jury in any legal proceeding arising out of or relating to
this Declaration or the transactions contemplated hereby.  Each such party
agrees that final judgment in any proceedings brought in such a court shall be
conclusive and binding upon it and may be enforced in any court to the
jurisdiction of which it is subject by a suit upon such judgment.

     Each of the Sponsor and the Holder of the Common Securities irrevocably
consents to the service of process on it in any such suit, action or proceeding
in any such court by the mailing thereof by registered or certified mail,
postage prepaid, to it at its address given in or pursuant to Section 13.1
hereof.

     To the extent permitted by law, nothing herein contained shall preclude any
party from effecting service of process in any lawful manner or from bringing
any suit, action or proceeding in respect of this Declaration in any other
state, country or place.

                                       50
<PAGE>

     SECTION 13.4  Intention of the Parties.  It is the intention of the
                   ------------------------
parties hereto that the Trust be classified for United States federal income tax
purposes as a grantor trust.  The provisions of this Declaration shall be
interpreted to further this intention of the parties.

     SECTION 13.5  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 13.6  Successors and Assigns.  Whenever in this Declaration any
                   ----------------------
of the parties hereto is named or referred to, the successors and assigns of
such party shall be deemed to be included, and all covenants and agreements in
this Declaration by the Sponsor and the Trustees shall bind and inure to the
benefit of their respective successors and assigns, whether or not so expressed.

     SECTION 13.7  Partial Enforceability.  If any provision of this
                   ----------------------
Declaration, or the application of such provision to any Person or circumstance,
shall be held invalid, the remainder of this Declaration, or the application of
such provision to persons or circumstances other than those to which it is held
invalid, shall not be affected thereby.

     SECTION 13.8  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 Administrators to any of
such counterpart signature pages. All of such counterpart signature pages shall
be read as though one, and they shall have the same force and effect as though
all of the signers had signed a single signature page.

                                       51
<PAGE>

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

                                                 THE BANK OF NEW YORK (DELAWARE)
                                                   as Delaware Trustee

                                                 By: /s/ Michael Santino
                                                    ----------------------
                                                 Name:  Michael Santino, SVP
                                                 Title

                                                 THE BANK OF NEW YORK
                                                   as Institutional Trustee

                                                 By: /s/ Mary LaGumina
                                                    ----------------------
                                                 Name:  Mary LaGumina
                                                 Title: Vice President

                                                 GREATER BAY BANCORP
                                                   as Sponsor

                                                 By: /s/ Steven C. Smith
                                                    ----------------------
                                                 Name:  Steven C. Smith
                                                 Title: Senior Vice President,
                                                        Finance and Accounting


                                                 By: /s/ Shawn E. Saunders
                                                    ----------------------
                                                    Administrator
                                                    Shawn E. Saunders

                                                 By: /s/ Steven C. Smith
                                                    ----------------------
                                                    Administrator
                                                    Steven C. Smith

<PAGE>

                                    ANNEX I

                                    TERMS OF
                            FLOATING RATE MMCapS(SM)

          Pursuant to Section 6.1 of the Amended and Restated Declaration of
Trust, dated as of July 16, 2001 (as amended from time to time, the
"Declaration"), the designation, rights, privileges, restrictions, preferences
and other terms and provisions of the Capital Securities and the Common
Securities are set out below (each capitalized term used but not defined herein
has the meaning set forth in the Declaration):

          1.     Designation and Number.
                 ----------------------

          (a)   Capital Securities.  15,000 Capital Securities of GBB Capital VI
(the "Trust"), with an aggregate stated liquidation amount with respect to the
assets of the Trust of Fifteen Million Dollars ($15,000,000) and a stated
liquidation amount with respect to the assets of the Trust of $1,000 per Capital
Security, are hereby designated for the purposes of identification only as the
"Floating Rate MMCapS(SM) (the "Capital Securities").  The Capital Security
Certificates evidencing the Capital Securities shall be substantially in the
form of Exhibit A-1 to the Declaration, with such changes and additions thereto
or deletions therefrom as may be required by ordinary usage, custom or practice
or to conform to the rules of any stock exchange on which the Capital Securities
are listed, if any.

          (b) Common Securities.  464 Common Securities of the Trust (the
"Common Securities") will be evidenced by Common Security Certificates
substantially in the form of Exhibit A-2 to the Declaration, with such changes
and additions thereto or deletions therefrom as may be required by ordinary
usage, custom or practice.  In the absence of an Event of Default the Common
Securities will have an aggregate stated liquidation amount with respect to the
assets of the Trust of Four Hundred and Sixty-Four Thousand Dollars ($464,000)
and a stated liquidation amount with respect to the assets of the Trust of
$1,000 per Common Security.

          2.  Distributions.  (a)  Distributions payable on each Security will
              -------------
be payable at a variable per annum rate of interest, reset semi-annually, equal
to LIBOR (as defined in the Indenture) plus 3.75% (the "Coupon Rate") of the
stated liquidation amount of $1,000 per Security, such rate being the rate of
interest payable on the Debentures to be held by the Institutional Trustee;
provided, that the applicable Coupon Rate may not exceed 12.50% through the
--------
Interest Payment Date in July 2011. Except as set forth below in respect of an
Extension Period, Distributions in arrears for more than one semi-annual period
will bear interest thereon compounded semi-annually at the applicable Coupon
Rate for each such semi-annual period (to the extent permitted by applicable
law).  The term "Distributions" as used herein includes cash distributions and
any such compounded distributions payable unless otherwise stated.  A
Distribution is payable only to the extent that payments are made in respect of
the Debentures held by the Institutional Trustee and to the extent the
Institutional Trustee has funds available in the Property Account therefor.  The
amount of Distributions payable for any period will be computed for any full
semi-annual period on the basis of a 360-day year and the actual number of days
elapsed in the relevant period.

                                     A-I-1
<PAGE>

          (b) LIBOR shall be determined by the Calculation Agent in accordance
with the following provisions:

          (1) On the second LIBOR Business Day (provided that on such day
     commercial banks are open for business (including dealings in foreign
     currency deposits) in London (a "LIBOR Banking Day"), and otherwise the
     next preceding LIBOR Business Day that is also a LIBOR Banking Day) prior
     to August 1 and February 1 (except, with respect to the first interest
     payment period, on July 12, 2001), (each such day, a "LIBOR Determination
     Date"), LIBOR shall equal the rate, as obtained by the Calculation Agent
     for six-month Eurodollar deposits in Europe which appears on Telerate Page
     3750 (as defined in the International Swaps and Derivatives Association,
     Inc. 1991 Interest Rate and Currency Exchange Definitions) or such other
     page as may replace such Page 3750, as of 11:00 a.m. (London time) on such
     LIBOR Determination Date, as reported by Bloomberg Financial Markets
     Commodities News.  "LIBOR Business Day" means any day that is not a
     Saturday, Sunday or other day on which commercial banking institutions in
     New York, New York, are authorized or obligated by law or executive order
     to be closed. If such rate is superseded on Telerate Page 3750 by a
     corrected rate before 12:00 noon (London time) on the same LIBOR
     Determination Date, the corrected rate as so substituted will be the
     applicable LIBOR for that LIBOR Determination Date.

          (2) If, on any LIBOR Determination Date, such rate does not
     appear on Telerate Page 3750 or such other page as may replace such Page
     3750, the Calculation Agent shall determine the arithmetic mean of the
     offered quotations of the Reference Banks (as defined below) to leading
     banks in the London interbank market for six-month U.S. Dollar deposits in
     Europe (in an amount determined by the Calculation Agent) by reference to
     requests for quotations as of approximately 11:00 a.m. (New York time) on
     the LIBOR Determination Date made by the Calculation Agent to the Reference
     Banks. If, on any LIBOR Determination Date, at least two of the Reference
     Banks provide such quotations, LIBOR shall equal the arithmetic mean of
     such quotations. If, on any LIBOR Determination Date, only one or none of
     the Reference Banks provide such quotations, LIBOR shall be deemed to be
     the arithmetic mean of the offered quotations that at least two leading
     banks in The City of New York (as selected by the Calculation Agent) are
     quoting on the relevant LIBOR Determination Date for six-month U.S. Dollar
     deposits in Europe at approximately 11:00 a.m. (New York time) (in an
     amount determined by the Calculation Agent). As used herein, "Reference
     Banks" means four major banks in the London interbank market selected by
     the Calculation Agent.

          (3) If the Calculation Agent is required but is unable to
     determine a rate in accordance with at least one of the procedures provided
     above, LIBOR shall be LIBOR in effect on the previous LIBOR Determination
     Date (whether or not LIBOR for such period was in fact determined on such
     LIBOR Determination Date).

          (c) All percentages resulting from any calculations on the Debt
Securities will be rounded, if necessary, to the nearest one hundred-thousandth
of a percentage point, with five one-millionths of a percentage point rounded
upward (e.g., 9.876545% (or .09876545) being

                                     A-I-2
<PAGE>

rounded to 9.87655% (or .0987655)), and all dollar amounts used in or resulting
from such calculation will be rounded to the nearest cent (with one-half cent
being rounded upward).

          (d) On each LIBOR Determination Date, the Calculation Agent shall
notify the Company and the Paying Agent of the applicable Coupon Rate in effect
for the related interest payment period.  The Calculation Agent shall, upon the
request of the holder of any Debt Securities, provide the Coupon Rate then in
effect.  All calculations made by the Calculation Agent in the absence of
manifest error shall be conclusive for all purposes and binding on the Company
and the Holders of the Debt Securities.  The Paying Agent shall be entitled to
rely on information received from the Calculation Agent or the Company as to the
Coupon Rate.  The Company shall, from time to time, provide any necessary
information to the Paying Agent relating to any original issue discount and
interest on the Debt Securities that is included in any payment and reportable
for taxable income calculation purposes.

          (e) Distributions on the Securities will be cumulative, will accrue
from the date of original issuance, and will be payable, subject to extension of
distribution payment periods as described herein, semi-annually in arrears on
January 25 and July 25 of each year, commencing on January 25, 2002 (each, a
"Distribution Payment Date").  The Debenture Issuer has the right under the
Indenture to defer payments of interest on the Debentures by extending the
interest payment period for up to 10 consecutive semi-annual periods (each, an
"Extension Period") at any time and from time to time on the Debentures, subject
to the conditions described below, during which Extension Period no interest
shall be due and payable (except any Additional Interest that may be due and
payable) although such interest would continue to accrue on the Debentures, and
interest will accrue on such Deferred Interest at an annual rate equal to the
Coupon Rate in effect for each such Extension Period, compounded semi-annually
to the extent permitted by law.  No Extension Period may end on a date other
than a Distribution Payment Date.  At the end of any such Extension Period the
Debenture Issuer shall pay all Deferred Interest; provided, however, that no
Extension Period may extend beyond the Maturity Date and provided further, that,
during any such Extension Period, the Debenture Issuer may not (i) declare or
pay any dividends or distributions on, or redeem, purchase, acquire, or make a
liquidation payment with respect to, any of the Debenture Issuer's capital stock
or (ii) make any payment of principal of or interest or premium, if any, on or
repay, repurchase or redeem any debt securities of the Debenture Issuer that
rank pari passu in all respects with or junior in interest to the Debentures
(other than (a) repurchases, redemptions or other acquisitions of shares of
capital stock of the Debenture Issuer in connection with any employment
contract, benefit plan or other similar arrangement with or for the benefit of
one or more employees, officers, directors or consultants, in connection with a
dividend reinvestment or stockholder stock purchase plan or in connection with
the issuance of capital stock of the Debenture Issuer (or securities convertible
into or exercisable for such capital stock) as consideration in an acquisition
transaction entered into prior to the applicable Extension Period, (b) as a
result of any exchange or conversion of any class or series of the Debenture
Issuer's capital stock (or any capital stock of a subsidiary of the Debenture
Issuer) for any class or series of the Debenture Issuer's capital stock or of
any class or series of the Debenture Issuer's indebtedness for any class or
series of the Debenture Issuer's capital stock, (c) the purchase of fractional
interests in shares of the Debenture Issuer's capital stock pursuant to the
conversion or exchange provisions of such capital stock or the security being
converted or exchanged, (d) any declaration of a dividend in

                                     A-I-3
<PAGE>

connection with any stockholder's rights plan, or the issuance of rights, stock
or other property under any stockholder's rights plan, or the redemption or
repurchase of rights pursuant thereto, or (e) any dividend in the form of stock,
warrants, options or other rights where the dividend stock or the stock issuable
upon exercise of such warrants, options or other rights is the same stock as
that on which the dividend is being paid or ranks pari passu with or junior to
such stock). Prior to the termination of any Extension Period, the Debenture
Issuer may further extend such period, provided that such period together with
all such previous and further consecutive extensions thereof shall not exceed 10
consecutive semi-annual periods, or extend beyond the Maturity Date. Upon the
termination of any Extension Period and upon the payment of all Deferred
Interest, the Debenture Issuer may commence a new Extension Period, subject to
the foregoing requirements. No interest or Deferred Interest shall be due and
payable during an Extension Period, except at the end thereof, but each
installment of interest that would otherwise have been due and payable during
such Extension Period shall bear Deferred Interest. If Distributions are
deferred, the Distributions due shall be paid on the date that the related
Extension Period terminates, or, if such date is not a Distribution Payment
Date, on the immediately following Distribution Payment Date, to Holders of the
Securities as they appear on the books and records of the Trust on the record
date immediately preceding such date. Distributions on the Securities must be
paid on the dates payable (after giving effect to any Extension Period) to the
extent that the Trust has funds available for the payment of such distributions
in the Property Account of the Trust. The Trust's funds available for
Distribution to the Holders of the Securities will be limited to payments
received from the Debenture Issuer. The payment of Distributions out of moneys
held by the Trust is guaranteed by the Guarantor pursuant to the Guarantee.

          (f) Distributions on the Securities will be payable to the Holders
thereof as they appear on the books and records of the Trust on the relevant
record dates.  The relevant record dates shall be selected by the
Administrators, which dates shall be 15 days before the relevant payment dates.
Distributions payable on any Securities that are not punctually paid on any
Distribution Payment Date, as a result of the Debenture Issuer having failed to
make a payment under the Debentures, as the case may be, when due (taking into
account any Extension Period), will cease to be payable to the Person in whose
name such Securities are registered on the relevant record date, and such
defaulted Distribution will instead be payable to the Person in whose name such
Securities are registered on the special record date or other specified date
determined in accordance with the Indenture.  If any date on which Distributions
are payable on the Securities is not a Business Day, then payment of the
Distribution payable on such date will be made on the next succeeding day that
is a Business Day (and without any interest or other payment in respect of any
such delay) except that, if such Business Day is in the next succeeding calendar
year, such payment shall be made on the immediately preceding Business Day, in
each case with the same force and effect as if made on such payment date.

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

          3.  Liquidation Distribution Upon Dissolution.  In the event of the
              -----------------------------------------
voluntary or involuntary liquidation, dissolution, winding-up or termination of
the Trust (each, a

                                     A-I-4
<PAGE>

"Liquidation") other than in connection with a redemption of the Debentures, the
Holders of the Securities will be entitled to receive out of the assets of the
Trust available for distribution to Holders of the Securities, after
satisfaction of liabilities to creditors of the Trust (to the extent not
satisfied by the Debenture Issuer), distributions equal to the aggregate of the
stated liquidation amount of $1,000 per Security plus accrued and unpaid
Distributions thereon to the date of payment (such amount being the "Liquidation
Distribution"), unless in connection with such Liquidation, the Debentures in an
aggregate stated principal amount equal to the aggregate stated liquidation
amount of such Securities, with an interest rate equal to the Coupon Rate of,
and bearing accrued and unpaid interest in an amount equal to the accrued and
unpaid Distributions on, and having the same record date as, such Securities,
after paying or making reasonable provision to pay all claims and obligations of
the Trust in accordance with Section 3808(e) of the Business Trust Act, shall be
distributed on a Pro Rata basis to the Holders of the Securities in exchange for
such Securities.

          The Sponsor, as the Holder of all of the Common Securities, has the
right at any time to dissolve the Trust (including without limitation upon the
occurrence of a Tax Event, an Investment Company Event or a Capital Treatment
Event), subject to the receipt by the Debenture Issuer of prior approval from
the Board of Governors of the Federal Reserve System (the "Federal Reserve"), if
then required under applicable capital guidelines or policies of the Federal
Reserve and, after satisfaction of liabilities to creditors of the Trust, cause
the Debentures to be distributed to the Holders of the Securities on a Pro Rata
basis in accordance with the aggregate stated liquidation amount thereof.

          The Trust shall dissolve on the first to occur of (i) July 25, 2036,
the expiration of the term of the Trust, (ii) a Bankruptcy Event with respect to
the Sponsor, Trust or the Debenture Issuer, (iii) (other than in connection with
a merger, consolidation or similar transaction not prohibited by the Indenture,
this Declaration or the Guarantee, as the case may be) the filing of a
certificate of dissolution of the Sponsor or upon the revocation of the charter
of the Sponsor and the expiration of 90 days after the date of revocation
without a reinstatement thereof, (iv) the distribution to the Holders of the
Securities of the Debentures, upon exercise of the right of the Holder of all of
the outstanding Common Securities to dissolve the Trust as described above, (v)
the entry of a decree of a judicial dissolution of the Sponsor or the Trust, or
(vi) when all of the Securities shall have been called for redemption and the
amounts necessary for redemption thereof shall have been paid to the Holders in
accordance with the terms of the Securities.  As soon as practicable after the
dissolution of the Trust and upon completion of the winding up of the Trust, the
Trust shall terminate upon the filing of a certificate of cancellation with the
Secretary of State of the State of Delaware.

          If a Liquidation of the Trust occurs as described in clause (i), (ii),
(iii) or (v) in the immediately preceding paragraph, the Trust shall be
liquidated by the Trustees of the Trust as expeditiously as such Trustees
determine to be possible by distributing, after satisfaction of liabilities to
creditors of the Trust, to the Holders of the Securities, the Debentures on a
Pro Rata basis to the extent not satisfied by the Debenture Issuer, unless such
distribution is determined by the Institutional Trustee not to be practical, in
which event such Holders will be entitled to receive out of the assets of the
Trust available for distribution to the Holders, after satisfaction of
liabilities of creditors of the Trust to the extent not satisfied by the
Debenture Issuer, an amount

                                     A-I-5
<PAGE>

equal to the Liquidation Distribution. An early Liquidation of the Trust
pursuant to clause (iv) above shall occur if the Institutional Trustee
determines that such Liquidation is possible by distributing, after satisfaction
of liabilities to creditors of Trust, to the Holders of the Securities on a Pro
Rata basis, the Debentures, and such distribution occurs.

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

          Upon any such Liquidation of the Trust involving a distribution of the
Debentures, if at the time of such Liquidation, the Capital Securities were
rated by at least one nationally-recognized statistical rating organization, the
Debenture Issuer will use its reasonable best efforts to obtain from at least
one such or other rating organization a rating for the Debentures.

          After the date for any distribution of the Debentures upon dissolution
of the Trust, (i) the Securities of the Trust will be deemed to be no longer
outstanding, (ii) any certificates representing the Capital Securities will be
deemed to represent undivided beneficial interests in such of the Debentures as
have an aggregate principal amount equal to the aggregate stated liquidation
amount of, with an interest rate identical to the distribution rate of, and
bearing accrued and unpaid interest equal to accrued and unpaid distributions
on, the Securities until such certificates are presented to the Debenture Issuer
or its agent for transfer or reissuance (and until such certificates are so
surrendered, no payments of interest or principal shall be made to Holders of
Securities in respect of any payments due and payable under the Debentures) and
(iii) all rights of Holders of Securities under the Capital Securities or the
Common Securities, as applicable, shall cease, except the right of such Holders
to receive Debentures upon surrender of certificates representing such
Securities.

          4.  Redemption and Distribution.
              ---------------------------

          (a) The Debentures will mature on July 25, 2031.  The Debentures may
be redeemed by the Debenture Issuer, in whole or in part, on any January 25 or
July 25 on or after July 25, 2006, at the Redemption Price, upon not less than
30 days nor more than 60 day's notice to Holders of such Debentures.  In
addition, upon the occurrence and continuation of a Tax Event, an Investment
Company Event or a Capital Treatment Event, the Debentures may be redeemed by
the Debenture Issuer in whole but not in part, at any time within 90 days
following the occurrence of such Tax Event, Investment Company Event or Capital
Treatment Event, as the case may be (the "Special Redemption Date"), at the
Special Redemption Price, upon not less than 30 nor more than 60 days' notice to
Holders of the Debentures so long as such Tax Event, Investment Company Event or
Capital Treatment Event, as the case may be, is continuing.  In each case, the
right of the Debenture Issuer to redeem the Debentures is subject to the
Debenture Issuer having received prior approval from the Federal Reserve, if
then required under applicable capital guidelines or policies of the Federal
Reserve.

                                     A-I-6
<PAGE>

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

          "Investment Company Event" means the receipt by the Company and the
Trust of an opinion of counsel experienced in such matters to the effect that,
as a result of the occurrence of a change in law or regulation or written change
in interpretation or application of law or regulation by any legislative body,
court, governmental agency or regulatory authority, there is more than an
insubstantial risk that the Trust is or, within 90 days of the date of such
opinion will be, considered an "investment company" that is required to be
registered under the Investment Company Act of 1940, as amended, which change or
prospective change becomes effective or would become effective, as the case may
be, on or after the date of the original issuance of the Debentures.

          "Capital Treatment Event" means the receipt by the Debenture Issuer
and the Trust of an opinion of counsel experienced in such matters to the effect
that, as a result of the occurrence of any amendment to, or change in, the laws,
rules or regulations of the United States or any political subdivision thereof
or therein, or as the result of any official or administrative pronouncement or
action or decision interpreting or applying such laws, rules or regulations,
which amendment or change is effective or which pronouncement, action or
decision is announced on or after the date of original issuance of the
Debentures, there is more than an insubstantial risk that the Debenture Issuer
will not, within 90 days of the date of such opinion, be entitled to treat an
amount equal to the aggregate Liquidation Amount of the Capital Securities as
"Tier I Capital" (or the then equivalent thereof) for purposes of the capital
adequacy guidelines of the Federal Reserve, as then in effect and applicable to
the Debenture Issuer; provided, however, that the distribution of the Debentures
in connection with the Liquidation of the Trust by the Debenture Issuer shall
not in and of itself constitute a Capital Treatment Event unless such
Liquidation shall have occurred in connection with a Tax Event or an Investment
Company Event.

                                     A-I-7
<PAGE>

          "Special Event" means any of a Capital Treatment Event, a Tax Event or
an Investment Company Event.

          "Redemption Price" means the price set forth in the following table
for any Redemption Date or Special Redemption Date that occurs within the
twelve-month period beginning in the relevant year indicated below, expressed in
percentage of the principal amount of the Debt Securities being redeemed:

<TABLE>
<CAPTION>
                       Year                        Percentage
             <S>                                   <C>
                  July 25, 2006                     107.6875
                  July 25, 2007                     106.1500
                  July 25, 2008                     104.6125
                  July 25, 2009                     103.0750
                  July 25, 2010                     101.5375
             July 25, 2011 and after                100.0000
</TABLE>

plus accrued and unpaid interest on such Debentures to the Redemption Date or,
in the case of a redemption due to the occurrence of a Special Event, to the
Special Redemption Date.

          "Special Redemption Price" means (1) if the Special Redemption Date is
before July 25, 2006, the greater of (a) 100% of the principal amount of the
Debentures being redeemed pursuant to Section 10.02 of the Indenture or (b) as
determined by a Quotation Agent, the sum of the present values of the principal
amount and the premium payable as part of the Redemption Price with respect to a
redemption as of July 25, 2006 together with the present value of interest
payments calculated at a fixed per annum rate of interest equal to 10.25% over
the Remaining Life of such Debentures, discounted to the Special Redemption Date
on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate plus 0.50%, plus, in the case of either (a) or (b),
accrued and unpaid interest on such Debentures to the Special Redemption Date
and (2) if the Special Redemption Date is on or after July 25, 2006, the
Redemption Price for such Special Redemption Date.

          "Comparable Treasury Issue" means, with respect to any Special
Redemption Date, the United States Treasury security selected by the Quotation
Agent as having a maturity comparable to the Remaining Life that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the Remaining Life.  If no United States Treasury security has a
maturity which is within a period from three months before to three months after
July 25, 2006, the two most closely corresponding United States Treasury
securities shall be used as the Comparable Treasury Issue, and the Treasury Rate
shall be interpolated or extrapolated on a straight-line basis, rounding to the
nearest month using such securities.

                                     A-I-8
<PAGE>

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

          "Primary Treasury Dealer" shall mean a primary United States
Government securities dealer in New York City.

          "Quotation Agent" means Salomon Smith Barney Inc. and its successors;
provided, however, that if the foregoing shall cease to be a Primary Treasury
Dealer, the Debenture Issuer shall substitute therefor another Primary Treasury
Dealer.

          "Redemption Date" shall mean the date fixed for the redemption of
Capital Securities, which shall be any January 25 or July 25 commencing on July
25, 2006.

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

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

          "Remaining Life" means, with respect to any Debentures the period from
the Special Redemption Date for such Debentures to July 25, 2006.

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

                                     A-I-9
<PAGE>

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

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

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

          (e) Redemption or Distribution Procedures.

               (i) Notice of any redemption of, or notice of distribution of the
     Debentures in exchange for, the Securities (a "Redemption/Distribution
     Notice") will be given by the Trust by mail to each Holder of Securities to
     be redeemed or exchanged not fewer than 30 nor more than 60 days before the
     date fixed for redemption or exchange thereof which, in the case of a
     redemption, will be the date fixed for redemption of the Debentures.  For
     purposes of the calculation of the date of redemption or exchange and the
     dates on which notices are given pursuant to this Section 4(e)(i), a
     Redemption/Distribution Notice shall be deemed to be given on the day such
     notice is first mailed by first-class mail, postage prepaid, to Holders of
     such Securities. Each Redemption/Distribution Notice shall be addressed to
     the Holders of such Securities at the address of each such Holder appearing
     on the books and records of the Trust. No defect in the Redemption/
     Distribution Notice or in the mailing thereof with respect to any Holder
     shall affect the validity of the redemption or exchange proceedings with
     respect to any other Holder.

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

               (iii)  If the Securities are to be redeemed and the Trust gives a
     Redemption/Distribution Notice, which notice may only be issued if the
     Debentures are redeemed as set out in this Section 4 (which notice will be
     irrevocable), then, provided that the Institutional Trustee has a
     sufficient amount of cash in connection with the related redemption or
     maturity of the Debentures, the Institutional Trustee will pay the relevant
     Redemption Price to the Holders of such Securities by check mailed to the
     address of each such Holder appearing on the books and records of the Trust
     on the redemption date.  If a Redemption/Distribution Notice shall have
     been given and funds deposited as required then immediately prior to the
     close of business on the date of such

                                    A-I-10
<PAGE>

     deposit Distributions will cease to accrue on the Securities so called for
     redemption and all rights of Holders of such Securities so called for
     redemption will cease, except the right of the Holders of such Securities
     to receive the applicable Redemption Price specified in Section 4(a), but
     without interest on such Redemption Price. If any date fixed for redemption
     of Securities is not a Business Day, then payment of any such Redemption
     Price payable on such date will be made on the next succeeding day that is
     a Business Day (and without any interest or other payment in respect of any
     such delay) except that, if such Business Day falls in the next calendar
     year, such payment will be made on the immediately preceding Business Day,
     in each case with the same force and effect as if made on such date fixed
     for redemption. If payment of the Redemption Price in respect of any
     Securities is improperly withheld or refused and not paid either by the
     Trust or by the Debenture Issuer as guarantor pursuant to the Guarantee,
     Distributions on such Securities will continue to accrue at the then
     applicable rate from the original redemption date to the actual date of
     payment, in which case the actual payment date will be considered the date
     fixed for redemption for purposes of calculating the Redemption Price. In
     the event of any redemption of the Capital Securities issued by the Trust
     in part, the Trust shall not be required to (i) issue, register the
     transfer of or exchange any Security during a period beginning at the
     opening of business 15 days before any selection for redemption of the
     Capital Securities and ending at the close of business on the earliest date
     on which the relevant notice of redemption is deemed to have been given to
     all Holders of the Capital Securities to be so redeemed or (ii) register
     the transfer of or exchange any Capital Securities so selected for
     redemption, in whole or in part, except for the unredeemed portion of any
     Capital Securities being redeemed in part.

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

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

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

          (b) Subject to the requirements of obtaining a tax opinion by the
Institutional Trustee in certain circumstances set forth in the last sentence of
this paragraph, the Holders of a Majority in liquidation amount of the Capital
Securities, voting separately as a class, have the right to direct the time,
method, and place of conducting any proceeding for any remedy available to the
Institutional Trustee, or exercising any trust or power conferred upon the
Institutional Trustee under the Declaration, including the right to direct the
Institutional Trustee,

                                    A-I-11
<PAGE>

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

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

                                    A-I-12
<PAGE>

Majority represents of the aggregate principal amount of the Debentures
outstanding. The Institutional Trustee shall not take any such action in
accordance with the written directions of the Holders of the Securities unless
the Institutional Trustee has obtained an opinion of tax counsel to the effect
that, as a result of such action, the Trust will not be classified as other than
a grantor trust for United States federal income tax purposes.

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

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

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

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

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

          (c) Subject to Section 6.7 of the Declaration and only after each
Event of Default (if any) with respect to the Capital Securities has been cured,
waived or otherwise eliminated and subject to the requirements of the second to
last sentence of this paragraph, the Holders of a Majority in liquidation amount
of the Common Securities, voting separately as a class, may direct the time,
method, and place of conducting any proceeding for any remedy available to the
Institutional Trustee, or exercising any trust or power conferred upon the

                                    A-I-13
<PAGE>

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

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

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

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

                                    A-I-14
<PAGE>

amendment or proposal referred to in clause (i) above would adversely affect
only the Capital Securities or only the Common Securities, then only the
affected 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 Securities.

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

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

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

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

          9.  Ranking.  The Capital Securities rank pari passu with and payment
              -------
thereon shall be made Pro Rata with the Common Securities except that, where an
Event of Default has

                                    A-I-15
<PAGE>

occurred and is continuing, the rights of Holders of the Common Securities to
receive payment of Distributions and payments upon liquidation, redemption and
otherwise are subordinated to the rights of the Holders of the Capital
Securities with the result that no payment of any Distribution on, or Redemption
Price of, any Common Security, and no other payment on account of redemption,
liquidation or other acquisition of Common Securities, shall be made unless
payment in full in cash of all accumulated and unpaid Distributions on all
outstanding Capital Securities for all distribution periods terminating on or
prior thereto, or in the case of payment of the Redemption Price the full amount
of such Redemption Price on all outstanding Capital Securities then called for
redemption, shall have been made or provided for, and all funds immediately
available to the Institutional Trustee shall first be applied to the payment in
full in cash of all Distributions on, or the Redemption Price of, the Capital
Securities then due and payable.

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

          11.  No Preemptive Rights.  The Holders of the Securities shall have
               --------------------
no preemptive or similar rights to subscribe for any additional securities.

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

                                    A-I-16
<PAGE>

                                  EXHIBIT A-1

                      FORM OF CAPITAL SECURITY CERTIFICATE

                           [FORM OF FACE OF SECURITY]

          THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR ANY
OTHER APPLICABLE SECURITIES LAWS.  NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.  THE HOLDER OF THIS SECURITY BY ITS
ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY
(A) TO THE DEBENTURE ISSUER OR THE TRUST, (B) PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) TO AN "ACCREDITED
INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE
501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT,
OR FOR THE ACCOUNT OF AN "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT
WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN
VIOLATION OF THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE
DEBENTURE ISSUER'S AND THE TRUST'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR
TRANSFER PURSUANT TO CLAUSES (C) OR (D) TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM IN
ACCORDANCE WITH THE DECLARATION OF TRUST, A COPY OF WHICH MAY BE OBTAINED FROM
THE DEBENTURE ISSUER OR THE TRUST.  THE HOLDER OF THIS SECURITY AGREES THAT IT
WILL COMPLY WITH THE FOREGOING RESTRICTIONS.

          THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES,
REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL
RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"),
(EACH A "PLAN"), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY
REASON OF ANY PLAN'S INVESTMENT IN THE ENTITY AND NO PERSON INVESTING "PLAN
ASSETS" OF ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST THEREIN,
UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE

                                     A-1-1
<PAGE>

EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION
CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE
EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY IS NOT PROHIBITED BY
SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE
OR HOLDING. ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANY INTEREST THEREIN
WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT
EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3)
OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE
OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY
OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO
FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE WILL NOT RESULT IN A PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH
THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.

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

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

                                     A-1-2
<PAGE>

   Certificate Number  P-1             Number of Capital Securities  15,000

                            CUSIP NO [___________]

                   Certificate Evidencing Capital Securities

                                      of

                                GBB Capital VI

                           Floating Rate MMCapS(SM)

               (liquidation amount $1,000 per Capital Security)

          GBB Capital VI, a statutory business trust created under the laws of
the State of Delaware (the "Trust"), hereby certifies that [______________] (the
"Holder") is the registered owner of securities of the Trust representing
undivided beneficial interests in the assets of the Trust, designated the
Floating Rate MMCapS(SM) (liquidation amount $1,000 per Capital Security) (the
"Capital Securities").  Subject to the Declaration (as defined below), the
Capital Securities are transferable on the books and records of the Trust, in
person or by a duly authorized attorney, upon surrender of this Certificate duly
endorsed and in proper form for transfer.  The designation, rights, privileges,
restrictions, preferences and other terms and provisions of the Capital
Securities represented hereby are issued pursuant to, and shall in all respects
be subject to, the provisions of the Amended and Restated Declaration of Trust
of the Trust dated as of July 16, 2001, among Steven C. Smith and Shawn E.
Saunders, as Administrators, The Bank of New York (Delaware), as Delaware
Trustee, The Bank of New York, as Institutional Trustee, Greater Bay Bancorp, as
Sponsor, and the holders from time to time of undivided beneficial interests in
the assets of the Trust, including the designation of the terms of the Capital
Securities as set forth in Annex I to the Declaration, as the same may be
amended from time to time (the "Declaration"). Capitalized terms used herein but
not defined shall have the meaning given them in the Declaration.  The Holder is
entitled to the benefits of the Guarantee to the extent provided therein.  The
Sponsor will provide a copy of the Declaration, the Guarantee, and the Indenture
to the Holder without charge upon written request to the Trust at its principal
place of business.

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

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

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

                                     A-1-3
<PAGE>

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

                                         GBB CAPITAL VI

                                         By:________________________________
                                            Name:
                                            Title: Administrator

                                         Dated:_____________________________


                         CERTIFICATE OF AUTHENTICATION

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

                                         THE BANK OF NEW YORK, as the
                                           Institutional Trustee

                                         By:
                                                     Authorized Officer

                                         Dated:____________________________

                                     A-1-4
<PAGE>

                         [FORM OF REVERSE OF SECURITY]

          Distributions payable on each Capital Security will be payable at a
variable per annum rate of interest, reset semi-annually, equal to LIBOR (as
defined in the Indenture) plus 3.75% (the "Coupon Rate") (provided, that the
applicable Coupon Rate may not exceed 12.50% through the Interest Payment Date
in July 2011) of the stated liquidation amount of $1,000 per Capital Security,
such rate being the rate of interest payable on the Debentures to be held by the
Institutional Trustee.  Except as set forth below in respect of an Extension
Period, Distributions in arrears for more than one semi-annual period will bear
interest thereon compounded semi-annually at the applicable Coupon Rate for each
such semi-annual period (to the extent permitted by applicable law).  The term
"Distributions" as used herein includes cash distributions, any such compounded
interest and any Additional Interest payable on the Debentures unless otherwise
stated.  A Distribution is payable only to the extent that payments are made in
respect of the Debentures held by the Institutional Trustee and to the extent
the Institutional Trustee has funds available in the Property Account therefor.
The amount of Distributions payable for any period will be computed for any full
semi-annual Distribution period on the basis of a 360-day year and the actual
number of days elapsed in the relevant Distribution period.

          Except as otherwise described below, Distributions on the Capital
Securities will be cumulative, will accrue from the date of original issuance
and will be payable semi-annually in arrears on January 25 and July 25 of each
year, commencing on January 25, 2002 (each, a "Distribution Payment Date").  The
Debenture Issuer has the right under the Indenture to defer payments of interest
on the Debentures by extending the interest payment period for up to 10
consecutive semi-annual periods (each, an "Extension Period") at any time and
from time to time on the Debentures, subject to the conditions described below,
during which Extension Period no interest shall be due and payable (except any
Additional Interest that may be due and payable) although such interest would
continue to accrue on the Debentures, and Interest will accrue on such Deferred
Interest, at an annual rate equal to the Coupon Rate in effect for each such
Extension Period, compounded semi-annually to the extent permitted by law.  No
Extension Period may end on a date other than a Distribution Payment Date.  At
the end of any such Extension Period the Debenture Issuer shall pay all Deferred
Interest then accrued and unpaid on the Debentures; provided however, that no
Extension Period may extend beyond the Maturity Date.  Prior to the termination
of any Extension Period, the Debenture Issuer may further extend such period,
provided that such period together with all such previous and further
consecutive extensions thereof shall not exceed 10 consecutive semi-annual
periods, or extend beyond the Maturity Date.  Upon the termination of any
Extension Period and upon the payment of all Deferred Interest, the Debenture
Issuer may commence a new Extension Period, subject to the foregoing
requirements.  No interest or Deferred Interest shall be due and payable during
an Extension Period, except at the end thereof, but each installment of interest
that would otherwise have been due and payable during such Extension Period
shall bear Deferred Interest.  If Distributions are deferred, the Distributions
due shall be paid on the date that the related Extension Period terminates, or,
if such date is not a Distribution Payment Date, on the immediately following
Distribution Payment Date, to Holders of the Securities as they appear on the
books and records of the Trust on the record date immediately preceding such
date.  Distributions on the Securities must be paid on the dates payable (after
giving effect to any Extension Period) to the extent that the Trust has funds
available for the payment of such distributions in the Property Account of the
Trust.  The Trust's funds available for Distribution to the Holders of the
Securities will be limited to payments received from the Debenture Issuer.

                                     A-1-5
<PAGE>

The payment of Distributions out of moneys held by the Trust is guaranteed by
the Guarantor pursuant to the Guarantee.

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

                                     A-1-6
<PAGE>

                                   ASSIGNMENT

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

________________________

________________________

________________________


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

________________________

________________________

________________________


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

          Date:_____________________________

          Signature:________________________

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

          Signature Guarantee:/1/_____________________________

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

                                    A-1-7
<PAGE>

                                  EXHIBIT A-2

                      FORM OF COMMON SECURITY CERTIFICATE

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

          EXCEPT AS SET FORTH IN SECTION 8.1(b) OF THE DECLARATION (AS DEFINED
BELOW), THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED.

        Certificate Number  C-1        Number of Common Securities  464

                   Certificate Evidencing Common Securities

                                      of

                                GBB Capital VI

          GBB Capital VI, a statutory business trust created under the laws of
the State of Delaware (the "Trust"), hereby certifies that Greater Bay Bancorp
(the "Holder") is the registered owner of common securities of the Trust
representing undivided beneficial interests in the assets of the Trust (the
"Common Securities").  The designation, rights, privileges, restrictions,
preferences and other terms and provisions of the Common Securities represented
hereby are issued pursuant to, and shall in all respects be subject to, the
provisions of the Amended and Restated Declaration of Trust of the Trust dated
as of July 16, 2001, among Steven C. Smith and Shawn E. Saunders, as
Administrators, The Bank of New York (Delaware), as Delaware Trustee, The Bank
of New York, as Institutional Trustee, the Holder, as Sponsor and the holders
from time to time of undivided beneficial interest in the assets of the Trust
including the designation of the terms of the Common Securities as set forth in
Annex I to the Declaration, as the same may be amended from time to time (the
"Declaration").  Capitalized terms used herein but not defined shall have the
meaning given them in the Declaration.  The Holder is entitled to the benefits
of the Guarantee to the extent provided therein.  The Sponsor will provide a
copy of the Declaration, the Guarantee and the Indenture to the Holder without
charge upon written request to the Sponsor at its principal place of business.

          As set forth in the Declaration, where an Event of Default has
occurred and continuing, the rights of Holders of Common securities to payment
in respect of Distributions and payments upon Liquidation, redemption or
otherwise are subordinated to the rights of payment of Holders of the Capital
Securities.

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

                                     A-2-1
<PAGE>

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

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

                                     A-2-2
<PAGE>

          IN WITNESS WHEREOF, the Trust has executed this certificate this ____
day of ____, 2001.

                                         GBB CAPITAL VI

                                         By:______________________________
                                            Name:
                                            Title: Administrator

                                     A-2-3
<PAGE>

                         [FORM OF REVERSE OF SECURITY]

          Distributions payable on each Common Security will be identical in
amount to the Distributions payable on each Capital Security, which is at a
variable per annum rate of interest, reset semi-annually, equal to LIBOR (as
defined in the Indenture) plus 3.75% (the "Coupon Rate") (provided, that the
applicable Coupon Rate may not exceed 12.50% through the Interest Payment Date
in July 2011) of the stated liquidation amount of $1,000 per Capital Security,
such rate being the rate of interest payable on the Debentures to be held by the
Institutional Trustee.  Except as set forth below in respect of an Extension
Period, Distributions in arrears for more than one semi-annual period will bear
interest thereon compounded semi-annually at the applicable Coupon Rate for each
such semi-annual period (to the extent permitted by applicable law).  The term
"Distributions" as used herein includes cash distributions, any such compounded
distribution and any Additional Interest payable on the Debentures unless
otherwise stated.  A Distribution is payable only to the extent that payments
are made in respect of the Debentures held by the Institutional Trustee and to
the extent the Institutional Trustee has funds available in the Property Account
therefor.  The amount of Distributions payable for any period will be computed
for any full semi-annual Distribution period on the basis of a 360-day year and
the actual number of days elapsed in the relevant Distribution period.

          Except as otherwise described below, Distributions on the Common
Securities will be cumulative, will accrue from the date of original issuance
and will be payable semi-annually in arrears on January 25 and July 25 of each
year, commencing on January 25, 2002 (each, a "Distribution Payment Date").  The
Debenture Issuer has the right under the Indenture to defer payments of interest
on the Debentures by extending the interest payment period for up to 10
consecutive semi-annual periods (each, an "Extension Period") at any time and
from time to time on the Debentures, subject to the conditions described below,
during which Extension Period no interest shall be due and payable (except any
Additional Interest that may be due and payable).  No Extension Period may end
on a date other than a Distribution Payment Date.  During an Extension Period,
interest would continue to accrue on the Debentures, and interest on such
accrued interest (such accrued interest and interest thereon referred to herein
as "Deferred Interest") will accrue at an annual rate equal to the Coupon Rate
in effect for each such Extension Period, compounded semi-annually from the date
such Deferred Interest would have been payable were it not for the Extension
Period to the extent permitted by law.  At the end of any such Extension Period
the Debenture Issuer shall pay all Deferred Interest then accrued and unpaid on
the Debentures; provided, however, that no Extension Period may extend beyond
the Maturity Date.  Prior to the termination of any Extension Period, the
Debenture Issuer may further extend such period, provided that such period
together with all such previous and further consecutive extensions thereof shall
not exceed 10 consecutive semi-annual periods, or extend beyond the Maturity
Date.  Upon the termination of any Extension Period and upon the payment of all
Deferred Interest, the Debenture Issuer may commence a new Extension Period,
subject to the foregoing requirements.  No interest or Deferred Interest shall
be due and payable during an Extension Period, except at the end thereof, but
each installment of interest that would otherwise have been due and payable
during such Extension Period shall bear Deferred Interest.  If Distributions are
deferred, the Distributions due shall be paid on the date that the related
Extension Period terminates, or, if such date is not a Distribution Payment
Date, on the immediately following Distribution Payment Date, to Holders of the
Securities as they appear on

                                     A-2-4
<PAGE>

the books and records of the Trust on the record date immediately preceding such
date. Distributions on the Securities must be paid on the dates payable (after
giving effect to any Extension Period) to the extent that the Trust has funds
available for the payment of such distributions in the Property Account of the
Trust. The Trust's funds available for Distribution to the Holders of the
Securities will be limited to payments received from the Debenture Issuer. The
payment of Distributions out of moneys held by the Trust is guaranteed by the
Guarantor pursuant to the Guarantee.

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

                                     A-2-5
<PAGE>

                                   ASSIGNMENT

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

________________________

________________________

________________________

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

________________________

________________________

________________________

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

          Date:_____________________________

          Signature:________________________

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

          Signature Guarantee:/2/_____________________________

____________

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

                                     A-2-6
<PAGE>

                                                                       EXHIBIT B

                         FORM OF TRANSFEREE CERTIFICATE
                 TO BE EXECUTED BY TRANSFEREES OTHER THAN QIBS

                                                             __________, [_____]

GBB Capital VI
Greater Bay Bancorp
2860 West Bayshore Road
Palo Alto, California  94303

Re:  Purchase of $1,000 stated liquidation amount of Floating Rate MMCapS(SM)
     (the "Capital Securities") of GBB Capital VI
     --------------------------------------------

Ladies and Gentlemen:

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

          1.   We understand that the Floating Rate MMCapS(SM) (the "Capital
Securities") of GBB Capital VI (the "Trust") (including the guarantee (the
"Guarantee") of Greater Bay Bancorp (the "Company") executed in connection
therewith) and the Floating Rate Junior Subordinated Deferrable Interest
Debentures due 2031 of the Company (the "Subordinated Debt Securities") (the
Capital Securities, the Guarantee and the Subordinated Debt Securities together
being referred to herein as "Offered Securities"), have not been registered
under the Securities Act of 1933, as amended (the "Securities Act"), and may not
be offered or sold except as permitted in the following sentence.  We agree on
our own behalf and on behalf of any investor account for which we are purchasing
the Offered Securities that, if, we decide to offer, sell or otherwise transfer
any such Offered Securities, such offer, sale or transfer will be made only (a)
to the Company or the Trust, (b) pursuant to Rule 144A under the Securities Act,
to a person we reasonably believe is a qualified institutional buyer under Rule
144A (a "QIB") that purchases for its own account or for the account of a QIB
and to whom notice is given that the transfer is being made in reliance on Rule
144A, (c) to an "accredited investor" with the meaning of subparagraph (a) (1),
(2), (3) or (7) of Rule 501 under the Securities Act that is acquiring Offered
Securities for its own account or for the account of such an accredited investor
for investment purposes and not with a view to, or for offer or sale in
connection with, any distribution thereof in violation of the Securities Act, or
(d) pursuant to another available exemption from the registration requirements
of the Securities Act, and in each of the foregoing cases in accordance with any
applicable state securities laws and any requirements of law that govern the
disposition of our property. The foregoing restrictions on resale will not apply
subsequent to the date on which, in the written opinion of counsel, the Capital
Securities are not "restricted securities" within the meaning of Rule 144 under
the Securities Act. If any resale or other transfer of the Offered Securities is
proposed to be made pursuant to clause (c) or (d) above the transferor shall
deliver a letter from the transferee substantially in the form of this letter to
The Bank of New York as Transfer Agent, which shall provide as applicable, among
other things, that the transferee is an "accredited investor" within the meaning
of subparagraph (a) (1), (2), (3) or (7) of Rule 501 under the Securities Act
that is

                                      B-1
<PAGE>

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

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

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

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

          5.   We acknowledge that we either (A) are not a fiduciary of a
pension, profit-sharing or other employee benefit plan subject to the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") (a "Plan"), or an
entity whose assets include "plan assets" by reason of any Plan's investment in
the entity and are not purchasing the Offered Securities on behalf of or with
"plan assets" by reason of any Plan's investment in the entity and is not
purchasing the Offered Securities on behalf of or with "plan assets" of any Plan
or (B) are eligible for the exemptive relief available under one ore more of the
following prohibited transaction class exemptions ("PTCEs") issued by the U.S.
Department of Labor:  PTCE 96-23, 95-60, 91-38, 90-1 or 84-14.

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

                                      B-2
<PAGE>

the foregoing acknowledgments, representations and agreement on behalf of each
such investor account.

                                 Very truly yours,


                                 ___________________________________________
                                 (Name of Purchaser)

                                 By:________________________________________

                                 Date:______________________________________

          Upon transfer of the Offered Securities would be registered in the
name of the new beneficial owner as follows.

Name:______________________________________

Address:___________________________________

Taxpayer ID Number:________________________

                                      B-3
<PAGE>

                                                                       EXHIBIT C

                         FORM OF TRANSFEROR CERTIFICATE
                            TO BE EXECUTED FOR QIBs

                                                             __________, [_____]

GBB Capital VI
Greater Bay Bancorp
2860 West Bayshore Road
Palo Alto, California  94303

Re:  Purchase of $1,000 stated liquidation amount of Floating Rate MMCapS(SM)
     (the "Capital Securities") of GBB Capital VI
     --------------------------------------------

          Reference is hereby made to the Amended and Restated Declaration dated
as of July 16, 2001 (the "Declaration") among Steven C. Smith and Shawn E.
Saunders, as Administrators, The Bank of New York (Delaware), as Delaware
Trustee, The Bank of New York, as Institutional Trustee, Greater Bay Bancorp, as
Sponsor, and the holders from time to time of undivided beneficial interest in
the assets of GBB Capital VI.  Capitalized terms used but not defined herein
shall have the meanings given them in the Declaration.

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

          In connection with such request, and in respect to such Capital
Securities, the transferor does hereby certify that such Capital Securities are
being transferred in accordance with (i) the transfer restrictions set forth in
the Capital Securities and (ii) Rule 144A under the United States Securities Act
of 1933, as amended ("Rule 144A"), to a transferee that the Transferor
reasonably believes is purchasing the Capital Securities for its own account or
an account with respect to which the transferee exercises sole investment
discretion and the transferee and any such account is a "qualified institutional
buyer" within the meaning of Rule 144A, in a transaction meeting the
requirements of Rule 144A and in accordance with applicable securities laws of
any state of the United States or any other jurisdiction.

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

                                     C-1
<PAGE>

                                       _____________________________________
                                       (Name of Transferor)

                                    By:_____________________________________
                                       Name:________________________________
                                       Title:_______________________________

                                    Date:___________________________________

                                      C-2