<PAGE>

                                                                     Exhibit 4.1





                   AMENDED AND RESTATED DECLARATION OF TRUST

                                       OF

                                 GBB CAPITAL V



                           Dated as of June __, 2001
<PAGE>

                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
     Section of
 Trust Indenture Act                                                                           Section of
 of 1939, as amended                                                                           Declaration
--------------------                                                                           ------------
<S>                                                                                          <C>
       310(a)..............................................................................         5.3
       310(b)..............................................................................     5.3(c); 5.3(d)
       311(a)..............................................................................         2.2(b)
       311(b)..............................................................................         2.2(b)
       312(a)..............................................................................         2.2(a)
       312(b)..............................................................................         2.2(b)
       313.................................................................................         2.3
       314(a)..............................................................................   2.4; 2.7(c); 3.6(j)
       314(c)..............................................................................         2.5
       315(a)..............................................................................       3.6(j); 3.9
       315(b)..............................................................................         2.7(a)
       315(c)..............................................................................         3.9(a)
       315(d)..............................................................................         3.9(b)
       316(a)..............................................................................         2.6
       316(c)..............................................................................         3.6(e)
       317(a)..............................................................................     3.8(e); 3.8(h)
       317(b)..............................................................................       3.8(i); 7.5
       318.................................................................................         2.1
</TABLE>
 .  This Cross-Reference Table does not constitute part of this Declaration and
   shall not affect the interpretation of any of its terms or provisions.
<PAGE>

                               TABLE OF CONTENTS
<TABLE>
                                                                                                       Page
<S>                  <C>                                                                               <C>
ARTICLE I            INTERPRETATION AND DEFINITIONS..................................................     2
     SECTION 1.1     Definitions.....................................................................     2
ARTICLE II           TRUST INDENTURE ACT.............................................................     9
     SECTION 2.1     Trust Indenture Act; Application................................................     9
     SECTION 2.2     Lists of Holders of Securities..................................................     9
     SECTION 2.3     Reports by the Property Trustee.................................................     9
     SECTION 2.4     Periodic Reports to Property Trustee............................................    10
     SECTION 2.5     Evidence of Compliance with Conditions Precedent................................    10
     SECTION 2.6     Events of Default; Waiver.......................................................    10
     SECTION 2.7     Default; Notice.................................................................    12
ARTICLE III          ORGANIZATION....................................................................    12
     SECTION 3.1     Name............................................................................    12
     SECTION 3.2     Office..........................................................................    12
     SECTION 3.3     Purpose.........................................................................    13
     SECTION 3.4     Authority.......................................................................    13
     SECTION 3.5     Title to Property of the Trust..................................................    13
     SECTION 3.6     Powers and Duties of the Administrative Trustees................................    13
     SECTION 3.7     Prohibition of Actions by the Trust and the Trustees............................    16
     SECTION 3.8     Powers and Duties of the Property Trustee.......................................    17
     SECTION 3.9     Certain Duties and Responsibilities of the Property Trustee.....................    19
     SECTION 3.10    Certain Rights of Property Trustee..............................................    21
     SECTION 3.11    Delaware Trustee................................................................    23
     SECTION 3.12    Execution of Documents..........................................................    24
     SECTION 3.13    Not Responsible for Recitals or Issuance of Securities..........................    24
     SECTION 3.14    Duration of Trust...............................................................    24
     SECTION 3.15    Mergers.........................................................................    24
     SECTION 3.16    Property Trustee May File Proofs of Claim.......................................    26
ARTICLE IV           SPONSOR.........................................................................    27
     SECTION 4.1     Sponsor's Purchase of Common Securities.........................................    27
     SECTION 4.2     Responsibilities of the Sponsor.................................................    27
</TABLE>

                                       i
<PAGE>

<TABLE>
                               TABLE OF CONTENTS
                                  (continued)
                                                                                                       Page
<S>                  <C>                                                                               <C>
     SECTION 4.3     Right to Proceed................................................................    28
     SECTION 4.4     Right to Dissolve Trust.........................................................    28
ARTICLE V            TRUSTEES........................................................................    28
     SECTION 5.1     Number of Trustees; Appointment of Co-Trustee...................................    28
     SECTION 5.2     Delaware Trustee................................................................    29
     SECTION 5.3     Property Trustee; Eligibility...................................................    30
     SECTION 5.4     Certain Qualifications of Administrative Trustees and Delaware Trustee
                     Generally.......................................................................    31
     SECTION 5.5     Administrative Trustees.........................................................    31
     SECTION 5.6     Appointment, Removal and Resignation of Trustees................................    32
     SECTION 5.7     Vacancies among Trustees........................................................    33
     SECTION 5.8     Effect of Vacancies.............................................................    34
     SECTION 5.9     Meetings........................................................................    34
     SECTION 5.10    Delegation of Power.............................................................    34
     SECTION 5.11    Merger, Conversion, Consolidation or Succession to Business.....................    35
ARTICLE VI           DISTRIBUTIONS...................................................................    35
     SECTION 6.1     Distributions...................................................................    35
ARTICLE VII          ISSUANCE OF SECURITIES..........................................................    35
     SECTION 7.1     General Provisions Regarding Securities.........................................    35
     SECTION 7.2     Execution and Authentication....................................................    36
     SECTION 7.3     Form and Dating.................................................................    37
     SECTION 7.4     Registrar and Paying Agent......................................................    38
     SECTION 7.5     Paying Agent to Hold Money in Trust.............................................    38
     SECTION 7.6     Replacement Securities..........................................................    39
     SECTION 7.7     Outstanding Capital Securities..................................................    39
     SECTION 7.8     Capital Securities in Treasury..................................................    39
     SECTION 7.9     Temporary Securities............................................................    39
     SECTION 7.10    Cancellation....................................................................    40
     SECTION 7.11    CUSIP Numbers...................................................................    40
ARTICLE VIII         DISSOLUTION OF TRUST............................................................    41
</TABLE>
                                      ii
<PAGE>

                               TABLE OF CONTENTS
                                  (continued)
<TABLE>
                                                                                                       Page
<S>                  <C>                                                                               <C>
     SECTION 8.1     Dissolution of Trust............................................................    41
ARTICLE IX           TRANSFER OF INTERESTS...........................................................    42
     SECTION 9.1     Transfer of Securities..........................................................    42
     SECTION 9.2     Transfer Procedures and Restrictions............................................    43
     SECTION 9.3     Book-Entry Interests............................................................    46
     SECTION 9.4     Notices to Clearing Agency......................................................    46
     SECTION 9.5     Appointment of Successor Clearing Agency........................................    47
ARTICLE X            LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS............    47
     SECTION 10.1    Liability.......................................................................    47
     SECTION 10.2    Exculpation.....................................................................    47
     SECTION 10.3    Fiduciary Duty..................................................................    48
     SECTION 10.4    Indemnification.................................................................    49
     SECTION 10.5    Outside Businesses..............................................................    52
ARTICLE XI           ACCOUNTING......................................................................    52
     SECTION 11.1    Fiscal Year.....................................................................    52
     SECTION 11.2    Certain Accounting Matters......................................................    52
     SECTION 11.3    Banking.........................................................................    53
     SECTION 11.4    Withholding.....................................................................    53
ARTICLE XII          AMENDMENTS AND MEETINGS.........................................................    54
     SECTION 12.1    Amendments......................................................................    54
     SECTION 12.2    Meetings of the Holders; Action by Written Consent..............................    56
ARTICLE XIII         REPRESENTATIONS OF PROPERTY TRUSTEE AND DELAWARE TRUSTEE........................    57
     SECTION 13.1    Representations and Warranties of Property Trustee..............................    57
     SECTION 13.2    Representations and Warranties of Delaware Trustee..............................    58
ARTICLE XIV          MISCELLANEOUS...................................................................    59
     SECTION 14.1    Notices.........................................................................    59
     SECTION 14.2    Governing Law...................................................................    60
     SECTION 14.3    Intention of the Parties........................................................    60
     SECTION 14.4    Headings........................................................................    60
</TABLE>

                                      iii
<PAGE>

                               TABLE OF CONTENTS
                                  (continued)
<TABLE>
                                                                                                       Page
<S>                  <C>                                                                               <C>
     SECTION 14.5    Successors and Assigns..........................................................    61
     SECTION 14.6    Partial Enforceability..........................................................    61
     SECTION 14.7    Counterparts....................................................................    61
ANNEX 1              Terms Of ______% Capital Securities/ ______% Common Securities..................   I-1
EXHIBIT A-1          Form of Capital Security Certificate............................................  A1-1
EXHIBIT A-2          Form of Common Security Certificate.............................................  A2-1

</TABLE>
                                      iv
<PAGE>

                             AMENDED AND RESTATED
                             DECLARATION OF TRUST
                                      OF
                                 GBB CAPITAL V

                           Dated as of June __, 2001

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

          WHEREAS, the Delaware Trustee (as defined herein) and the Sponsor
established GBB Capital V (the "Trust"), a trust created under the Delaware
Business Trust Act pursuant to a Declaration dated as of May __, 2001 (the
"Original Declaration"), and a Certificate of Trust filed with the Secretary of
State of the State of Delaware on May __, 2001, for the sole purpose of issuing
and selling certain securities representing undivided beneficial interests in
the assets of the Trust, investing the proceeds thereof in certain Debentures of
the Debenture Issuer (each as hereinafter defined), and engaging in only those
activities necessary, advisable or incidental thereto; and

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

          WHEREAS, all of the Trustees and the Sponsor, by this Declaration,
ratify the actions of each Trustee taken prior to the date hereof;

          NOW, THEREFORE, it being the intention of the parties hereto to
continue the Trust as a business trust under the Business Trust Act and that
this Declaration constitute the governing instrument of such business trust, the
Trustees declare that all assets contributed to the Trust will be held in trust
for the benefit of the holders, from time to time, of the securities
representing undivided beneficial interests in the assets of the Trust issued
hereunder, subject to the provisions of this Declaration and, in consideration
of the mutual covenants contained herein and other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties,
intending to be legally bound hereby, agree as follows:

                                       1
<PAGE>

                                   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 or elsewhere herein have the respective meanings assigned to
them in this Section 1.1;

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

              (c)  all references to "the Declaration" or "this Declaration" are
to this Declaration and each Annex and Exhibit hereto, 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 has the same
meaning when used in this Declaration unless otherwise defined in this
Declaration or unless the context otherwise requires;

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

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

              "Administrative Trustee" has the meaning set forth in Section 5.1.
               ----------------------

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

              "Agent" means any Paying Agent, Registrar or Exchange Agent.
               -----

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

              "Book-Entry Interest" means a beneficial interest in the Global
               --------------------
Capital Security registered in the name of a Clearing Agency or its nominee,
ownership and transfers of which shall be maintained and made through book
entries by a Clearing Agency as described in Section 9.3.

                                       2
<PAGE>

          "Business Day" means any day other than a Saturday, a Sunday, or a day
           -------------
on which banking institutions in Wilmington, Delaware, San Francisco, California
or New York, New York, are authorized or required by law or executive order to
remain closed.

          "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.

          "Capital Securities" means the Capital Securities specified in
           -------------------
Section 7.1(a).

          "Capital Securities Guarantee" means the Capital Securities Guarantee
           -----------------------------
Agreement, dated as of the Closing Date, by Greater Bay Bancorp in respect of
the Capital Securities.

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

          "Capital Security Certificate" has the meaning set forth in Section
           -----------------------------
9.3.

          "Clearing Agency" means an organization registered as a "Clearing
           ----------------
Agency" pursuant to Section 17A of the Exchange Act that is acting as depositary
for the Capital Securities and in whose name or in the name of a nominee of that
organization shall be registered a global certificate and which shall undertake
to effect book entry transfers and pledges of the Capital Securities.

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

          "Closing Date" means the "Closing Date" as defined in the
           -------------
Underwriting Agreement.

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

          "Commission" means the United States Securities and Exchange
           -----------
Commission as from time to time constituted, or if at any time after the
execution of this Declaration such Commission is not existing and performing the
duties now assigned to it under applicable federal securities laws, then the
body performing such duties at such time.

          "Common Securities" has the meaning specified in Section 7.1(a).
           ------------------

          "Common Security Certificate" means a certificate evidencing ownership
           ----------------------------
of Common Securities, substantially in the form attached as Exhibit A-2.

                                       3
<PAGE>

          "Common Securities Guarantee" means the Common Securities Guarantee
           ----------------------------
Agreement, dated as of the Closing Date, entered into by Greater Bay Bancorp,
with respect to the Common Securities.

          "Common Securities Subscription Agreement" means the Common
           -----------------------------------------
Securities Subscription Agreement, dated as of the Closing Date, between the
Trust and Greater Bay Bancorp relating to the Common Securities.

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

          "Corporate Trust Office" means the office of the Property Trustee at
           -----------------------
which the corporate trust business of the Property Trustee shall, at any
particular time, be principally administered, which office at the date of
execution of this Declaration is located at Rodney Square North, 1100 North
Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust
Administration.

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

          "Debenture Issuer" means Greater Bay Bancorp, a California
           -----------------
corporation, or any successor entity resulting from any consolidation,
amalgamation, merger or other business combination, in its capacity as issuer of
the Debentures under the Indenture.

          "Debenture Subscription Agreement" means the Debenture Subscription
           ---------------------------------
Agreement, dated as of the Closing Date, between the Debenture Issuer and the
Trust in respect of the Debentures.

          "Debenture Trustee" means Wilmington Trust Company, a Delaware banking
           ------------------
corporation, not in its individual capacity but solely as trustee under the
Indenture until a successor is appointed thereunder, and thereafter means such
successor trustee.

          "Debentures" means the ___% Junior Subordinated Deferrable Interest
           -----------
Debentures due _________, 2031 of the Debenture Issuer issued pursuant to the
Indenture.

          "Default" means an event, act or condition that with notice or lapse
           --------
of time, or both, would constitute an Event of Default.

          "Definitive Capital Securities" has the meaning set forth in Section
           ------------------------------
7.3.

          "Delaware Trustee" has the meaning set forth in Section 5.1.
           -----------------

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

                                       4
<PAGE>

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

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

          "Event of Default" with respect to the Securities means an Event of
           -----------------
Default (as defined in the Indenture) that has occurred and is continuing with
respect to the Debentures.

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

          "Federal Reserve Board" means the Board of Governors of the Federal
           ----------------------
Reserve System.

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

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

          "Global Capital Security"  has the meaning set forth in Section 7.3.
           -----------------------

          "Holder" means a Person in whose name a Security or Successor Security
           -------
is registered on the register maintained by or on behalf of the Registrar, such
Person being a beneficial owner of the Trust 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 the Closing Date, between
           ----------
the Debenture Issuer and the Debenture Trustee, as amended from time to time.

          "Initial Optional Redemption Date" has the meaning set forth in
           ---------------------------------
Section 4(b) of Annex I hereto.

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

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

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

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

          "Like Amount" has the meaning set forth in Section 3 of Annex I
           ------------
hereto.

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

                                       5
<PAGE>

          "Majority in Liquidation Amount" means, with respect to the Trust
           -------------------------------
Securities, except as provided in the terms of the Capital Securities or by the
Trust Indenture Act, Holders of outstanding Trust 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, excluding the Trust and the Debenture Issuer and any Affiliate thereof,
who are the record owners of more than 50% of the aggregate liquidation amount
(including the amount that would be paid on redemption, liquidation or
otherwise, plus accumulated and unpaid Distributions to but excluding the date
upon which the voting percentages are determined) of all outstanding Securities
of the relevant class.

          "Officers' Certificate" means, with respect to any Person, a
           ----------------------
certificate signed by an Authorized Officer of such Person.  Any Officers'
Certificate delivered by the Trust shall be signed by at least one
Administrative Trustee.  Any Officers' Certificate delivered with respect to
compliance with a condition or covenant provided for in this Declaration shall
include:

          (a)  a statement that each officer signing the Certificate has read
     the covenants or conditions 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 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 or not, in the opinion of each such
officer, such condition or covenant has been complied with.

          "Opinion of Counsel" means a written opinion of counsel, who may be an
           -------------------
employee of the Sponsor, and who shall be acceptable to the Property Trustee.

          "Participants" has the meaning specified in Section 7.3.
           -------------

          "Paying Agent"  has the meaning specified in Section 7.4.
           -------------

          "Payment Amount" has the meaning specified in Section 6.1.
           ---------------

          "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.

          "Property Trustee" has the meaning set forth in Section 5.3(a).
           -----------------

          "Property Trustee Account" has the meaning set forth in Section
           -------------------------
3.8(c)(i).

                                       6
<PAGE>

          "Prospectus" means the prospectus included as part of the
           ------------
Registration Statement.

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

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

          "Registrar" has the meaning set forth in Section 7.4.
           ----------

          "Registration Statement" means the Registration Statement on Form S-
           -----------------------
3 used to register the Capital Securities.

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

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

          "Responsible Officer" means any officer within the Corporate Trust
           --------------------
Office of the Property Trustee with direct responsibility for the administration
of this Declaration and also means, with respect to a particular corporate trust
matter, any other officer of the Property Trustee to whom such matter is
referred because of such officer's knowledge of and familiarity with the
particular subject.

            "Rule 3a-5" means Rule 3a-5 under the Investment Company Act, or any
             ---------
successor rule or regulation.

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

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

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

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

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

            "Sponsor" means Greater Bay Bancorp, a California corporation, or
             --------
any successor entity resulting from any merger, consolidation, amalgamation or
other business combination, in its capacity as sponsor of the Trust.

                                       7
<PAGE>

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

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

            "Successor Property Trustee" has the meaning set forth in Section
             ---------------------------
3.8(f)(ii).

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

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

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

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

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

            "Trust Property" means (a) the Debentures, (b) any cash on deposit
            ---------------
in or owing to the Property Trustee 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 Property Trustee pursuant to this Declaration.

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

          "Underwriting Agreement" means the underwriting agreement relating to
           -----------------------
the Capital Securities, dated as of June __, 2001, by and among the Trust, the
Debenture Issuer and the underwriters named therein.

          "10% in Liquidation Amount" means, with respect to the Trust
           --------------------------
Securities, except as provided in the terms of the Capital Securities or by the
Trust Indenture Act, Holders of outstanding Trust 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, excluding the Trust and the Debenture Issuer and any Affiliate thereof,
who are the record owners of 10% or more of the aggregate liquidation amount
(including the amount that would be paid on redemption, liquidation or
otherwise, plus accumulated and unpaid Distributions to the date upon which the
voting percentages are determined) of all outstanding Securities of the relevant
class.

                                       8
<PAGE>

                                  ARTICLE II
                              TRUST INDENTURE ACT

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

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

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

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

              (d)  The application of the Trust Indenture Act to this
Declaration shall not affect the Trust's classification as a grantor trust for
United States federal income tax purposes and shall not affect the nature of the
Securities as equity securities representing undivided beneficial interests in
the assets of the Trust.

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

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

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

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

              By July 31 of each year, commencing July 31, 2001, the Property
Trustee shall provide to the Holders of the Capital Securities such reports as
are required by (S) 313 of the Trust Indenture Act, if any, in the form and in
the manner provided by (S) 313 of the Trust

                                       9
<PAGE>

Indenture Act. The Property Trustee shall also comply with the requirements of
(S) 313(d) of the Trust Indenture Act.

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

              Each of the Sponsor and the Administrative Trustees on behalf of
the Trust shall provide to the Property Trustee and the Commission such
documents, reports and information as are required by (S) 314 (if any) of the
Trust Indenture Act and shall provide to the Property Trustee the compliance
certificate required by (S) 314 of the Trust Indenture Act in the form, in the
manner and at the times required by (S) 314 of the Trust Indenture Act.

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

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

SECTION 2.6   Events of Default; Waiver.
              -------------------------

              (a)  The Holders of a Majority in Liquidation Amount of Capital
Securities may, by vote, on behalf of the Holders of all of the Capital
Securities, waive any past Event of Default in respect of the Capital Securities
and its consequences, provided that, if the underlying Event of Default under
                      -------- ----
the Indenture:

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

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

The foregoing provisions of this Section 2.6(a) shall be in lieu of (S)
316(a)(1)(B) of the Trust Indenture Act and such (S) 316(a)(1)(B) of the Trust
Indenture Act is hereby expressly excluded from this Declaration and the
Securities, as permitted by the Trust Indenture Act.  Upon such waiver, any such
Default shall cease to exist, and any Event of Default with respect to the
Capital Securities arising therefrom shall be deemed to have been cured, for
every purpose of this Declaration, but no such waiver shall extend to any
subsequent or other Default or an Event of Default with respect to the Capital
Securities or impair any right consequent thereon.  Any waiver by the Holders of
the Capital Securities of an Event of Default with respect to the Capital
Securities shall also be deemed to constitute a waiver by the Holders of the
Common Securities

                                       10
<PAGE>

of any such Event of Default with respect to the Common Securities for all
purposes of this Declaration without any further act, vote, or consent of the
Holders of the Common Securities.

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

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

                   (ii) requires the consent or vote of a Super Majority to be
              waived, except where the Holders of the Common Securities are
              deemed to have waived such Event of Default under the Declaration
              as provided below in this Section 2.6(b), the Event of Default
              under the Declaration may only be waived by the vote of the
              Holders of at least the proportion in aggregate liquidation amount
              of the Common Securities that the relevant Super Majority
              represents of the aggregate principal amount of the Debentures
              outstanding;

provided further, each Holder of Common Securities will be deemed to have waived
-------- -------
any such Event of Default and all Events of Default with respect to the Common
Securities and their consequences if all Events of Default with respect to the
Capital Securities have been cured, waived or otherwise eliminated, and until
such Events of Default have been so cured, waived or otherwise eliminated, the
Property Trustee will be deemed to be acting solely on behalf of the Holders of
the Capital Securities and only the Holders of the Capital Securities will have
the right to direct the Property Trustee in accordance with the terms of the
Securities.  The foregoing provisions of this Section 2.6(b) shall be in lieu of
(S)(S) 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act and such (S)(S)
316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act are hereby expressly
excluded from this Declaration and the Securities, as permitted by the Trust
Indenture Act.  Subject to the foregoing provisions of this Section 2.6(b), upon
such waiver, any such Default shall cease to exist and any Event of Default with
respect to the Common Securities arising therefrom shall be deemed to have been
cured for every purpose of this Declaration, but no such waiver shall extend to
any subsequent or other Default or Event of Default with respect to the Common
Securities or impair any right consequent thereon.

              (c)  A waiver of an Event of Default under the Indenture by the
Property Trustee, at the direction of the Holders of the Capital Securities,
constitutes a waiver of the corresponding Event of Default under this
Declaration. The foregoing provisions of this Section 2.6(c) shall be in lieu of
(S) 316(a)(1)(B) of the Trust Indenture Act and such (S) 316(a)(1)(B) of the
Trust Indenture Act is hereby expressly excluded from this Declaration and the
Securities, as permitted by the Trust Indenture Act.

                                       11
<PAGE>

SECTION 2.7   Default; Notice.
              ---------------

              (a)  The Property Trustee shall, within 90 days after a
Responsible Officer has actual knowledge of the occurrence of a Default with
respect to the Securities, transmit by mail, first class postage prepaid, to the
Holders, notices of all such Defaults, unless such Defaults have been cured
before the giving of such notice or previously waived; provided, however, that
                                                       --------  -------
except in the case of a Default arising from the nonpayment of principal of or
interest (including Compounded Interest and Additional Sums (as such terms are
defined in the Indenture), if any), on any of the Debentures, the Property
Trustee shall be protected in withholding such notice if and so long as a
Responsible Officer in good faith determines that the withholding of such notice
is in the interests of the Holders.

              (b)  The Property Trustee shall not be deemed to have knowledge of
any Default or Event of Default except:

                   (i)  a Default or Event of Default under Sections 5.1(a)
              (other than the payment or nonpayment of Compounded Interest and
              Additional Sums) and 5.1(b) of the Indenture; or

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

              (c)  Within ten Business Days after a Responsible Officer has
actual knowledge of the occurrence of any Event of Default, the Property Trustee
shall transmit notice of such Event of Default to the Holders of the Capital
Securities, by mail, first class postage prepaid, the Administrative Trustees
and the Sponsor, unless such Event of Default shall have been cured or waived.
The Sponsor and the Administrative Trustees shall file annually with the
Property Trustee a certification as to whether or not they are in compliance
with all the conditions and covenants applicable to them under this Declaration.

                                  Article III
                                 ORGANIZATION

SECTION 3.1   Name.
              ----

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

SECTION 3.2   Office
              ------

              The address of the principal office of the Trust is c/o Greater
Bay Bancorp, 2860 West Bayshore Road, Palo Alto, California 94303. On ten
Business Days' prior written notice to the Delaware Trustee, the Property
Trustee and the Holders of Securities, the Administrative Trustees may designate
another principal office.

                                       12
<PAGE>

SECTION 3.3   Purpose.
              -------

              The exclusive purposes and functions of the Trust are (a) to issue
Securities in exchange for the Debentures, and (b) except as otherwise limited
herein, to engage in only those other activities necessary, advisable or
incidental thereto, including without limitation, those activities specified in
Sections 3.6, 3.8, 3.9, 3.10, 3.11 and/or 3.12.  The Trust shall not borrow
money, issue debt or reinvest proceeds derived from investments, mortgage or
pledge any of its assets, or otherwise undertake (or permit to be undertaken)
any activity that would cause the Trust not to be classified for United States
federal income tax purposes as a grantor trust.

              By the acceptance of this Trust, the Trustees, the Sponsor, the
Holders of the Capital Securities and Common Securities and the Capital
Securities Beneficial Owners will agree to treat the Trust as a grantor trust
for United States federal income tax purposes and not to take any position which
is contrary to such classification.

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

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

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

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

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

              Subject to Section 5.5, the Administrative Trustees acting
individually or together shall have the exclusive right, power, duty and
authority, and are hereby authorized and directed, to cause the Trust to engage
in the following activities:

              (a)  to execute, enter into and deliver the Common Securities
Subscription Agreement and to execute, deliver, issue and sell the Securities in
accordance with this Declaration; provided, however, that except as contemplated
                                  --------  -------
in Section 7.1(a), (i) the Trust may issue no more than one series of Capital
Securities and no more than one series of Common Securities, (ii) there shall be
no interests in the Trust other than the Securities, and (iii) the issuance of
Securities shall be limited to a simultaneous issuance of both Capital
Securities and Common Securities at the Closing Date;

                                       13
<PAGE>

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

                   (i)   execute and file with the Commission, the Registration
              Statement, including the Prospectus, and any amendments thereto
              prepared by the Sponsor, in relation to the offering and sale of
              Capital Securities;

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

                   (iii) execute and file an application, prepared by the
              Sponsor, to permit the Capital Securities to trade or be quoted or
              listed in or on the New York Stock Exchange or any other
              securities exchange, quotation system or the Nasdaq Stock Market's
              National Market;

                   (iv)  execute, enter into, deliver and perform the Common
              Securities Subscription Agreement, the Underwriting Agreement and
              letters, documents or instruments with DTC and other Clearing
              Agencies relating to the Capital Securities; and

                   (v)   if required, execute and file with the Commission a
              registration statement on Form 8-A, including any amendments
              thereto, prepared by the Sponsor, relating to the registration of
              the Capital Securities under Section 12(b) or 12(g) of the
              Exchange Act, as the case may be.

              (c)  to execute, enter into and deliver the Debenture Subscription
Agreement and to acquire the Debentures in exchange for the issuance of the
Capital Securities and the Common Securities; provided, however, that the
                                              --------  -------
Administrative Trustees shall cause legal title to the Debentures to be held of
record in the name of the Property Trustee for the benefit of the Holders;

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

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

              (f)  to take all actions and perform such duties as may be
required of the Administrative Trustees pursuant to the terms of the Securities;

              (g)  to the fullest extent permitted by law, to bring or defend,
pay, collect, compromise, arbitrate, resort to legal action, or otherwise adjust
claims or demands of or against

                                       14
<PAGE>

the Trust ("Legal Action"), unless pursuant to Section 3.8(e), the Property
Trustee has the exclusive power to bring such Legal Action;

              (h)  to employ or otherwise engage employees, agents (who may be
designated as officers with titles), managers, contractors, advisors, and
consultants and pay reasonable compensation for such services, provided that
such person is a United States person as defined in Section 7701(a)(30) of the
Code;

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

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

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

              (l)  to act as, or appoint another Person to act as, Registrar for
the Securities or to appoint a Paying Agent for the Securities as provided in
Section 7.4 except for such time as such power to appoint a Paying Agent is
vested in the Property Trustee;

              (m)  to give prompt written notice to the Property Trustee and to
the Holders of any notice received from the Debenture Issuer of its election to
defer payments of interest on the Debentures by extending the interest payment
period under the Indenture;

              (n)  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 or to enable the Trust
to effect the purposes for which the Trust was created;

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

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

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

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

                                       15
<PAGE>

              (p)  to take all action necessary to cause the effectiveness of
the Registration Statement under the Securities Act and the qualification of the
Indenture under the Trust Indenture Act;

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

              (r)  to execute and deliver all documents, agreements,
certificates and instruments, exercise all rights and powers, perform all duties
and do all things for and on behalf of the Trust in all matters necessary,
advisable or incidental to the foregoing or the transactions contemplated
thereby.

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

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

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

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

              The Trust shall not, and the Trustees (including the Property
Trustee and the Delaware Trustee) shall not, and the Administrative Trustees
shall cause the Trust not to, engage in any activity other than as required or
authorized by this Declaration. Notwithstanding any provision in this
Declaration to the contrary, the Trust shall not:

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

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

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

                  (iv)  make any 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 in any way
              whatsoever (except to the extent expressly authorized in this
              Declaration or by the terms of the Securities);

                                       16
<PAGE>

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

                  (vii)  other than as provided in this Declaration or Annex I
              hereto, (A) direct the time, method and place of conducting any
              proceeding with respect to any remedy available to the Debenture
              Trustee, or 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, or (C) exercise
              any right to rescind or annul any declaration that the principal
              of all the Debentures shall be due and payable;

                  (viii) 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
              independent tax counsel experienced in such matters to the effect
              that such amendment, modification or termination will not cause
              more than an insubstantial risk that the Trust will not be
              classified as a grantor trust for United States federal income tax
              purposes; or

                  (ix)   take any action inconsistent with the status of the
              Trust as a grantor trust for United States federal income tax
              purposes.

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

              (a)  The legal title to the Debentures shall be owned by and held
of record in the name of the Property Trustee in trust for the benefit of the
Trust and the Holders. The right, title and interest of the Property Trustee to
the Debentures shall vest automatically in each Person who may hereafter be
appointed as Property Trustee in accordance with Section 5.6. Such vesting and
cessation of title shall be effective whether or not conveyancing documents with
regard to the Debentures have been executed and delivered.

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

              (c)  The Property Trustee shall:

                   (i)  establish and maintain a segregated non-interest bearing
              trust account (the "Property Trustee Account") in the name of and
              under the exclusive control of the Property Trustee on behalf of
              the Holders and, upon the receipt of payments of funds made in
              respect of the Debentures held by the Property Trustee, deposit
              such funds into the Property Trustee Account and make payments or
              cause the Paying Agent to make payments to the Holders from the
              Property Trustee Account in accordance with Section 6.1; funds in
              the Property Trustee Account shall be held uninvested until
              disbursed in accordance with this Declaration; and the Property
              Trustee Account shall be an account that is maintained with a
              banking institution the rating on whose long-term unsecured
              indebtedness by a "nationally recognized statistical

                                       17
<PAGE>

              rating organization," as that term is defined for purposes of Rule
              436(g)(2) under the Securities Act, is at least equal to the
              rating assigned to the Capital Securities, unless the Capital
              Securities are not rated, in which case the banking institution's
              long-term unsecured indebtedness shall be rated at least
              investment grade by a "nationally recognized statistical rating
              organization;"

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

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

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

              (e)  Subject to Section 3.9(a), the Property Trustee shall take
any Legal Action which arises out of or in connection with an Event of Default
of which a Responsible Officer has actual knowledge or the Property Trustee's
duties and obligations under this Declaration or the Trust Indenture Act. If the
Property Trustee fails to enforce its rights under the Debentures after a Holder
of Securities has made a written request, such Holder of Securities may, to the
extent permitted by applicable law, institute a legal proceeding directly
against the Debenture Issuer to enforce the Property Trustee's rights under the
Indenture without first instituting any legal proceeding against the Property
Trustee or any other Person. If an Event of Default has occurred and is
continuing and such event is attributable to the failure of the Debenture Issuer
to pay the principal of or interest (including Compounded Interest and
Additional Sums, if any) on the Debentures on the date such principal or
interest (including Compounded Interest and Additional Sums, if any) is
otherwise payable (or in the case of redemption, on the redemption date), then a
Holder of Capital Securities may directly institute a proceeding against the
Debenture Issuer for enforcement of payment to such Holder of the principal of
or interest (including Compounded Interest and Additional Sums, if any) 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 Holders of the Common Securities will be subrogated to the rights of
such Holder of Capital Securities to the extent of any payment made by the
Debenture Issuer to such Holder of Capital Securities in such Direct Action.
Except as provided in the preceding sentences, the Holders of Capital Securities
will not be able to exercise directly any other remedy available to the holders
of the Debentures.

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

                                       18
<PAGE>

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

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

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

              (h)  The Property Trustee shall be authorized to undertake any
actions set forth in (S) 317(a) of the Trust Indenture Act.

              (i)  For such time as the Property Trustee is the Paying Agent,
the Property Trustee may authorize one or more Persons to act as additional
Paying Agents and to pay Distributions, redemption payments or liquidation
payments on behalf of the Trust with respect to all Securities and any such
Paying Agent shall comply with (S) 317(b) of the Trust Indenture Act. Any such
additional Paying Agent may be removed by the Property Trustee at any time the
Property Trustee remains as Paying Agent and a successor Paying Agent or
additional Paying Agents may be (but are not required to be) appointed at any
time by the Property Trustee while the Property Trustee is acting as Paying
Agent.

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

              Notwithstanding anything expressed or implied to the contrary in
this Declaration or any Annex or Exhibit hereto, (i) the Property Trustee must
exercise the powers set forth in this Section 3.8 in a manner that is consistent
with the purposes and functions of the Trust set out in Section 3.3, and (ii)
the Property Trustee shall not take any action that is inconsistent with the
purposes and functions of the Trust set out in Section 3.3.

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

              (a)  The Property Trustee, before the occurrence of any Event of
Default (of which, other than in the case of Events of Default under Sections
5.1(a) and 5.1(b) of the Indenture, which the Property Trustee is deemed to have
knowledge of as provided in Section 2.7(b) hereof, a Responsible Officer of the
Property Trustee has actual knowledge) and after the curing or waiving of all
such Events of Default that may have occurred, shall undertake to perform only
such duties as are specifically set forth in this Declaration and in the
Securities and no implied covenants shall be read into this Declaration against
the Property Trustee. In case an Event of Default has occurred (that has not
been cured or waived pursuant to Section 2.6) of which a Responsible Officer has
actual knowledge, the Property Trustee shall exercise such of the rights and
powers vested in it by this Declaration, and use the same degree of care and
skill in

                                       19
<PAGE>

their exercise, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.

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

                  (i)   prior to the occurrence of an Event of Default (of
              which, other than in the case of Events of Default under Sections
              5.01(a) and 5.01(b) of the Indenture, which the Property Trustee
              is deemed to have knowledge of as provided in Section 2.7(b)
              hereof, a Responsible Officer of the Property Trustee has actual
              knowledge) and after the curing or waiving of all such Events of
              Default that may have occurred:

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

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

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

                  (iii) the Property Trustee shall not be liable with respect to
              any action taken or omitted to be taken by it in good faith in
              accordance with the direction of the Holders of a Majority in
              Liquidation Amount of the Securities relating to the time, method
              and place of conducting any proceeding for any remedy available to
              the Property Trustee, or exercising any trust or power conferred
              upon the Property Trustee under this Declaration;

                  (iv)  no provision of this Declaration shall require the
              Property Trustee to expend or risk its own funds or otherwise
              incur personal financial

                                       20
<PAGE>

              liability in the performance of any of its duties or in the
              exercise of any of its rights or powers;

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

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

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

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

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

              (a)  Subject to the provisions of Section 3.9:

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

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

                   (iii) whenever in the administration of this Declaration, the
              Property Trustee shall deem it desirable that a matter be proved
              or established before taking, suffering or omitting any action
              hereunder, the Property Trustee (unless other evidence is herein
              specifically prescribed) may, in the absence of

                                       21
<PAGE>

              bad faith on its part, request and conclusively rely upon an
              Officers' Certificate which, upon receipt of such request, shall
              be promptly delivered by the Sponsor or the Administrative
              Trustees;

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

                  (v)    the Property Trustee may consult with counsel or other
              experts of its selection, and the advice or opinion of such
              counsel and experts with respect to legal matters or advice within
              the scope of such experts' area of expertise shall be full and
              complete authorization and protection in respect of any action
              taken, suffered or omitted by it hereunder in good faith and in
              accordance with such advice or opinion; such counsel may be
              counsel to the Sponsor or any of its Affiliates, and may include
              any of its employees; and the Property Trustee shall have the
              right at any time to seek instructions concerning the
              administration of this Declaration from any court of competent
              jurisdiction;

                  (vi)   the Property Trustee shall be under no obligation to
              exercise any of the rights or powers vested in it by this
              Declaration at the request or direction of any Holder, unless such
              Holder shall have provided to the Property Trustee security and
              indemnity, reasonably satisfactory to the Property Trustee,
              against the costs, expenses (including reasonable attorneys' fees
              and expenses and the expenses of the Property Trustee's agents,
              nominees or custodians) and liabilities that might be incurred by
              it in complying with such request or direction, including such
              reasonable advances as may be requested by the Property Trustee;
              provided, however, that, nothing contained in this Section
              --------  -------
              3.10(a)(vi) shall be taken to relieve the Property Trustee, upon
              the occurrence of an Event of Default (of which, other than in the
              case of Events of Default under Sections 5.01(a) and 5.01(b) of
              the Indenture, which the Property Trustee is deemed to have
              knowledge of as provided in Section 2.7(b) hereof, a Responsible
              Officer of the Property Trustee has actual knowledge), of its
              obligation to exercise the rights and powers vested in it by this
              Declaration;

                  (vii)  the Property Trustee shall not be bound to make any
              investigation into the facts or matters stated in any resolution,
              certificate, statement, instrument, opinion, report, notice,
              request, direction, consent, order, bond, debenture, note, other
              evidence of indebtedness or other paper or document, but the
              Property Trustee, in its discretion, may make such further inquiry
              or investigation into such facts or matters as it may see fit;

                  (viii) the Property Trustee may execute any of the trusts or
              powers hereunder or perform any duties hereunder either directly
              or by or through

                                       22
<PAGE>

              agents, custodians, nominees or attorneys, and the Property
              Trustee shall not be responsible for any misconduct or negligence
              on the part of any such agent, custodian, nominee or attorney
              appointed with due care by it hereunder, provided that such agent,
              custodian, nominee or attorney is a United States person as
              defined in Section 7701(a)(30) of the Code;

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

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

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

                  (xii) the Property Trustee shall not be liable for any action
              taken, suffered, or omitted to be taken by it in good faith,
              without negligence or willful misconduct, and reasonably believed
              by it to be authorized or within the discretion or rights or
              powers conferred upon it by this Declaration.

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

SECTION 3.11   Delaware Trustee.
               ----------------

               Notwithstanding any other provision of this Declaration other
than Section 5.2, the Delaware Trustee shall not be entitled to exercise any
powers, nor shall the Delaware Trustee have any of the duties and
responsibilities of the Administrative Trustees or Property

                                       23
<PAGE>

Trustee described in this Declaration (except as required under the Business
Trust Act). Except as set forth in Section 5.2, the Delaware Trustee shall be a
Trustee for the sole and limited purpose of fulfilling the requirements of (S)
3807 of the Business Trust Act. In the event the Delaware Trustee shall at any
time be required to take any action or perform any duty hereunder, the Delaware
Trustee shall be entitled to the benefits of Section 3.9(b)(ii) to (viii),
inclusive, and Section 3.10. No implied covenants or obligations shall be read
into this Declaration against the Delaware Trustee. The duties of the Delaware
Trustee shall be limited to (a) accepting legal process served on the Trust in
the State of Delaware and (b) the execution of any certificates required to be
filed with the Delaware Secretary of State which the Delaware Trustee is
required to execute under Section 3811 of the Business Trust Statute. To the
extent that, at law or in equity, the Delaware Trustee has duties (including
fiduciary duties) and liabilities relating thereto to the Trust or the Holders,
it is hereby understood and agreed by the other parties hereto and the Holders
that such duties and liabilities are replaced by the duties and liabilities of
the Delaware Trustee expressly set forth in this Agreement.

SECTION 3.12   Execution of Documents.
               ----------------------

               Unless otherwise required by applicable law, each Administrative
Trustee, individually, is authorized to execute and deliver on behalf of the
Trust any documents, agreements, instruments or certificates that the
Administrative Trustees have the power and authority to execute pursuant to
Section 3.6.

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

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

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

               The Trust, unless earlier dissolved pursuant to the provisions of
Article VIII hereof, shall dissolve on _______, 2036.

SECTION 3.15   Mergers.
               -------

               (a)  The Trust may not merge with or into, consolidate,
amalgamate, or be replaced by, or convey, transfer or lease its properties and
assets as an entirety or substantially as an entirety to any Person, except as
described in Section 3.15(b) and (c) and except with respect to the distribution
of Debentures to Holders pursuant to Section 8.1(a)(iii) of this Declaration or
Section 3 of Annex I.

               (b)  The Trust may, at the request of the Sponsor, with the
consent of the Administrative Trustees or, if there are more than two, a
majority of the Administrative Trustees and without the consent of the Holders,
the Delaware Trustee or the Property Trustee, merge with or into, consolidate,
amalgamate, or be replaced by, or convey, transfer or lease its

                                       24
<PAGE>

properties and assets as an entirety or substantially as an entirety to, a trust
organized as such under the laws of any State; provided that:
                                               -------- ----

                    (i)  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 long as the Successor Securities
                    rank the same as the Securities rank in priority with
                    respect to Distributions and payments upon liquidation,
                    redemption and otherwise;

                    (ii)   the Sponsor expressly appoints a trustee of the
              Successor Entity that possesses the same powers and duties as the
              Property Trustee with respect to the Debentures;

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

                    (iv)   such merger, consolidation, amalgamation,
              replacement, conveyance, transfer or lease does not cause the
              Capital Securities (including any Successor Securities) or the
              Debentures to be downgraded by any nationally recognized
              statistical rating organization that publishes a rating on the
              Capital Securities or the Debentures;

                    (v)    such merger, consolidation, amalgamation,
              replacement, conveyance, transfer or lease does not adversely
              affect the rights, preferences and privileges of the Holders
              (including the holders of any Successor Securities) in any
              material respect (other than with respect to any dilution of the
              interests of such Holders or holders, as the case may be, in the
              Successor Entity);

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

                    (vii)  prior to such merger, consolidation, amalgamation,
              replacement, conveyance, transfer or lease, the Sponsor has
              received an opinion of independent counsel to the Trust
              experienced in such matters to the effect that:

                    (A)  such merger, consolidation, amalgamation, replacement,
                    conveyance, transfer or lease does not adversely affect the
                    rights,

                                       25
<PAGE>

                    preferences and privileges of the Holders (including the
                    holders of any Successor Securities) in any material respect
                    (other than with respect to any dilution of the interests of
                    such Holders or holders, as the case may be, in the
                    Successor Entity);

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

                    (C)  following such merger, consolidation, amalgamation,
                    replacement, conveyance, transfer or lease, 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 or any permitted successor or assignee
              of the Sponsor owns all of the common securities of the Successor
              Entity and guarantees the obligations of the Successor Entity
              under the Successor Securities at least to the extent provided by
              the Securities Guarantees; and

                    (ix) there shall have been furnished to the Property Trustee
              an Officers' Certificate and an Opinion of Counsel, each to the
              effect that all conditions precedent in this Declaration to such
              transaction have been satisfied.

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

SECTION 3.16   Property Trustee May File Proofs of Claim.
               -----------------------------------------

               In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other similar judicial proceeding relative to the Trust or any other obligor
upon the Securities or the property of the Trust or of such other obligor or
their creditors, the Property Trustee (irrespective of whether any Distributions
on the Securities shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Property Trustee shall
have made any demand on the Trust for the payment of any past due Distributions)
shall be entitled and empowered, to the fullest extent permitted by law, by
intervention in such proceeding or otherwise:

                                       26
<PAGE>

                  (a) to file and prove a claim for the whole amount of any
              Distributions owing and unpaid in respect of the Securities (or,
              if the Securities are original issue discount Securities, such
              portion of the liquidation amount as may be specified in the terms
              of such Securities) and to file such other papers or documents as
              may be necessary or advisable in order to have the claims of the
              Property Trustee (including any claim for the reasonable
              compensation, expenses, disbursements and advances of the Property
              Trustee, its agents and counsel) and of the Holders allowed in
              such judicial proceeding, and

                  (b) to collect and receive any moneys or other property
              payable or deliverable on any such claims and to distribute the
              same;

and any custodian, receiver, assignee, trust, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Property Trustee and, in the event the
Property Trustee shall consent to the making of such payments directly to the
holders, to pay to the Property Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Property Trustee, its
agents and counsel, and any other amounts due the Property Trustee.

     Nothing herein contained shall be deemed to authorize the Property Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement adjustment or compensation affecting the
Securities or the rights of any Holder thereof or to authorize the Property
Trustee to vote in respect of the claim of any Holder in any such proceeding.

                                  Article IV
                                    SPONSOR

SECTION 4.1   Sponsor's Purchase of Common Securities.
              ---------------------------------------

              At the Closing Date, pursuant to the Common Securities
Subscription Agreement, the Sponsor will purchase all of the Common Securities
then issued by the Trust, in an amount equal to at least 3% of the total capital
of the Trust, at the same time as the Capital Securities are issued and sold.

SECTION 4.2   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 Administrative Trustees to engage in, the following activities:

              (a)  to prepare and file with the Commission the Registration
Statement, including any amendments thereto, and the Prospectus;

              (b)  to determine the states of the United States in which to take
appropriate action to qualify or register for sale 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

                                       27
<PAGE>

by the Trust, as the Sponsor deems necessary or advisable in order to comply
with the applicable laws of any such states;

              (c)  if deemed necessary or advisable by the Sponsor, to prepare
for filing by the Trust an application to permit the Capital Securities to trade
or be quoted or listed in or on the New York Stock Exchange, or any other
securities exchange, quotation system or the Nasdaq Stock Market's National
Market;

              (d)  to prepare for filing by the Trust with the Commission a
registration statement on Form 8-A, including any amendments thereto, relating
to the registration of the Capital Securities under Section 12(b) or 12(g) of
the Exchange Act, as the case may be, including any amendments thereto; and

              (e)  to negotiate the terms of, execute, enter into and deliver
the Underwriting Agreement.

SECTION 4.3   Right to Proceed.
              ----------------

              The Sponsor acknowledges the rights of the Holders of Capital
Securities described in Section 3.8(e) hereof.

SECTION 4.4   Right to Dissolve Trust.
              -----------------------

              The Sponsor will have the right at any time to dissolve the Trust
and, after satisfaction of liabilities to creditors of the Trust as required by
applicable law, to cause the Debentures to be distributed to the Holders in
liquidation of the Trust. Such right is subject to the Sponsor's having received
(i) an Opinion of Counsel to the effect that such distribution will not cause
the Holders of Capital Securities to recognize gain or loss for United States
federal income tax purposes and (ii) all required regulatory approvals.

                                   Article V
                                   TRUSTEES

SECTION 5.1   Number of Trustees; Appointment of Co-Trustee.
              ---------------------------------------------

              The number of Trustees initially shall be five (5), 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 Holders of a Majority in
Liquidation Amount of the Common Securities voting as a class at a meeting of
the Holders of the Common Securities;

provided, however, that, the number of Trustees shall in no event be less than
--------  -------
two (2); provided  further that (1) one Trustee, in the case of a natural
         --------  -------
person, shall be a person who is a resident of the State of Delaware or that, if
not a natural person, is an entity which has its principal place of

                                       28
<PAGE>

business in the State of Delaware (the "Delaware Trustee"); (2) there shall be
at least one Trustee who is an employee or officer of, or is affiliated with,
the Sponsor (an "Administrative Trustee"); and (3) one Trustee shall be the
Property Trustee for so long as this Declaration is required to qualify as an
indenture under the Trust Indenture Act, and such Trustee may also serve as
Delaware Trustee if it meets the applicable requirements. Notwithstanding the
above, unless an Event of Default shall have occurred and be continuing, at any
time or times, for the purpose of meeting the legal requirements of the Trust
Indenture Act or of any jurisdiction in which any part of the Trust Property may
at the time be located, the Holders of a Majority in Liquidation Amount of the
Common Securities acting as a class at a meeting of the Holders of the Common
Securities, and the Administrative Trustees shall have power to appoint one or
more Persons either to act as a co-trustee, jointly with the Property Trustee,
of all or any part of the Trust Property, or to act as separate trustee of any
such property, in either case with such powers as may be provided in the
instrument of appointment, and to vest in such Person or Persons in such
capacity any property, title, right or power deemed necessary or desirable,
subject to the provisions of this Declaration, including Sections 5.3 and 13.1
hereof. In case an Event of Default has occurred and is continuing, the Property
Trustee alone shall have power to make any such appointment of a co-trustee and
any such co-trustee may be removed in accordance with Section 5.6(iii);

              (c) at all times the Property Trustee must be (i) a bank as
defined in Section 581 of the Code or (ii) a United States government-owned
agency or United States government-sponsored enterprise; and

              (d) at all times, each Trustee must be a United States person as
defined in Section 7701(a)(30) of the Code.

SECTION 5.2   Delaware Trustee.
              ----------------

              For so long as required by the Business Trust Act, the Delaware
Trustee shall be:

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

              (b)  if not a natural person, an entity which has its principal
place of business in the State of Delaware, and otherwise meets the requirements
of applicable law,

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

              The initial Delaware Trustee shall be:

                                       29
<PAGE>

              Wilmington Trust Company
              Rodney Square North
              1100 North Market Street
              Wilmington, Delaware 19890-0001
              Telephone: (302) 651-1000
              Telecopier: (302) 651-8882

SECTION 5.3   Property Trustee; Eligibility.
              -----------------------------

              (a)  There shall at all times be one Trustee (the "Property
Trustee") which shall act as Property Trustee and which shall:

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

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

              (b)  If at any time the Property Trustee shall cease to be
eligible to so act under Section 5.3(a), the Property Trustee shall immediately
resign in the manner and with the effect set forth in Section 5.6(c).

              (c)  If the Property Trustee has or shall acquire any "conflicting
interest" within the meaning of (S) 330(b) of the Trust Indenture Act, the
Property Trustee and the Holder of the Common Securities (as if it were the
obligor referred to in (S) 310(b) of the Trust Indenture Act) shall in all
respects comply with the provisions of (S) 310(b) of the Trust Indenture Act.

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

                                       30
<PAGE>

              (e)  The initial Property Trustee shall be:

              Wilmington Trust Company
              Rodney Square North
              1100 North Market Street
              Wilmington, Delaware 19890-0001
              Telephone: (302) 651-1000
              Telecopier: (302) 651-8882

SECTION 5.4   Certain Qualifications of Administrative Trustees and Delaware
              --------------------------------------------------------------
Trustee Generally.
-----------------

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

SECTION 5.5   Administrative Trustees.
              -----------------------

              The initial Administrative Trustees shall be:

              Steven C. Smith
              Shawn E. Saunders
              Christopher Plummer
              c/o Greater Bay Bancorp
              2860 West Bayshore Road
              Palo Alto, California 94303
              Telephone: (650) 813-8200
              Telecopier: (650) 494-9193

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

              (b)  Unless otherwise required by the Business Trust Act or other
applicable law, any Administrative Trustee acting alone is authorized to execute
on behalf of the Trust any documents which the Administrative Trustees have the
power and authority to cause the Trust to execute pursuant to Section 3.6.

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

                                       31
<PAGE>

SECTION 5.6   Appointment, Removal and Resignation of Trustees.
              ------------------------------------------------
              (a)  Subject to Section 5.6(b) hereof and to Section 6(b) of Annex
I hereto, Trustees may be appointed or removed without cause at any time:

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

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

                   (iii) if an Event of Default shall have occurred and be
              continuing after the issuance of the Securities, with respect to
              the Property Trustee or the Delaware Trustee, only by vote of
              Holders of a Majority in Liquidation Amount of the Capital
              Securities voting as a class, and with respect to the
              Administrative Trustees, in the manner set forth in Section
              5.6(a)(ii) hereof.

              (b)  (i)  The Trustee that acts as Property Trustee shall not be
removed in accordance with Section 5.6(a) until a Successor Property Trustee has
been appointed and has accepted such appointment by written instrument executed
by such Successor Property Trustee and delivered to the removed Property
Trustee, the Administrative Trustees and the Sponsor; and

                   (ii)  the Trustee that acts as Delaware Trustee shall not be
              removed in accordance with this Section 5.6(a) until a successor
              Trustee possessing the qualifications to act as Delaware Trustee
              under Sections 5.2 and 5.4 (a "Successor Delaware Trustee") has
              been appointed and has accepted such appointment by written
              instrument executed by such Successor Delaware Trustee and
              delivered to the removed Delaware Trustee, the Property Trustee
              (if the removed Delaware Trustee is not also the Property
              Trustee), the Administrative Trustees and the Sponsor.

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

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

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

                                       32
<PAGE>

                   Trustee (if the resigning Property Trustee is not also the
                   Delaware Trustee) and the resigning Property Trustee; or

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

                   (ii)  no such resignation of the Trustee that acts as the
              Delaware Trustee shall be effective until a Successor Delaware
              Trustee has been appointed and has accepted such appointment by
              instrument executed by such Successor Delaware Trustee and
              delivered to the Trust, the Property Trustee (if the resigning
              Delaware Trustee is not also the Property Trustee), the Sponsor
              and the resigning Delaware Trustee.

              (d)  The Holders of the Common Securities or, if an Event of
Default shall have occurred and be continuing after the issuance of the
Securities, the Holders of the Capital Securities shall use their best efforts
to promptly appoint a Successor Property Trustee or Successor Delaware Trustee,
as the case may be, if the Property Trustee or the Delaware Trustee delivers an
instrument of resignation in accordance with this Section 5.6.

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

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

              (g)  At the time of resignation or removal of the Property Trustee
or the Delaware Trustee, the Sponsor shall pay to such Trustee any amounts that
may be owed to such Trustee pursuant to Section 10.4.

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

SECTION 5.7   Vacancies among Trustees.
              ------------------------

              If a Trustee ceases to hold office for any reason and the number
of Trustees is not reduced pursuant to Section 5.l, or if the number of Trustees
is increased pursuant to Section 5.1, a vacancy shall occur. A resolution
certifying the existence of such vacancy by the Administrative Trustees or, if
there are more than two, a majority of the Administrative Trustees

                                       33
<PAGE>

shall be conclusive evidence of the existence of such vacancy. The vacancy shall
be filled with a Trustee appointed in accordance with Section 5.6.

SECTION 5.8   Effect of Vacancies.
              -------------------

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

SECTION 5.9   Meetings.
              --------

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

SECTION 5.10   Delegation of Power.
               -------------------
               (a)  Any Administrative Trustee may, by power of attorney
consistent with applicable law, delegate to any other natural person over the
age of 21 his or her power for the purpose of executing any documents
contemplated in Section 3.6, including any registration statement or amendment
thereto filed with the Commission, or making any other governmental filing;
provided that such person is a United States person as defined in Section
-------- ----
7701(a)(30) of the Code; and

                                       34
<PAGE>

               (b)  The Administrative Trustees shall have power to delegate
from time to time to such of their number or to officers of the Trust the doing
of such things and the execution of such instruments either in the name of the
Trust or the names of the Administrative Trustees or otherwise as the
Administrative Trustees may deem expedient, to the extent such delegation is not
prohibited by applicable law or contrary to the provisions of this Declaration;
provided that such person is a United States person as defined in Section
-------- ----
7701(a)(30) of the Code.

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

               Any Person into which the Property Trustee or the Delaware
Trustee or any Administrative Trustee that is not a natural person, as the case
may be, may be merged or converted or with which it may be consolidated, or any
Person resulting from any merger, conversion or consolidation to which the
Property 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 Property Trustee or the Delaware Trustee, as the case may be,
shall be the successor of the Property Trustee or the Delaware Trustee, as the
case may be, hereunder, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, provided such Person shall
be otherwise qualified and eligible under this Article and provided further that
such Person shall file an amendment to the Certificate of Trust with the
Delaware Secretary of State as contemplated in Section 5.6(h).

                                  ARTICLE VI
                                 DISTRIBUTIONS

SECTION 6.1   Distributions.
              -------------

              Holders shall receive Distributions in accordance with the
applicable terms of the relevant Holder's Securities. If and to the extent that
the Debenture Issuer makes a payment of interest (including Compounded Interest
and Additional Sums) and/or principal on the Debentures held by the Property
Trustee with respect to the Debentures held by the Property Trustee (the amount
of any such payment being a "Payment Amount"), the Property Trustee shall and is
directed, to the extent funds are available for that purpose, to make a
distribution (a "Distribution") of the Payment Amount to Holders in accordance
with the terms of the Securities, subject to Section 9 of Annex I.

                                  ARTICLE VII
                             ISSUANCE OF SECURITIES

SECTION 7.1   General Provisions Regarding Securities.
              ---------------------------------------

              (a)  The Administrative Trustees shall, on behalf of the Trust,
issue one class of capital securities representing undivided preferred
beneficial interests in the assets of the Trust having such terms as are set
forth in Annex I (the "Capital Securities") and one class of common securities
representing undivided common 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.

                                       35
<PAGE>

              (b)  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.

              (c)  Upon issuance of the Securities as provided in this
Declaration, the Securities so issued shall be deemed to be validly issued and,
subject to the terms of this Declaration, fully paid and nonassessable undivided
beneficial interests in the assets of the Trust and entitled to the benefits of
this Declaration, and the Holders thereof shall be entitled to the benefits of
this Declaration.

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

SECTION 7.2   Execution and Authentication.
              ----------------------------

              (a)  The Securities shall be signed on behalf of the Trust by an
Administrative Trustee. In case any Administrative Trustee of the Trust who
shall have signed any of the Securities shall cease to be such Administrative
Trustee before the Securities so signed shall be delivered by the Trust, such
Securities nevertheless may be delivered as though the Person who signed such
Securities had not ceased to be such Administrative Trustee; and any Securities
may be signed on behalf of the Trust by such persons who, at the actual date of
execution of such Security, shall be the Administrative Trustees of the Trust,
although at the date of the execution and delivery of this Declaration any such
person was not an Administrative Trustee.

              (b) One Administrative Trustee shall sign the Capital Securities
for the Trust by manual or facsimile signature. Unless otherwise determined by
an Administrative Trustee on behalf of the Trust, an Administrative Trustee
shall sign the Common Securities for the Trust by manual signature.

              A Capital Security shall not be valid until authenticated by the
manual signature of an authorized signatory of the Property Trustee.  The
signature shall be conclusive evidence that the Capital Security has been
authenticated under this Declaration.  A Common Security shall be valid upon
execution by an Administrative Trustee without any act of the Property Trustee.

              Upon a written order of the Trust signed by one Administrative
Trustee, the Property Trustee shall authenticate the Capital Securities for
original issue.  The aggregate number of Capital Securities outstanding at any
time shall not exceed the number set forth in Annex I hereto except as provided
in Section 7.6.

              The Property Trustee may appoint an authenticating agent
acceptable to the Trust to authenticate Capital Securities. An authenticating
agent may authenticate Capital Securities whenever the Property Trustee may do
so. Each reference in this Declaration to authentication by the Property Trustee
includes authentication by such agent. An authenticating

                                       36
<PAGE>

agent has the same rights as the Property Trustee hereunder with respect to the
Sponsor or an Affiliate.

SECTION 7.3   Form and Dating.
              ---------------

              Except as otherwise set forth in this Declaration, the Capital
Securities and Common Securities shall be evidenced by one or more certificates
substantially in the form of Exhibits A-1 and A-2, respectively.  The Property
Trustee's certificate of authentication shall be substantially in the form set
forth in Exhibit A-1.  Certificates representing the Securities may be printed,
lithographed or engraved or may be produced in any other manner as is reasonably
acceptable to an Administrative Trustee, as evidenced by the execution thereof.
The Securities may have letters, "CUSIP" or other 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 Administrative Trustees, as evidenced by their execution
thereof.  The Trust at the direction of the Sponsor, shall furnish any such
legend not contained in Exhibit A-1 to the Property 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 Property Trustee 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 offered and sold as provided in the
Underwriting Agreement shall be issued in the form of a single permanent global
Capital Security in definitive, fully registered form without distribution
coupons and with the legends set forth in Exhibit A-1 hereto (the "Global
Capital Security"), which shall be deposited on behalf of the purchasers
represented thereby with the Property Trustee, at its Corporate Trust Office, as
custodian for the Clearing Agency, and registered in the name of the Clearing
Agency or a nominee of the Clearing Agency, duly executed by the Trust and
authenticated by the Property Trustee as hereinafter provided. The number of
Capital Securities represented by the Global Capital Security may from time to
time be increased or decreased by adjustments made on the records of the
Property Trustee and the Clearing Agency or its nominee as hereinafter provided.

              An Administrative Trustee shall execute and the Property Trustee
shall, in accordance with this Section 7.3, authenticate and make available for
delivery initially a single Global Capital Security that (i) shall be registered
in the name of Cede & Co. or other nominee of such Clearing Agency, and (ii)
shall be delivered by the Property Trustee to such Clearing Agency or pursuant
to such Clearing Agency's written instructions or, if no such written
instructions are received by the Property Trustee, held by the Property Trustee
as custodian for the Clearing Agency.

              Members of, or participants in, the Clearing Agency
("Participants") shall have no rights under this Declaration with respect to the
Global Capital Security held on their behalf by the Clearing Agency or by the
Property Trustee as the custodian of the Clearing Agency or under such Global
Capital Security, and the Clearing Agency may be treated by the

                                       37
<PAGE>

Trust, the Property Trustee and any agent of the Trust or the Property Trustee
as the absolute owner of such Global Capital Security for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the
Trust, the Property Trustee or any agent of the Trust or the Property Trustee
from giving effect to any written certification, proxy or other authorization
furnished by the Clearing Agency or impair, as between the Clearing Agency and
its Participants, the operation of customary practices of such Clearing Agency
governing the exercise of the rights of a holder of a beneficial interest in the
Global Capital Security.

              Except as provided in Section 7.9 or 9.2(e), owners of beneficial
interests in the Global Capital Security will not be entitled to receive
physical delivery of certificated Capital Securities ("Definitive Capital
Securities").

SECTION 7.4   Registrar and Paying Agent.
              --------------------------

              The Trust shall maintain in Wilmington, Delaware (i) an office or
agency where Capital Securities may be presented for registration of transfer
("Registrar"), and (ii) an office or agency where Capital Securities may be
presented for payment ("Paying Agent").  The Registrar shall keep a register of
the Capital Securities and of their transfer.  The Trust may appoint the
Registrar and the Paying Agent and may appoint one or more co-registrars and one
or more additional paying agents in such other locations as it shall determine.
The term "Registrar" includes any additional registrar and the term "Paying
Agent" includes any additional paying agent.  The Trust may change any Paying
Agent, Registrar or co-registrar without prior notice to any Holder.  The Paying
Agent shall be permitted to resign as Paying Agent upon 30 days' written notice
to the Property Trustee, the Administrative Trustees and the Sponsor.  The Trust
shall notify the Property Trustee of the name and address of any Agent not a
party to this Declaration.  If the Trust fails to appoint or maintain another
entity as Registrar or Paying Agent,  the Property Trustee shall act as such.
The Trust or any of its Affiliates may act as Paying Agent or Registrar.  The
Trust shall act as Paying Agent and Registrar for the Common Securities.

              The Trust initially appoints the Property Trustee as Registrar and
Paying Agent for the Capital Securities.

SECTION 7.5   Paying Agent to Hold Money in Trust.
              -----------------------------------

          The Trust shall require each Paying Agent other than the Property
Trustee to agree in writing that the Paying Agent will hold in trust for the
benefit of Holders or the Property Trustee all money held by the Paying Agent
for the payment of liquidation amounts or Distributions, and will notify the
Property Trustee if there are insufficient funds for such purpose.  While any
such insufficiency continues, the Property Trustee may require a Paying Agent to
pay all money held by it to the Property Trustee.  The Trust at any time may
require a Paying Agent to pay all money held by it to the Property Trustee and
to account for any money disbursed by it.  Upon payment over to the Property
Trustee, the Paying Agent (if other than the Trust or an Affiliate of the Trust)
shall have no further liability for the money.  If the Trust or the Sponsor or
an Affiliate of the Trust or the Sponsor acts as Paying Agent, it shall
segregate and hold in a separate trust fund for the benefit of the Holders all
money held by it as Paying Agent.

                                       38
<PAGE>

SECTION 7.6   Replacement Securities.
              ----------------------

              If a Holder claims that a Security owned by it has been lost,
destroyed or wrongfully taken or if such Security is mutilated and is
surrendered to the Trust or in the case of the Capital Securities to the
Property Trustee, an Administrative Trustee shall execute and the Property
Trustee shall authenticate and make available for delivery a replacement
Security if the Property Trustee's requirements are met.  An indemnity bond must
be provided by the Holder which, in the judgment of the Property Trustee, is
sufficient to protect the Trustees, the Sponsor, the Trust or any authenticating
agent from any loss which any of them may suffer if a Security is replaced.  The
Trust may charge such Holder for its expenses in replacing a Security.

SECTION 7.7   Outstanding Capital Securities.
              ------------------------------

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

              If a Capital Security is replaced pursuant to Section 7.6 hereof,
it ceases to be outstanding unless the Property Trustee receives proof
satisfactory to it that the replaced Capital Security is held by a bona fide
purchaser.

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

              A Capital Security does not cease to be outstanding because one of
the Trust, the Sponsor or an Affiliate of the Sponsor holds the Security.

SECTION 7.8   Capital Securities in Treasury.
              ------------------------------

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

SECTION 7.9   Temporary Securities.
              --------------------

              (a)  Until Definitive Capital Securities are ready for delivery,
the Trust may prepare and, in the case of the Capital Securities, the Property
Trustee shall authenticate temporary Securities. Temporary Securities shall be
substantially in the form of Definitive Capital Securities but may have
variations that the Trust considers appropriate for temporary Securities.
Without unreasonable delay, the Trust shall prepare and, in the case of the
Capital Securities, the Property Trustee shall authenticate Definitive Capital
Securities in exchange for temporary Securities.

                                       39
<PAGE>

              (b)  The Global Capital Security deposited with the Clearing
Agency or with the Property Trustee as custodian for the Clearing Agency
pursuant to Section 7.3 shall be transferred to the beneficial owners thereof in
the form of Definitive Capital Securities only if such transfer complies with
Section 9.2.

              (c)  Any Global Capital Security that is transferable to the
beneficial owners thereof in the form of Definitive Capital Securities pursuant
to this Section 7.9 shall be surrendered by the Clearing Agency to the Property
Trustee to be so transferred, in whole or from time to time in part, without
charge, and the Property Trustee shall authenticate and make available for
delivery, upon such transfer of each portion of such Global Capital Security, an
equal aggregate liquidation amount of Capital Securities of authorized
denominations in the form of Definitive Capital Securities. Any portion of the
Global Capital Security transferred pursuant to this Section shall be registered
in such names as the Clearing Agency shall direct.

              (d)  Subject to the provisions of Section 7.9(c), the Holder of
the Global Capital Security may grant proxies and otherwise authorize any
Person, including Participants and Persons that may hold interests through
Participants, to take any action which such Holder is entitled to take under
this Declaration or the Securities.

              (e) In the event of the occurrence of any of the events specified
in Section 7.9(b), the Trust will promptly make available to the Property
Trustee a reasonable supply of certificated Capital Securities in fully
registered form without distribution coupons.

SECTION 7.10   Cancellation.
               ------------

               The Trust at any time may deliver Capital Securities to the
Property Trustee for cancellation. The Registrar and Paying Agent shall forward
to the Property Trustee any Capital Securities surrendered to them for
registration of transfer, redemption, or payment. The Property Trustee shall
promptly cancel all Capital Securities surrendered for registration of transfer,
redemption, payment, replacement or cancellation and shall dispose of canceled
Capital Securities in accordance with its customary procedures unless the Trust
otherwise directs. The Trust may not issue new Capital Securities to replace
Capital Securities that it has paid.

SECTION 7.11   CUSIP Numbers.
               -------------

               The Trust in issuing the Capital Securities may use "CUSIP"
numbers (if then generally in use), and, if so, the Property Trustee shall use
"CUSIP" numbers in notices of redemption as a convenience to Holders of Capital
Securities; provided that, any such notice may state that no representation is
            -------- ----
made as to the correctness of such numbers either as printed on the Capital
Securities or as contained in any notice of a redemption and that reliance may
be placed only on the other identification numbers printed on the Capital
Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers.  The Sponsor will promptly notify the Property Trustee
of any change in the CUSIP numbers.

                                       40
<PAGE>

                                 ARTICLE VIII
                             DISSOLUTION OF TRUST

SECTION 8.1   Dissolution of Trust.
              --------------------
              (a)  The Trust shall automatically dissolve:

                   (i)   upon the bankruptcy of the Sponsor;

                   (ii)  upon the filing of a certificate of dissolution or
              liquidation or its equivalent with respect to the Sponsor; or the
              revocation of the Sponsor's charter and the expiration of 90 days
              after the date of revocation without a reinstatement thereof;

                   (iii) following the distribution of a Like Amount of the
              Debentures to the Holders, provided that, the Property Trustee has
                                         -------------
              received written notice from the Sponsor directing the Property
              Trustee to dissolve the Trust (which direction is optional, and
              except as otherwise expressly provided below, within the
              discretion of the Sponsor), and provided, further, that such
                                              --------  -------
              direction and such distribution is conditioned on (a) the receipt
              by the Sponsor of any and all required regulatory approvals, and
              (b) the Sponsor's receipt and delivery to the Administrative
              Trustees of an opinion of independent tax counsel experienced in
              such matters, which opinion may rely on public or private rulings
              of the Internal Revenue Service, to the effect that the Holders of
              the Capital Securities will not recognize any gain or loss for
              United States federal income tax purposes as a result of the
              dissolution of the Trust and the distribution of Debentures;

                   (iv)  upon the entry of a decree of judicial dissolution of
              the Trust by a court of competent jurisdiction;

                   (v)   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;

                   (vi)  upon the redemption or repayment of the Debentures or
              at such time as no Debentures are outstanding; or

                   (vii) the expiration of the term of the Trust provided in
              Section 3.14.

              (b)  As soon as is practicable upon completion of winding up of
the Trust following the occurrence of an event referred to in Section 8.1(a) and
the satisfaction of creditors of the Trust in accordance with applicable law,
the Administrative Trustees shall terminate the Trust by filing a certificate of
cancellation with the Secretary of State of the State of Delaware in accordance
with the Business Trust Act.

                                       41
<PAGE>

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

                                  ARTICLE IX
                             TRANSFER OF INTERESTS

SECTION 9.1   Transfer of Securities.
              ----------------------

              (a)  Securities may only be transferred, in whole or in part, in
accordance with the terms and conditions set forth in this Declaration and in
accordance with the terms of the Securities. To the fullest extent permitted by
law, any transfer or purported transfer of any Security not made in accordance
with this Declaration shall be null and void.

              (b)  Subject to this Article IX, Capital Securities may only be
transferred, in whole or in part, in accordance with the terms and conditions
set forth in this Declaration. To the fullest extent permitted by law, any
transfer or purported transfer of any Security not made in accordance with this
Declaration shall be null and void.

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

              (d)  The Registrar shall provide for the registration of Capital
Securities and of the transfer of Capital Securities, which will be effected
without charge but only upon payment 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 Capital Securities, an Administrative Trustee shall cause one
or more new Capital Securities to be issued in the name of the designated
transferee or transferees. Every Capital Security surrendered for registration
of transfer shall be accompanied by a written instrument of transfer in form
satisfactory to the Registrar duly executed by the Holder or such Holder's
attorney duly authorized in writing. Each Capital Security surrendered for
registration of transfer shall be delivered to the Registrar and canceled in
accordance with Section 7.10. A transferee of a Capital Security shall be
entitled to the rights and subject to the obligations of a Holder hereunder upon
the receipt by such transferee of a Capital Security. By acceptance of a Capital
Security or any interest therein, each transferee shall be deemed to have agreed
to be bound by this Declaration.

                                       42
<PAGE>

SECTION 9.2   Transfer Procedures and Restrictions.
              ------------------------------------

              (a)  Transfer and Exchange of Definitive Capital Securities.
                   ------------------------------------------------------
When Definitive Capital Securities are presented to the Registrar or co-
registrar:

                   (x)  to register the transfer of such Definitive Capital
        Securities; or

                   (y)  to exchange such Definitive Capital Securities which
        became mutilated, destroyed, defaced, stolen or lost, for an equal
        number of Definitive Capital Securities, the Registrar or co-registrar
        shall register the transfer or make the exchange as requested if its
        reasonable requirements for such transaction are met;

        provided, however, that the Definitive 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 or co-registrar, duly
        executed by the Holder thereof or his attorney duly authorized in
        writing.

              (b)  Restrictions on Transfer of a Definitive Capital Security
                   ---------------------------------------------------------
for a Beneficial Interest in the Global Capital Security. A Definitive Capital
--------------------------------------------------------
Security may not be exchanged for a beneficial interest in the Global Capital
Security except upon satisfaction of the requirements set forth below. Upon
receipt by the Property Trustee of a Definitive Capital Security, duly endorsed
or accompanied by appropriate instruments of transfer, in form satisfactory to
the Property Trustee, together with written instructions directing the Property
Trustee to make, or to direct the Clearing Agency to make, an adjustment on its
books and records with respect to the Global Capital Security to reflect an
increase in the number of the Capital Securities represented by such Global
Capital Security, then the Property Trustee shall cancel such Definitive Capital
Security and cause, or direct the Clearing Agency to cause, the aggregate number
of Capital Securities represented by the Global Capital Security to be increased
accordingly. If the Global Capital Security is not then outstanding, an
Administrative Trustee on behalf of the Trust may issue and the Property Trustee
may authenticate, upon written order of any Administrative Trustee, a new Global
Capital Security representing an appropriate number of Capital Securities.

              (c)  Transfer and Exchange of the Global Capital Security.  The
                   ----------------------------------------------------
transfer and exchange of the Global Capital Security or beneficial interests
therein shall be effected through the Clearing Agency in accordance with this
Declaration (including applicable restrictions on transfer set forth herein, if
any) and the procedures of the Clearing Agency therefor.

              (d)  Restrictions on Transfer and Exchange of the Global Capital
                   -----------------------------------------------------------
Security. Notwithstanding any other provisions of this Declaration (other than
--------
the provisions set forth in subsection (e) of this Section 9.2), the Global
Capital Security may not be transferred as a whole except by the Clearing Agency
to a nominee of the Clearing Agency or another nominee of the Clearing Agency or
by the Clearing Agency or any such nominee to a successor Clearing Agency or a
nominee of such successor Clearing Agency.

              (e)  Authentication of Definitive Capital Securities.  If at any
                   -----------------------------------------------
time:

                                       43
<PAGE>

                   (i)   a Default or an Event of Default has occurred and is
              continuing,

                   (ii)  the Trust, in its sole discretion, notifies the
              Property Trustee in writing that it elects to cause the issuance
              of Definitive Capital Securities under this Declaration, or

                   (iii) the Clearing Agency notifies the Sponsor that it is
              unwilling or unable to continue as Clearing Agency for such Global
              Capital Security or if at any time such Clearing Agency ceases to
              be a "clearing agency" registered under the Exchange Act, and, in
              each case, a clearing agency is not appointed by the Sponsor
              within 90 days of receipt of such notice or of becoming aware of
              such condition,

then an Administrative Trustee on behalf of the Trust will execute, and the
Property Trustee, upon receipt of a written order of the Trust signed by one
Administrative Trustee requesting the authentication and delivery of Definitive
Capital Securities to the Persons designated by the Trust, will authenticate and
make available for delivery Definitive Capital Securities, equal in number to
the number of Capital Securities represented by the Global Capital Security, in
exchange for such Global Capital Security.

              (f)  Cancellation or Adjustment of Global Capital Security.  At
                   -----------------------------------------------------
such time as all beneficial interests in the Global Capital Security have either
been exchanged for Definitive Capital Securities to the extent permitted by this
Declaration or redeemed, repurchased or canceled in accordance with the terms of
this Declaration, such Global Capital Security shall be returned to the Clearing
Agency for cancellation or retained and canceled by the Property Trustee. At any
time prior to such cancellation, if any beneficial interest in the Global
Capital Security is exchanged for Definitive Capital Securities, Capital
Securities represented by such Global Capital Security shall be reduced and an
adjustment shall be made on the books and records of the Property Trustee and
the Clearing Agency or its nominee to reflect such reduction.

              (g)  Obligations with Respect to Transfers and Exchanges of
                   ------------------------------------------------------
Capital Securities.
------------------

                   (i)   To permit registrations of transfers and exchanges, the
              Trust shall execute and the Property Trustee shall authenticate
              Definitive Capital Securities and the Global Capital Security at
              the Registrar's or co-registrar's request in accordance with the
              terms of this Declaration.

                   (ii)  Registrations of transfers or exchanges will be
              effected without charge, but only upon payment in respect of any
              tax or other governmental charge that may be imposed in relation
              to it.

                   (iii) The Registrar or co-registrar shall not be required to
              register the transfer of or exchange of (a) Capital Securities
              during a period beginning at the opening of business 15 days
              before the day of mailing of a notice of redemption or any notice
              of selection of Capital Securities for redemption and

                                       44
<PAGE>

              ending at the close of business on the day of such mailing or (b)
              any Capital Security so selected for redemption in whole or in
              part, except the unredeemed portion of any Capital Security being
              redeemed in part.

                   (iv)  Prior to the due presentation for registration of
              transfer of any Capital Security, the Trust, the Property Trustee,
              the Paying Agent, the Registrar or any co-registrar may deem and
              treat the Person in whose name a Capital Security is registered as
              the absolute owner of such Capital Security for the purpose of
              receiving Distributions on such Capital Security and for all other
              purposes whatsoever, and none of the Trust, the Property Trustee,
              the Paying Agent, the Registrar or any co-registrar shall be
              affected by notice to the contrary.

                   (v)   All Capital Securities 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 Capital Securities
              surrendered upon such registration of transfer or exchange.

              (h)  No Obligation of the Property Trustee.
                   -------------------------------------

                   (i)   The Property Trustee shall have no responsibility or
              obligation to any Capital Security Beneficial Owner, a Participant
              in the Clearing Agency or other Person with respect to the
              accuracy of the records of the Clearing Agency or its nominee or
              of any Participant thereof, with respect to any ownership interest
              in the Capital Securities or with respect to the delivery to any
              Participant, beneficial owner or other Person (other than the
              Clearing Agency) of any notice (including any notice of
              redemption) or the payment of any amount, under or with respect to
              such Capital Securities. All notices and communications to be
              given to the Holders and all payments to be made to Holders under
              the Capital Securities shall be given or made only to or upon the
              order of the registered Holders (which shall be the Clearing
              Agency or its nominee in the case of the Global Capital Security).
              The rights of Capital Security Beneficial Owners shall be
              exercised only through the Clearing Agency subject to the
              applicable rules and procedures of the Clearing Agency. The
              Property Trustee may conclusively rely and shall be fully
              protected in relying upon information furnished by the Clearing
              Agency or any agent thereof with respect to its Participants and
              any Capital Security Beneficial Owners.

                   (ii)  The Property Trustee and the Registrar shall have no
              obligation or duty to monitor, determine or inquire as to
              compliance with any restrictions on transfer imposed under this
              Declaration or under applicable law with respect to any transfer
              of any interest in any Capital Security (including any transfers
              between or among Clearing Agency Participants or Capital Security
              Beneficial Owners) other than to require delivery of such
              certificates and other documentation or evidence as are expressly
              required by, and to do so if

                                       45
<PAGE>

              and when expressly required by, the terms of this Declaration, and
              to examine the same to determine substantial compliance as to form
              with the express requirements hereof.

                   (i)  Minimum Transfers. Capital Securities may only be
                        -----------------
transferred in minimum denominations of $25.00 and multiples of $25.00 in excess
thereof.

SECTION 9.3   Book-Entry Interests.
              --------------------

              The Global Capital Security shall initially be registered on the
books and records of the Trust in the name of Cede & Co., the nominee of the
Clearing Agency and no Capital Security Beneficial Owner will receive physical
delivery of a definitive Capital Security certificate (a "Capital Security
Certificate") representing such Capital Security Beneficial Owner's interests in
such Global Capital Security, except as provided in Section 9.2 and Section 7.9.
Unless and until Definitive Capital Securities have been issued to the Capital
Security Beneficial Owners pursuant to Section 9.2 or Section 7.9:

              (a)  the provisions of this Section 9.3 shall be in full force
and effect;

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

              (c)  to the extent that the provisions of this Section 9.3
conflict with any other provisions of this Declaration, the provisions of this
Section 9.3 shall control; and

              (d)  the rights of the Capital Security Beneficial Owners shall be
exercised only through the Clearing Agency and shall be limited to those
established by law and agreements between such Capital Security Beneficial
Owners and the Clearing Agency and/or the Clearing Agency Participants, and the
Clearing Agency shall receive and transmit payments of Distributions on the
Global Capital Security to such Clearing Agency Participants; provided,
                                                              --------
however, that solely for the purposes of determining whether the Holders of the
-------
requisite amount of Capital Securities have voted on any matter provided for in
this Declaration, the Trustees, with respect to the Global Capital Security, may
conclusively rely on, and shall be protected in relying on, any written
instrument (including a proxy) delivered to the Trustees by the Clearing Agency
setting forth the Capital Security Beneficial Owners' votes or assigning the
right to vote on any matter to any other Persons either in whole or in part; and
the Clearing Agency will also make book-entry transfers among the Clearing
Agency Participants.

SECTION 9.4   Notices to Clearing Agency.
              --------------------------

              Whenever a notice or other communication to the Capital Security
Holders is required to be given by a Trustee under this Declaration, such
Trustee shall give all such notices and communications specified herein to be
given to the Holder of the Global Capital Security to

                                       46
<PAGE>

the Clearing Agency and shall have no notice obligations to the Capital Security
Beneficial Owners.

SECTION 9.5   Appointment of Successor Clearing Agency.
              ----------------------------------------

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

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

SECTION 10.1   Liability.
               ---------

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

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

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

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

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

SECTION 10.2   Exculpation.
               -----------

               (a)  No Indemnified Person shall be liable, responsible or
accountable in damages or otherwise to the Trust or any Covered Person for any
loss, damage or claim incurred by reason of any act or omission performed or
omitted by such Indemnified Person in good faith on behalf of the Trust and in a
manner such Indemnified Person reasonably believed to be within the scope of the
authority conferred on such Indemnified Person by this Declaration or by law,
except that an Indemnified Person shall be liable for any such loss, damage or
claim incurred by reason of such Indemnified Person's gross negligence (or in
the case of the Property Trustee or the Delaware Trustee, 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 who has been selected with

                                       47
<PAGE>

reasonable care by or on behalf of the Trust, including information, opinions,
reports or statements as to the value and amount of the assets, liabilities,
profits, losses, or any other facts pertinent to the existence and amount of
assets from which Distributions to Holders might properly be paid.

SECTION 10.3   Fiduciary Duty.
               --------------

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

              (b)  Unless otherwise expressly provided herein:

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

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

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

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

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

                   (ii)  in its "good faith" or under another express standard,
              the Indemnified Person shall act under such express standard and
              shall not be

                                       48
<PAGE>

              subject to any other or different standard imposed by this
              Declaration or by applicable law.

SECTION 10.4  Indemnification.
               ---------------

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

                   (ii)  The Sponsor shall indemnify, to the full extent
              permitted by law, any Company Indemnified Person who was or is a
              party or is threatened to be made a party to any threatened,
              pending or completed action or suit by or in the right of the
              Trust to procure a judgment in its favor by reason of the fact
              that he is or was a Company 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 Company
              Indemnified Person shall have been adjudged to be liable to the
              Trust unless and only to the extent that the Court of Chancery of
              Delaware or the court in which such action or suit was brought
              shall determine upon application that, despite the adjudication of
              liability but in view of all the circumstances of the case, such
              Person is fairly and reasonably entitled to indemnity for such
              expenses which such Court of Chancery or such other court shall
              deem proper.

                   (iii) To the extent that a Company Indemnified Person shall
              be successful on the merits or otherwise (including dismissal of
              an action without prejudice or the settlement of an action without
              admission of liability) in defense of any action, suit or
              proceeding referred to in paragraphs (i) and (ii) of this Section
              10.4(a), or in defense of any claim, issue or matter therein, he
              or she shall be indemnified by the Sponsor, to the full extent
              permitted by law,

                                       49
<PAGE>

              against expenses (including attorneys' fees) actually and
              reasonably incurred by him or her in connection therewith.

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

                   (v)   Expenses (including attorneys' fees and expenses)
              incurred by a Company Indemnified Person in defending a civil,
              criminal, administrative or investigative action, suit or
              proceeding referred to in paragraphs (i) and (ii) of this Section
              10.4(a) shall be paid by the Sponsor in advance of the final
              disposition of such action, suit or proceeding upon receipt of an
              undertaking by or on behalf of such Company Indemnified Person to
              repay such amount if it shall ultimately be determined that he or
              she is not entitled to be indemnified by the Sponsor as authorized
              in this Section 10.4(a). Notwithstanding the foregoing, no advance
              shall be made by the Sponsor if a determination is reasonably and
              promptly made (i) by the Administrative Trustees by a majority
              vote of a Quorum of disinterested Administrative Trustees, (ii) if
              such a Quorum is not obtainable, or, even if obtainable, if a
              Quorum of disinterested Administrative Trustees so directs, by
              independent legal counsel in a written opinion or (iii) by the
              Common Security Holder of the Trust, that, based upon the facts
              known to the Administrative Trustees, counsel or the Common
              Security Holder at the time such determination is made, such
              Company Indemnified Person acted in bad faith or in a manner that
              the Common Security Holder did not believe to be in, or believed
              was opposed to, the best interests of the Trust, or, with respect
              to any criminal proceeding, that such Company Indemnified Person
              believed or had reasonable cause to believe his or her conduct was
              unlawful. In no event shall any advance be made in instances where
              the Administrative Trustees, independent legal counsel or Common
              Security Holder reasonably determine that a Company Indemnified
              Person deliberately breached his or her duty to the Trust or its
              Common or Capital Security Holders.

                   (vi)  The indemnification and advancement of expenses
              provided by, or granted pursuant to, the other paragraphs of this
              Section 10.4(a) shall not be deemed exclusive of any other rights
              to which those seeking indemnification and advancement of expenses
              may be entitled under any agreement, vote of stockholders or
              disinterested directors of the Sponsor or Capital Security

                                       50
<PAGE>

              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 10.4(a) shall be deemed to be provided by a contract
              between the Sponsor and each Company Indemnified Person who serves
              in such capacity at any time while this Section 10.4(a) is in
              effect. Any repeal or modification of this Section 10.4(a) shall
              not affect any rights or obligations then existing.

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

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

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

              (b)  The Sponsor agrees to indemnify the (i) Property Trustee,
(ii) the Delaware Trustee, (iii) any Affiliate of the Property Trustee or the
Delaware Trustee, and (iv) any officers, directors, shareholders, members,
partners, employees, representatives, custodians, nominees or agents of the
Property Trustee or the Delaware Trustee (each of the Persons in (i) through
(iv), including the Property Trustee and the Delaware Trustee in their
respective individual capacities, being referred to as a "Fiduciary Indemnified
Person") for, and to hold each Fiduciary Indemnified Person harmless against,
any and all loss, liability, damage, action, suit, claim or expense including
taxes (other than taxes based on the income of such Fiduciary Indemnified
Person) of any kind and nature whatsoever incurred without negligence (or gross
negligence on the part of the Delaware Trustee) or bad faith on the part of such
Fiduciary Indemnified Person, arising out of or in connection with the
acceptance or administration of the trust or trusts hereunder, including the
costs and expenses (including reasonable legal fees and expenses) of defending
against or investigating any claim or liability in connection with the exercise
or performance of any of the powers or duties of such Fiduciary Indemnified
Person

                                       51
<PAGE>

hereunder. The obligation to indemnify as set forth in this Section 10.4(b)
shall survive the resignation or removal of the Property Trustee or the Delaware
Trustee and the satisfaction and discharge of this Declaration.

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

SECTION 10.5   Outside Businesses.
               ------------------

               Any Covered Person, the Sponsor, the Delaware Trustee and the
Property Trustee (subject to Section 5.3(c)) may engage in or possess an
interest in other business ventures of any nature or description, independently
or with others, similar or dissimilar to the business of the Trust, and the
Trust and the Holders shall have no rights by virtue of this Declaration in and
to such independent ventures or the income or profits derived therefrom, and the
pursuit of any such venture, even if competitive with the business of the Trust,
shall not be deemed wrongful or improper. No Covered Person, the Sponsor, the
Delaware Trustee, or the Property Trustee shall be obligated to present any
particular investment or other opportunity to the Trust even if such opportunity
is of a character that, if presented to the Trust, could be taken by the Trust,
and any Covered Person, the Sponsor, the Delaware Trustee and the Property
Trustee shall have the right to take for its own account (individually or as a
partner or fiduciary) or to recommend to others any such particular investment
or other opportunity. Any Covered Person, the Delaware Trustee and the Property
Trustee may engage or be interested in any financial or other transaction with
the Sponsor or any Affiliate of the Sponsor, or may act as depositary for,
trustee or agent for, or act on any committee or body of holders of, securities
or other obligations of the Sponsor or its Affiliates.

                                  ARTICLE XI
                                  ACCOUNTING

SECTION 11.1   Fiscal Year.
               -----------

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

SECTION 11.2   Certain Accounting Matters.
               --------------------------

               (a)  At all times during the existence of the Trust, the
Administrative Trustees shall keep, or cause to be kept, full books of account,
records and supporting documents, which shall reflect in reasonable detail each
transaction of the Trust. The books of

                                       52
<PAGE>

account shall be maintained on the accrual method of accounting, in accordance
with generally accepted accounting principles, consistently applied. The Trust
shall use the accrual method of accounting for United States federal income tax
purposes. The books of account and the records of the Trust shall be examined by
and reported upon as of the end of each Fiscal Year of the Trust by a firm of
independent certified public accountants selected by the Administrative
Trustees.

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

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

SECTION 11.3   Banking.
               -------

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

SECTION 11.4   Withholding.
               -----------

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

                                       53
<PAGE>

Distributions made, the Trust may reduce subsequent Distributions by the amount
of such withholding.

                                  ARTICLE XII
                            AMENDMENTS AND MEETINGS

SECTION 12.1  Amendments.
              ----------

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

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

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

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

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

                   (i)   unless, in the case of any proposed amendment, the
              Property Trustee shall have first received an Officers'
              Certificate from each of the Trust and the Sponsor that such
              amendment is permitted by, and conforms to, the terms of this
              Declaration (including the terms of the Securities);

                   (ii)  unless, in the case of any proposed amendment which
              affects the rights, powers, duties, obligations or immunities of
              the Property Trustee, the Property 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) and that all conditions precedent to
                   the execution and delivery of such amendment have been
                   satisfied;

provided, however, that the Property Trustee shall not be required to sign any
--------  -------
such amendment; and

                                       54
<PAGE>

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

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

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

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

              (c)  At such time after the Trust has issued any Securities that
remain outstanding, the Declaration may also be amended by the Trustees and the
Sponsor with (i) the consent of Holders representing a Majority in Liquidation
Amount of all outstanding Securities, and (ii) receipt by the Trustees of an
Opinion of Counsel to the effect that such amendment or the exercise of any
power granted to the Trustees in accordance with such amendment will not affect
the Trust's status as a grantor trust for United States federal income tax
purposes or the Trust's exemption from status as an Investment Company under the
Investment Company Act; provided, however, that, without the consent of each
                        --------  -------
Holder of Trust Securities affected thereby, the Declaration may not be amended
to (i) change the amount or timing of any Distribution on, or the payment
required to be made in respect of, the Trust Securities as of a specified date
or (ii) restrict the right of a Holder of Trust Securities to institute suit for
the enforcement of any such payment on or after such date;

              (d) Section 10.1(c) and this Section 12.1 shall not be amended
without the consent of all of the Holders;

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

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

              (g)  Notwithstanding Section 12.1(c), this Declaration may be
amended without the consent of the Holders to:

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

                   (ii)  to modify, eliminate or add to any provisions of the
              Declaration to such extent as shall be necessary to ensure that
              the Trust will be classified for United States federal income tax
              purposes as a grantor trust at all times

                                       55
<PAGE>

              that any Securities are outstanding or to ensure that the Trust
              will not be required to register as an Investment Company under
              the Investment Company Act;

provided, however, that in each clause above, such action shall not adversely
--------  -------
affect in any material respect the interests of the Holders, and any such
amendments of this Declaration shall become effective when notice thereof is
given to the Holders.

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

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

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

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

                                       56
<PAGE>

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

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

                   (iv)  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 or trading, otherwise provides, the Administrative
              Trustees, in their sole discretion, shall establish all other
              provisions relating to meetings of Holders, including notice of
              the time, place or purpose of any meeting at which any matter is
              to be voted on by any Holders, waiver of any such notice, action
              by consent without a meeting, the establishment of a record date,
              quorum requirements, voting in person or by proxy or any other
              matter with respect to the exercise of any such right to vote.

                                 ARTICLE XIII
                      REPRESENTATIONS OF PROPERTY TRUSTEE
                              AND DELAWARE TRUSTEE

SECTION 13.1   Representations and Warranties of Property Trustee.
               --------------------------------------------------

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

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

              (b)  the execution, delivery and performance by the Property
Trustee of this Declaration has been duly authorized by all necessary corporate
action on the part of the

                                       57
<PAGE>

Property Trustee; and this Declaration has been duly executed and delivered by
the Property Trustee and under Delaware law (excluding any securities laws)
constitutes a legal, valid and binding obligation of the Property Trustee,
enforceable against it in accordance with its terms, subject to applicable
bankruptcy, reorganization, moratorium, insolvency, and other similar laws
affecting creditors' rights generally and to general principles of equity and
the discretion of the court (regardless of whether the enforcement of such
remedies is considered in a proceeding in equity or at law);

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

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

              (e)  the Property Trustee satisfies the requirements set forth in
Section 5.3(a).

SECTION 13.2  Representations and Warranties of Delaware Trustee.
              --------------------------------------------------

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

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

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

              (c)  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; and

                                       58
<PAGE>

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

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

                                  ARTICLE XIV
                                 MISCELLANEOUS

SECTION 14.1  Notices.
              -------

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

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

              GBB Capital V
              c/o Greater Bay Bancorp
              2860 West Bayshore Road
              Palo Alto, California 94303
              Attention: Steven C. Smith
              Telephone: (650) 813-8200
              Telecopier: (650) 494-9193

              (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):

              Wilmington Trust Company
              Rodney Square North
              1100 North Market Street
              Wilmington, Delaware 19890-0001
              Attention:  Corporate Trust Administration
              Telephone:  (302) 651-1000
              Telecopier:  (302) 651-8882

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

              Wilmington Trust Company

                                       59
<PAGE>

              Rodney Square North
              1100 North Market Street
              Wilmington, Delaware 19890-0001
              Attention:  Corporate Trust Administration
              Telephone:  (302) 651-1000
              Telecopier:  (302) 651-8882

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

              GREATER BAY BANCORP
              2860 West Bayshore Road
              Palo Alto, California 94303
              Attention:  Steven C. Smith
              Telephone: (650) 813-8200
              Telecopier: (650) 494-9193

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

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

SECTION 14.2  Governing Law.
              -------------

              This Declaration and the rights of the parties hereunder shall be
governed by and construed in accordance with the laws of the State of Delaware
without regard to conflict of laws principles thereof.

SECTION 14.3  Intention of the Parties.
              ------------------------

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

SECTION 14.4  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.

                                       60
<PAGE>

SECTION 14.5  Successors and Assigns.
              ----------------------

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

SECTION 14.6  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 14.7  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 to one or more 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.

                                       61
<PAGE>

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


                              ------------------------------------
                              Steven C. Smith
                              as Administrative Trustee


                              ------------------------------------
                              Shawn E. Saunders
                              as Administrative Trustee


                              ------------------------------------
                              Christopher Plummer
                              as Administrative Trustee


                              WILMINGTON TRUST COMPANY,
                              as Delaware Trustee

                              By:
                                 ----------------------------------
                                  Name:
                                  Title:


                              WILMINGTON TRUST COMPANY,
                              as Property Trustee

                              By:
                                 ----------------------------------
                                  Name:
                                  Title:


                              GREATER BAY BANCORP,
                              as Sponsor and Debenture Issuer

                              By:
                                 ----------------------------------
                                  Name:  Shawn E. Saunders
                                  Title:  Senior Vice President,
                                          Finance and Accounting

                                       62
<PAGE>

                                    ANNEX I

                                    TERMS OF
                           _____% CAPITAL SECURITIES,
                           ______% COMMON SECURITIES

          Pursuant to Section 7.1 of the Amended and Restated Declaration, dated
as of June __, 2001 (as amended from time to time, the "Declaration"), the
designation, rights, privileges, restrictions, preferences and other terms and
provisions of the Securities are set out below (each capitalized term used but
not defined herein has the meaning set forth in the Declaration, the Indenture
or, if not defined in such Declaration or Indenture, as defined in the Offering
Memorandum referred to below in Section 2(c) of this Annex I):

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

     (a) Capital Securities.  ______% Capital Securities of the Trust, with an
         ------------------
aggregate liquidation amount with respect to the assets of the Trust of
_______________ Dollars ($________) and with a liquidation amount with respect
to the assets of the Trust of Twenty-Five Dollars ($25) (the "Liquidation
Amount") per security, are hereby designated for the purposes of identification
only as "_____% Capital Securities" (the "Capital Securities").  The
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 exchange or quotation system on or in which
the Capital Securities are listed, traded or quoted.

     (b) Common Securities.  ______ Common Securities of the Trust with an
         -----------------
aggregate liquidation amount with respect to the assets of the Trust of
__________________ Dollars ($_______) and a liquidation amount with respect to
the assets of the Trust of $25.00 per security, are hereby designated for the
purposes of identification only as "_____% Common Securities" (the "Common
Securities").  The certificates evidencing the Common Securities shall be
substantially in the form of Exhibit A-2 to the Declaration, with such changes
and additions thereto or deletions therefrom as may be required by ordinary
usage, custom or practice.

     2.  Distributions.
         -------------

     (a) Distributions on each Security will be payable at a fixed rate per
annum of _____%  (the "Coupon Rate") of the liquidation amount of $25.00 per
Security, such rate being the rate of interest payable on the Debentures to be
held by the Property Trustee.  Interest on Debentures in arrears for more than
one quarterly period will accrue additional interest thereon compounded
quarterly at the Coupon Rate (to the extent permitted by applicable law) and as
a result, Distributions in arrears will accumulate additional Distributions. The
term "Distributions" as used herein, includes distributions of any and all such
interest payable unless otherwise stated.  A Distribution is payable only to the
extent that payments are made with respect to the Debentures held by the
Property Trustee and to the extent the Property Trustee has funds legally
available therefor.

     (b) As an undivided ownership interest in the Debentures, Distributions on
the Securities will be cumulative, will accumulate from the most recent date to
which Distributions

                                      I-1
<PAGE>

have been paid or, if no Distributions have been paid, from June __, 2001 and
will be payable quarterly in arrears on March 15th, June 15th, September 15th
and December 15th of each year, commencing September 15, 2001 (each, a
"Distribution Date"), except as otherwise described below. Distributions will be
computed on the basis of a 360-day year comprised of twelve 30 day months.
Distributions payable for any period shorter than a full quarterly period will
be computed on the basis of a 30-day month and, for periods of less than a
month, the actual number of days elapsed per 30-day month. As long as no Event
of Default has occurred and is continuing under the Indenture, the Debenture
Issuer has the right under the Indenture to defer payments of interest by
extending the interest payment period at any time and from time to time on the
Debentures for a period not exceeding 20 consecutive quarterly periods,
including the first such quarterly period during such period (each an "Extension
Period"), during which Extension Period no interest shall be due and payable on
the Debentures, provided that no Extension Period shall end on a date other than
                -------- ----
an Interest Payment Date for the Debentures or extend beyond the Maturity Date
of the Debentures. As a consequence of such deferral, interest in the Debentures
will continue to accrue, and, as a result, Distributions will also be deferred.
Notwithstanding such deferral, interest on the Debentures will continue to
accrue, and, as a result, Distributions will continue to accumulate with
additional Distributions thereon (to the extent permitted by applicable law but
not at a rate greater than the rate at which interest is then accruing on the
Debentures) at the Coupon Rate compounded quarterly during any such Extension
Period. Prior to the termination of any such Extension Period, the Debenture
Issuer may further defer payments of interest by further extending such
Extension Period, provided that such extension does not cause such Extension
                  -------- ----
Period, together with all such previous and further extensions within such
Extension Period, to exceed 20 consecutive quarterly periods, including the
first quarterly period during such Extension Period, end on a date other than an
Interest Payment Date for the Debentures or extend beyond the Maturity Date of
the Debentures. Upon the termination of any Extension Period and the payment of
all amounts then due, the Debenture Issuer may commence a new Extension Period,
subject to the above requirements.

     (c) Distributions on the Securities will be payable to the Holders thereof
as they appear on the books and records of the Trust on the close of business on
the 1st day of the month in which the relevant Distribution Date occurs, which
Distribution Dates correspond to the Interest Payment Dates for the Debentures.
Subject to any applicable laws and regulations and the provisions of the
Declaration, each such payment with respect to the Capital Securities will be
made as described under the heading "Book-Entry Issuance-Payment and Paying
Agency" in the Prospectus contained as part of the Registration Statement of the
Debenture Issuer and the Trust relating to the Securities and the Debentures.
The relevant record dates for the Common Securities shall be the same as the
record dates for the Capital Securities.  Distributions payable on any
Securities that are not punctually paid on any Distribution Date, as a result of
the Debenture Issuer having failed to make a payment under the Debentures, will
cease to be payable to the Holder 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
Distributions payable on such date will be made on the next succeeding day that
is a Business Day (and without any interest or other payment in respect of any
such delay) with the same force and effect as if made on such date.

                                      I-2
<PAGE>

     (d) 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.

     3.  Liquidation Distribution Upon Dissolution.
         -----------------------------------------

          In the event of any dissolution of the Trust, the Trust shall be
liquidated by the Administrative Trustees as expeditiously as the Administrative
Trustees determine to be possible by distributing to the Holders, after
satisfaction of liabilities to creditors of the Trust as provided by applicable
law, a Like Amount (as defined below) of the Debentures, unless such
distribution is determined by the Property Trustee not to be practicable, in
which event such Holders will be entitled to receive out of the assets of the
Trust legally available for distribution to Holders, after satisfaction of
liabilities to creditors of the Trust as provided by applicable law, an amount
equal to the aggregate of the liquidation amount of $25.00 per Security plus
accumulated and unpaid Distributions thereon to the date of payment (such amount
being the "Liquidation Distribution").

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

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

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

     (a) Upon the repayment of the Debentures in whole or in part, at maturity
or otherwise (either at the option of the Debenture Issuer or pursuant to a
Special Event, as described below), the proceeds from such repayment shall be
simultaneously applied by the Property Trustee (subject to the Property Trustee
having received written notice no later than 45 days prior to such repayment),
pro rata, to redeem a Like Amount of the Securities at a redemption price equal
to (i) in the case of the repayment of the Debentures on the Maturity Date, the
Maturity Redemption Price (as defined below), (ii) in the case of the optional
prepayment of the Debentures prior to the Initial Optional Redemption Date and
upon the occurrence and continuation of a Special Event, the Special Event
Redemption Price (as defined below) and (iii) in the case of the optional
prepayment of the Debentures on or after the Initial Optional Redemption Date,
the Optional Redemption Price (as defined below).  The Maturity Redemption
Price, the Special Event Redemption Price and the Optional Redemption Price are
referred to collectively as the "Redemption Price."  Holders will be given not
less than 30 nor more than 60 days prior written notice of such redemption.

     (b)  (i)  The "Maturity Redemption Price" shall mean an amount equal to
100% of the Liquidation Amount of, plus accumulated and unpaid Distributions on,
the Securities as of the Maturity Date thereof.

                                      I-3
<PAGE>

          (ii) The Debenture Issuer shall have the right (subject to the
conditions in the Indenture) to elect to prepay the Debentures, in whole or in
part, at any time on or after [______, 2006] (the "Initial Optional Redemption
Date"), and, simultaneous with such prepayment, to cause a Like Amount of the
Securities to be redeemed by the Trust at the Optional Redemption Price on a Pro
Rata basis.  "Optional Redemption Price" shall mean an amount equal to 100% of
the Liquidation Amount of the Securities to be redeemed plus accumulated and
unpaid Distributions thereon, if any, to the date of such redemption:

     (c) If at any time an Investment Company Event, a Regulatory Capital Event
or a Tax Event (each as defined below, and each a "Special Event") occurs, the
Debenture Issuer shall have the right (subject to the conditions set forth in
the Indenture) at any time prior to the Initial Optional Redemption Date, to
prepay the Debentures in whole, but not in part, within the 90 days following
the occurrence of such Special Event (the "90 Day Period"), and, simultaneous
with such prepayment, to cause a Like Amount of the Securities to be redeemed by
the Trust at the Special Event Redemption Price on a Pro Rata basis.

          "Investment Company Event" shall mean the receipt by the Debenture
Issuer and the Trust of an opinion of independent securities counsel experienced
in such matters to the effect that as a result of (a) any amendment to, or
change (including any announced prospective change) in, the laws or any
regulations thereunder of the United States or any rules, guidelines or policies
of any applicable regulatory authority for the Debenture Issuer or (b) any
official administrative pronouncement or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective or
which pronouncement or decision is announced on or after the date of original
issuance of the Securities, 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.

          "Regulatory Capital Event" shall mean the receipt by the Debenture
Issuer and the Trust of an opinion of independent bank regulatory counsel
experienced in such matters to the effect that as a result of (a) any amendment
to, or change (including any announced prospective change) in, the laws or any
regulations thereunder of the United States or any rules, guidelines or policies
of an applicable regulatory authority for the Debenture Issuer or (b) any
official administrative pronouncement or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective or
which pronouncement or decision is announced on or after  the date of original
issuance of the Securities, the Capital Securities do not constitute, or within
90 days of the date of such opinion will not constitute, Tier 1 Capital (or its
then equivalent if the Sponsor were subject to such capital requirement) for
purposes of capital adequacy guidelines of the Federal Reserve Board (or any
successor regulatory authority with jurisdiction over bank holding companies),
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
Regulatory Capital Event.

          "Special Event Redemption Price" shall mean, with respect to any
redemption of the Securities following a Special Event, an amount in cash equal
to 100% of the liquidation amount of the Securities plus any accumulated and
unpaid Distributions thereon to the date of such redemption.

                                      I-4
<PAGE>

          A "Tax Event" shall occur upon receipt by the Debenture Issuer and the
Trust of an opinion of independent tax counsel experienced in such matters to
the effect that, as a result of (a) any amendment to, or change (including any
announced prospective change) in, the laws or any regulations thereunder of the
United States or any political subdivision or taxing authority thereof or
therein, or (b) any official administrative pronouncement or judicial decision
interpreting or applying such laws or regulations, which amendment or change is
effective or which pronouncement or decision is announced on or after  the date
of original issuance of the Securities, 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) the 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 federal income
tax purposes, or (iii) the Trust is, or will be within 90 days of the date of
such opinion, subject to more than a de minimis amount of other taxes, duties or
other governmental charges.

     (d) In the case of an optional redemption, if fewer than all the
outstanding Securities are to be so redeemed, the Common Securities and the
Capital Securities shall be redeemed Pro Rata and the Capital Securities to be
redeemed will be determined as described in Section 4(g)(ii) below.  Upon the
entry of an order for the dissolution of the Trust by a court of competent
jurisdiction, the Debentures thereafter will be subject to optional redemption,
in whole, but not in part, on or after the Initial Optional Redemption Date.

     (e) On and from the date fixed by the Administrative Trustees for any
distribution of Debentures and liquidation of the Trust: (i) the Securities will
no longer be deemed to be outstanding, (ii) the Clearing Agency or its nominee
(or any successor Clearing Agency or its nominee), as the Holder of the Capital
Securities, will receive a registered global certificate or certificates
representing the Debentures to be delivered upon such distribution, and (iii)
any certificates representing Securities not held by the Clearing Agency or its
nominee (or any successor Clearing Agency or its nominee) will be deemed to
represent a Like Amount of Debentures until such certificates are presented to
the Debenture Issuer or its agent for transfer or reissue.

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

     (g) The procedure with respect to redemptions or distributions of
Securities shall be as follows:

          (i) Notice of any redemption of, or notice of distribution of
     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(g)(i), a
     Redemption/Distribution Notice shall be deemed to be given on the day such
     notice is first mailed by first-class mail, postage prepaid, to Holders.
     Each

                                      I-5
<PAGE>

     Redemption/Distribution Notice shall be addressed to the Holders at the
     address of each such Holder appearing in the books and records of the
     Trust. No defect in the Redemption/Distribution Notice or in the mailing of
     either thereof with respect to any Holder shall affect the validity of the
     redemption or exchange proceedings with respect to any other Holder.

          (ii) In the event that fewer than all the outstanding Securities are
     to be redeemed, the particular Securities to be redeemed shall be selected
     on a Pro Rata basis (based upon Liquidation Amounts) not more than 60 nor
     less than 30 days prior to the date fixed for redemption from the
     outstanding Securities not previously called for redemption.  With respect
     to Capital Securities registered in the name of and held of record by the
     Clearing Agency or its nominee (or any successor Clearing Agency or its
     nominee) or any nominee, the distribution of the proceeds of such
     redemption will be made to the Clearing Agency and disbursed by such
     Clearing Agency in accordance with the procedures applied by such agency or
     nominee.

          (iii)  If Securities are to be redeemed and the Trust gives a
     Redemption/ Distribution Notice (which notice will be irrevocable), then
     (A) with respect to Capital Securities issued in book-entry form, by 12:00
     noon, New York City time, on the redemption date, provided that the
                                                       -------- ----
     Debenture Issuer has paid the Property Trustee a sufficient amount of cash
     in connection with the related redemption or maturity of the Debentures by
     10:00 a.m., New York City time, on the Maturity Date or the date of
     redemption, as the case requires, the Property Trustee will deposit
     irrevocably with the Clearing Agency or its nominee (or successor Clearing
     Agency or its nominee) immediately available funds sufficient to pay the
     applicable Redemption Price with respect to such Capital Securities and
     will give the Clearing Agency irrevocable instructions and authority to pay
     the Redemption Price to the relevant Clearing Agency Participants, and (B)
     with respect to Capital Securities issued in certificated form and Common
     Securities, provided that the Debenture Issuer has paid the Property
                 -------- ----
     Trustee a sufficient amount of cash in connection with the related
     redemption or maturity of the Debentures, the Property Trustee will
     irrevocably deposit with the paying agent for the Capital Securities (if
     other than the Property Trustee) funds sufficient to pay the applicable
     Redemption Price to the Holders by check mailed to the address of the
     relevant Holder appearing on the books and records of the Trust on the
     redemption date, and provided further, that any such payment shall become
                          ----------------
     due only upon surrender by the Holder of the related certificated Capital
     Securities.  If a Redemption/ Distribution Notice shall have been given and
     funds deposited as required, if applicable, then immediately prior to the
     close of business on the date of such deposit, or on the redemption date,
     as applicable, Distributions will cease to accumulate on the Securities so
     called for redemption and all rights of Holders so called for redemption
     will cease, except the right of the Holders of such Securities to receive
     the Redemption Price, but without interest on such Redemption Price, and
     such Securities shall cease to be outstanding.

          (iv) Payment of accumulated and unpaid Distributions on the Redemption
     Date of the Securities will be subject to the rights of Holders at the
     close of business on a regular record date in respect of a Distribution
     Date occurring on or prior to such Redemption Date.

                                      I-6
<PAGE>

     Neither the Administrative Trustees nor the Trust shall be required to
register or cause to be registered the transfer of (i) any Securities beginning
at the opening of business 15 days before the day of mailing of a notice of
redemption or any notice of selection of Securities for redemption or (ii) any
Securities selected for redemption, except the unredeemed portion of any
Security being redeemed.  If any date fixed for redemption of Securities is not
a Business Day, then payment of the Redemption Price payable on such date will
be made on the next succeeding day that is a Business Day (and without any
interest or other payment in respect of any such delay).  If payment of the
Redemption Price with respect to any Securities is improperly withheld or
refused and not paid either by the Property Trustee or by the Sponsor as
guarantor pursuant to the relevant Securities Guarantee, Distributions on such
Securities will continue to accumulate from the original redemption date to the
actual date of payment, in which case the actual payment date will be considered
the date fixed for redemption for purposes of calculating the Redemption Price.

          (v) Redemption/Distribution Notices shall be sent by the Property
     Trustee on behalf of the Trust to (A) with respect to Capital Securities
     issued in book-entry form, the Clearing Agency or its nominee (or any
     successor Clearing Agency or its nominee), (B) with respect to Capital
     Securities issued in certificated form, to the Holders thereof, and (C)
     with respect to the Common Securities, to the Holders thereof.

          (vi) Subject to the foregoing and applicable law (including, without
     limitation, United States federal securities laws and banking laws), 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), 6(b) and 7 and as otherwise
required by law and the Declaration, the Holders of the Capital Securities will
have no voting rights.

     (b) So long as any Debentures are held by the Property Trustee, the
Trustees shall not (i) direct the time, method and place of conducting any
proceeding for any remedy available to the Debenture Trustee or executing any
trust or power conferred on such Debenture Trustee with respect to the
Debentures, (ii) waive any past default that is waivable under Section 5.07 of
the Indenture, (iii) exercise any right to rescind or annul a declaration of
acceleration of the maturity of the principal of the Debentures or (iv) consent
to any amendment, modification or termination of the Indenture or the
Debentures, where such consent shall be required, without, in each case,
obtaining the prior approval of the Holders of a Majority in Liquidation Amount
of all outstanding Capital Securities; provided, however, that where a consent
                                       --------  -------
under the Indenture would require the consent of each holder of Debentures
affected thereby, no such consent shall be given by the Property Trustee without
the prior approval of each Holder of the Capital Securities; provided further,
                                                             -------- -------
where a consent under the Indenture would require the consent of Holders of a
majority of the aggregate principal amount of Debentures affected thereby, only
the Holders of the percentage of aggregate stated liquidation amount of the
Capital Securities which is at least equal to the percentage required under the
Indenture may direct the Property Trustee to give such consent; provided,
further that if a Debenture Event of Default has occurred and is continuing,
then Holders of 25% of the aggregate liquidation amount of the Capital
Securities may direct the Property Trustee to declare the principal of and
interest or other required

                                      I-7
<PAGE>

payments on the Debentures due and payable. The Trustees shall not revoke any
action previously authorized or approved by a vote of the Holders of the Capital
Securities except by subsequent vote of such Holders. The Property Trustee shall
notify each Holder of Capital Securities of any notice of default with respect
to the Debentures. In addition to obtaining the foregoing approvals of such
Holders of the Capital Securities, prior to taking any of the foregoing actions,
the Trustees shall obtain an opinion of counsel experienced in such matters to
the effect that the Trust will continue to be classified as a grantor trust for
United States federal income tax purposes after taking any such action into
account.

          If an Event of Default under the Declaration has occurred and is
continuing and such event is attributable to the failure of the Debenture Issuer
to pay principal of or interest or other required payments on the Debentures on
the due date (or, in the case of redemption, on the redemption date), then a
Holder of Capital Securities may institute a proceeding directly against the
Debenture Issuer for enforcement of payment to such Holder of the principal of
or interest on a Like Amount of Debentures (a "Direct Action") on or after the
respective due date specified in the Debentures.  In connection with such Direct
Action, the Common Securities Holder will be subrogated to the rights of such
Holder of Capital Securities to the extent of any payment made by the Debenture
Issuer to such Holder of Capital Securities in such Direct Action.  Except as
provided in the second preceding sentence, or except as set forth in Section
3.8(e) of the Declaration, the Holders of Capital Securities will not be able to
exercise directly any other remedy available to the holders of the Debentures.

          Any approval or direction of Holders of Capital Securities may be
given at a separate meeting of Holders of Capital Securities convened for such
purpose, at a meeting of all of the Holders of Securities in the Trust or
pursuant to written consent.  The Property Trustee will cause a notice of any
meeting at which Holders of Capital Securities are entitled to vote to be mailed
to each Holder of record of Capital 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 consent.

          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 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 be entitled to vote or consent and shall, for purposes of such vote or
consent, be treated as if they were not outstanding.

     6.  Voting Rights - Common Securities.
         ---------------------------------

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

     (b) Unless a Debenture Event of Default shall have occurred and be
continuing, any Trustee may be removed at any time by the Holder of the Common
Securities.  If a Debenture

                                      I-8
<PAGE>

Event of Default has occurred and is continuing, the Property Trustee and the
Delaware Trustee may be removed at such time only by the Holders of a Majority
in Liquidation Amount of the outstanding Capital Securities. In no event will
the Holders of the Capital Securities have the right to vote to appoint, remove
or replace the Administrative Trustees, which voting rights are vested
exclusively in the Sponsor as the Holder of the Common Securities. No
resignation or removal of a Trustee and no appointment of a successor trustee
shall be effective until the acceptance of appointment by the successor trustee
in accordance with the provisions of the Declaration.

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

          If an Event of Default under the Declaration has occurred and is
continuing and such event is attributable to the failure of the Debenture Issuer
to pay principal of or interest on the Debentures on the due date (or in the
case of redemption, on the redemption date), then a Holder of Common Securities
may institute a Direct Action directly against the Debenture Issuer for
enforcement of payment to such Holder of the principal of or interest on a Like
Amount of Debentures on or after the respective due date specified in the
Debentures.  In connection with such Direct Action, the rights of the Common
Securities Holder will be subordinated to the rights of Holders of Capital
Securities in respect of any payment from the Debenture Issuer in such Direct
Action.  Except as provided in the second preceding sentence, the Holders of
Common Securities will not be able to exercise directly any other remedy
available to the holders of the Debentures.

          Any approval or direction of Holders of Common Securities may be given
at a separate meeting of Holders of Common Securities convened for such purpose,
at a meeting of all of the Holders of Securities in the Trust or pursuant to
written consent.  The Administrative Trustees will cause a notice of any meeting
at which Holders of Common Securities are entitled to vote, or of any matter
upon which action by written consent of such Holders is to be taken, to be
mailed to each Holder of record of 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.  Pro Rata.
         --------

          A reference in these terms of the Securities to any payment,
distribution or treatment as being "Pro Rata" shall mean pro rata to each Holder
                                                         --------
according to the aggregate liquidation amount of the Securities held by such
Holder in relation to the aggregate liquidation amount of all Securities
outstanding unless, in relation to a payment, an Event of Default under

                                      I-9
<PAGE>

the Declaration 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 Capital
           --------
Securities held by such Holder relative to the aggregate liquidation amount of
all Capital Securities outstanding and then, only after satisfaction of all
amounts owed to the Holders of the Capital Securities, to each Holder of Common
Securities pro rata according to the aggregate liquidation amount of Common
Securities held by such Holder relative to the aggregate liquidation amount of
all Common Securities outstanding.

     8.  Ranking.
         -------

          The Capital Securities rank pari passu with the Common Securities and
                                      ---- -----
payment thereon shall be made Pro Rata with the Common Securities, except that,
if an Event of Default under the Declaration occurs and is continuing, no
payments in respect of Distributions on, or payments upon liquidation,
redemption or otherwise with respect to, the Common Securities shall be made
until the Holders of the Capital Securities shall be paid in full the
Distributions, Redemption Price, Liquidation Distribution and any other payments
to which they are entitled at such time.

     9.   Acceptance of Capital Securities Guarantee, Common Securities
          -------------------------------------------------------------
          Guarantee.  Indenture and Debentures.
          ------------------------------------

          Each Holder of Capital Securities and Common Securities, by the
acceptance thereof, agrees to the provisions of the Capital Securities
Guarantee, the Common Securities Guarantee, the Indenture and the Debentures, as
applicable, including the subordination provisions therein.

     10.  No Preemptive Rights.
          --------------------

          Neither the issuance of Capital Securities, nor the issuance of Common
Securities is subject to preemptive or other similar rights.  The Holders shall
have no preemptive or similar rights to subscribe for any additional securities.

     11.  Miscellaneous.
          -------------

          These terms constitute a part of the Declaration.

          The Sponsor will provide a copy of the Declaration, the Capital
Securities Guarantee or the Common Securities Guarantee, as applicable, and the
Indenture (including any supplemental indenture) to a Holder without charge upon
written request to the Trust at its principal place of business.

                                      I-10
<PAGE>

                                  EXHIBIT A-1

                     FORM OF CAPITAL SECURITY CERTIFICATE

                          [FORM OF FACE OF SECURITY]

          [IF THIS CAPITAL SECURITY IS A GLOBAL CAPITAL SECURITY, INSERT:  THIS
CAPITAL SECURITY IS A GLOBAL CAPITAL SECURITY WITHIN THE MEANING OF THE
DECLARATION HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITORY TRUST COMPANY (THE "CLEARING AGENCY") OR A NOMINEE OF THE CLEARING
AGENCY.  THIS CAPITAL SECURITY IS EXCHANGEABLE FOR CAPITAL SECURITIES REGISTERED
IN THE NAME OF A PERSON OTHER THAN THE CLEARING AGENCY OR ITS NOMINEE ONLY IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE DECLARATION AND NO TRANSFER OF THIS
CAPITAL SECURITY (OTHER THAN A TRANSFER OF THIS CAPITAL SECURITY AS A WHOLE BY
THE CLEARING AGENCY TO A NOMINEE OF THE CLEARING AGENCY OR BY A NOMINEE OF THE
CLEARING AGENCY TO THE CLEARING AGENCY OR ANOTHER NOMINEE OF THE CLEARING
AGENCY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

          UNLESS THIS CAPITAL SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE CLEARING AGENCY TO THE TRUST OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CAPITAL SECURITY ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO.  OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE CLEARING AGENCY AND ANY PAYMENT HEREON IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]

                                      A1-1
<PAGE>

Certificate Number: [________]    Aggregate Liquidation Amount: $_____________
CUSIP Number: [______]

                   Certificate Evidencing Capital Securities

                                       of

                                 GBB Capital V

                       _____% Trust Preferred Securities
                (liquidation amount $25.00 per Capital Security)

          Fully and Unconditionally Guaranteed by Greater Bay Bancorp

          GBB Capital V, 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 $_________________  in aggregate
liquidation amount of Capital Securities of the Trust [_______ is the registered
owner of the aggregate liquidation amount of Capital Securities of the Trust
specified in Schedule A hereto] representing undivided preferred beneficial
interests in the assets of the Trust designated the ____% Trust Preferred
Securities, (liquidation amount $25.00 per Capital Security) (the "Capital
Securities").  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 and shall in all respects
be subject to the provisions of the Amended and Restated Declaration of Trust,
dated as of June __, 2001, as the same may be amended from time to time (the
"Declaration"), including the designation of the terms of the Capital Securities
as set forth in Annex I to the Declaration.  Capitalized terms used but not
defined herein shall have the meaning given them in the Declaration.  The
Sponsor will provide a copy of the Declaration, the Capital Securities Guarantee
and the Indenture (including any supplemental indenture) to a Holder without
charge upon written request to the Trust at its principal place of business.

          Upon receipt of this Certificate, the Holder is bound by the
Declaration and is entitled to the benefits thereunder and to the benefits of
the Capital Securities Guarantee to the extent provided therein.

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

                                      A1-2
<PAGE>

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

                              GBB CAPITAL V

                              By:_______________________________
                                 Steven C. Smith
                                 Administrative Trustee

                                      A1-3
<PAGE>

                PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

     This is one of the _____% Trust Preferred Securities of GBB Capital V
referred to in the within-mentioned Declaration.

Dated: ___________,_____

                              WILMINGTON TRUST COMPANY,
                              not in its individual capacity but solely
                              as Property Trustee

                              By:__________________________________
                                 Authorized Signatory

                                      A1-4
<PAGE>

                         [FORM OF REVERSE OF SECURITY]

          As an undivided beneficial interest in the Debentures, each Capital
Security will be paid Distributions at a fixed rate per annum of ____% (the
"Coupon Rate") of the liquidation amount of $25.00 per Capital Security, such
rate being the rate of interest payable on the Debentures to be held by the
Property Trustee.  Interest on the Debentures, and, as a result, Distributions,
in arrears for more than one quarterly period will bear interest thereon
compounded quarterly at the Coupon Rate (to the extent permitted by applicable
law). The term "Distributions," as used herein, includes such cash distributions
and any and all such interest payable unless otherwise stated.  A Distribution
is payable only to the extent that payments are made in respect of the
Debentures held by the Property Trustee and to the extent the Property Trustee
has funds legally available therefor.

          Interest on the Debentures will be cumulative, will accumulate from
the most recent date to which Distributions have been paid or, or if no
Distributions have been paid, from June __, 2001 and will be payable quarterly
in arrears on March 15th, June 15th, September 15th and December 15th of each
year, commencing September 15, 2001, except as otherwise described below.  As a
result, Distributions on the Capital Securities will be cumulative, will
accumulate from the most recent date to which Distributions have been paid or,
if no Distributions have been paid, from June __, 2001 and will be payable
quarterly in arrears, on March 15th, June 15th, September 15th and December 15th
of each year, commencing September 15, 2001, except as otherwise described
below.  Distributions will be computed on the basis of a 360-day year of twelve
30-day months.  Interest, and, as a result, Distributions payable for any period
shorter than a full quarterly period will be computed on the basis of a 30-day
month and, for periods of less than a month, the actual number of days elapsed
per 30-day month.  As long as no Event of Default has occurred and is continuing
under the Indenture, the Debenture Issuer has the right under the Indenture to
defer payments of interest by extending the interest payment period at any time
and from time to time on the Debentures for a period not exceeding 20
consecutive quarterly calendar periods, including the first such quarterly
period during such extension period (each an "Extension Period"), provided that
                                                                  -------- ----
no Extension Period shall end on a date other than an Interest Payment Date for
the Debentures or extend beyond the Maturity Date of the Debentures.  As a
consequence of such deferral, Distributions will also be deferred.
Notwithstanding such deferral, quarterly interest payments will continue to
accrue, and, as a result, Distributions will continue to accumulate (to the
extent permitted by applicable law, but not at a rate exceeding the rate of
interest then accruing on the Debentures), at the Coupon Rate compounded
quarterly during any such Extension Period.  Prior to the termination of any
Extension Period, the Debenture Issuer may further defer payments of interest by
further extending such Extension Period; provided that such Extension Period,
                                         -------- ----
together with all such previous and further extensions within such Extension
Period, may not (i) exceed 20 consecutive quarterly periods, including the first
quarterly period during such Extension Period, (ii) end on a date other than an
Interest Payment Date for the Debentures or (iii) extend beyond the Maturity
Date of the Debentures.  Payments of accumulated Distributions will be payable
to Holders as they appear on the books and records of the Trust on the record
date immediately preceding the end of the Extension Period.  Upon the
termination of any Extension Period and the payment of all amounts then due, the
Debenture Issuer may commence a new Extension Period, subject to the above
requirements.

                                      A1-5
<PAGE>

          Subject to receipt by the Sponsor of any and all required regulatory
approvals and to certain other conditions set forth in the Declaration and the
Indenture, the Property Trustee may, at the direction of the Sponsor, at any
time dissolve the Trust and after satisfaction of liabilities to creditors of
the Trust as provided by applicable law, cause the Debentures to be distributed
to the Holders of the Securities in liquidation of the Trust or, simultaneously
with any redemption of the Debentures, cause a Like Amount of the Securities to
be redeemed by the Trust.

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

                                      A1-6
<PAGE>

     The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

     TEN CON - as tenants in common

     TEN ENT - as tenants in the entireties

     JT TEN - as joint tenants with right of survival

     UNIF GIFT MIN ACT - under Uniform Gift to Minors Act and not as tenants

     Additional abbreviations may also be used though not in the above list.

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

                                  ASSIGNMENT

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

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

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

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

-------------------------------------------------------------------------------
           (Assignee's social security or tax identification number)


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

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

-------------------------------------------------------------------------------
                       (Address and zip code of assignee)

and irrevocably appoints


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

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

-------------------------------------------------------------------------- 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:______________________________________

                                      A1-7
<PAGE>

     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 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
     Registrar in addition to, or in substitution for, STAMP, all in accordance
     with the Securities Exchange Act of 1934, as amended.

                                      A1-8
<PAGE>

                                  EXHIBIT A-2

                      FORM OF COMMON SECURITY CERTIFICATE

     THIS COMMON 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 LAW.  NEITHER THIS COMMON 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, REGISTRATION.

                                      A1-9
<PAGE>

This Certificate is not transferable except in compliance with Section 9.1(c) of
                                the Declaration.

                   Certificate Evidencing Common Securities

                                      of

                                 GBB Capital V

                           _____% Common Securities

                (liquidation amount $25.00 per Common Security)

          GBB Capital V, 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
designated the ____% Common Securities (liquidation amount $25.00 per Common
Security) (the "Common Securities").  Subject to the terms of Section 9.1(c) of
the Declaration (as defined below), the Common Securities are not transferable
and any attempted transfer shall be void.  The designation, rights, privileges,
restrictions, preferences and other terms and provisions of the Common
Securities represented hereby are issued and shall in all respects be subject to
the provisions of the Amended and Restated Declaration of the Trust dated as of
June __, 2001, as the same may be amended from time to time (the "Declaration"),
including the designation of the terms of the Common Securities as set forth in
Annex I to the Declaration.  Capitalized terms used but not defined herein shall
have the meaning given them in the Declaration.  The Sponsor will provide a copy
of the Declaration, the Common Securities Guarantee and the Indenture (including
any supplemental indenture) to a Holder without charge upon written request to
the Trust at its principal place of business.

          Upon receipt of this Certificate, the Holder is bound by the
Declaration and is entitled to the benefits thereunder and to the benefits of
the Common Securities Guarantee to the extent provided therein.

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

          IN WITNESS WHEREOF, the Trust has executed this certificate this _____
day of ____________, _____.

                              GBB CAPITAL V

                              By:___________________________________
                                 Steven C. Smith
                                 Administrative Trustee

                                     A1-10
<PAGE>

                         [FORM OF REVERSE OF SECURITY]

     Distributions on each Common Security will be payable at a rate of ____%
per annum (the "Coupon Rate") of the liquidation amount of $25.00 per Common
Security, such rate being the rate of interest payable on the Debentures to be
held by the Property Trustee.  Distributions in arrears for more than one
quarterly period will bear interest thereon compounded quarterly at the Coupon
Rate (to the extent permitted by applicable law). The term "Distributions", as
used herein, includes such cash distributions and any and all such interest
payable unless otherwise stated.  A Distribution is payable only to the extent
that payments are made in respect of the Debentures held by the Property Trustee
and to the extent the Property Trustee has funds legally available therefor.

     Distributions on the Common Securities will be cumulative, will accrue from
the most recent date to which Distributions have been paid or, if no
Distributions have been paid, from June __, 2001 and will be payable quarterly
in arrears, on March 15th, June 15th, September 15th and December 15th of each
year, commencing September 15, 2001, except as otherwise described below.
Distributions will be computed on the basis of a 360-day year of twelve 30-day
months.  Distributions payable for any period shorter than a full quarterly
period will be computed on the basis of a 30-day month and, for periods of less
than a month, the actual number of days elapsed per 30-day month.  As long as no
Event of Default has occurred and is continuing under the Indenture, the
Debenture Issuer has the right under the Indenture to defer payments of interest
by extending the interest payment period at any time and from time to time on
the Debentures for a period not exceeding 20 consecutive calendar quarterly
periods, including the first such quarterly period during such extension period
(each an "Extension Period"), provided that no Extension Period shall end on a
                              -------- ----
date other than an Interest Payment Date for the Debentures or extend beyond the
Maturity Date of the Debentures.  As a consequence of such deferral,
Distributions will also be deferred.  Notwithstanding such deferral, quarterly
Distributions will continue to accumulate with interest thereon (to the extent
permitted by applicable law, but not at a rate exceeding the rate of interest
then accruing on the Debentures) at the Coupon Rate compounded quarterly during
any such Extension Period.  Prior to the termination of any Extension Period,
the Debenture Issuer may further defer payments of interest by further extending
such Extension Period; provided that such Extension Period, together with all
                       -------- ----
such previous and further extensions within such Extension Period, may not (i)
exceed to 20 consecutive quarterly periods, including the first quarterly period
during such Extension Period, (ii) end on a date other than an Interest Payment
Date for the Debentures or (iii) extend beyond the Maturity Date of the
Debentures.  Payments of accrued Distributions will be payable to Holders as
they appear on the books and records of the Trust on the record date immediately
preceding the end of the Extension Period.  Upon the termination of any
Extension Period and the payment of all amounts then due, the Debenture Issuer
may commence a new Extension Period, subject to the above requirements.

     Subject to the receipt by the Sponsor of any and all required regulatory
approvals and to certain other conditions set forth in the Declaration and the
Indenture, the Property Trustee may, at the direction of the Sponsor, at any
time dissolve the Trust and cause the Debentures to be distributed to the
Holders of the Securities in liquidation of the Trust or, simultaneously with
any

                                     A1-11
<PAGE>

redemption of the Debentures, cause a Like Amount of the Securities to be
redeemed by the Trust.

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

     Under certain circumstances, the rights of the holders of the Common
Securities shall be subordinate to the rights of the holders of the Capital
Securities, as provided in the Declaration.

                                     A1-12