<PAGE>   1

                                                                     EXHIBIT 4.3

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




                        AMENDED AND RESTATED DECLARATION

                                    OF TRUST

                               SUNTRUST CAPITAL IV

                          DATED AS OF OCTOBER [ ], 2001




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

<PAGE>   2

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                            Page
                                                                                            ----
<S>                                                                                         <C>
                        ARTICLE I INTERPRETATION AND DEFINITIONS

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

                             ARTICLE II TRUST INDENTURE ACT

SECTION 2.1 Trust Indenture Act; Application...................................................9
SECTION 2.2 Lists of Holders of Securities.....................................................9
SECTION 2.3 Reports by the Institutional Trustee..............................................10
SECTION 2.4 Periodic Reports to the Institutional Trustee.....................................10
SECTION 2.5 Evidence of Compliance with Conditions Precedent..................................10
SECTION 2.6 Events of Default; Waiver.........................................................10
SECTION 2.7 Event of Default; Notice..........................................................12

                                ARTICLE III ORGANIZATION

SECTION 3.1 Name..............................................................................13
SECTION 3.2 Office............................................................................13
SECTION 3.3 Issuance of the Trust Securities..................................................13
SECTION 3.4 Purchase of Debentures............................................................14
SECTION 3.5 Purpose...........................................................................14
SECTION 3.6 Authority.........................................................................14
SECTION 3.7 Title to Property of the Trust....................................................14
SECTION 3.8 Powers and Duties of the Regular Trustees.........................................15
SECTION 3.9 Prohibition of Actions by the Trust and the Trustees..............................18
SECTION 3.10 Powers and Duties of the Institutional Trustee...................................19
SECTION 3.11 Certain Duties and Responsibilities of the Institutional Trustee.................22
SECTION 3.12 Certain Rights of the Institutional Trustee......................................23
SECTION 3.13 Delaware Trustee.................................................................25
SECTION 3.14 Execution of Documents...........................................................25
SECTION 3.15 Not Responsible for Recitals or Issuance of Securities...........................25
SECTION 3.16 Duration of Trust................................................................25
SECTION 3.17 Mergers..........................................................................26

                                   ARTICLE IV SPONSOR

SECTION 4.1 Sponsor's Purchase of Common Securities...........................................27
SECTION 4.2 Responsibilities of the Sponsor...................................................28
SECTION 4.3 Right to Proceed..................................................................28

                                   ARTICLE V TRUSTEES

SECTION 5.1 Number of Trustees................................................................28
SECTION 5.2 Delaware Trustee..................................................................29
SECTION 5.3 Institutional Trustee; Eligibility................................................29
</TABLE>


                                       i
<PAGE>   3

<TABLE>
<S>                                                                                           <C>
SECTION 5.4 Certain Qualifications of Regular Trustees and Delaware Trustee Generally.........30
SECTION 5.5 Regular Trustees..................................................................30
SECTION 5.6 [Reserved]........................................................................31
SECTION 5.7 Appointment, Removal and Resignation of Trustees..................................31
SECTION 5.8 Vacancies among Trustees..........................................................32
SECTION 5.9 Effect of Vacancies...............................................................32
SECTION 5.10 Meetings.........................................................................33
SECTION 5.11 Delegation of Power..............................................................33
SECTION 5.12 Merger, Conversion, Consolidation or Succession to Business......................34
SECTION 5.13 Appointment of Authenticating Agent..............................................34

                                ARTICLE VI DISTRIBUTIONS

SECTION 6.1 Distributions.....................................................................35

                           ARTICLE VII ISSUANCE OF SECURITIES

SECTION 7.1 General Provisions Regarding Securities...........................................36
SECTION 7.2 Execution and Delivery of Securities Certificates.................................37
SECTION 7.3 Paying Agent......................................................................37

                            ARTICLE VIII DISSOLUTION OF TRUST

SECTION 8.1 Dissolution of Trust..............................................................38

                            ARTICLE IX TRANSFER OF INTERESTS

SECTION 9.1 Transfer of Securities............................................................39
SECTION 9.2 Transfer of Certificates..........................................................39
SECTION 9.3 Deemed Security Holders...........................................................40
SECTION 9.4 Book-Entry Interests..............................................................40
SECTION 9.5 Notices to Clearing Agency........................................................41
SECTION 9.6 Appointment of Successor Clearing Agency..........................................42
SECTION 9.7 Definitive Preferred Security Certificates........................................42
SECTION 9.8 Mutilated, Destroyed, Lost or Stolen Certificates.................................42
SECTION 9.9 Maintenance of Office or Agency...................................................43

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

SECTION 10.1 Liability........................................................................43
SECTION 10.2 Exculpation......................................................................44
SECTION 10.3 [Reserved].......................................................................44
SECTION 10.4 Indemnification..................................................................44
SECTION 10.5 Outside Businesses...............................................................47
SECTION 10.6 Compensation; Fees...............................................................47
</TABLE>


                                       ii
<PAGE>   4

<TABLE>
<S>                                                                                           <C>
                                  ARTICLE XI ACCOUNTING

SECTION 11.1 Fiscal Year......................................................................48
SECTION 11.2 Certain Accounting Matters.......................................................48
SECTION 11.3 Banking..........................................................................48
SECTION 11.4 Withholding......................................................................49

                           ARTICLE XII AMENDMENTS AND MEETINGS

SECTION 12.1 Amendments.......................................................................49
SECTION 12.2 Meetings of the Holders; Action by Written Consent...............................51

              ARTICLE XIII REPRESENTATIONS AND WARRANTIES OF INSTITUTIONAL
                               TRUSTEE AND DELAWARE TRUSTEE

SECTION 13.1 Representations and Warranties of the Institutional Trustee......................52
SECTION 13.2 Representations and Warranties of the Delaware Trustee...........................53

                                ARTICLE XIV MISCELLANEOUS

SECTION 14.1 Notices..........................................................................54
SECTION 14.2 Governing Law....................................................................55
SECTION 14.3 Intention of the Parties.........................................................55
SECTION 14.4 Headings.........................................................................55
SECTION 14.5 Successors and Assigns...........................................................55
SECTION 14.6 Partial Enforceability...........................................................56
SECTION 14.7 Counterparts.....................................................................56

      ANNEX I       TERMS OF SECURITIES......................................................I-1
      EXHIBIT A-1   FORM OF PREFERRED SECURITY CERTIFICATE................................. A1-1
      EXHIBIT A-2   FORM OF COMMON SECURITY CERTIFICATE.....................................A2-1
</TABLE>


                                      iii
<PAGE>   5

                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>

    Section of
Trust Indenture Act                                                             Section of
of 1939, as amended                                                             Declaration
-------------------                                                             -----------
<S>                                                                             <C>
310(a)........................................................................    5.3(a)
310(b)........................................................................    5.3(c)
310(c)........................................................................    Inapplicable
311(a) and (b)................................................................    5.3(c)
311(c)........................................................................    Inapplicable
312(a)........................................................................    2.2(a)
312(b)........................................................................    2.2(b)
313...........................................................................    2.3
314(a)........................................................................    2.4
314(b)........................................................................    Inapplicable
314(c)........................................................................    2.5
314(d)........................................................................    Inapplicable
314(e)........................................................................    3.12(a)
314(f)........................................................................    Inapplicable
315(a)........................................................................    3.11(b)
315(b)........................................................................    2.7(a)
315(c)........................................................................    3.11(a)
315(d)........................................................................    3.11(a)
316(a) and (b)................................................................    2.6 and Annex I
316(c)........................................................................    2.6(f)
317(a)........................................................................    3.10(c)
317(b)........................................................................    3.10(i)
</TABLE>

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

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


                                       iv

<PAGE>   6

                              AMENDED AND RESTATED
                              DECLARATION OF TRUST
                                       OF
                               SUNTRUST CAPITAL IV

                                October [ ], 2001

                  AMENDED AND RESTATED DECLARATION OF TRUST ("Declaration")
dated and effective as of October [ ], 2001, by the Trustees (as defined
herein), the Sponsor (as defined herein) and by the holders, from time to time,
of undivided beneficial ownership interests in SunTrust Capital IV (the
"Trust"), a statutory business trust under the Business Trust Act (as defined
herein), to be issued pursuant to this Declaration;

                  WHEREAS, the Trustees and the Sponsor established the Trust
pursuant to a Declaration of Trust dated [ ], 1998 (the "Original Declaration"),
and a Certificate of Trust filed with the Secretary of State of the State of
Delaware on [ ], 1998, for the principal purposes of issuing and selling the
Securities (as defined herein) and investing the proceeds thereof in certain
Debentures (as defined herein) of the Debenture Issuer (as defined herein);

                  WHEREAS, as of the date hereof, no Securities have been
issued; 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.

                  NOW, THEREFORE, it being the intention of the parties hereto
to continue the Trust as a business trust under the Business Trust Act, that the
Original Declaration be amended and restated in its entirety as provided herein
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, subject to the provisions of this Declaration.

                                   ARTICLE I

                         INTERPRETATION AND DEFINITIONS

SECTION 1.1       Definitions.

                  Unless the context otherwise requires:

                  (a) Capitalized terms used in this Declaration but not defined
         in the preamble above have the respective meanings assigned to them in
         this Section 1.1;


                                       1
<PAGE>   7

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

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

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

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

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

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

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

                  "Agent" means any Paying Agent.

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

                  "Base Indenture" means the Indenture dated as of February 11,
1998, between the Debenture Issuer and the Debt Trustee.

                  "Book-Entry Interest" means a beneficial ownership interest in
a Global Certificate registered in the name of a Clearing Agency or a nominee
thereof, ownership and transfers of which shall be maintained and made through
book entries by a Clearing Agency as described in Section 9.4.

                  "Business Day" means a day other than (a) a day on which
banking institutions in New York, New York or Chicago, Illinois are authorized
or required by law or executive order to remain closed or (b) a day on which the
Institutional Trustee's Corporate Trust Office or the Corporate Trust Office of
the Debt Trustee is closed for business.


                                       2
<PAGE>   8

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

                  "Capital Treatment Event" means the reasonable determination
by the Sponsor that, as a result of any amendment to, or change (including any
announced proposed change) in, the laws (or any regulations thereunder) of the
United States or any political subdivision thereof or therein, or as a result of
any official administrative pronouncement or action or judicial decision
interpreting or applying such laws or regulations, which amendment or change is
effective or which proposed change, pronouncement, action or decision is
announced on or after the date of issuance of the Preferred Securities under the
Declaration, there is more than an insubstantial risk that the Sponsor will not
be entitled to treat an amount equal to the liquidation amount of the Preferred
Securities as "Tier I Capital" (or the then equivalent thereof) for purposes of
the capital adequacy guidelines of the Federal Reserve Board, as then in effect
and applicable to the Sponsor.

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

                  "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 Preferred Securities and in whose name or in the name of a
nominee of that organization shall be registered a Global Certificate and which
shall undertake to effect book-entry transfers and pledges of the Preferred
Securities.

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

                  "Closing Date" means the "Date of Delivery" under the
Underwriting Agreement, which is also the date of execution and delivery of this
Declaration.

                  "Code" means the Internal Revenue Code of 1986, as amended
from time to time, or any successor legislation. A reference to a specific
section of the Code refers not only to such specific section but also to any
corresponding provision of any Federal tax statute enacted after the date of
this Declaration, as such specific section or corresponding provision is in
effect on the date of application of the provisions of this Declaration
containing such reference.

                  "Commission" means the Securities and Exchange Commission.

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

                  "Common Securities Guarantee" means the guarantee agreement to
be dated as of October [ ], 2001 of the Sponsor in respect of the Common
Securities.

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


                                       3
<PAGE>   9

                   "Corporate Trust Office" means (i) when used with respect to
the Institutional Trustee, the principal corporate trust office of an Affiliate
of the Institutional Trustee located in New York, New York which on the date of
this Declaration is c/o [ ] - Attention: Corporate Trust Administration, and
(ii) when used with respect to the Debt Trustee, the Principal Office of the
Debt Trustee as defined in the Base Indenture.

                  "Covered Person" means: (a) any officer, director,
shareholder, partner, member, representative, employee or agent of the Trust or
the Trust's Affiliates; (b) any other director, stockholder, employee,
representative or agent of the Debenture Issuer or any of its Affiliates; and
(c) any Holder of Securities.

                  "Debenture Issuer" means SunTrust Banks, Inc., a Georgia
corporation, or any successor entity resulting from any consolidation,
amalgamation, merger or other business combination.

                  "Debentures" means the series of Debentures to be issued by
the Debenture Issuer under the Indenture and purchased by the Trust, and to be
held by the Institutional Trustee.

                  "Debt Trustee" means Bank One, N.A., a national banking
association, as trustee under the Indenture until a successor is appointed
thereunder, and thereafter means such successor trustee.

                  "Definitive Preferred Security Certificates" has the meaning
set forth in Section 9.4.

                  "Delaware Trustee" has the meaning set forth in Section 5.2.

                  "Direct Action" has the meaning set forth in Section 3.10(e).

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

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

                  "Event of Default" or "Declaration Event of Default" in
respect of the Securities means an Event of Default (as defined in the Base
Indenture) has occurred and is continuing in respect of 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).


                                       4
<PAGE>   10

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

                  "Global Certificate" has the meaning set forth in Section 9.4.

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

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

                  "Indenture" means the Base Indenture together with the
supplement thereto pursuant to which the Debentures are to be issued.

                  "Institutional Trustee" means the Trustee meeting the
eligibility requirements set forth in Section 5.3.

                  "Institutional Trustee Account" has the meaning set forth in
Section 3.10(c).

                  "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" means that the Regular Trustees
shall have received an opinion of a nationally recognized independent counsel
experienced in practice under the Investment Company Act to the effect that, as
a result of the occurrence of a change in law or regulation or a written change
in interpretation or application of law or regulation by any legislative body,
court, governmental agency or regulatory authority (a "Change in 1940 Act Law"),
there is a more than an insubstantial risk that the Trust is or will be
considered an Investment Company which is required to be registered under the
Investment Company Act, which Change in 1940 Act Law becomes effective on or
after the date of the issuance of the Preferred Securities.

                  "Legal Action" has the meaning set forth in Section 3.8(h).

                  "Like Amount" means (i) with respect to a redemption of
Securities, Securities having a liquidation amount equal to the principal amount
of Debentures to be repaid 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 Trust
Securities of the holder thereof to whom Debentures are distributed.

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

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


                                       5
<PAGE>   11

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

                  "Officer's Certificate" means, with respect to any Person, a
certificate signed by an Authorized Officer of such Person. Any Officer's
Certificate delivered with respect to compliance with a condition or covenant
provided for in this Declaration shall include:

                  (a) a statement that the officer signing the Certificate has
         read the covenant or condition and the definitions relating thereto;

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

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

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

                  "Original Declaration" has the meaning set forth in the
preamble hereof.

                  "Paying Agent" has the meaning specified in Section 3.10(i).

                  "Payment Amount" has the meaning set forth 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.

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

                  "Preferred Securities Guarantee" means the guarantee agreement
to be dated as of October [ ], 2001, of the Sponsor in respect of the Preferred
Securities.


                                       6
<PAGE>   12

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

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

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

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

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

                  "Redemption/Distribution Notice" has the meaning set forth in
Section 4(f) of Annex I.

                  "Regular Trustee" has the meaning set forth in Section 5.1(b).

                  "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, when used with respect to the
Institutional Trustee, any officer assigned to the Corporate Trust Office of the
Institutional Trustee, including any managing director, vice president,
assistant vice president, senior trust officer, trust officer, assistant
treasurer, assistant secretary or any other officer of the Institutional Trustee
customarily performing functions similar to those performed by any of the above
designated officers, and also, with respect to a particular matter, any other
officer, 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" means the Common Securities and the Preferred
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 Preferred Securities Guarantee.


                                       7
<PAGE>   13

                  "Securities Register" has the meaning set forth in Section
9.2.

                  "Securities Registrar" has the meaning set forth Section 9.2.

                  "Sponsor" means SunTrust Banks, Inc., a Georgia corporation,
or any successor entity resulting from any merger, consolidation, amalgamation
or other business combination.

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

                  "Successor Delaware Trustee" has the meaning set forth in
Section 5.7(b).

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

                  "Successor Institutional Trustee" has the meaning set forth in
Section 3.10(g)(ii).

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

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

                  "Tax Event" means the receipt by the Trust of an opinion of
counsel to the Sponsor that is experienced in such matters to the effect that,
as a result of any amendment to, or change (including any announced proposed
change) in, the laws or any regulations thereunder of the United States or any
political subdivision or taxing authority thereof or therein, or as a result of
any official administrative pronouncement or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective or
which proposed change, pronouncement or decision is announced on or after the
date of issuance of the Preferred Securities under the Declaration, there is
more than an insubstantial risk that (i) the Trust is, or will be within 90 days
of the date of such opinion, subject to United States federal income tax with
respect to income received or accrued on the Debentures, (ii) interest payable
by the Sponsor on the Debentures is not, or within 90 days of the date of such
opinion, will not be, deductible by the Sponsor, in whole or in part, for United
States federal income tax purposes or (iii) the Trust is, or will be within 90
days of the date of such opinion, subject to more than a de minimis amount of
other taxes, duties or other governmental charges.

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

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


                                       8
<PAGE>   14

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

                  "Underwriting Agreement" means the Underwriting Agreement
dated October [ ], 2001 among the Trust, the Sponsor and Lehman Brothers Inc.
and Salomon Smith Barney Inc. (as representatives of the several underwriters
named therein), providing for the offering and sale of the Preferred Securities
to the public.

                                   ARTICLE II

                               TRUST INDENTURE ACT

SECTION 2.1       Trust Indenture Act; Application.

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

                  (b) The Institutional Trustee, to the extent permitted by
applicable law and/or the rules and regulations of the Commission, shall be the
only Trustee that is a Trustee for the purposes of the Trust Indenture Act.

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

                  (d) The application of the Trust Indenture Act to this
Declaration shall not affect the nature of the 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 Regular Trustees on behalf of
the Trust shall provide the Institutional Trustee (i) within 14 days after each
record date for payment of Distributions, a list, in such form as the
Institutional Trustee may reasonably require, of the names and addresses of the
Holders of the Securities ("List of Holders") as of such record date, provided
that neither the Sponsor nor the Regular Trustees on behalf of the Trust shall
be obligated to provide such List of Holders at any time the List of Holders
does not differ from the most recent List of Holders given to the Institutional
Trustee by the Sponsor and the Regular 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


                                       9
<PAGE>   15

of Holders as of a date no more than 14 days before such List of Holders is
given to the Institutional Trustee. The Institutional 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 Institutional Trustee may
destroy any List of Holders previously given to it on receipt of a new List of
Holders.

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

SECTION 2.3       Reports by the Institutional Trustee.

                  Within 60 days after August [ ] of each year (commencing
August 2002), the Institutional Trustee shall provide to the Holders of the
Preferred Securities such reports as are required by Section 313(a) of the Trust
Indenture Act, if any, in the form and in the manner provided by Section 313 of
the Trust Indenture Act. The Institutional Trustee shall also comply with the
other requirements of Section 313 of the Trust Indenture Act.

SECTION 2.4       Periodic Reports to the Institutional Trustee.

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

SECTION 2.5       Evidence of Compliance with Conditions Precedent.

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

SECTION 2.6       Events of Default; Waiver.

                  (a) The Holders of a Majority in liquidation amount of
Preferred Securities may, by vote, on behalf of the Holders of all of the
Preferred Securities, waive any past Event of Default in respect of the
Preferred 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


                                       10
<PAGE>   16

                           (ii) requires the consent or vote of greater than a
                  majority in 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
                  liquidation amount of the Preferred Securities that the
                  relevant Super Majority represents of the aggregate principal
                  amount of the Debentures outstanding; or

                           (iii) requires the consent or vote of each holder of
                  Debentures to be waived under the Indenture, then the Event of
                  Default under the Declaration may only be waived by each
                  Holder of Preferred Securities.

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

                  The Holders of a Majority in liquidation amount of the
Preferred Securities shall have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Institutional
Trustee or to direct the exercise of any trust or power conferred upon the
Institutional Trustee, including the right to direct the Institutional Trustee
to exercise the remedies available to it as a holder of the Debentures.

                  (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, (A) in accordance with the terms of the Common Securities, direct
the time, method and place of conducting any proceeding for any remedy available
to the Institutional Trustee, or exercising any trust or power conferred upon
the Institutional Trustee, or (B) 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


                                       11
<PAGE>   17

                  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 liquidation amount of the Common
                  Securities that the relevant Super Majority represents of the
                  aggregate principal amount of the Debentures outstanding;

provided further, that 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 its consequences until all Events of Default with respect
to the Preferred Securities have been cured, waived or otherwise eliminated, and
until such Events of Default have been so cured, waived or otherwise eliminated,
the Institutional Trustee will be deemed to be acting solely on behalf of the
Holders of the Preferred Securities and only the Holders of the Preferred
Securities will have the right to direct the Institutional Trustee in accordance
with the terms of the Securities. In the event that an Event of Default with
respect to the Preferred Securities is waived by the Holders of Preferred
Securities as provided in this Declaration, the Holders of Common Securities
agree that such waiver shall also constitute the waiver of such Event of Default
with respect to the Common Securities for all purposes under this Declaration
without any further act, vote or consent of the Holders of the Common
Securities. The foregoing provisions of this Section 2.6(b) shall be in lieu of
Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act and such
Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act are hereby
expressly excluded from this Declaration and the 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) The right of any Holder of Securities to receive payment
of Distributions on the Securities in accordance with this Declaration and the
terms of the Securities set forth in Annex I on or after the respective payment
dates therefor, or to institute suit for the enforcement of any such payment on
or after such payment dates, shall not be impaired without the consent of such
Holder.

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

SECTION 2.7       Event of Default; Notice.

                  (a) The Institutional Trustee shall, within 90 days after the
occurrence of an Event of Default actually known to a Responsible Officer of the
Institutional Trustee, transmit by


                                       12
<PAGE>   18

mail, first class postage prepaid, to the Holders of the Securities, notices of
all such defaults with respect to the Securities, unless such defaults have been
cured before the giving of such notice (the term "defaults" for the purposes of
this Section 2.7(a) being hereby defined to be an Event of Default as defined in
the Indenture, not including any periods of grace provided for therein and
irrespective of the giving of any notice provided therein); provided that,
except for a default in the payment of principal of (or premium, if any) or
interest on any of the Debentures or in the payment of any sinking fund
installment established for the Debentures, the Institutional Trustee shall be
protected in withholding such notice if and so long as a Responsible Officer of
the Institutional Trustee in good faith determines that the withholding of such
notice is in the interests of the Holders of the Securities; and provided
further, that in the case of any default of the character specified in Section
5.01(c) of the Base Indenture, no such notice to Holders shall be required to be
given until at least 60 days after the occurrence thereof but shall be given
within 90 days after such occurrence.

                  (b) The Institutional Trustee shall not be deemed to have
knowledge of any default except:

                           (i) so long as the Institutional Trustee is a Paying
                  Agent, a default under Sections 5.01(a) and 5.01(b) of the
                  Base Indenture; or

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

                                  ARTICLE III

                                  ORGANIZATION

SECTION 3.1       Name.

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

SECTION 3.2       Office.

                  The address of the principal office of the Trust is c/o
SunTrust Banks, Inc., 303 Peachtree Street, N.E., Atlanta, Georgia, 30308-3201.
On ten Business Days written notice to the Holders, the Regular Trustees may
designate another principal office.

SECTION 3.3       Issuance of the Trust Securities.


                                       13
<PAGE>   19

                  On October [ ], 2001, the Sponsor, on behalf of the Trust and
pursuant to the Original Declaration, executed and delivered the Underwriting
Agreement. On the Closing Date, the Regular Trustees, on behalf of the Trust,
shall execute and deliver (i) to Lehman Brothers Inc. and Salomon Smith Barney
Inc., in accordance with the Underwriting Agreement, two Global Certificates,
registered in the name of the nominee of the initial Clearing Agency as
specified in Section 9.4, representing in the aggregate [       ] Preferred
Securities having an aggregate liquidation amount of $[          ], against
receipt of the aggregate purchase price for such Preferred Securities of $[    ]
and (ii) to the Sponsor, a certificate representing [  ] Common Securities,
registered in the name of the Sponsor, having an aggregate liquidation amount of
$[       ], against receipt of the aggregate purchase price for such Common
Securities of $[      ].

SECTION 3.4       Purchase of Debentures.

                  On the Closing Date, the Regular Trustees, on behalf of the
Trust, shall purchase from the Sponsor with the proceeds received by the Trust
from the sale of the Securities on such date pursuant to Section 3.5,
Debentures, registered in the name of the Institutional Trustee and having an
aggregate principal amount equal to $[       ], and, in satisfaction of the
purchase price for such Debentures, the Regular Trustees, on behalf of the
Trust, shall deliver or cause to be delivered to the Sponsor the sum of
$[       ].

SECTION 3.5       Purpose.

                  The exclusive purposes and functions of the Trust are (a) to
issue and sell Preferred Securities and use the proceeds from such sale to
acquire the Debentures issued under the Indenture having an aggregate
liquidation amount of the Preferred Securities so issued and sold; (b) to enter
into such agreements and arrangements as may be necessary in connection with the
sale of Preferred Securities to the initial purchasers thereof (including the
Underwriting Agreement) and to take all actions and exercise such discretion as
may be necessary or desirable in connection therewith and to file such
registration statements or make such other filings under the Securities Act, the
Exchange Act or state securities or "Blue Sky" laws as may be necessary or
desirable in connection therewith and the issuance of the Preferred Securities;
(c) to issue and sell Common Securities to the Debenture Issuer for cash and use
the proceeds of such sale to purchase as trust assets an equal aggregate
principal amount of Debentures issued under the Indenture; and (d) except as
otherwise limited herein, to engage in only those other activities necessary, or
incidental thereto. The Trust shall not borrow money, issue debt or reinvest
proceeds derived from investments, pledge any of its assets, or otherwise
undertake (or permit to be undertaken) any activity that would cause the Trust
not to be classified for United States federal income tax purposes as a grantor
trust.

SECTION 3.6       Authority.

                  Subject to the limitations provided in this Declaration and to
the specific duties of the Institutional Trustee, the Regular Trustees shall
have exclusive and complete authority to carry out the purposes of the Trust. An
action taken by the Regular Trustees in accordance with their powers


                                       14
<PAGE>   20

shall constitute the act of and serve to bind the Trust and any action taken by
the Institutional 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 3.7       Title to Property of the Trust.

                  Except as provided in Section 3.10 with respect to the
Debentures and the Institutional 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 3.8       Powers and Duties of the Regular Trustees.

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

                  (a) to issue and sell the Preferred Securities and the Common
Securities in accordance with this Declaration; provided, however, that the
Trust may issue no more than one series of Preferred Securities and no more than
one series of Common Securities, and, provided further, that there shall be no
interests in the Trust other than the Securities, and the issuance of Securities
shall be limited to a one-time, simultaneous issuance of both Preferred
Securities and Common Securities on the Closing Date;

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

                           (i) execute and file with the Commission the
                  registration statement on Form S-3 prepared by the Sponsor,
                  including any amendments thereto, pertaining to the Preferred
                  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
                  Preferred Securities in any state in which the Sponsor has
                  determined to qualify or register such Preferred Securities
                  for sale;

                           (iii) execute and file an application, prepared by
                  the Sponsor, to the New York Stock Exchange, Inc. or any other
                  national stock exchange or the Nasdaq National Market for
                  listing or quotation upon notice of issuance of any Preferred
                  Securities, but if and only if the Sponsor has so instructed
                  the Regular Trustees to make such filing;


                                       15
<PAGE>   21

                           (iv) 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 Preferred Securities under Section 12(b) or 12(g) of
                  the Exchange Act, but if and only if the Sponsor has so
                  instructed the Regular Trustees to make such filing;

                           (v) execute and enter into the Underwriting Agreement
                  providing for the sale of the Preferred Securities; and

                           (vi) to execute and file any agreement, certificate
                  or other document which such Regular Trustee deems necessary
                  or appropriate in connection with the issuance and sale of the
                  Preferred Securities;

                  (c) to acquire as trust assets the Debentures with the
proceeds of the sale of the Preferred Securities and the Common Securities;
provided, however, that the Regular Trustees shall cause legal title to the
Debentures to be held of record in the name of the Institutional Trustee for the
benefit of the Holders of the Preferred Securities and the Holders of Common
Securities;

                  (d) to cause the Trust to enter into such agreements and
arrangements as may be necessary or desirable in connection with the sale of
Preferred Securities to the initial purchasers thereof and the consummation
thereof, and to take all action, and exercise all discretion, as may be
necessary or desirable in connection with the consummation thereof;

                  (e) to give the Sponsor and the Institutional Trustee prompt
written notice of the occurrence of a Tax Event, an Investment Company Event or
a Capital Treatment Event; provided that the Regular Trustees shall consult with
the Sponsor and the Institutional Trustee before taking or refraining to take
any action in relation to any such Tax Event, Investment Company Event or
Capital Treatment Event;

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

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

                  (h) to bring or defend, pay, collect, compromise, arbitrate,
resort to legal action, or otherwise adjust claims or demands of or against the
Trust ("Legal Action"), unless pursuant to Section 3.10(e), the Institutional
Trustee has the exclusive power to bring such Legal Action;


                                       16
<PAGE>   22

                  (i) to employ or otherwise engage employees and agents (who
may be designated as officers with titles) and managers, contractors, advisors,
and consultants and pay reasonable compensation for such services;

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

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

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

                  (m) if duly appointed pursuant to the provisions herein, to
act as registrar, transfer agent or Paying Agent for the Securities;

                  (n) to give prompt written notice to the Holders of the
Securities 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;

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

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

                  (q) to take any action, not inconsistent with this Declaration
or with applicable law, that the Regular Trustees determine in their discretion
to be necessary or desirable in carrying out the activities of the Trust as set
out in this Section 3.8, 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 be classified for United
                  States federal income tax purposes as a grantor trust and not
                  as an association taxable as a corporation or a partnership;
                  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,


                                       17
<PAGE>   23

         provided that such action does not adversely affect the interests of
Holders; and

                  (r) 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 Regular Trustees, on behalf of
the Trust.

                  The Regular Trustees 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 3.5, and the Regular Trustees shall not take any
action that is inconsistent with the purposes and functions of the Trust set
forth in Section 3.5.

                  Subject to this Section 3.8, the Regular Trustees shall have
none of the powers or the authority of the Institutional Trustee set forth in
Section 3.10.

                  Any expenses incurred by the Regular Trustees pursuant to this
Section 3.8 shall be reimbursed by the Debenture Issuer.

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

SECTION 3.9       Prohibition of Actions by the Trust and the Trustees.

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

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

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

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

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

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

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


                                       18
<PAGE>   24

                           (vii) incur any indebtedness for borrowed money; or

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

SECTION 3.10      Powers and Duties of the Institutional Trustee.

                  (a) The legal title to the Debentures shall be owned by and
held of record in the name of the Institutional Trustee in trust for the benefit
of the Trust and the Holders of the Securities. The right, title and interest of
the Institutional Trustee to the Debentures shall vest automatically in each
Person who may hereafter be appointed as Institutional Trustee in accordance
with Section 5.7. Such vesting and cessation of title shall be effective whether
or not conveyancing documents with regard to the Debentures have been executed
and delivered.

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

                  (c) The Institutional Trustee shall:

                           (i) establish and maintain a segregated non-interest
                  bearing trust account (the "Institutional Trustee Account") in
                  the name of and under the exclusive control of the
                  Institutional Trustee on behalf of the Holders of the
                  Securities and, upon the receipt of payments of funds made in
                  respect of the Debentures held by the Institutional Trustee,
                  deposit or cause to be deposited such funds into the
                  Institutional Trustee Account and make or cause to be made
                  payments to the Holders of the Preferred Securities and
                  Holders of the Common Securities from the Institutional
                  Trustee Account in accordance with Section 6.1. Funds in the
                  Institutional Trustee Account shall be held uninvested until
                  disbursed in accordance with this Declaration. The
                  Institutional Trustee Account shall be maintained with Bank
                  One, N.A. in its trust department so long as Bank One, N.A. is
                  a Paying Agent; if Bank One, N.A. is not a Paying Agent, the
                  Institutional Trustee Account will be maintained at the
                  Institutional Trustee or at its direction. The Institutional
                  Trustee shall not be liable to any Person for the acts or
                  omissions of Bank One, N.A. in con-


                                       19
<PAGE>   25

                  nection with the administration of the Institutional Trustee
                  Account, unless such acts or omissions were taken or made at
                  the express instructions of the Institutional Trustee. The
                  Sponsor shall cause Bank One, N.A. to (i) promptly advise the
                  Institutional Trustee of all deposits and withdrawals from the
                  Institutional Trustee Account and of any failure by Bank One,
                  N.A. to receive from the Debenture Issuer any payments on the
                  Debentures when due, (ii) provide the Institutional Trustee
                  with monthly reports as to the activity in the Institutional
                  Trustee Account and (iii) permit the Institutional Trustee to
                  have access to Bank One, N.A.'s records with respect to the
                  Institutional Trustee Account upon reasonable request
                  therefor;

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

                           (iii) upon written notice of distribution issued by
                  the Regular 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 of Securities upon the occurrence of
                  certain special events (as may be defined in the terms of the
                  Securities) arising from a change in law or a change in legal
                  interpretation or other specified circumstances pursuant to
                  the terms of the Securities; and

                           (iv) have the legal power to exercise all of the
                  rights, powers and privileges of a holder of the Debentures
                  under the Indenture and, if an Event of Default occurs and is
                  continuing, the Institutional Trustee, subject to Section 2.6,
                  shall, for the benefit of the Holders of the Securities,
                  enforce its rights as holder of the Debentures under the
                  Indenture, subject to the rights of the Holders of the
                  Preferred Securities pursuant to the terms of this
                  Declaration, the Business Trust Act and the Trust Indenture
                  Act.

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

                  (e) The Institutional Trustee may take any Legal Action that
arises out of or in connection with an Event of Default of which a Responsible
Officer of the Institutional Trustee has knowledge or the Institutional
Trustee's duties and obligations under this Declaration or the Trust Indenture
Act and if such Institutional Trustee shall have failed to take such Legal
Action after a written request from a Holder of the Preferred Securities, then
such Holder of the Preferred Securities may take such Legal Action, to the same
extent as if such Holders of Preferred Securities held a principal amount of
Debentures equal to the liquidation amount of such Preferred Securities, without
first proceeding against the Institutional Trustee or the Trust; provided,
however, that if an Event of Default has occurred and is continuing and such
event is attributable to the failure of the Debenture Issuer to pay interest or
principal on the Debentures on the date such interest or principal is other-


                                       20
<PAGE>   26

wise payable (or in the case of redemption, on the redemption date), then a
Holder of Preferred Securities may directly institute a proceeding for
enforcement of payment to such Holder of the principal of or interest on the
Debentures having a principal amount equal to the aggregate liquidation amount
of the Preferred Securities held by such Holder (a "Direct Action") on or after
the respective due date specified in the Debentures. In connection with such
Direct Action, the rights of the Holders of the Common Securities will be
subrogated to the rights of such Holder of Preferred Securities to the extent of
any payment made by the Debenture Issuer to such Holder of Preferred Securities
in such Direct Action. Except as provided in the preceding sentences, the
Holders of Preferred Securities will not be able to exercise directly any other
remedy available to the holders of the Debentures.

                  (f) All moneys deposited in the Institutional Trustee Account,
and all Debentures held by the Institutional Trustee for the benefit of the
Holders of the Securities, will not be subject to any right, charge, security
interest, lien or claim of any kind in favor of, or for the benefit of, the
Institutional Trustee or its agents or their creditors.

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

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

                           (ii) a successor Institutional Trustee has been
                  appointed and has accepted that appointment in accordance with
                  Section 5.7 (a "Successor Institutional Trustee").

                  (h) The Institutional 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 of the Institutional Trustee occurs and is continuing, the Institutional
Trustee shall, for the benefit of the Holders of the Securities, enforce its
rights as holder of the Debentures subject to the rights of the Holders pursuant
to the terms of such Securities.

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


                                       21
<PAGE>   27

                  (j)      The Institutional Trustee shall give prompt written
notice to the Holders of the Securities of any notice received by it from the
Debenture Issuer of its election to defer payments of interest on the Debentures
by extending the interest payment period with respect thereto.

                  (k)      Subject to this Section 3.10, the Institutional
Trustee shall have none of the duties, liabilities, powers or the authority of
the Regular Trustees set forth in Section 3.8.

                  The Institutional Trustee must exercise the powers set forth
in this Section 3.10 in a manner that is consistent with the purposes and
functions of the Trust set out in Section 3.5, and the Institutional Trustee
shall not take any action that is inconsistent with the purposes and functions
of the Trust set out in Section 3.5.

SECTION 3.11  Certain Duties and Responsibilities of the Institutional Trustee.

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

                  (b)      No provision of this Declaration shall be construed
to relieve the Institutional 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 and after the curing or waiving of all such Events of Default
         that may have occurred:

                                    (A)      the duties and obligations of the
                  Institutional Trustee shall be determined solely by the
                  express provisions of this Declaration and in the Securities
                  and the Institutional 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 or the Securities against the
                  Institutional Trustee; and

                                    (B)      in the absence of bad faith on the
                  part of the Institutional Trustee, the Institutional Trustee
                  may conclusively rely, as to the truth of the statements


                                       22
<PAGE>   28

                  and the correctness of the opinions expressed therein, upon
                  any certificates or opinions furnished to the Institutional
                  Trustee and conforming to the requirements of this
                  Declaration; but in the case of any such certificates or
                  opinions that by any provision hereof are specifically
                  required to be furnished to the Institutional Trustee, the
                  Institutional Trustee shall be under a duty to examine the
                  same to determine whether or not they conform to the
                  requirements of this Declaration;

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

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

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

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

SECTION 3.12  Certain Rights of the Institutional Trustee.

                  (a)      Subject to the provisions of Section 3.11:

                           (i)      the Institutional Trustee may conclusively
         rely and shall be fully protected in acting or refraining from acting
         upon any resolution, certificate, statement, instrument, opinion,
         report, notice, request, direction, consent, order, bond, debenture,
         note, other evidence of indebtedness or other paper or document


                                       23
<PAGE>   29

         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
         Regular Trustees contemplated by this Declaration shall be sufficiently
         evidenced by an Officer's Certificate;

                           (iii)    whenever in the administration of this
         Declaration, the Institutional Trustee shall deem it desirable that a
         matter be proved or established before taking, suffering or omitting
         any action hereunder, the Institutional Trustee (unless other evidence
         is herein specifically prescribed) may, in the absence of bad faith on
         its part, and, if the Trust is excluded from the definition of
         Investment Company solely by means of Rule 3a-5, subject to the
         requirements of Rule 3a-5, request and conclusively rely upon an
         Officer's Certificate, which, upon receipt of such request, shall be
         promptly delivered by the Sponsor or the Regular Trustees;

                           (iv)     the Institutional 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. The Institutional
         Trustee shall have the right at any time to seek instructions
         concerning the administration of this Declaration from any court of
         competent jurisdiction;

                           (v)      the Institutional Trustee shall be under no
         obligation to exercise any of the rights or powers vested in it by this
         Declaration at the request or direction of any Holder, unless such
         Holder shall have provided to the Institutional Trustee security and
         indemnity, reasonably satisfactory to the Institutional Trustee,
         against the costs, expenses (including attorneys' fees and expenses and
         the expenses of the Institutional 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 Institutional Trustee provided, that, nothing
         contained in this Section 3.12(a)(v) shall be taken to relieve the
         Institutional Trustee, upon the occurrence of an Event of Default, of
         its obligation to exercise the rights and powers vested in it by this
         Declaration;

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


                                       24
<PAGE>   30

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

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

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

                           (ix)     whenever in the administration of this
         Declaration the Institutional Trustee shall deem it desirable to
         receive instructions with respect to enforcing any remedy or right or
         taking any other action hereunder, the Institutional Trustee (i) may
         request instructions from the Holders of the Securities 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
         Institutional 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.

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

SECTION 3.13  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 Trustees (except as required under the Business Trust
Act) described in this Declaration. 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 Section 3807 of the Business Trust Act.


                                       25
<PAGE>   31

SECTION 3.14  Execution of Documents.

                  Unless otherwise determined by the Regular Trustees, and
except as otherwise required by the Business Trust Act with respect to the
Certificate of Trust or otherwise provided herein, any Regular Trustee is
authorized to execute on behalf of the Trust any documents that the Regular
Trustees have the power and authority to execute pursuant to this Declaration.

SECTION 3.15  Not Responsible for Recitals or Issuance of Securities.

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

SECTION 3.16  Duration of Trust.

                  The Trust, unless terminated pursuant to the provisions of
Article VIII hereof, shall have existence for fifty-five (55) years from the
Closing Date.

SECTION 3.17  Mergers.

                  (a)      The Trust may not consolidate, amalgamate, merge with
or into, or be replaced by, or convey, transfer or lease its properties and
assets substantially as an entirety to any corporation or other body, except as
described in Section 3.17(b) and (c).

                  (b)      The Trust may, with the consent of the Regular
Trustees or, if there are more than two, a majority of the Regular Trustees and
without the consent of the Holders of the Securities, the Delaware Trustee or
the Institutional Trustee, consolidate, amalgamate, merge with or into, or be
replaced by, or convey, transfer or lease its property and assets 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 with
                  respect to Distributions and payments upon liquidation,
                  redemption and otherwise;


                                       26
<PAGE>   32

                           (ii)     the Debenture Issuer expressly acknowledges
         a trustee of the Successor Entity that possesses the same powers and
         duties as the Institutional Trustee as the holder of the Debentures;

                           (iii)    to the extent the Preferred Securities are
         listed on any national securities exchange or with another organization
         for listing or quotation, the Preferred Securities or any Successor
         Securities shall be so listed, or any Successor Securities will be
         listed upon notification of issuance, on any national securities
         exchange or with another organization on which the Preferred Securities
         are then so listed or quoted;

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

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

                           (vi)     such Successor Entity has a purpose
         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 a nationally recognized independent counsel
         to the Trust experienced in such matters to the effect that:

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

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

                                    (C)      following such merger,
                  consolidation, amalgamation, replacement, conveyance, transfer
                  or lease the Trust (or the Successor Entity) will


                                       27
<PAGE>   33

                  continue to be classified as a grantor trust for United States
                  federal income tax purposes; and

                           (viii)   the Sponsor guarantees the obligations of
         such Successor Entity under the Successor Securities at least to the
         extent provided by the Preferred Securities Guarantee and the Common
         Securities Guarantee.

                  (c)      Notwithstanding Section 3.17(b), the Trust shall not,
except with the consent of Holders of 100% in liquidation amount of the
Securities, consolidate, amalgamate, merge with or into, or be replaced by or
convey, transfer or lease its properties and assets substantially as an entirety
to any other entity or permit any other entity to consolidate, amalgamate, merge
with or into, or replace it if such consolidation, amalgamation, merger,
replacement, conveyance, transfer or lease would cause the Trust or the
Successor Entity to be classified as other than a grantor trust for United
States federal income tax purposes.

                                   ARTICLE IV

                                    SPONSOR

SECTION 4.1  Sponsor's Purchase of Common Securities.

                  On the Closing Date, the Sponsor will purchase all of the
Common Securities issued by the Trust, in an amount at least equal to 3% of the
capital of the Trust, at the same time as the Preferred Securities are sold.

SECTION 4.2  Responsibilities of the Sponsor.

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

                  (a)      at the sole discretion of the Sponsor, to prepare for
filing by the Trust with the Commission a registration statement on Form S-3 in
relation to the Preferred Securities, including any amendments thereto;

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

                  (c)      at the sole discretion of the Sponsor, to prepare for
filing by the Trust an application to the New York Stock Exchange or any other
national stock exchange or the Nasdaq National Market for listing upon notice of
issuance of any Preferred Securities; and


                                       28
<PAGE>   34

                  (d)      to prepare for filing by the Trust with the
Commission a registration statement on Form 8-A relating to the registration of
the Preferred Securities under Section 12(b) or 12(g) of the Exchange Act,
including any amendments thereto, if the Sponsor in its sole discretion
determines that such a filing is necessary or appropriate; and

                  (e)      to negotiate the terms of the Underwriting Agreement
providing for the sale of the Preferred Securities.

SECTION 4.3  Right to Proceed.

                  The Sponsor acknowledges the rights of the Holders to
institute a Direct Action as set forth in Section 3.10(e) hereto.

                                    ARTICLE V

                                    TRUSTEES

SECTION 5.1  Number of Trustees.

                  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 only by, and Trustees may be approved,
removed or replaced only by, the 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 business in the State of Delaware; (2) there shall be at
least one Trustee who is an employee or officer of, or is affiliated with the
Sponsor (a "Regular Trustee"); and (3) one Trustee shall be the Institutional
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.

SECTION 5.2  Delaware Trustee.

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

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


                                       29
<PAGE>   35

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

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

                  The initial Delaware Trustee shall be Bank One Delaware Inc.

SECTION 5.3  Institutional Trustee; Eligibility.

                  (a)      There shall at all times be one Trustee that shall
act as Institutional Trustee, which shall:

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

                           (ii)     be a corporation organized and
         doing business under the laws of the United States of America
         or any state or territory thereof or of the District of
         Columbia, or a corporation or Person permitted by the
         Commission to act as an institutional trustee under the Trust
         Indenture Act, authorized under such laws to exercise
         corporate trust powers, having a combined capital and surplus
         of at least 50 million U.S. dollars ($50,000,000), and
         subject to supervision or examination by federal, state,
         territorial or District of Columbia authority. If such
         corporation publishes reports of condition at least annually,
         pursuant to law or to the requirements of the supervising or
         examining authority referred to above, then for the purposes
         of this Section 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 Institutional Trustee shall cease
to be eligible to so act under Section 5.3(a), the Institutional Trustee shall
immediately resign in the manner and with the effect set forth in Section
5.7(c).

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

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

                  (e)      The initial Institutional Trustee shall be Bank One,
N.A.


                                       30
<PAGE>   36

                  (f)      Any action taken by Holders of Common Securities
pursuant to this Article V shall be taken at a meeting of Holders of Common
Securities convened for such purpose or by written consent as provided in
Section 12.2.

                  (g)      No amendment may be made to this Article V that would
change any right with respect to the number, existence or appointment and
removal of Trustees, except with the consent of each Holder of Common
Securities.

SECTION 5.4  Certain Qualifications of Regular Trustees and Delaware Trustee
Generally.

                  Each Regular Trustee and the Delaware Trustee (unless the
Institutional 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 Regular Trustees.

                  The initial Regular Trustees shall be Raymond D. Fortin,
Donald T. Heroman and Kenneth R. Houghton.

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

                  (b)      Unless otherwise determined by the Regular Trustees,
and except as otherwise required by the Business Trust Act or applicable law,
any Regular Trustee is authorized to execute on behalf of the Trust any
documents which the Regular Trustees have the power and authority to cause the
Trust to execute pursuant to Section 3.8; and

                  (c)      a Regular 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
Regular Trustees have power and authority to cause the Trust to execute pursuant
to Section 3.8.

SECTION 5.6  [Reserved].

SECTION 5.7  Appointment, Removal and Resignation of Trustees.

                  (a)      Subject to Section 5.7(b), Trustees may be appointed
or removed without cause at any time except during an event of default:

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


                                       31
<PAGE>   37

                           (ii)     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.

                  (b)      (i)      The Trustee that acts as Institutional
Trustee shall not be removed in accordance with Section 5.7(a) until a Successor
Institutional Trustee has been appointed and has accepted such appointment by
written instrument executed by such Successor Institutional Trustee and
delivered to the Regular Trustees, the Sponsor and the Institutional Trustee
being removed; and

                           (ii)     the Trustee that acts as Delaware Trustee
         shall not be removed in accordance with Section 5.7(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
         Regular Trustees, the Sponsor and the Delaware Trustee being removed.

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

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

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

                                    (B)      if the Trust is excluded from the
                  definition of an Investment Company solely by reason of Rule
                  3a-5, until the assets of the Trust have been completely
                  liquidated and the proceeds thereof distributed to the holders
                  of the Securities; and

                           (ii)     no such resignation of the Trustee that acts
         as the Delaware Trustee shall be effective until a Successor Delaware
         Trustee has been appointed and has accepted such appointment by
         instrument executed by such Successor Delaware Trustee and delivered to
         the Trust, the Sponsor and the resigning Delaware Trustee.

                  (d)      The Holders of the Common Securities shall use their
best efforts to promptly appoint a Successor Delaware Trustee or Successor
Institutional Trustee as the case may be if the


                                       32
<PAGE>   38

Institutional Trustee or the Delaware Trustee delivers an instrument of
resignation in accordance with this Section 5.7.

                  (e)      If no Successor Institutional Trustee or Successor
Delaware Trustee shall have been appointed and accepted appointment as provided
in this Section 5.7 within 60 days after delivery of an instrument of
resignation or removal, the Institutional Trustee or Delaware Trustee resigning
or being removed, as applicable, may petition any court of competent
jurisdiction for appointment of a Successor Institutional Trustee or Successor
Delaware Trustee. Such court may thereupon, after prescribing such notice, if
any, as it may deem proper, appoint a Successor Institutional Trustee or
Successor Delaware Trustee, as the case may be.

                  (f)      The Sponsor shall provide notice to the Institutional
Trustee of any resignation or removal of a Regular Trustee.

SECTION 5.8  Vacancies among Trustees.

                  If a Trustee ceases to hold office for any reason and the
number of Trustees is not reduced pursuant to Section 5.1, 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 Regular Trustees or,
if there are more than two, a majority of the Regular Trustees shall be
conclusive evidence of the existence of such vacancy. The vacancy shall be
filled with a Trustee appointed in accordance with Section 5.7.

SECTION 5.9  Effect of Vacancies.

                  The death, resignation, retirement, removal, bankruptcy,
dissolution, liquidation, incompetence or incapacity to perform the duties of a
Trustee, or any one of them, shall not operate to annul the Trust. Whenever a
vacancy in the number of Regular Trustees shall occur, until such vacancy is
filled by the appointment of a Regular Trustee in accordance with Section 5.7,
the Regular Trustees in office, regardless of their number, shall have all the
powers granted to the Regular Trustees and shall discharge all the duties
imposed upon the Regular Trustees by this Declaration.

SECTION 5.10  Meetings.

                  If there is more than one Regular Trustee, meetings of the
Regular Trustees may be held from time to time upon the call of any Regular
Trustee. Regular meetings of the Regular Trustees may be held at a time and
place fixed by resolution of the Regular Trustees. Notice of any in-person
meeting of the Regular Trustees shall be hand delivered or otherwise delivered
in writing (including by facsimile, with a hard copy by overnight courier) not
less than 48 hours before such meeting. Notice of any telephonic meetings of the
Regular 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


                                       33
<PAGE>   39

telephone) of a Regular Trustee at a meeting shall constitute a waiver of notice
of such meeting except where a Regular 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 Regular Trustees may be taken at a meeting
by vote of a majority of the Regular 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
Regular Trustees. Notwithstanding the foregoing, any action which may be taken
at a meeting of the Regular Trustees (or a committee thereof) may be taken
pursuant to a unanimous written consent of the Regular Trustees (or committee
thereof), the execution of such consent to be deemed a waiver by such Regular
Trustee of any prior notice required in connection with such action. In the
event there is only one Regular Trustee, any and all action of such Regular
Trustee shall be evidenced by a written consent of such Regular Trustee.

SECTION 5.11  Delegation of Power.

                  (a)      Any Regular 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 3.8, including any registration statement or amendment
thereto filed with the Commission, or making any other governmental filing; and

                  (b)      the Regular 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 Regular Trustees or otherwise as the Regular Trustees
may deem expedient, to the extent such delegation is not prohibited by
applicable law or contrary to the provisions of the Trust, as set forth herein.

SECTION 5.12  Merger, Conversion, Consolidation or Succession to Business.

                  Any corporation into which the Institutional Trustee or the
Delaware Trustee, as the case may be, may be merged or converted or with which
either may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Institutional Trustee or the Delaware
Trustee, as the case may be, shall be a party, or any corporation succeeding to
all or substantially all the corporate trust business of the Institutional
Trustee or the Delaware Trustee, as the case may be, shall be the successor of
the Institutional Trustee or the Delaware Trustee, as the case may be,
hereunder, provided such corporation shall be otherwise qualified and eligible
under this Article, without the execution or filing of any paper or any further
act on the part of any of the parties hereto.

SECTION 5.13  Appointment of Authenticating Agent.


                                       34
<PAGE>   40

                  The Institutional Trustee may appoint an Authenticating Agent
or Agents, which may include any Affiliate of the Sponsor, with respect to the
Securities which shall be authorized to act on behalf of the Institutional
Trustee to authenticate the Securities issued upon original issue and upon
exchange, registration of transfer or partial redemption thereof or pursuant to
Section 9.2, and Securities so authenticated shall be entitled to the benefits
of this Declaration and shall be valid and obligatory for all purposes as if
authenticated by the Institutional Trustee hereunder. Wherever reference is made
in this Declaration to the authentication and delivery of the Securities by the
Institutional Trustee or the Institutional Trustee's certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Institutional Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Sponsor and shall at all times
be a corporation organized and doing business under the laws of the United
States of America, or of any state or territory or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less than $50,000,000 and subject to supervision or
examination by federal or state authority. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section the combined capital and surplus of such Authenticating Agent
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section,
such Authenticating Agent shall resign immediately in the manner and with the
effect specified in this Section.

                  Any corporation into which an Authenticating Agent may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which such
Authenticating Agent shall be a party, or any corporation succeeding to all or
substantially all of the corporate trust business of an Authenticating Agent
shall be the successor Authenticating Agent hereunder, provided such corporation
shall be otherwise eligible under this Section, without the execution or filing
of any paper or any further act on the part of the Institutional Trustee or the
Authenticating Agent.

                  An Authenticating Agent may resign at any time by giving
written notice thereof to the Institutional Trustee and to the Sponsor. The
Institutional Trustee may at any time terminate the agency of an Authenticating
Agent by giving written notice thereof to such Authenticating Agent and to the
Sponsor. Upon receiving such a notice of resignation or upon such a termination,
or in case at any time such Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, the Institutional Trustee may
appoint a successor Authenticating Agent which shall be acceptable to the
Sponsor and shall give notice of such appointment in the manner provided in
Section 14.1 to all holders of Securities. Any successor Authenticating Agent
upon acceptance of its appointment hereunder shall become vested with all the
rights, powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent. No successor Authenticating Agent
shall be appointed unless eligible under the provision of this Section.


                                       35
<PAGE>   41

                  The Sponsor agrees to pay to each Authenticating Agent from
time to time reasonable compensation for its services under this Section.

                  If an appointment is made pursuant to this Section, the
Securities may have endorsed thereon, in addition to the Institutional Trustee's
certificate of authentication, an alternative certificate of authentication in
the following form:

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

Dated:
                                             -----------------------------------
                                             As Institutional Trustee


                                             By:
                                                --------------------------------
                                              As Authenticating Agent


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

                                   ARTICLE VI

                                  DISTRIBUTIONS

SECTION 6.1  Distributions.

                  Holders shall receive Distributions (as defined herein),
redemption payments and liquidation distributions in accordance with the
applicable terms of the relevant Holder's Securities. Distributions shall be
made on the Preferred Securities and the Common Securities in accordance with
the preferences set forth in their respective terms. If and to the extent that
the Debenture Issuer makes a payment of interest (including Compounded Interest
(as defined in the Indenture) and Additional Sums (as defined in the
Indenture)), premium and/or principal on the Debentures held by the
Institutional Trustee (the amount of any such payment being a "Payment Amount"),
the Institutional Trustee shall and is directed, to the extent funds are
available for that purpose, to make or cause to be made a distribution (a
"Distribution") of the Payment Amount to Holders.

                                  ARTICLE VII

                             ISSUANCE OF SECURITIES

SECTION 7.1  General Provisions Regarding Securities.


                                       36
<PAGE>   42

                  (a)      The Regular Trustees shall on behalf of the Trust
issue one class of preferred securities representing, in fully registered form,
beneficial ownership interests in the assets of the Trust having such terms as
are set forth in Annex I (the "Preferred Securities") and one class of common
securities representing beneficial ownership 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 Preferred Securities and the Common Securities.

                  (b)      The Certificates shall be signed on behalf of the
Trust by a Regular Trustee. Such signature shall be the manual or facsimile
signature of any present or any future Regular Trustee. Typographical and other
minor errors or defects in any such reproduction of any such signature shall not
affect the validity of any certificate. In case any Regular Trustee of the Trust
who shall have signed (either by manual or facsimile signature) any of the
Securities shall cease to be such Regular Trustee before the Certificates so
signed shall be delivered by the Trust, such Certificates nevertheless may be
delivered as though the person who signed such Certificates had not ceased to be
such Regular Trustee; and any Certificate may be signed on behalf of the Trust
by such persons who, at the actual date of execution of such Security, shall be
the Regular Trustees of the Trust, although at the date of the execution and
delivery of the Declaration any such person was not such a Regular Trustee.
Certificates shall be printed, lithographed or engraved or may be produced in
any other manner as is reasonably acceptable to the Regular Trustees, as
evidenced by their execution thereof, and may have such letters, numbers or
other marks of identification or designation and such legends or endorsements as
the Regular Trustees may deem appropriate, or as may be required to comply with
any law or with any rule or regulation of any stock exchange on which Securities
may be listed, or to conform to usage.

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

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

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

SECTION 7.2  Execution and Delivery of Securities Certificates.

                  At the time of delivery of the Securities, the Regular
Trustees shall cause Certificates to be authenticated by the Institutional
Trustee on behalf of the Trust and delivered to or upon the written order of the
Trust, signed by two Regular Trustees without further corporate action by the
Sponsor, in authorized denominations.


                                       37
<PAGE>   43

                  A Security shall not be valid until authenticated by the
manual signature of an authorized officer of the Institutional Trustee. Such
signature shall be conclusive evidence that the Security has been authenticated
under this Declaration. The Institutional Trustee's certificates of
authentication shall be substantially in the form set forth in Exhibits A-1 and
A-2.

SECTION 7.3  Paying Agent.

                  The Paying Agent shall make Distributions to Holders from the
Institutional Trustee Account and shall report the amounts of such Distributions
to the Institutional Trustee and the Regular Trustees. Any Paying Agent shall
have the revocable power to withdraw funds from the Institutional Trustee
Account for the purpose of making the Distributions referred to above. The
Institutional Trustee may revoke such power and remove the Paying Agent in its
sole discretion. The Paying Agent shall initially be Bank One, N.A., and any
co-paying agent chosen by Bank One, N.A., and reasonably acceptable to the
Regular Trustees. Any Person acting as Paying Agent shall be permitted to resign
as Paying Agent upon 30 days' written notice to the Regular Trustees and the
Institutional Trustee. In the event that Bank One, N.A. shall no longer be the
Paying Agent or a successor Paying Agent shall resign or its authority to act be
revoked, the Institutional Trustee shall appoint a successor that is reasonably
acceptable to the Regular Trustees to act as Paying Agent (which shall be a bank
or trust company). Such successor Paying Agent or any additional Paying Agent
shall execute and deliver to the Trustees an instrument in which such successor
Paying Agent or additional Paying Agent shall agree with the Trustees that as
Paying Agent, such successor Paying Agent or additional Paying Agent will hold
all sums, if any, held by it for payment to the Holders in trust for the benefit
of the Holders entitled thereto until such sums shall be paid to such Holders,
will give the Institutional Trustee notice of any default by the Trust (or any
other obligor on the Securities) in the making of any payment on the Securities
and will, at any time during the continuance of any such default, upon the
written request of the Institutional Trustee, forthwith pay to the Institutional
Trustee all sums so held in trust by such Paying Agent. The Paying Agent shall
return all unclaimed funds to the Institutional Trustee and upon removal of a
Paying Agent such Paying Agent shall also return all funds in its possession to
the Institutional Trustee. The provisions of Sections 3.10, 3.11 and 10.4 herein
shall also apply to Bank One, N.A. in its role as Paying Agent, for so long as
Bank One, N.A. shall act as Paying Agent and, to the extent applicable, to any
other Paying Agent appointed hereunder. Any reference in this Declaration to the
Paying Agent shall include any co-paying agent unless the context requires
otherwise.

                                  ARTICLE VIII

                              DISSOLUTION OF TRUST

SECTION 8.1  Dissolution of Trust.

                  (a)      The Trust shall dissolve upon the earliest of:


                                       38
<PAGE>   44

                           (i)      October [      ], 2056;

                           (ii)     upon the bankruptcy of the Sponsor;

                           (iii)    upon the filing of a certificate of
         dissolution or its equivalent with respect to the Sponsor; the filing
         of a certificate of cancellation with respect to the Trust after having
         obtained the consent of a majority in liquidation amount of the
         Securities affected thereby voting together as a single class to file
         such certificate of cancellation or the revocation of the Sponsor's
         charter and the expiration of 90 days after the date of revocation
         without a reinstatement thereof;

                           (iv)     upon the liquidation of the Trust in
         accordance with the terms of the Securities and the distribution of all
         of the Debentures endorsed thereon in exchange for all of the
         Securities;

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

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

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

                  (b)      As soon as is practicable after the occurrence of an
event referred to in Section 8.1(a), the Trustees shall file a certificate of
cancellation with the Secretary of State of the State of Delaware and the Trust
shall terminate.

                  (c)      The provisions of Section 3.10 and Article X shall
survive the dissolution 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 the terms of the Securities. Any transfer or


                                       39
<PAGE>   45

purported transfer of any Security not made in accordance with this Declaration
shall be null and void.

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

                  (c)      Subject to this Article IX, the Debenture Issuer and
any Affiliate may only transfer Common Securities to an Affiliate; provided that
any such transfer shall be subject to the condition that the transferor shall
have obtained (1) either a ruling from the Internal Revenue Service or an
unqualified written opinion addressed to the Trust and delivered to the Trustees
of a nationally recognized independent tax counsel experienced in such matters
to the effect that such transfer will not (i) cause the Trust to be treated as
issuing a class of interests in the Trust differing from the class of interests
represented by the Common Securities originally issued to the Debenture Issuer,
(ii) result in the Trust's acquiring or disposing of, or being deemed to have
acquired or disposed of, an asset, or (iii) result in or cause the Trust to be
treated as anything other than a grantor trust for United States federal income
tax purposes and (2) an unqualified written opinion addressed to the Trust and
delivered to the Trustees of a nationally recognized independent counsel
experienced in such matters that such transfer will not cause the Trust to be an
Investment Company or controlled by an Investment Company.

SECTION 9.2  Transfer of Certificates.

                  The Institutional Trustee shall keep or cause to be kept, at
the office or agency maintained pursuant to Section 9.9, a register or registers
for the purpose of registering Certificates and transfers and exchanges of
Preferred Securities Certificates (the "Securities Register") in which, the
registrar designated by the Institutional Trustee (the "Securities Registrar")
with the reasonable consent of the Regular Trustees, subject to such reasonable
regulations as it may prescribe, shall provide for the registration of Preferred
Securities Certificates and Common Securities Certificates (subject to Section
9.1(c) in the case of the Common Securities Certificates) and registration of
transfers and exchanges of Preferred Securities Certificates, which will be
effected without charge to the Holders as herein provided. Bank One, N.A. shall
be the initial Securities Registrar.

                  Upon surrender for registration of transfer of any Preferred
Securities Certificate at the office or agency maintained pursuant to Section
9.9, the Regular Trustees or any one of them shall execute, and the
Institutional Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Preferred Securities
Certificates in authorized denominations of a like aggregate liquidation amount
dated the date of such authentication.

                  The Preferred Securities Certificates shall be dated the date
of their authentication.

                  The Securities Registrar shall not be required to register the
transfer of (i) any Preferred Securities beginning at the opening of business 15
days before the day of mailing of a notice of redemption and ending at the close
of business on the day of such mailing or (ii) any Preferred Securities selected
for redemption except the unredeemed portion of any Preferred Security


                                       40
<PAGE>   46

being redeemed in part. At the option of a Holder, Preferred Securities
Certificates may be exchanged for other Preferred Securities Certificates in
authorized denominations of the same class and of a like aggregate liquidation
amount upon surrender of the Preferred Securities Certificates to be exchanged
at the office or agency maintained pursuant to Section 9.9.

                  Every Preferred Securities Certificate presented or
surrendered for registration of transfer or exchange shall be accompanied by a
written instrument of transfer in form satisfactory to the Securities Registrar
duly executed by the Holder or his or her attorney duly authorized in writing.
Each Preferred Securities Certificate surrendered for registration of transfer
or exchange shall be cancelled and subsequently disposed of by the Institutional
Trustee in accordance with its customary practice.

                  No service charge shall be made for any registration of
transfer or exchange of Preferred Securities Certificates, but the Securities
Registrar may require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any transfer or
exchange of Preferred Securities Certificates.

                  The provisions of Sections 3.10, 3.11 and 10.4 herein shall
also apply to Bank One, N.A. in its role as Securities Registrar, for so long as
Bank One, N.A. shall act as Securities Registrar.

SECTION 9.3  Deemed Security Holders.

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

SECTION 9.4  Book-Entry Interests.

                  Unless otherwise specified in the terms of the Preferred
Securities, the Preferred Securities Certificates, on original issuance, will be
issued in the form of one or more, fully registered, global Preferred Security
Certificates (each a "Global Certificate"), to be delivered to DTC, the initial
Clearing Agency, or its custodian, by, or on behalf of, the Trust. Such Global
Certificates shall initially be registered on the books and records of the Trust
in the name of Cede & Co., the nominee of DTC, and no Preferred Security
Beneficial Owner will receive a definitive Preferred Security Certificate
representing such Preferred Security Beneficial Owner's interests in such Global
Certificates, except as provided in Section 9.7. Unless and until definitive,
fully registered Preferred Security Certificates (the "Definitive Preferred
Security Certificates") have been issued to the Preferred Security Beneficial
Owners pursuant to Section 9.7:


                                       41
<PAGE>   47

                  (a)      the provisions of this Section 9.4 shall be in full
force and effect;

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

                  (c)      to the extent that the provisions of this Section 9.4
conflict with any other provisions of this Declaration, the provisions of this
Section 9.4 shall control; and

                  (d)      the rights of the Preferred Security Beneficial
Owners shall be exercised only through the Clearing Agency and shall be limited
to those established by law and agreements between such Preferred Security
Beneficial Owners and the Clearing Agency and/or the Clearing Agency
Participants and the Clearing Agency shall receive and transmit payments of
Distributions on the Global Certificates to such Clearing Agency Participants.
DTC will make book-entry transfers among the Clearing Agency Participants and
receive and transmit payments of Distributions on the Global Certificates to
such Clearing Agency Participants; provided, that solely for the purposes of
determining whether the Holders of the requisite amount of Preferred Securities
have voted on any matter provided for in this Declaration, so long as Definitive
Preferred Security Certificates have not been issued, the Trustees 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 Preferred Security Beneficial Owners' votes or assigning the
right to vote on any matter to any other Persons either in whole or in part.

SECTION 9.5  Notices to Clearing Agency.

                  Whenever a notice or other communication to the Preferred
Security Holders is required under this Declaration, unless and until Definitive
Preferred Security Certificates shall have been issued to the Preferred Security
Beneficial Owners pursuant to Section 9.7, the Trustees shall give all such
notices and communications specified herein to be given to the Preferred
Security Holders to the Clearing Agency and, with respect to any Preferred
Security Certificate registered in the name of a Clearing Agency or the nominee
of a Clearing Agency, the Trustees shall, except as set forth herein, have no
notice obligations to the Preferred Security Beneficial Owners.

SECTION 9.6  Appointment of Successor Clearing Agency.

                  If any Clearing Agency elects to discontinue its services as
securities depositary with respect to the Preferred Securities or is no longer
able to properly discharge its functions, the


                                       42
<PAGE>   48

Regular Trustees may, in their sole discretion, appoint a successor Clearing
Agency with respect to such Preferred Securities.

SECTION 9.7 Definitive Preferred Security Certificates.

                  If:

                  (a)      a Clearing Agency elects to discontinue its services
or is no longer able to properly discharge its functions as securities
depositary with respect to the Preferred Securities and a successor Clearing
Agency is not appointed within 90 days after such discontinuance or after the
Regular Trustees become aware of such inability pursuant to Section 9.6; or

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

then:

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

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

SECTION 9.8  Mutilated, Destroyed, Lost or Stolen Certificates.

                  If:

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

                  (b)      there shall be delivered to the Institutional
Trustee, the Securities Registrar and the Regular Trustees such security or
indemnity as may be required by them to keep each of them harmless,


                                       43
<PAGE>   49

then, in the absence of notice that such Certificate shall have been acquired by
a bona fide purchaser, any Regular Trustee on behalf of the Trust shall execute,
and upon any Regular Trustee's request, the Institutional Trustee shall
authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of like denomination.
In connection with the issuance of any new Certificate under this Section 9.8,
the Regular Trustees, Institutional Trustee or Securities Registrar may require
the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection therewith. Any duplicate Certificate issued
pursuant to this Section shall constitute conclusive evidence of an ownership
interest in the relevant Securities, as if originally issued, whether or not the
lost, stolen or destroyed Certificate shall be found at any time.

SECTION 9.9  Maintenance of Office or Agency.

                  The Institutional Trustee shall designate, with the consent of
the Regular Trustees, which consent shall not be unreasonably withheld, an
office or offices or agency or agencies where Preferred Securities Certificates
may be surrendered for registration of transfer or exchange and where notices
and demands to or upon the Trustees in respect of the Securities may be served.
The Corporate Trust Office of Bank One, N.A. is initially designated the office
for such purpose. The Regular Trustees or the Institutional Trustee shall give
prompt written notice to the Sponsor and to the Holders of any change in the
location of the Securities Register or any such office or agency.

                                    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 of the Securities which shall be made solely from assets of the
         Trust; and

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

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


                                       44
<PAGE>   50

                  (c)      Pursuant to Section 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 negligence or willful
misconduct with respect to such acts or omissions.

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

SECTION 10.3  [Reserved].

SECTION 10.4  Indemnification.

                  (a)      (i)      The Debenture Issuer shall indemnify, to the
full extent permitted by law, any Sponsor 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 Sponsor 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 or her 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 Sponsor 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 or her conduct was unlawful.


                                       45
<PAGE>   51
                  (ii)     The Debenture Issuer shall indemnify, to the full
         extent permitted by law, any Sponsor 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 Sponsor
         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
         Sponsor 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)    Any indemnification under paragraphs (i) and (ii) of
         this Section 10.4(a) (unless ordered by a court) shall be made by the
         Debenture Issuer only as authorized in the specific case upon a
         determination that indemnification of the Sponsor Indemnified Person is
         proper in the circumstances because he has met the applicable standard
         of conduct set forth in paragraphs (i) and (ii). Such determination
         shall be made (1) by the Regular Trustees by a majority vote of a
         quorum consisting of such Regular 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 Regular Trustees so
         directs, by independent legal counsel in a written opinion, or (3) by
         the Holder of the Common Securities.

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


                                       46
<PAGE>   52

         Security Holder at the time such determination is made, such Sponsor
         Indemnified Person acted in bad faith or in a manner that such person
         did not believe to be in or not opposed to the best interests of the
         Trust, or, with respect to any criminal proceeding, that such Sponsor
         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 Regular Trustees, independent legal counsel or
         Holder of the Common Securities reasonably determine that such person
         deliberately breached his or her duty to the Trust or its Common or
         Preferred Security Holders.

                  (v)      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 Debenture Issuer or Preferred Security Holders of the
         Trust or otherwise, both as to action in his or her 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 Debenture Issuer and each Sponsor
         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.

                  (vi)     The Debenture Issuer or the Trust may purchase and
         maintain insurance on behalf of any person who is or was a Sponsor
         Indemnified Person against any liability asserted against him and
         incurred by him 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 against such liability under the provisions of
         this Section 10.4(a).

                  (vii)    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 would have with respect to such constituent
         entity if its separate existence had continued.

                  (viii)   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 Sponsor Indemnified Person and shall inure to
         the benefit of the heirs, executors and administrators of such a
         person.


                                       47
<PAGE>   53

         (b)      The Debenture Issuer agrees to indemnify the (i) Institutional
Trustee, (ii) the Delaware Trustee, (iii) any Affiliate of the Institutional
Trustee and the Delaware Trustee, and (iv) any officers, directors,
shareholders, members, partners, employees, representatives, custodians,
nominees or agents of the Institutional Trustee and the Delaware Trustee (each
of the Persons in (i) through (iv) being referred to as a "Fiduciary Indemnified
Person") for, and to hold each Fiduciary Indemnified Person harmless against,
any and all loss, damage, claim or expense including taxes (other than taxes
based on the income of such Fiduciary Indemnified Person) incurred without
negligence or bad faith on its part, arising out of or in connection with the
acceptance or administration or the trust or trusts hereunder, including the
costs and expenses (including reasonable legal fees and expenses) of defending
itself against or investigating any claim or liability in connection with the
exercise or performance of any of its powers or duties hereunder. The provisions
of this Section 10.4(b) shall survive the satisfaction and discharge of this
Declaration or the resignation or removal of the Institutional Trustee or the
Delaware Trustee, as the case may be.

SECTION 10.5      Outside Businesses.

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

SECTION 10.6      Compensation; Fees.

         The Sponsor agrees:

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

         (b)      except as otherwise expressly provided herein, to reimburse
the Trustees upon request for all reasonable expenses, disbursements and
advances incurred or made by the Trustees in accordance with any provision of
this Declaration (including the reasonable compensation and the


                                       48
<PAGE>   54

expenses and disbursements of their respective agents and counsel), except any
such expense, disbursement or advance as may be attributable to their respective
negligence or bad faith.


                                       49
<PAGE>   55

                                   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 Regular
Trustees shall keep, or cause to be kept, full books of account, records and
supporting documents, which shall reflect in reasonable detail, each transaction
of the Trust. The books of account shall be maintained on the accrual method of
accounting, in accordance with generally accepted accounting principles,
consistently applied. The Trust shall use the accrual method of accounting for
United States federal income tax purposes. The books and records of the Trust,
together with a copy of this Declaration and a certified copy of the Certificate
of Trust, or any amendment thereto, shall at all times be maintained at the
principal office of the Trust and shall be open for inspection for any
examination by any Holder or its duly authorized representative for any purpose
reasonably related to its interest in the Trust during normal business hours.

         (b)      The Regular Trustees shall cause to be duly prepared and
delivered to each of the Holders of Securities, 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 Regular Trustees shall
endeavor to deliver all such statements within 30 days after the end of each
Fiscal Year of the Trust.

         (c)      The Regular 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 Regular Trustees on behalf of the Trust with any state or local taxing
authority, such returns to be filed as soon as practicable after the end of each
Fiscal Year of the Trust.

SECTION 11.3      Banking.

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



                                       50
<PAGE>   56

for such accounts shall be designated by the Regular Trustees; provided,
however, that the Institutional Trustee shall designate the signatories for the
Institutional Trustee Account.

SECTION 11.4      Withholding.

         The Trust, the Regular Trustees and the Paying Agent 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 Regular Trustees shall file
required forms with applicable jurisdictions and, unless an exemption from
withholding is properly established by a Holder, shall remit amounts withheld
with respect to the Holder to applicable jurisdictions. To the extent that the
Trust is required to withhold and pay over any amounts to any authority with
respect to distributions or allocations to any Holder, the amount withheld shall
be deemed to be a distribution in the amount of the withholding to the Holder.
In the event of any claimed over-withholding, Holders shall be limited to an
action against the applicable jurisdiction. If the amount required to be
withheld was not withheld from actual Distributions made, the Trust may reduce
subsequent Distributions by the amount of such withholding.


                                  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 be amended only by a
written instrument approved and executed by the Regular Trustees (or, if there
are more than two Regular Trustees a majority of the Regular Trustees); and

                  (i)      if the amendment affects the rights, powers, duties,
         obligations or immunities of the Institutional Trustee, also by the
         Institutional Trustee; and

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

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

                  (i)      unless the Institutional Trustee shall have first
         received:


                                       51
<PAGE>   57

                           (A) an Officer's 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

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

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

                           (B) reduce or otherwise adversely affect the powers
                  of the Institutional 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, any amendment that would adversely affect the rights,
privileges or preferences of any Holder of Securities may be effected only with
such additional requirements as may be set forth in the terms of such
Securities;

         (d)      Section 9.1(c) and this Section 12.1 shall not be amended
without the consent of all of the Holders of the Securities;

         (e)      Article IV 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 of the Securities to:

                  (i)      cure any ambiguity;

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


                                       52
<PAGE>   58

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

                  (iv)     conform to any change in Rule 3a-5 or written change
         in interpretation or application of Rule 3a-5 by any legislative body,
         court, government agency or regulatory authority, which amendment does
         not have a material adverse effect on the right, preferences or
         privileges of the Holders; and

                  (v)      modify, eliminate or add to any provisions of this
         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 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.

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 Regular 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 Preferred
Securities are listed or admitted for trading. The Regular 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 Regular Trustees one or more notices in a
writing stating that the signing Holders of Securities wish to call a meeting
and indicating the general or specific purpose for which the meeting is to be
called. Any Holders of Securities calling a meeting shall specify in writing the
Security Certificates held by the Holders of Securities 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 of
Securities:

                  (i)      notice of any such meeting shall be given to each
         Trustee and all the Holders of Securities 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 of
         Securities is permitted or required under this Declaration or the rules
         of any stock exchange on which the Preferred Securities are listed or
         admitted for trading, such vote, consent or approval may be given at a
         meeting of the Holders of Securities. Any action that may be taken at a
         meeting of the Holders of Securities may be taken without a meeting if
         a consent in writing setting forth the action so taken is signed by the
         Holders of Securities owning not less than the minimum amount of
         Securities in liquidation amount that would be necessary to authorize


                                       53
<PAGE>   59


         or take such action at a meeting at which all Holders of Securities
         having a right to vote thereon were present and voting. Prompt notice
         of the taking of action without a meeting shall be given to the Holders
         of Securities entitled to vote who have not consented in writing. The
         Regular 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 Regular
         Trustees;

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

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


                                  ARTICLE XIII

                        REPRESENTATIONS AND WARRANTIES OF
                   INSTITUTIONAL TRUSTEE AND DELAWARE TRUSTEE

SECTION 13.1      Representations and Warranties of the Institutional Trustee.

         The Trustee that acts as initial Institutional Trustee represents and
warrants to the Trust and to the Sponsor at the date of this Declaration, and
each Successor Institutional Trustee


                                       54
<PAGE>   60

represents and warrants to the Trust and the Sponsor at the time of the
Successor Institutional Trustee's acceptance of its appointment as Institutional
Trustee that:

         (a)      the Institutional Trustee is a national banking association
with trust powers and authority under the laws of the United States to execute
and deliver, and to carry out and perform its obligations under the terms of,
this Declaration;

         (b)      the execution, delivery and performance by the Institutional
Trustee of the Declaration has been duly authorized by all necessary corporate
action on the part of the Institutional Trustee. The Declaration has been duly
executed and delivered by the Institutional Trustee, and it constitutes a legal,
valid and binding obligation of the Institutional Trustee, enforceable against
it in accordance with its terms, subject to applicable bankruptcy,
reorganization, moratorium, insolvency, and other similar laws affecting
creditors' rights generally and to general principles of equity 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 Institutional Trustee does not conflict with or constitute a breach of the
charter or bylaws of the Institutional Trustee;

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

         (e)      it satisfies the qualifications set forth in Section 5.3.

SECTION 13.2      Representations and Warranties of the 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 duly organized, validly existing and
in good standing under the laws of the State of Delaware, 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 Delaware Trustee has authorized the performance of its
obligations under the Certificate of Trust and the Declaration. The Declaration
under Delaware law constitutes a legal, valid and binding obligation of the
Delaware Trustee, enforceable against it in accordance with its terms, subject
to applicable bankruptcy, reorganization, moratorium, insolvency, and other
similar laws affecting creditors' rights generally and to general principles of
equity and the discretion of the court (regardless of whether the enforcement of
such remedies is considered in a proceeding in equity or at law);


                                       55
<PAGE>   61

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

         (d)      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

         (e)      it satisfies the qualifications set forth in Section 5.2.


                                  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, faxed or mailed
by first class mail, as follows:

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

                           SunTrust Capital IV
                           c/o SunTrust Banks, Inc.
                           303 Peachtree Street, N.E.
                           Atlanta, Georgia  30308-3201
                           Attention: Treasurer
                           Fax:  (404) 724-3749

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

                           Bank One Delaware Inc.
                           300 King Street
                           Wilmington, DE  19801
                           Attention:  Michael J. Majchrzak
                           Fax:  (302) 407-1708


                                       56
<PAGE>   62

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

                           Bank One, N.A.
                           One First National Plaza
                           Suite 0126
                           Chicago, Illinois  60670-0126
                           Attention:  Corporate Trust Services Division
                           Fax:  (312) 407-1708

         (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):

                           SunTrust Banks, Inc.
                           303 Peachtree Street, N.E.
                           Atlanta, Georgia  30308-3201
                           Attention:  Treasurer
                           Fax:  (404) 724-3749

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

         A copy of any notice to the Institutional Trustee or the Delaware
Trustee shall also be sent to the Trust. All such notices shall be deemed to
have been given when received in person, faxed 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 interpreted in accordance with the laws of the State of Delaware
and all rights and remedies shall be governed by such laws without regard to
principles of conflict of laws.

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 and not as an
association taxable as a corporation or partnership. The provisions of this
Declaration shall be interpreted to further this intention of the parties.


                                       57
<PAGE>   63

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.

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 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.


                                       58
<PAGE>   64

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


                           -----------------------------------------
                           Raymond D. Fortin, as Regular Trustee


                           -----------------------------------------
                           Donald T. Heroman, as Regular Trustee


                           -----------------------------------------
                           Kenneth R. Houghton, as Regular Trustee


                           BANK ONE DELAWARE INC.,
                           as Delaware Trustee


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


                           BANK ONE, N.A.,
                           as Institutional Trustee


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


                           SUNTRUST BANKS, INC.,
                           as Sponsor



                           By:
                              --------------------------------------
                               Raymond D. Fortin
                               Senior Vice President



                                       59
<PAGE>   65
                                     ANNEX I

                                    TERMS OF
                         FIXED RATE PREFERRED SECURITIES
                          FIXED RATE COMMON SECURITIES

         Pursuant to Section 7.1 of the Amended and Restated Declaration of
Trust, dated as of October [ ], 2001 (as amended from time to time, the
"Declaration"), the designation, rights, privileges, restrictions, preferences
and other terms and provisions of the Preferred Securities and the Common
Securities are set out below (each capitalized term used but not defined herein
has the meaning set forth in the Declaration or, if not defined in such
Declaration, as defined in the Prospectus referred to below):

         1.       Designation and Number.

         (a)      Preferred Securities. Preferred 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 per preferred security, are hereby designated for the purposes of
identification only as "[ ]% Trust Preferred Securities" (the "Preferred
Securities"). The Preferred Security Certificates evidencing the Preferred
Securities shall be substantially in the form of Exhibit A-1 to the Declaration,
with such changes and additions thereto or deletions therefrom as may be
required by ordinary usage, custom or practice or to conform to the rules of any
stock exchange on which the Preferred Securities are listed.

         (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 per common security, are hereby designated for the purposes of
identification only as "[ ]% Common Securities" (the "Common Securities"). The
Common Security 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)      Each Security will be entitled to receive cumulative cash
distributions payable at the rate of [ ]% per annum applied to the stated
liquidation amount of $25 per Security. Distributions in arrears for more than
one quarterly period will bear interest thereon at the rate of [ ]% per annum
compounded quarterly (to the extent permitted by applicable law). The term
"Distributions" as used herein includes such cash distributions and any 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
Institutional Trustee and to the extent the Institutional Trustee has funds
available therefor.


                                      I-1

<PAGE>   66

         "Distribution Period" means each period beginning on, and including,
October [ ], 2001, and ending on, but excluding, the first Distribution Date (as
defined below), and each successive period beginning on, and including, a
Distribution Date and ending on, but excluding, the next succeeding Distribution
Date.

         (b)      Unless otherwise provided by the Institutional Trustee, the
Paying Agent will calculate the amount of distributions payable in respect of
each Distribution Period (the "Distribution Amount"). The Distribution Amount
shall be calculated by (i) applying the distribution rate ]% to the liquidation
amount of each Security outstanding at the commencement of the Distribution
Period, and (ii) on the basis of a 360-day year consisting of twelve 30-day
months and rounding the resulting figure to the nearest cent (with one-half cent
or more being rounded upwards). The determination of the Distribution Amount by
the Paying Agent will (in the absence of willful default, bad faith or manifest
error) be final, conclusive and binding on all concerned.

         (c)      All certificates, communications, opinions, determinations,
calculations, quotations and decisions given, expressed, made or obtained for
the purposes of the provisions relating to the payment and calculation of
Distributions on the Securities, whether by the Institutional Trustee or Paying
Agent, will (in the absence of willful default, bad faith or manifest error) be
binding on the Trust, the Sponsor, the Trustees and all of the holders of the
Preferred Securities, and no liability will (in the absence of willful default,
bad faith or manifest error) attach to the Institutional Trustee or Paying Agent
in connection with the exercise or non-exercise by any of them of their powers,
duties and discretion.

         (d)      Distributions on the Securities will be cumulative, will
accrue from October [ ], 2001, and will be payable quarterly in arrears, on the
[ ]th day of [ ], [ ], [ ] and [ ] of each year, commencing on [ ], 2002 except
as otherwise described below. 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 (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 day other than an interest
payment date for the Debentures or shall extend beyond the date of maturity of
the Debentures. As a consequence of any Extension Period, Distributions will
also be deferred. During any Extension Period, quarterly Distributions will
continue to accrue with interest thereon (to the extent permitted by applicable
law) at a rate of [ ]% per annum compounded quarterly during any such Extension
Period. At the end of the Extension Period, all accrued and unpaid Distributions
(but only to the extent payments are made in respect of the Debentures held by
the Institutional Trustee and to the extent the Institutional Trustee has funds
available therefor) will be payable to the Holders of the Securities in whose
names the Securities are registered in the Security Register on the record date
relating to the Distribution Date on which the Extension Period ends. 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 Period together with all such previous and further
extensions within such Extension Period may not exceed 20 consecutive quarterly
periods or extend beyond the maturity date of the Debentures. Upon the
termination of any Extension Period and the payment of all amounts


                                      I-2
<PAGE>   67

then due, the Debenture Issuer may commence a new Extension Period, subject to
the above requirements.

         (e)      Distributions on the Securities will be payable to the Holders
thereof as they appear on the books and records of the Trust on the relevant
record dates. While the Preferred Securities remain in book-entry only form, the
relevant record dates shall be one Business Day prior to the relevant payment
dates which payment dates correspond to the interest payment dates on the
Debentures. Subject to any applicable laws and regulations and the provisions of
the Declaration, each such payment in respect of the Preferred Securities will
be made as described under the heading "Description of the Preferred Securities
-- Book-Entry Only Issuance -- The Depository Trust Company" in the Prospectus
Supplement dated October [ ], 2001 to the Prospectus dated February 24, 1998
(together, the "Prospectus"), of the Trust included in the Registration
Statement on Form S-3 of the Sponsor, the Trust and certain other business
trusts. The relevant record dates for the Common Securities shall be the same
record date as for the Preferred Securities when the Preferred Securities are
not in book-entry only form. If the Preferred Securities shall not continue to
remain in book-entry only form, the relevant record dates for the Preferred
Securities shall be [ ], [ ], [ ] and [ ], as the case may be. Payments in
respect of Preferred Securities held in certificated form will be made by check
mailed to the Holder entitled thereto. Distributions payable on any Securities
that are not punctually paid on any Distribution payment date, as a result of
the Debenture Issuer having failed to make a payment under the Debentures, will
cease to be payable to the Person in whose name such Securities are registered
on the relevant record date, and such defaulted Distribution will instead be
payable to the Person in whose name such Securities are registered on the
special record date or other specified date determined in accordance with the
Indenture. If any date on which Distributions are payable on the Securities is
not a Business Day, then payment of the Distribution payable on such date will
be made on the next succeeding day that is a Business Day, except that, if such
Business Day is in the next succeeding calendar year, such payment shall be made
on the immediately preceding Business Day, in each case with the same force and
effect as if made on such date (each date on which Distributions are actually
payable, a "Distribution Date").

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

         3.       Liquidation Distribution Upon Dissolution.

         In the event of any voluntary or involuntary dissolution, winding-up or
termination of the Trust, the Holders of the Securities on the date of the
dissolution, winding-up or termination, as the case may be, will be entitled to
receive out of the assets of the Trust available for distribution to Holders of
Securities after satisfaction of liabilities of creditors an amount equal to the
aggregate of the stated liquidation amount of $25 per Security plus accrued and
unpaid Distributions thereon to the date of payment (such amount being the
"Liquidation Distribution"), unless, in connection with such dissolution,
winding-up or termination, Debentures in an aggregate stated principal amount
equal to the aggregate stated liquidation amount of such Securities and bearing
accrued and unpaid

                                      I-3

<PAGE>   68

interest in an amount equal to the accrued and unpaid Distributions on such
Securities shall be distributed on a Pro Rata basis to the Holders of the
Securities in exchange for such Securities.

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

         4.       Redemption and Distribution.

         (a)      Distribution of Securities. Subject to the prior approval of
the Federal Reserve Board if such approval is then required under applicable
law, rules, guidelines or policies of the Federal Reserve Board, the Regular
Trustees at any time shall have the right to dissolve the Trust and, after
satisfaction of the claims of creditors, cause the Debentures held by the
Institutional Trustee having an aggregate principal amount equal to the
aggregate stated liquidation amount of, with an interest rate identical to the
distribution rate of [ ]% per annum of, having accrued on unpaid interest equal
to accrued and unpaid Distributions on, and having the same record date for
payment as, the Securities to be distributed to the Holders of the Securities in
liquidation of such Holders' interests in the trust on a Pro Rata basis.

         On and from the date fixed by the Regular Trustees for any distribution
of Debentures and dissolution of the Trust: (i) the Securities will no longer be
deemed to be outstanding, (ii) The Depository Trust Company (the "Depository")
or its nominee (or any successor Clearing Agency or its nominee), as the record
Holder of the Preferred Securities, will receive a registered global certificate
or certificates representing the Debentures to be delivered upon such
distribution and any certificates representing Securities, except for
certificates representing Preferred Securities held by the Depository or its
nominee (or any successor Clearing Agency or its nominee), will be deemed to
represent beneficial interests in the Debentures having an aggregate principal
amount equal to the aggregate stated liquidation amount of, with an interest
rate identical to the distribution rate of [ ]% per annum of, and accrued and
unpaid interest equal to accrued and unpaid Distributions on, such Securities
until such certificates are presented to the Debenture Issuer or its agent for
transfer or reissue.

         (b)      Redemption -- General. Upon the repayment of the Debentures in
whole or in part, whether at maturity or upon redemption, the proceeds from such
repayment or redemption shall simultaneously be applied to redeem a Like Amount
of Securities at a redemption price of $25 per Security, plus an amount equal to
accrued and unpaid Distributions thereon at the date of the redemption, payable
in cash (the "Redemption Price"). Holders will be given not less than 30 nor
more than 60 days notice of such redemption. If fewer than all the outstanding
Securities are to be so redeemed, the Common Securities and the Preferred
Securities will be redeemed Pro Rata and the Preferred Securities to be redeemed
will be as described in Section 4(f)(ii) below. The Trust may not redeem fewer
than all the outstanding Securities unless all accrued and unpaid Distributions
have been paid on all Securities for all quarterly Distribution periods
terminating on or before the date of redemption.


                                      I-4
<PAGE>   69
         (c)      Optional Redemption After 2006. Subject to the prior approval
of the Federal Reserve Board, if such approval is then required under applicable
law, rules, guidelines or policies, the Debenture Issuer shall have the right to
redeem the Debentures, in whole or in part, from time to time, on or after
October [ ], 2006 and, following any such redemption, a Like Amount of
Securities shall be redeemed by the Trust at the Redemption Price.

         (d)      Tax Event Redemption. Subject to the prior approval of the
Federal Reserve Board, if such approval is then required under applicable law,
rules, guidelines or policies, if at any time a Tax Event shall occur and be
continuing, the Debenture Issuer shall have the right to redeem the Debentures,
in whole, but not in part, for cash within 90 days following the occurrence of
such Tax Event (or, if the approval of the Federal Reserve Board is then
required for such redemption, on such later date as promptly practicable after
such approval is obtained) and, following such redemption, all of the Securities
shall be redeemed by the Trust at the Redemption Price.

         (e)      Capital Treatment Event Redemption. Subject to the prior
approval of the Federal Reserve Board, if such approval is then required under
applicable law, rules, guidelines or policies, if at any time a Capital
Treatment Event shall occur and be continuing, the Debenture Issuer shall have
the right to redeem the Debentures, in whole, but not in part, for cash within
90 days following the occurrence of such Capital Treatment Event (or, if the
approval of the Federal Reserve Board is then required for such redemption, on
such later date as promptly as practicable after such approval is obtained) and,
following such redemption, all of the Securities shall be redeemed by the Trust
at the Redemption Price.

         (f)      Procedure. The procedure with respect to redemptions and
distributions of Debentures 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(f)(i), a
    Redemption/Distribution Notice shall be deemed to be given on the day such
    notice is first mailed by first-class mail, postage prepaid, to Holders of
    Securities. Each Redemption/Distribution Notice shall be addressed to the
    Holders of Securities 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)     All notices of redemption shall state:

                  (a)      the redemption date;

                  (b)      the Redemption Price;

                                      I-5

<PAGE>   70


                  (c)      the CUSIP number;

                  (d)      if fewer than all the outstanding Securities are to
         be redeemed, the identification and the total liquidation amount of the
         particular Securities to be redeemed; and

                  (e)      that on the redemption date the Redemption Price will
         become due and payable upon each such Security to be redeemed and that
         Distributions thereon will cease to accrue on and after said date.

         (iii)    In the event that fewer than all the outstanding Securities
    are to be redeemed, the Securities to be redeemed shall be redeemed Pro Rata
    from each Holder of Preferred Securities, it being understood that, in
    respect of Preferred Securities registered in the name of and held of record
    by the Depository 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 each Clearing Agency Participant (or Person on whose behalf
    such nominee holds such securities) in accordance with the procedures
    applied by such agency or nominee.

         (iv)     If Securities are to be redeemed and the Trust gives a
    Redemption/Distribution Notice, which notice may only be issued if the
    Debentures are to be redeemed as set out in this Section 4 (which notice
    will be irrevocable), then (A) while the Preferred Securities are in
    book-entry only form, with respect to the Preferred Securities, by 12:00
    noon, New York, New York time, on the redemption date, provided that by 10
    a.m. New York, New York time, on that date the Debenture Issuer has paid the
    Institutional Trustee or other holder of the Institutional Trustee Account a
    sufficient amount of cash in connection with the related redemption or
    maturity of the Debentures, the Institutional Trustee or the Paying Agent
    will deposit irrevocably with the Depository or its nominee (or successor
    Clearing Agency or its nominee) funds sufficient to pay the applicable
    Redemption Price with respect to the Preferred Securities and will give the
    Depository irrevocable instructions and authority to pay the Redemption
    Price to the Holders of the Preferred Securities, and (B) with respect to
    Preferred Securities issued in definitive form and Common Securities,
    provided that the Debenture Issuer has paid the Institutional Trustee or the
    holder of the Institutional Trustee Account a sufficient amount of cash in
    connection with the related redemption or maturity of the Debentures, the
    Institutional Trustee or the Paying Agent will pay the relevant Redemption
    Price to the Holders of such Securities by check mailed to the address of
    the relevant Holder appearing on the books and records of the Trust on the
    redemption date. If a Redemption/Distribution Notice shall have been given
    and funds deposited as required, if applicable, then on and after the
    redemption date, Distributions will cease to accrue on the Securities so
    called for redemption and all rights of Holders of such Securities so called
    for redemption will cease, except the right of the Holders of such
    Securities to receive the Redemption Price, but without interest on such
    Redemption Price. Neither the Regular Trustees nor the Trust shall be
    required to register or cause to be registered the transfer of (i) any
    Securities beginning on the opening of business 15 days before the day of
    mailing of a notice of redemption and ending at the close of business on the
    day of such mailing or (ii) any Securities selected for redemption except
    the unredeemed portion of any


                                      I-6



<PAGE>   71

    Security being redeemed in part. 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) except that, if such Business Day falls in the next calendar
    year, such payment will be made on the immediately preceding Business Day,
    in each case with the same force and effect as if made on such date fixed
    for redemption. If payment of the Redemption Price in respect of any
    Securities is improperly withheld or refused and not paid either by the
    Institutional Trustee or by the Sponsor as guarantor pursuant to the
    relevant Securities Guarantee, Distributions on such Securities will
    continue to accrue 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 Regular
    Trustees on behalf of the Trust (A) in respect of the Preferred Securities,
    to the Depository or its nominee (or any successor Clearing Agency or its
    nominee) if the Global Certificates have been issued or, if Definitive
    Preferred Security Certificates have been issued, to the Holder thereof, and
    (B) in respect of the Common Securities, to the Holder thereof.

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

         (vii)    Upon presentation of any Security redeemed in part only, the
    Regular Trustee on behalf of the Trust shall execute and the Institutional
    Trustee shall authenticate and deliver to the Holder thereof a new Security
    in aggregate liquidation amount equal to the unredeemed portion of the
    Security so presented and having the same original issue date, stated
    maturity and terms.

         (g)      Investment Company Event Redemption. Subject to the prior
approval of the Federal Reserve Board, if such approval is then required under
applicable law, rules, guidelines or policies, if at any time a Investment
Company Event shall occur and be continuing, the Debenture Issuer shall have the
right to redeem the Debentures, in whole, but not in part, for cash within 90
days following the occurrence of such Investment Company Event (or, if the
approval of the Federal Reserve Board is then required for such redemption, on
such later date as promptly practicable after such approval is obtained) and,
following such redemption, all of the Securities shall be redeemed by the Trust
at the Redemption Price.

         5.       Voting Rights - Preferred Securities.

         (a)      Except as provided under Sections 5(b) and 7 and as otherwise
required by law and the Declaration, the Holders of the Preferred Securities
will have no voting rights.


                                      I-7

<PAGE>   72



         (b)      Subject to the requirements set forth in this paragraph and
Section 2.6(a) of the Declaration, the Holders of a majority in aggregate
liquidation amount of the Preferred Securities, voting separately as a class may
direct the time, method, and place of conducting any proceeding for any remedy
available to the Institutional Trustee, or exercising any trust or power
conferred upon the Institutional Trustee under the Declaration, including the
right to direct the Institutional Trustee, as holder of the Debentures, to (i)
exercise the remedies available under the Indenture to holders of the
Debentures, including the right to direct the time method and place of
conducting any proceeding for any remedy available to the Debt Trustee, or
exercising any trust or power conferred on the Debt Trustee with respect to the
Debentures, (ii) waive any past default and its consequences that is waivable
under Section 5.08 of the Base Indenture, (iii) exercise any right to rescind or
annul a declaration that the principal of all the Debentures shall be due and
payable, or (iv) consent to any amendment, modification or termination of the
Indenture or the Debentures where such consent of the holders of the Debentures
would be required, provided, however, that, where a consent under the Indenture
would require the consent or act of the Holders of greater than a majority of
the Holders in principal amount of Debentures affected thereby (a "Super
Majority"), the Institutional Trustee may give such consent or take such action
only at the written direction of the Holders of at least the proportion in
liquidation amount of the Preferred Securities which the relevant Super Majority
represents of the aggregate principal amount of the Debentures outstanding. The
Institutional Trustee shall not revoke any action previously authorized or
approved by a vote of the Holders of the Preferred Securities. Other than with
respect to directing the time, method and place of conducting any remedy
available to the Institutional Trustee or the Debt Trustee as set forth above,
the Institutional Trustee shall not take any action in accordance with the
directions of the Holders of the Preferred Securities under this paragraph
unless the Institutional Trustee has obtained an opinion of nationally
recognized independent tax counsel experienced in such matters to the effect
that for the purposes of United States federal income tax the Trust will not be
classified as other than a grantor trust on account of such action. If a
Declaration Event of Default has occurred and is continuing and such event is
attributable to the failure of the Debenture Issuer to pay interest or principal
on the Debentures on the date such interest or principal is otherwise payable
(or in the case of redemption, on the redemption date), then a holder of
Preferred Securities may directly institute a proceeding for enforcement of
payment to such Holder of the principal of or interest on the Debentures having
a principal amount equal to the aggregate liquidation amount of the Preferred
Securities of such holder (a "Direct Action") on or after the respective due
date specified in the Debentures. In connection with such Direct Action, the
rights of the holders of the Common Securities Holder will be subrogated to the
rights of such holder of Preferred Securities to the extent of any payment made
by the Debenture Issuer to such holder of Preferred Securities in such Direct
Action. Except as provided in the preceding sentences, the Holders of Preferred
Securities will not be able to exercise directly any other remedy available to
the holders of the Debentures. Any amount payable pursuant to the Declaration to
any Holder of a Preferred Security shall be reduced by the amount of any
corresponding payment such Holder has directly received pursuant to such Direct
Action.

         Any approval or direction of Holders of Preferred Securities may be
given at a separate meeting of Holders of Preferred Securities convened for such
purpose, at a meeting of all of the Holders of Securities in the Trust or
pursuant to written consent. The Regular Trustees will cause a notice of any
meeting at which Holders of Preferred Securities are entitled to vote, or of any


                                      I-8

<PAGE>   73

matter upon which action by written consent of such Holders is to be taken, to
be mailed to each Holder of record of Preferred 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 Preferred Securities will be
required for the Trust to redeem and cancel Preferred Securities or to
distribute the Debentures in accordance with the Declaration and the terms of
the Securities.

         Notwithstanding that Holders of Preferred Securities are entitled to
give, make or take requests, demands, authorizations, directions, notices,
consents, waivers or other actions under any of the circumstances described in
this Declaration, any of the Preferred Securities that are owned by the Sponsor
or any Affiliate of the Sponsor shall not be entitled to give, make or take any
such action and shall, for purposes of such action, be treated as if they were
not outstanding, except that (a) in determining whether any Trustee shall be
protected in relying on any such request, demand, authorization, direction,
notice, consent or waiver, only Securities that a Responsible Officer of such
Trustee actually knows to be so owned shall be so disregarded and (b) the
foregoing shall not apply at any time when all of the outstanding Securities are
owned by the Sponsor or any Affiliate.

         Any request, demand, authorization, direction, notice, consent, waiver
or other action provided or permitted by this Declaration to be given, made or
taken by Holders of Preferred Securities may be embodied in and evidenced by one
or more instruments of substantially similar tenor signed by such Holders in
person or by an agent duly appointed in writing; and, except as otherwise
expressly provided herein, such action shall become effective when such
instrument or instruments are delivered to the Institutional Trustee. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Declaration and (subject to Section 3.10 of the Declaration) conclusive in favor
of the Trustees, if made in the manner provided herein.

         The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
a signer acting in a capacity other than his or her individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his or her
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any
other manner which any Trustee receiving the same deems sufficient.

         The ownership of Preferred Securities shall be proved by the Securities
Register.


                                      I-9

<PAGE>   74


         Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Preferred Security shall bind every future
Holder of the same Preferred Security and the Holder of every Preferred Security
issued upon the registration of transfer thereof or in exchange therefor or in
lieu thereof in respect of anything done, omitted or suffered to be done by the
Trustees or the Trust in reliance thereon, whether or not notation of such
action is made upon such Preferred Security.

         Without limiting the foregoing, a Holder entitled hereunder to take any
action hereunder with regard to any particular Preferred Security may do so with
regard to all or any part of the liquidation amount of such Preferred Security
or by one or more duly appointed agents each of which may do so pursuant to such
appointment with regard to all or any part of such liquidation amount.

         If any dispute shall arise between the Holders of Preferred Securities
and Trustees or among such Holders or Trustees with respect to the authenticity,
validity or binding nature of any request, demand, authorization, direction,
consent, waiver or other Act of such Holder or Trustee hereunder, then the
determination of such matter by the Institutional Trustee shall be conclusive
with respect to such matter.

         6.       Voting Rights - Common Securities.

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

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

         (c)      Subject to Section 2.6 of the Declaration and only after the
Event of Default with respect to the Preferred Securities has been cured,
waived, or otherwise eliminated and subject to the requirements of the second to
last sentence of this paragraph, the Holders of a Majority in liquidation amount
of the Common Securities, voting separately as a class, may direct the time,
method and place of conducting any proceeding for any remedy available to the
Institutional Trustee, or exercising any trust or power conferred upon the
Institutional Trustee under the Declaration, including (i) directing the time,
method and place of conducting any proceeding for any remedy available to the
Debt Trustee, or exercising any trust or power conferred on the Debt Trustee
with respect to the Debentures, (ii) waive any past default and its consequences
that is waivable under Section 5.08 of the Base Indenture, (iii) exercise any
right to rescind or annul a declaration that the principal of all the Debentures
shall be due and payable, or (iv) consent to any amendment, modification or
termination of the Indenture or the Debentures where such consent of the holders
of the Debentures would be required, provided that, where a consent or action
under the Indenture would require the consent or act of the Holders of a Super
Majority, the Institutional Trustee may give such consent or take such action
only at the written direction of the Holders of at least the proportion in
liquidation amount of the Common Securities which the relevant Super Majority
represents of the aggregate principal amount of the Debentures outstanding.
Pursuant to this Section


                                      I-10

<PAGE>   75


6(c), the Institutional Trustee shall not revoke any action previously
authorized or approved by a vote of the Holders of the Preferred Securities.
Other than with respect to directing the time, method and place of conducting
any remedy available to the Institutional Trustee or the Debt Trustee as set
forth above, the Institutional Trustee shall not take any action in accordance
with the directions of the Holders of the Common Securities under this paragraph
unless the Institutional Trustee has obtained an opinion of nationally
recognized independent tax counsel experienced in such matters to the effect
that for the purposes of United States Federal income tax the Trust will not be
classified as other than a grantor trust on account of such action. If the
Institutional Trustee fails to enforce its rights under the Declaration, any
Holder of Common Securities may institute a legal proceeding directly against
any Person to enforce the Institutional Trustee's rights under the Declaration,
without first instituting a legal proceeding against the Institutional Trustee
or any other Person.

         Any approval or direction of Holders of 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 Regular 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.

         Any request, demand, authorization, direction, notice, consent, waiver
or other action provided or permitted by this Declaration to be given, made or
taken by Holders of Common Securities may be embodied in and evidenced by one or
more instruments of substantially similar tenor signed by such Holders or in
person or by an agent duly appointed in writing, and except as otherwise
expressly provided herein, such action shall become effective when such
instrument or instruments are delivered to the Institutional Trustee. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Declaration and (subject to Section 3.10 of the Declaration) conclusive in favor
of the Trustees, if made in the manner provided herein.

         The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
a signer acting in a capacity other than his or her individual capacity, such
certificate


                                      I-11

<PAGE>   76


or affidavit shall also constitute sufficient proof of his or her authority. The
fact and date of the execution of any such instrument or writing, or the
authority of the Person executing the same, may also be proved in any other
manner which any Trustee receiving the same deems sufficient.

         The ownership of Common Securities shall be proved by the Securities
Register.

         Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Common Security shall bind every future Holder
of the same Common Security and the Holder of every Common Security issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done, omitted or suffered to be done by the Trustees or
the Trust in reliance thereon, whether or not notation of such action is made
upon Common Security.

         Without limiting the foregoing, a Holder entitled hereunder to take any
action hereunder with regard to any particular Common Security may do so with
regard to all or any part of the liquidation amount of such Common Security or
by one or more duly appointed agents each of which may do so pursuant to such
appointment with regard to all or any part of such liquidation amount.

         If any dispute shall arise between the Holders of Common Securities and
the Trustees or among such Holders or Trustees with respect to the authenticity,
validity or binding nature of any request, demand, authorization, direction,
consent, waiver or other Act of such Holder or Trustee hereunder, then the
determination of such matter by the Institutional Trustee shall be conclusive
with respect to such matter.

         7.       Amendments to Declaration and Indenture.

         (a)      In addition to any requirements under Section 12.1 of the
Declaration, if any proposed amendment to the Declaration provides for, or the
Regular Trustees otherwise propose to effect, (i) any amendment that would
adversely affect the rights, privileges or preferences of any Holder of the
Securities, whether by way of amendment to the Declaration or otherwise, or (ii)
the dissolution, winding-up or termination of the Trust, other than as described
in Section 8.1 of the Declaration, then the Holders of Securities, voting
together as a single class, will be entitled to vote on such amendment or
proposal (but not on any other amendment or proposal) and such amendment or
proposal shall not be effective except with the approval of the Holders of at
least a Majority in liquidation amount of the Securities, affected thereby;
provided, however, that if any amendment or proposal referred to in clause (i)
above would adversely affect only the Preferred Securities or only the Common
Securities, then only the affected class will be entitled to vote on such
amendment or proposal and such amendment or proposal shall not be effective
except with the approval of a Majority in liquidation amount of such class of
Securities.

         (b)      In the event the consent of the Institutional Trustee as the
holder of the Debentures is required under the Indenture with respect to any
amendment, modification or termination of the Indenture or the Debentures, the
Institutional Trustee shall request the written direction of the Holders of the
Securities with respect to such amendment, modification or termination and shall
vote with respect to such amendment, modification or termination as directed by
a Majority in


                                      I-12

<PAGE>   77



liquidation amount of the Securities voting together as a single class;
provided, however, that where a consent under the Indenture would require the
consent of the holders of a Super Majority, the Institutional Trustee may give
such consent only at the direction of the Holders of at least the proportion in
liquidation amount of the Securities which the relevant Super Majority
represents of the aggregate principal amount of the Debentures outstanding;
provided, further, that the Institutional Trustee shall not take any action in
accordance with the directions of the Holders of the Securities under this
Section 7(b) unless the Institutional Trustee has obtained an opinion of
nationally recognized independent tax counsel experienced in such matters to the
effect that for the purposes of United States federal income tax the Trust will
not be classified as other than a grantor trust on account of such action.

         8.       Pro Rata.

         A reference in these terms of the Securities to any payment,
distribution or treatment as being "Pro Rata" shall mean pro rata to each Holder
of Securities according to the aggregate liquidation amount of the Securities
held by the relevant Holder in relation to the aggregate liquidation amount of
all Securities outstanding unless, in relation to a payment, an Event of Default
under 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
Preferred Securities pro rata according to the aggregate liquidation amount of
Preferred Securities held by the relevant Holder relative to the aggregate
liquidation amount of all Preferred Securities outstanding, and only after
satisfaction of all amounts owed to the Holders of the Preferred Securities, to
each Holder of Common Securities pro rata according to the aggregate liquidation
amount of Common Securities held by the relevant Holder relative to the
aggregate liquidation amount of all Common Securities outstanding. In any such
proration the Trust may make such adjustments as may be appropriate in order
that only Securities in authorized denominations shall be redeemed.

         9.       Ranking.

         The Preferred 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 the rights
of Holders of the Common Securities to payment in respect of Distributions and
payments upon liquidation, redemption and otherwise are subordinated to the
rights to payment of the Holders of the Preferred Securities.

         10.      Acceptance of Securities Guarantee and Indenture.

         Each Holder of Preferred Securities and Common Securities, by the
acceptance thereof, agrees to the provisions of the Preferred Securities
Guarantee and the Common Securities Guarantee, respectively, including the
subordination provisions therein and to the provisions of the Indenture.

         11.      No Preemptive Rights.

         The Holders of the Securities shall have no preemptive rights to
subscribe for any additional securities.


                                      I-13

<PAGE>   78


         12.      Miscellaneous.

         These terms constitute a part of the Declaration.

         The Sponsor will provide a copy of the Declaration, the Preferred
Securities Guarantee or the Common Securities Guarantee (as may be appropriate),
and the Indenture to a Holder without charge on written request to the Sponsor
at its principal place of business.


                                      I-14


<PAGE>   79



                                   EXHIBIT A-1

                     FORM OF PREFERRED SECURITY CERTIFICATE

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

         Unless this Preferred Security is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York, New
York) to the Trust or its agent for registration of transfer, exchange or
payment, and any Preferred Security issued is registered in the name of Cede &
Co. or such other name as requested by an authorized representative of The
Depository Trust Company and any payment hereon is made to Cede & Co., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS
WRONGFUL since the registered owner hereof, Cede & Co., has an interest
herein.](1)

         THIS SECURITY IS NOT A SAVINGS ACCOUNT, DEPOSIT ACCOUNT OR OTHER
OBLIGATION OF ANY BANK OR A NONBANK SUBSIDIARY THEREOF, AND IS NOT INSURED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND OR ANY OTHER
GOVERNMENTAL AGENCY.


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

(1)   Insert in Global Certificates Only


                                      A1-1


<PAGE>   80


Certificate Number                                Number of Preferred Securities

                                                            CUSIP NO.


                   Certificate Evidencing Preferred Securities

                                       of

                               SUNTRUST CAPITAL IV


                         [ ]% Trust Preferred Securities
                      (liquidation amount $25 per Security)

         SUNTRUST CAPITAL IV, a statutory business trust formed under the laws
of the State of Delaware (the "Trust"), hereby certifies that Cede & Co. (the
"Holder") is the registered owner of ______________ (____________) preferred
securities of the Trust representing beneficial ownership interests in the
assets of the Trust designated the [ ] % Trust Preferred Securities (liquidation
amount $25 per Security) (the "Preferred Securities"). The Preferred 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 Preferred Securities
represented hereby are issued and shall in all respects be subject to the
provisions of the Amended and Restated Declaration of Trust of the Trust dated
as of October [__], 2001, as the same may be amended from time to time (the
"Declaration"), including the designation of the terms of the Preferred
Securities as set forth in Annex I to the Declaration. Capitalized terms used
herein but not defined shall have the meaning given them in the Declaration. The
Holder is entitled to the benefits of the Preferred Securities Guarantee to the
extent provided therein. The Sponsor will provide a copy of the Declaration, the
Preferred Securities Guarantee and the 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.



                                      A1-2


<PAGE>   81


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

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


                                    SUNTRUST CAPITAL IV


                                    By:
                                       ---------------------------------------
                                       Name:
                                       Regular Trustee



         This certificate represents the Preferred Securities referred to in the
within-mentioned Declaration.


Dated:


BANK ONE, N.A.,
  as Institutional Trustee


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


                                      A1-3



<PAGE>   82


                          [FORM OF REVERSE OF SECURITY]


         Each Preferred Security will be entitled to receive cumulative
Distributions at a rate of [ ]% per annum applied to the stated liquidation
amount of $25 per Preferred Security. Distributions in arrears for more than one
quarter will bear interest thereon compounded quarterly at a rate of [ ]% per
annum (to the extent permitted by applicable law). The term "Distributions" as
used herein includes such cash distributions and any 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 Institutional Trustee
and to the extent the Institutional Trustee has funds available therefor. The
Distribution Amount payable for each Distribution Period will be calculated as
provided in the Declaration.

         Except as otherwise described below, distributions on the Preferred
Securities will be cumulative, will accrue from October [ ], 2001 and will be
payable quarterly in arrears on the [ ]th day of [ ], [ ], [ ] and [ ] of each
year, commencing on [ ], 2002 to the Holders thereof as they appear on the books
and records of the Trust on the relevant record dates. While the Preferred
Securities remain in book-entry only form, the relevant record dates shall be
one Business Day prior to the relevant payment dates. If the Preferred
Securities shall not continue to remain in book-entry only form, the relevant
record dates for the Preferred Securities shall be [ ], [ ], [ ] and [ ], as the
case may be. The Debenture Issuer has the right under the Indenture to defer
payments of interest on the Debentures by extending the interest payment period
at any time and from time to time for a period not exceeding 20 consecutive
quarterly periods (each an "Extension Period"), provided that no Extension
Period shall end on a day other than an interest payment date for the Debentures
or shall extend beyond the date of the maturity of the Debentures. As a
consequence of any Extension Period, Distributions will also be deferred. During
any Extension Period, quarterly Distributions will continue to accrue with
interest thereon (to the extent permitted by applicable law) at a rate of [ ]%
per annum, compounded quarterly during any such Extension Period. At the end of
the Extension Period, all accrued and unpaid Distributions (but only to the
extent payments are made in respect of the Debentures held by the Institutional
Trustee and to the extent the Institutional Trustee has funds available
therefor) will be payable to the Holders of the Securities in whose names the
Securities are registered in the Security Register on the record date relating
to the Distribution Date on which the Extension Period ends. 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 Period together with all such previous and further extensions
within such Extension Period may not exceed 20 consecutive quarterly periods 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.

         Subject to the prior approval of the Federal Reserve Board if such
approval is then required under applicable law, rules, guidelines or policies of
the Federal Reserve Board, the Regular Trustees shall have the right at any time
to dissolve and liquidate the Trust and cause the Debentures to be distributed
to the holders of the Securities in liquidation of the Trust.

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


                                      A1-4


<PAGE>   83



                                   ASSIGNMENT

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

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

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

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

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

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

--------------------------------------------------------------------------------
                    (Insert address and zip code of assignee)

and irrevocably appoints

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

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

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

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

Date:
      -----------------------
Signature:
          -----------------------------------------------

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

Signature Guarantee**:
                       ---------------------------------------------------------

**       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 and
         Exchange Act of 1934, as amended.


<PAGE>   84


                                   EXHIBIT A-2

                       FORM OF COMMON SECURITY CERTIFICATE

                      THIS CERTIFICATE IS NOT TRANSFERABLE

THIS SECURITY IS NOT A SAVINGS ACCOUNT, DEPOSIT OR OTHER OBLIGATION OF ANY BANK
OR A NONBANK SUBSIDIARY THEREOF, AND IS NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE BANK INSURANCE FUND OR ANY OTHER GOVERNMENTAL AGENCY.

Certificate Number                                  Number of Common Securities


                    Certificate Evidencing Common Securities

                                       of

                               SUNTRUST CAPITAL IV


                             [ ]% Common Securities
                  (liquidation amount $25 per Common Security)


         SUNTRUST CAPITAL IV, a statutory business trust formed under the laws
of the State of Delaware (the "Trust"), hereby certifies that SunTrust Banks,
Inc. (the "Holder") is the registered owner of __________________ (______)
common securities of the Trust representing beneficial ownership interests in
the assets of the Trust designated the [ ]% Common Securities (liquidation
amount $25 per Common Security) (the "Common Securities"). The Common Securities
are not transferable. 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 Trust of the Trust dated as of October [ ],
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 herein but not defined shall
have the meaning given them in the Declaration. The Holder is entitled to the
benefits of the Common Securities Guarantee to the extent provided therein. The
Sponsor will provide a copy of the Declaration, the Common Securities Guarantee
and the Indenture to a Holder without charge upon written request to the Sponsor
at its principal place of business.

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


                                      A2-1

<PAGE>   85



         By acceptance, 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 October, 2001.


                                   SUNTRUST CAPITAL IV


                                   By:
                                      ----------------------------------------
                                      Raymond D. Fortin
                                      Regular Trustee


                          CERTIFICATE OF AUTHENTICATION


         This certificate represents the Common Securities referred to in the
within-mentioned Declaration.


Dated:


BANK ONE, N.A.,
  as Institutional Trustee


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



                                      A2-2


<PAGE>   86


                          [FORM OF REVERSE OF SECURITY]

         Each Common Security will be entitled to receive cumulative
Distributions at a rate of [ ]% per annum applied to the stated liquidation
amount of $25 per Common Security. Distributions in arrears for more than one
quarter will bear interest thereon compounded quarterly at a rate of [ ]% per
annum (to the extent permitted by applicable law). The term "Distributions" as
used herein includes such cash distributions and any 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 Institutional Trustee
and to the extent the Institutional Trustee has funds available therefor. The
Distribution Amount payable for each Distribution Period will be calculated as
provided in the Declaration.

         Except as otherwise described below, distributions on the Common
Securities will be cumulative, will accrue from October [ ], 2001 and will be
payable quarterly in arrears on the [ ]th day of [ ], [ ], [ ] and [ ] of each
year, commencing on [ ], 2002 to Holders of record on [ ], [ ], [ ] or [ ], as
the case may be. The Debenture Issuer has the right under the Indenture to defer
payments of interest on the Debentures by extending the interest payment period
at any time and from time to time for a period not exceeding 20 consecutive
quarterly periods (each an "Extension Period"), provided that no Extension
Period shall end on a day other than an interest payment date for the Debentures
or shall extend beyond the date of the maturity of the Debentures. As a
consequence of any Extension Period, quarterly Distributions will also be
deferred. During any Extension Period, quarterly Distributions will continue to
accrue with interest thereon (to the extent permitted by applicable law) at a
rate of [ ]% per annum compounded quarterly during any such Extension Period. At
the end of the Extension Period, all accrued and unpaid Distributions (but only
to the extent payments are made in respect of the Debentures held by the
Institutional Trustee and to the extent the Institutional Trustee has funds
available therefor) will be payable to the Holders of the Securities in whose
names the Securities are registered in the Security Register on the record date
relating to the Distribution Date on which the Extension Period ends. 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 Period together with all such previous and further
extensions within such Extension Period may not exceed 20 consecutive quarterly
periods 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.

         Subject to the prior approval of the Federal Reserve Board if such
approval is then required under applicable law, rules, guidelines or policies of
the Federal Reserve Board, the Regular Trustees shall have the right at any time
to dissolve and liquidate the Trust and cause the Debentures to be distributed
to the holders of the Securities in liquidation of the Trust.

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



                                      A2-3