<PAGE>
 
                                                                     EXHIBIT 4.8
================================================================================



                        AMENDED AND RESTATED DECLARATION

                                    OF TRUST


                           First USA Capital Trust I


                         Dated as of December 20, 1996



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

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

                              ARTICLE II
                          TRUST INDENTURE ACT

SECTION 2.1    Trust Indenture Act; Application................... 10
SECTION 2.2    Lists of Holders of Securities..................... 10
SECTION 2.3    Reports by the Property Trustee.................... 11
SECTION 2.4    Periodic Reports to Property Trustee............... 11
SECTION 2.5    Evidence of Compliance with Conditions Precedent... 11
SECTION 2.6    Events of Default; Waiver.......................... 11
SECTION 2.7    Event of Default; Notice........................... 13

                              ARTICLE III
                             ORGANIZATION

SECTION 3.1    Name............................................... 14
SECTION 3.2    Office............................................. 14
SECTION 3.3    Purpose............................................ 14
SECTION 3.4    Authority.......................................... 14
SECTION 3.5    Title to Property of the Trust..................... 15
SECTION 3.6    Powers and Duties of the Administrative Trustees... 15
SECTION 3.7    Prohibition of Actions by the Trust and the
               Trustees........................................... 18
SECTION 3.8    Powers and Duties of the Property Trustee.......... 19
SECTION 3.9    Certain Duties and Responsibilities of the Prop-
               erty Trustee....................................... 22
SECTION 3.10   Certain Rights of Property Trustee................. 24
SECTION 3.11   Delaware Trustee................................... 26
SECTION 3.12   Execution of Documents............................. 26
SECTION 3.13   Not Responsible for Recitals or Issuance of Secu-
               rities............................................. 27
SECTION 3.14   Duration of Trust.................................. 27
SECTION 3.15   Mergers............................................ 27

                              ARTICLE IV
                                SPONSOR

SECTION 4.1    Sponsor's Purchase of Common Securities............ 29
SECTION 4.2    Responsibilities of the Sponsor.................... 29
SECTION 4.3    Right to Proceed................................... 30

                                       i
<PAGE>
 
                                                                 Page
                                                                 ----
                               ARTICLE V
                               TRUSTEES

SECTION 5.1    Number of Trustees: Appointment of Co-Trustee...... 30
SECTION 5.2    Delaware Trustee................................... 31
SECTION 5.3    Property Trustee; Eligibility...................... 31
SECTION 5.4    Certain Qualifications of Administrative Trustees
               and Delaware Trustee Generally..................... 32
SECTION 5.5    Administrative Trustees............................ 32
SECTION 5.6    Delaware Trustee................................... 33
SECTION 5.7    Appointment, Removal and Resignation of Trustees... 33
SECTION 5.8    Vacancies among Trustees........................... 35
SECTION 5.9    Effect of Vacancies................................ 35
SECTION 5.10   Meetings........................................... 35
SECTION 5.11   Delegation of Power................................ 36
Section 5.12   Merger, Conversion, Consolidation or Succession
               to Business........................................ 36

                              ARTICLE VI
                             DISTRIBUTIONS

SECTION 6.1    Distributions...................................... 37

                              ARTICLE VII
                        ISSUANCE OF SECURITIES

SECTION 7.1    General Provisions Regarding Securities............ 37
SECTION 7.2    Execution and Authentication....................... 38
SECTION 7.3    Form and Dating.................................... 39
SECTION 7.4    Registrar, Paying Agent and Exchange Agent......... 41
SECTION 7.5    Paying Agent to Hold Money in Trust................ 41
SECTION 7.6    Replacement Securities............................. 42
SECTION 7.7    Outstanding Capital Securities..................... 42
SECTION 7.8    Capital Securities in Treasury..................... 42
SECTION 7.9    Temporary Securities............................... 43
SECTION 7.10   Cancellation....................................... 44
SECTION 7.11   CUSIP Numbers...................................... 44

                             ARTICLE VIII
                         TERMINATION OF TRUST

SECTION 8.1    Termination of Trust............................... 44

                              ARTICLE IX
                         TRANSFER OF INTERESTS

SECTION 9.1    Transfer of Securities............................. 46
SECTION 9.2    Transfer Procedures and Restrictions............... 46
SECTION 9.3    Deemed Security Holders............................ 55
SECTION 9.4    Book Entry Interests............................... 55

                                       ii
<PAGE>
 
                                                                Page
                                                                ----
SECTION 9.5    Notices to Clearing Agency......................... 56
SECTION 9.6    Appointment of Successor Clearing Agency........... 56

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

SECTION 10.1   Liability.......................................... 56
SECTION 10.2   Exculpation........................................ 57
SECTION 10.3   Fiduciary Duty..................................... 57
SECTION 10.4   Indemnification.................................... 58
SECTION 10.5   Outside Businesses................................. 62

                              ARTICLE XI
                              ACCOUNTING

SECTION 11.1   Fiscal Year........................................ 62
SECTION 11.2   Certain Accounting Matters......................... 62
SECTION 11.3   Banking............................................ 63
SECTION 11.4   Withholding........................................ 63

                              ARTICLE XII
                        AMENDMENTS AND MEETINGS

SECTION 12.1   Amendments......................................... 64
SECTION 12.2   Meetings of the Holders; Action by Written Con-
               sent............................................... 66

                             ARTICLE XIII
                  REPRESENTATIONS OF PROPERTY TRUSTEE
                         AND DELAWARE TRUSTEE

SECTION 13.1   Representations and Warranties of Property Trust-
               ee................................................. 68
SECTION 13.2   Representations and Warranties of Delaware Trust-
               ee................................................. 68

                              ARTICLE XIV
                          REGISTRATION RIGHTS

SECTION 14.1   Registration Rights Agreement; Liquidated Dam-
               ages............................................... 69

                              ARTICLE XV
                             MISCELLANEOUS

SECTION 15.1   Notices............................................ 72
SECTION 15.2   Governing Law...................................... 73
SECTION 15.3   Intention of the Parties........................... 73
SECTION 15.4   Headings........................................... 73

                                      iii
<PAGE>
 
                                                                 Page
                                                                 ----
SECTION 15.5   Successors and Assigns............................. 73
SECTION 15.6   Partial Enforceability............................. 74
SECTION 15.7   Counterparts....................................... 74


ANNEX I        TERMS OF SECURITIES................................I-1
EXHIBIT A-1    FORM OF CAPITAL SECURITY CERTIFICATE............. A1-1
EXHIBIT A-2    FORM OF COMMON SECURITY CERTIFICATE.............. A2-1
EXHIBIT B      SPECIMEN OF DEBENTURE..............................B-1
EXHIBIT C      PURCHASE AGREEMENT.................................C-1

                                       iv
<PAGE>
 
                              AMENDED AND RESTATED
                              DECLARATION OF TRUST
                                       OF
                           FIRST USA CAPITAL TRUST I

                               December 20, 1996


          AMENDED AND RESTATED DECLARATION OF TRUST ("Declaration") dated and
effective as of December 20, 1996, by the Trustees (as defined herein), the
Sponsor (as defined herein) and by the holders, from time to time, of undivided
beneficial interests in the Trust to be issued pursuant to this Declaration;

          WHEREAS, the Trustees and the Sponsor established First USA Capital
Trust I (the "Trust"), a trust formed under the Delaware Business Trust Act
pursuant to a Declaration of Trust dated as of December 11, 1996 (the "Original
Declaration"), and a Certificate of Trust filed with the Secretary of State of
the State of Delaware on December 11, 1996, for the sole purpose of issuing and
selling certain securities representing undivided beneficial interests in the
assets of the Trust and investing the proceeds thereof in certain Debentures of
the Debenture Issuer (each as hereinafter defined);

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

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

          NOW, THEREFORE, it being the intention of the parties hereto to
continue the Trust as a business trust under the Business Trust Act and that
this Declaration constitute the governing instrument of such business trust,
the Trustees declare that all assets contributed to the Trust will be held in
trust for the benefit of the holders, from time to time, of the securities
representing undivided beneficial interests in the assets of the Trust issued
hereunder, subject to the provisions of this Declaration.
<PAGE>
 
                                   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;

     (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.

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

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

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

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

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

          "Business Day" means any day other than a Saturday or a Sunday or a
           ------------                                                      
day on which banking institutions in The City of New
<PAGE>
 
York or Wilmington, Delaware are authorized or required by law or executive
order to close.

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

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

          "Capital Securities" means, collectively, the Series A Capital
           ------------------                                           
Securities and the Series B Capital Securities.

          "Capital Securities Guarantee" means, collectively, the Series A
           ----------------------------                                   
Capital Securities Guarantee and the Series B Capital Securities Guarantee.

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

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

          "Closing Time" means the "Closing Time" under the Purchase Agreement.
           ------------                                                         

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

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

          "Common Securities" has the meaning specified in Section 7.1(a).
           -----------------                                              
<PAGE>
 
          "Common Securities Guarantee" means the guarantee agreement dated as
           ---------------------------                                        
of December 20, 1996 of the Sponsor in respect of the Common Securities.

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

          "Corporate Trust Office" means the office of the Property Trustee at
           ----------------------                                             
which the corporate trust business of the Property Trustee shall, at any
particular time, be principally administered, which office at the date of
execution of this Agreement is located at 101 Barclay Street, 21 West, New York,
New York 10286.

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

          "Debenture Issuer" means First USA, Inc., a Delaware corporation, or
           ----------------                                                   
any successor entity resulting from any consolidation, amalgamation, merger or
other business combination, in its capacity as issuer of the Debentures under
the Indenture.

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

          "Debentures" means, collectively, the Series A Debentures and the
           ----------                                                       
Series B Debentures.

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

          "Definitive Capital Securities" shall have the meaning set forth in
           -----------------------------                                     
Section 7.3(c).

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

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

          "Distribution" means a distribution payable to Holders in accordance
           ------------                                                       
with Section 6.1.
<PAGE>
 
          "DTC" means The Depository Trust Company, the initial Clearing Agency.
           ---                                                                  

          "Event of Default" in respect of the Securities means an Event of
           ----------------                                                
Default (as defined in the Indenture) that 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.

          "Exchange Agent" has the meaning set forth in Section 7.4.
           --------------                                           

          "Exchange Offer" means the offer that may be made pursuant to the
           --------------                                                  
Registration Rights Agreement (i) by the Trust to exchange Series B Capital
Securities for Series A Capital Securities and (ii) by the Debenture Issuer to
exchange Series B Debentures for Series A Debentures and the Series B Capital
Securities Guarantee for the Series A Capital Securities Guarantee.

          "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).

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

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

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

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

          "Indenture" means the Indenture dated as of December 20, 1996, among
           ---------                                                          
the Debenture Issuer and The Bank of New York, as amended from time to time.

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

          "Majority in liquidation amount" means, with respect to the Trust
           ------------------------------                                  
Securities, except as provided in the terms of the Capital Securities or by the
Trust Indenture Act, Holder(s) of outstanding Trust Securities voting together
as a single class or, as the context may require, Holders of outstanding Capital
Securities or Holders of outstanding Common Securities voting separately as a
class, 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.

          "Ministerial Action" has the meaning set forth in Annex I hereto.
           ------------------                                              

          "Offering Memorandum" has the meaning set forth in Section 3.6(b).
           -------------------                                              

          "Officers' Certificate" means, with respect to any Person, a
           ---------------------                                      
certificate signed by the Chairman, a Vice Chairman, the Chief Executive
Officer, the President, a Vice President, the Comptroller, the Secretary or an
Assistant Secretary, or the Secretary or an Assistant Secretary of such Person.
Any Officers' Certificate delivered with respect to compliance with a condition
or covenant provided for in this Declaration shall include:

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

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

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

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

          "Opinion of Counsel" shall mean a written opinion of counsel, who may
           ------------------                                                  
be an employee of the Sponsor, and who shall be acceptable to the Property
Trustee.
<PAGE>
 
          "Paying Agent" has the meaning specified in Section 7.4.
           ------------                                           

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

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

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

          "Purchase Agreement" means the Purchase Agreement for the initial
           ------------------                                              
offering and sale of Capital Securities in the form of Exhibit C.

          "QIBs" shall mean qualified institutional buyers as defined in Rule
           ----                                                              
144A.

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

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

          "Registration Rights Agreement" means the Registration Rights
           -----------------------------                               
Agreement dated as of December 20, 1996, by and among the Trust, the Debenture
Issuer and the Initial Purchasers named therein, as amended from time to time.
 
          "Registration Statement" has the meaning set forth in the Registration
           ----------------------                                               
Rights Agreement.

          "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, with respect to the Property Trustee, any
           -------------------                                                  
officer within the Corporate Trust Office of the Property Trustee, including any
vice-president, any assis tant vice-president, any assistant secretary, the
treasurer, any assistant treasurer or other officer of the Corporate Trust
Office of the Property Trustee customarily performing functions similar to those
performed by any of the above designated offi cers and also means, with respect
to a particular corporate trust matter, any other officer to whom such matter is
referred because of that officer's knowledge of and familiarity with the particu
lar subject.
<PAGE>
 
          "Restricted Definitive Capital Securities" has the meaning set forth
           ----------------------------------------                           
in Section 7.3(c).

          "Restricted Capital Security" means a Capital Security required by
           ---------------------------                                      
Section 9.2 to contain a Restricted Securities Legend.

          "Restricted Securities Legend" has the meaning set forth in Section
           ----------------------------                                      
9.2.

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

          "Rule 144" means Rule 144 under the Securities Act, as such rule may
           --------                                                           
be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission.

          "Rule 144A" means Rule 144A under the Securities Act, as such rule may
           ---------                                                            
be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission.

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

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

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

          "Series A Capital Securities" has the meaning specified in Section
           ---------------------------                                      
7.1(a).

          "Series B Capital Securities" has the meaning specified in Section
           ---------------------------                                      
7.1(a).

          "Series A Capital Securities Guarantee" means the guarantee agreement
           -------------------------------------                               
dated as of December 20, 1996 of Sponsor in respect of the Series A Capital
Securities.

          "Series B Capital Securities Guarantee" means the guarantee agreement
           -------------------------------------                               
to be entered in connection with the Exchange Offer by the Sponsor in respect of
the Series B Capital Securities.

          "Series A Debentures" means the Series A 9.33% Junior Subordinated
           -------------------                                              
Deferrable Interest Debentures due January 15, 2027 of the Debenture Issuer
issued pursuant to the Indenture.

          "Series B Debentures" means the Series B 9.33% Junior Subordinated
           -------------------                                              
Deferrable Interest Debentures due January 15, 2027 of the Debenture Issuer
issued pursuant to the Indenture.
<PAGE>
 
          "Special Event" has the meaning set forth in Annex I hereto.
           -------------                                              

          "Sponsor" means First USA, Inc., a Delaware corporation, or any
           -------                                                        
successor entity resulting from any merger, consolidation, amalgamation or other
business combination, in its capacity as sponsor of the Trust.

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

          "10% in liquidation amount" means, with respect to the Trust
           -------------------------                                  
Securities, except as provided in the terms of the Capital Securities or by the
Trust Indenture Act, Holder(s) of outstanding Trust Securities voting together
as a single class or, as the context may require, Holders of outstanding Capital
Securities or Holders of outstanding Common Securities voting separately as a
class, 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.

          "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).

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

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

          "Unrestricted Global Capital Security" has the meaning set forth in
           ------------------------------------                              
Section 9.2(b).
<PAGE>
 
                                  ARTICLE II
                              TRUST INDENTURE ACT

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

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

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

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

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

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

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

          (b) The Property Trustee shall comply with its obligations under
(S)(S) 311(a), 311(b) and 312(b) of the Trust Indenture Act.
<PAGE>
 
SECTION 2.3  Reports by the Property Trustee.
             ------------------------------- 

          Within 60 days after December 15 of each year, commencing December
15, 1997, the Property Trustee shall provide to the Holders of the Capital
Securities such reports as are required by (S) 313 of the Trust Indenture Act,
if any, in the form and in the manner provided by (S) 313 of the Trust Indenture
Act.  The Property Trustee shall also comply with the requirements of 
(S) 313(d) of the Trust Indenture Act.

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

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

SECTION 2.5  Evidence of Compliance with Conditions Prece dent.
             ------------------------------------------------- 

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

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

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

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

     (ii)  requires the consent or vote of greater than a majority in aggregate
           principal amount of the holders of the Debentures (a "Super
           Majority") to be waived under the Indenture, the Event of Default
           under the Declaration may only be waived by the vote of the Holders
           of at least the proportion in aggregate liquidation amount of the
           Capital Securities that the relevant Super Majority represents of the
           aggregate principal amount of the Debentures outstanding.
<PAGE>
 
The foregoing provisions of this Section 2.6(a) shall be in lieu of (S)
316(a)(1)(B) of the Trust Indenture Act and such (S) 316(a)(1)(B) of the Trust
Indenture Act is hereby expressly excluded from this Declaration and the
Securities, as permitted by the Trust Indenture Act.  Upon such waiver, any such
default shall cease to exist, and any Event of Default with respect to the
Capital Securities arising therefrom shall be deemed to have been cured, for
every purpose of this Declaration, but no such waiver shall extend to any
subsequent or other default or an Event of Default with respect to the Capital
Securities or impair any right consequent thereon.  Any waiver by the Holders of
the Capital Securities of an Event of Default with respect to the Capital
Securities shall also be deemed to constitute a waiver by the Holders of the
Common Securities of any such Event of Default with respect to the Common
Securities for all purposes of this Declaration without any further act, vote,
or consent of the Holders of the Common Securities.

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

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

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

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

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

SECTION 2.7  Event of Default; Notice.
             ------------------------ 

          (a) The Property Trustee shall, within 90 days after the occurrence of
an Event of Default, transmit by mail, first class postage prepaid, to the
Holders of all defaults with respect to the Securities actually known to a
Responsible Officer of the Property Trustee, 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, the Property Trustee shall be protected in
withholding such notice if and so long as a Responsible Officer of the Property
Trustee in good faith determines that the withholding of such notice is in the
interests of the Holders.

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

     (i)  a default under Sections 5.01(a) and 5.01(b) of the Indenture; or

     (ii) any default as to which the Property Trustee shall have received
          written notice or of which a Responsible Officer of the Property
          Trustee charged with the administration of the Declaration shall have
          actual knowledge.
<PAGE>
 
          (c) Within five Business Days after the occurrence of any Event of
Default actually known to the Property Trustee, the Property Trustee shall
transmit notice of such Event of Default to the holders of the Capital
Securities, the Administrative Trustees and the Sponsor, unless such Event of
Default shall have been cured or waived.  The Sponsor and the Administrative
Trustees shall file annually with the Property Trustee a cer tification as to
whether or not they are in compliance with all the conditions and covenants
applicable to them under this Declaration.


                                  ARTICLE III
                                  ORGANIZATION

SECTION 3.1  Name.
             ---- 

          The Trust is named "First USA Capital Trust I" as such name may be
modified from time to time by the Administrative 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
Administrative Trustees.

SECTION 3.2  Office.
             ------ 

          The address of the principal office of the Trust is c/o First USA,
Inc., 1601 Elm Street, 47th Floor, Dallas, Texas 75201.  On ten Business Days
written notice to the Holders of Securities, the Administrative Trustees may
designate another principal office.

SECTION 3.3  Purpose.
             ------- 

          The exclusive purposes and functions of the Trust are (a) to issue and
sell Securities, (b) use the proceeds from the sale of the Securities to acquire
the Debentures, and (c) except as otherwise limited herein, to engage in only
those other activities necessary, advisable or incidental thereto.  The Trust
shall not borrow money, issue debt or reinvest proceeds derived from
investments, mortgage or pledge any of its assets, or otherwise undertake (or
permit to be undertaken) any activity that would cause the Trust not to be
classified for United States federal income tax purposes as a grantor trust.

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

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

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

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

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

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

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

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

     (i) prepare and execute, if necessary, an offering memorandum (the
         "Offering Memorandum") in preliminary and final form prepared by the
         Sponsor, in relation to the offering and sale of Series A Capital
         Securities to qualified institutional buyers in reliance on Rule 144A
         under the Securities Act and to institutional "accredited investors"
         (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities
         Act), and to execute and file with the Commission, at such time as
         determined by the Sponsor, any Registration Statement, including any
         amendments thereto, as contemplated by the Registration Rights
         Agreement;
<PAGE>
 
     (ii) execute and file any documents prepared by the Sponsor, or take any
          acts as determined by the Sponsor to be necessary in order to qualify
          or register all or part of the Capital Securities in any State in
          which the Sponsor has determined to qualify or register such Capital
          Securities for sale;

    (iii) at the direction of the Sponsor, execute and file an application,
          prepared by the Sponsor, to the New York Stock Exchange or any other
          national stock exchange or the Nasdaq Stock Market's National Market
          for listing or quotation of the Capital Securities;

     (iv) to execute and deliver letters, documents, or instruments with DTC and
          other Clearing Agencies relating to the Capital Securities;

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

     (vi) execute and enter into the Purchase Agreement and the Registration
          Rights Agreement providing for the sale of the Capital Securities;

          (c) to acquire the Series A Debentures with the proceeds of the sale
of the Series A Capital Securities and the Common Securities and to exchange the
Series A Debentures for a like principal amount of Series B Debentures, pursuant
to the Exchange Offer; provided, however, that the Administrative Trustees shall
                       --------  -------                                        
cause legal title to the Debentures to be held of record in the name of the
Property Trustee for the benefit of the Holders;

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

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

          (f) to take all actions and perform such duties as may be required of
the Administrative Trustees pursuant to the terms of the Securities;
<PAGE>
 
          (g) to bring or defend, pay, collect, compromise, arbitrate, resort to
legal action, or otherwise adjust claims or demands of or against the Trust
("Legal Action"), unless pursuant to Section 3.8(e), the Property Trustee has
the exclusive power to bring such Legal Action;

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

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

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

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

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

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

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

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

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

    (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.

          (q) to take all action necessary to consummate the Exchange Offer or
otherwise cause the Capital Securities to be registered pursuant to an effective
registration statement in accordance with the provisions of the Registration
Rights Agreement.

          (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 Administrative Trustees, on behalf of
the Trust.

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

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

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

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

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

     (i) invest any proceeds received by the Trust from holding the Debentures,
         but shall distribute all such proceeds to Holders pursuant to the
         terms of this Declaration and of the Securities;
<PAGE>
 
    (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; or
 
   (vii) other than as provided in this Declaration or Annex I, (A) direct the
         time, method and place of conducting any proceeding with respect to any
         remedy available to the Debenture Trustee, or exercising any trust or
         power conferred upon the Debenture Trustee with respect to the Deben
         tures, (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
         tax 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 3.8  Powers and Duties of the Property Trustee.
             ----------------------------------------- 

          (a) The legal title to the Debentures shall be owned by and held of
record in the name of the Property Trustee in trust for the benefit of the
Holders.  The right, title and interest of the Property Trustee to the
Debentures shall vest automatically in each Person who may hereafter be
appointed as Property Trustee in accordance with Section 5.7.  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 Property Trustee shall not transfer its right, title and
interest in the Debentures to the Administrative Trustees or to the Delaware
Trustee (if the Property Trustee does not also act as Delaware Trustee).
<PAGE>
 
           (c)  The Property Trustee shall:

     (i) establish and maintain a segregated non-interest bearing trust account
(the "Property Trustee Account") in the name of and under the exclusive control
of the Property Trustee on behalf of the Holders and, upon the receipt of
payments of funds made in respect of the Debentures held by the Property
Trustee, deposit such funds into the Property Trustee Account and make payments
to the Holders of the Capital Securities and Holders of the Common Securities
from the Property Trustee Account in accordance with Section 6.1.  Funds in the
Property Trustee Account shall be held uninvested until disbursed in accordance
with this Declaration.  The Property Trustee Account shall be an account that is
maintained with a banking institution the rating on whose long-term unsecured
indebtedness is at least equal to the rating assigned to the Capital Securities
by a "nationally recognized statistical rating organization", as that term is
defined for purposes of Rule 436(g)(2) under the Securities Act;

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

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

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

          (e) Subject to Section 3.9(a), the Property Trustee shall take any
Legal Action which arises out of or in connection with an Event of Default of
which a Responsible Officer of the Property Trustee has actual knowledge or the
Property Trustee's duties and obligations under this Declaration or the Trust
Indenture Act and if such Property Trustee shall have failed to take such Legal
Action, the Holders of the Capital Securities may take such Legal Action, to the
same extent as if such Holders of Capital Securities held an aggregate principal
amount of Debentures equal to the aggregate liquidation amount of such Capital
Securities, without first proceeding against the Property 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 the
principal of or premium, if any, or interest on the Debentures on the date such
<PAGE>
 
principal, premium, if any, or interest is otherwise payable (or in the case of
redemption, on the redemption date), then a Holder of Capital Securities may
directly institute a proceeding for enforcement of payment to such Holder of
the principal of or premium, if any, or interest on the Debentures having a
principal amount equal to the aggregate liquidation amount of the Capital
Securities of such Holder (a "Direct Action") on or after the respective due
date specified in the Debentures.  In connection with such Direct Action, the
rights of the Holders of the Common Securities will be subrogated to the rights
of such Holder of Capital Securities to the extent of any payment made by the
Debenture Issuer to such Holder of Capital Securities in such Direct Action.
Except as provided in the preceding sentences, the Holders of Capital Securities
will not be able to exercise directly any other remedy available to the holders
of the Debentures.

           (f) The Property Trustee shall not resign as a Trustee unless either:

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

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

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

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

          (i) For such time as the Property Trustee is the Paying Agent, the
Property Trustee may authorize one or more Persons to act as additional Paying
Agents and to pay Distributions, redemption payments or liquidation payments on
behalf of the Trust with respect to all securities and any such Paying Agent
shall comply with (S) 317(b) of the Trust Indenture Act.  Any such additional
Paying Agent may be removed by the Property Trustee at any time the Property
Trustee remains as Paying Agent and a successor Paying Agent or additional
Paying Agents may be (but are not required to be) appointed at any time by the
Property Trustee.
<PAGE>
 
          (j) Subject to this Section 3.8, the Property Trustee shall have none
of the duties, liabilities, powers or the authority of the Administrative
Trustees set forth in Section 3.6.

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

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

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

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

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

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

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

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

     (iv) no provision of this Declaration shall require the Property Trustee to
expend or risk its own funds or otherwise incur personal financial 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 Property Trustee
against such risk or liability is not reasonably assured to it;

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

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

     (vii) the Property Trustee shall not be liable for any interest on any
money received by it except as it may other-
<PAGE>
 
wise agree in writing with the Sponsor.  Money held by the Property Trustee need
not be segregated from other funds held by it except in relation to the Property
Trustee Account maintained by the Property Trustee pursuant to Section
3.8(c)(i) and except to the extent otherwise required by law; and

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

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

           (a) Subject to the provisions of Section 3.9:

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

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

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

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

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

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

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

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

     (ix) any action taken by the Property Trustee or its agents hereunder shall
bind the Trust and the Holders of the Securities, and the signature of the
Property Trustee or its agents alone shall be sufficient and effective to
perform any such action and no third party shall be required to inquire as to
the authority of the Property Trustee to so act or as to its compliance with any
of the terms and provisions of this Declaration, both of which shall be 
conclusively evidenced by the Property Trustee's or its agent's taking such 
action;
<PAGE>
 
          (x) whenever in the administration of this Declaration the Property
Trustee shall deem it desirable to receive instructions with respect to
enforcing any remedy or right or taking any other action hereunder, the Property
Trustee (i) may request instructions from the Holders which instructions may
only be given by the Holders of the same proportion in liquidation amount of
the Securities as would be entitled to direct the Property Trustee under the
terms of the Securities in respect of such remedy, right or action, (ii) may
refrain from enforcing such remedy or right or taking such other action until
such instructions are received, and (iii) shall be protected in conclusively
relying on or acting in or accordance with such instructions;

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

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

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

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

          Notwithstanding any other provision of this Declaration other than
Section 5.2, the Delaware Trustee shall not be entitled to exercise any powers,
nor shall the Delaware Trustee have any of the duties and responsibilities of
the Administrative Trustees or the Property Trustee 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
(S)3807 of the Business Trust Act.

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

          Unless otherwise determined by the Administrative Trustees, and except
as otherwise required by the Business Trust Act, a majority of the
Administrative Trustees or, if there are
<PAGE>
 
only two, any Administrative Trustee or, if there is only one, such
Administrative Trustee is authorized to execute on behalf of the Trust any
documents that the Administrative Trustees have the power and authority to
execute pursuant to Section 3.6; provided that, the registration statement
                                 -------- ----                            
referred to in Section 3.6(b)(i), including any amendments thereto, shall be
signed by all of the Administrative Trustees.

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

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

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

          The Trust, unless terminated pursuant to the provisions of Article
VIII hereof, shall have existence up to January 15, 2028.

SECTION 3.15    Mergers.
                ------- 

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

          (b) The Trust may, at the request of the Sponsor, with the consent of
the Administrative Trustees or, if there are more than two, a majority of the
Administrative Trustees and without the consent of the Holders, the Delaware
Trustee or the Property Trustee, merge with or into, consolidate, amalgamate, or
be replaced by, or convey, transfer or lease its properties and assets as an
entirety or substantially as an entirety to, a trust organized as such under the
laws of any State; provided that:
                   -------- ---- 

     (i) such successor entity (the "Successor Entity") either:

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

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

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

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

     (iv) such merger, consolidation, amalgamation, replacement, conveyance,
transfer or lease does not cause the Capital 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 (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 an
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 (including any Successor
     Securities) in any material respect (other than with respect to any
     dilution of the Holders' interest in the new entity); and

           (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

     (viii) the Sponsor or any permitted successor or assignee owns all of the
common securities of such Successor Entity and guarantees the obligations of
such Successor Entity under the Successor Securities at least to the extent
<PAGE>
 
provided by the Capital Securities Guarantee and the Common Securities
Guarantee.

          (c) Notwithstanding Section 3.15(b), the Trust shall not, except with
the consent of Holders of 100% in liquidation amount of the Securities,
consolidate, amalgamate, merge with or into, or be replaced by, or convey,
transfer or lease its properties and assets as an entirety or 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 not to be classified as a grantor trust for United
States federal income tax purposes.


                                   ARTICLE IV
                                    SPONSOR

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

          At the Closing Time, the Sponsor will purchase all of the Common
Securities then issued by the Trust, in an amount at least equal to 3% of the
capital of the Trust, at the same time as the Series A Capital Securities are
issued and sold.  In addition, upon any later Date of Delivery (as defined in
the Purchase Agreement) the Sponsor will purchase such additional number of
Common Securities as provided in the Common Stock Subscription Agreement dated
as of December 20, 1996 between the Sponsor and the Trust.

SECTION 4.2  Responsibilities of the Sponsor.
             ------------------------------- 

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

          (a) to prepare the Offering Memorandum and to prepare for filing by
the Trust with the Commission any Registration Statement, including any
amendments thereto as contemplated by the Registration Rights Agreement;

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

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

          (e) to negotiate the terms of the Purchase Agreement and the
Registration Rights Agreement providing for the sale of the Capital Securities.

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

          The Sponsor acknowledges the rights of the Holders of Capital
Securities, in the event that a failure of the Trust to pay Distributions on the
Capital Securities is attributable to the failure of the Company to pay interest
or principal on the Debentures, to institute a proceeding directly against the
Debenture Issuer for enforcement of its payment obligations on the Debentures.


                                   ARTICLE V
                                    TRUSTEES

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

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

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

          (b) after the issuance of any Securities, the number of Trustees may
be increased or decreased by vote of the Holders of a majority in liquidation
amount of the Common Securities voting as a class at a meeting of the Holders of
the Common Securities;

provided, however, that, the number of Trustees shall in no event be less than
--------  -------                                                             
two (2); provided further that (1) one Trustee, in the case of a natural person,
         -------- -------                                                       
shall be a person who is a resident of the State of Delaware or that, if not a
natural person, is an entity which has its principal place of business in the
State of Delaware (the "Delaware Trustee"); (2) there shall be at least one
Trustee who is an employee or officer of, or is affiliated with the Sponsor (an
"Administrative Trustee"); and (3) one
<PAGE>
 
Trustee shall be the Property Trustee for so long as this Declaration is
required to qualify as an indenture under the Trust Indenture Act, and such
Trustee may also serve as Delaware Trustee if it meets the applicable
requirements.  Notwithstanding the above, unless an Event of Default shall have
occurred and be continuing, at any time or times, for the purpose of meeting the
legal requirements of the Trust Indenture Act or of any jurisdiction in which
any part of the Trust's property may at the time be located, the Holders of a
Majority in liquidation amount of the Common Securities acting as a class at a
meeting of the Holders of the Common Securities, and the Administrative Trustees
shall have power to appoint one or more persons either to act as a co-trustee,
jointly with the Property Trustee, of all or any part of the Trust's property,
or to act as separate trustee of any such property, in either case with such
powers as may be provided in the instrument of appointment, and to vest in such
person or persons in such capacity any property, title, right or power deemed
necessary or desirable, subject to the provisions of this Declaration.  In case
an Event of Default has occurred and is continuing, the Property Trustee alone
shall have power to make any such appointment of a co-trustee.

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

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

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

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

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

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

     (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
<PAGE>
 
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 Property Trustee shall cease to be eligible to
so act under Section 5.3(a), the Property Trustee shall immediately resign in
the manner and with the effect set forth in Section 5.7(c).

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

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

           (e) The initial Property Trustee shall be:

                The Bank of New York
                101 Barclay Street
                New York, New York 10286
                Attention:        Corporate Trust Trustee
                    Administration

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

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

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

           The initial Administrative Trustees shall be:
<PAGE>
 
                    Jack M. Antonini
                    Peter W. Atwater
                    Philip E. Taken

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

          (b) Unless otherwise determined by the Administrative Trustees, and
except as otherwise required by the Business Trust Act or applicable law, any
Administrative Trustee is authorized to execute on behalf of the Trust any
documents which the Administrative Trustees have the power and authority to
cause the Trust to execute pursuant to Section 3.6, provided, that, the
                                                    --------  ----     
registration statement referred to in Section 3.6, including any amendments
thereto, shall be signed by all of the Administrative Trustees; and

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

SECTION 5.6  Delaware Trustee.
             ---------------- 

           The initial Delaware Trustee shall be:

           The Bank of New York (Delaware)
           23 White Clay Center
           Route 273
           Newark, Delaware 19711

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:

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

     (ii) unless an Event of Default shall have occurred and be continuing after
the issuance of any Securities, by vote of the Holders of a Majority in
liquidation amount of the Common Securities voting as a class at a meeting of
the Holders of the Common Securities; and
<PAGE>
 
          (iii)  if an Event of Default shall have occurred and be continuing
after the issuance of the Securities, with respect to the Property Trustee or
the Delaware Trustee, by vote of Holders of a Majority in liquidation amount of
the Capital Securities voting as a class at a meeting of Holders of the Capital
Securities.

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

     (ii) the Trustee that acts as Delaware Trustee shall not be removed in
accordance with this 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 Administrative Trustees and the Sponsor.

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

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

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

           (B) until the assets of the Trust have been completely liquidated and
     the proceeds thereof distributed to the holders of the 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.
<PAGE>
 
          (d) The Holders of the Common Securities shall use their best efforts
to promptly appoint a Successor Delaware Trustee or Successor Property Trustee,
as the case may be, if the Property Trustee or the Delaware Trustee delivers an
instrument of resignation in accordance with this Section 5.7.

          (e) If no Successor Property 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 Property Trustee or Delaware Trustee resigning or being removed, as
applicable, may petition any court of competent jurisdiction for ap pointment of
a Successor Property Trustee or Successor Delaware Trustee. Such court may
thereupon, after prescribing such notice, if any, as it may deem proper and
prescribe, appoint a Successor Property Trustee or Successor Delaware Trustee,
as the case may be.

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

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 Administrative Trustees or, if
there are more than two, a majority of the Administrative Trustees shall be
conclusive evidence of the existence of such vacancy.  The vacancy shall be
filled with a Trustee appointed in accordance with Section 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 shall
not operate to annul the Trust.  Whenever a vacancy in the number of
Administrative Trustees shall occur, until such vacancy is filled by the 
appointment of an Administrative Trustee in accordance with Section 5.7, the
Administrative Trustees in office, regardless of their number, shall have all
the powers granted to the Administrative Trustees and shall discharge all the
duties imposed upon the Administrative Trustees by this Declaration.

SECTION 5.10    Meetings.
                -------- 

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

SECTION 5.11    Delegation of Power.
                ------------------- 

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

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

Section 5.12    Merger, Conversion, Consolidation or Succession to Business.
                ----------------------------------------------------------- 

     Any corporation into which the Property Trustee or the Delaware Trustee or
any Administrative Trustee that is not a natural person, as the case may be, may
be merged or converted or with which it may be consolidated, or any corporation
resulting

                                       36
<PAGE>
 
from any merger, conversion or consolidation to which the Property Trustee or
the Delaware Trustee, as the case may be, shall be a party, or any corporation
succeeding to all or substantially all the corporate trust business of the
Property Trustee or the Delaware Trustee, as the case may be, shall be the
successor of the Property Trustee or the Delaware Trustee, as the case may be,
hereunder, 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.


                                   ARTICLE VI
                                 DISTRIBUTIONS

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

          Holders shall receive Distributions in accordance with the applicable
terms of the relevant Holder's Securities.  If and to the extent that the
Debenture Issuer makes a payment of interest (including Compounded Interest (as
defined in the Indenture) and Additional Interest (as defined in the
Indenture)), premium and/or principal on the Debentures held by the Property
Trustee or Liquidated Damages (as defined in the Registration Rights Agreement)
or any other payments pursuant to the Registration Rights Agreement with respect
to the Debentures held by the Property Trustee (the amount of any such payment
being a "Payment Amount"), the Property Trustee shall and is directed, to the
extent funds are available for that purpose, to make a distribution (a
"Distribution") of the Payment Amount to Holders.


                                  ARTICLE VII
                             ISSUANCE OF SECURITIES

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

          (a) The Administrative Trustees shall on behalf of the Trust issue one
class of capital securities representing undivided beneficial interests in the
assets of the Trust having such terms as are set forth in Annex I (the "Series A
Capital Securities") and one class of common securities representing undivided
beneficial interests in the assets of the Trust having such terms as are set
forth in Annex I (the "Common Securities").  The Administrative Trustees shall
on behalf of the Trust issue one class of capital securities representing
undivided beneficial interests in the Trust having such terms as set forth in
Annex I (the "Series B Capital Securities") in exchange for Series A Capital
Securities accepted for exchange in the Exchange Offer, which Series B Capital
Securities shall not bear the legends required by Section 9.2(i) unless the
Holder of such Series A Capital Securities is either (A) a broker-dealer who
purchased

                                       37
<PAGE>
 
such Series A Capital Securities directly from the Trust for resale pursuant to
Rule 144A or any other available exemption under the Securities Act, (B) a
Person participating in the distribution of the Series A Capital Securities or
(C) a Person who is an affiliate (as defined in Rule 144A) of the Trust.  The
Trust shall issue no securities or other interests in the assets of the Trust
other than the Securities.

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

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

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

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

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

          (b) One Administrative Trustee shall sign the Capital Securities for
the Trust by manual or facsimile signature.  Unless otherwise determined by the
Trust, such signature shall, in the case of Common Securities, be a manual
signature.

          A Capital Security shall not be valid until authenticated by the
manual signature of an authorized signatory of the Property Trustee.  The
signature shall be conclusive evidence that the Capital Security has been
authenticated under this Declaration.

          Upon a written order of the Trust signed by one Administrative
Trustee, the Property Trustee shall authenticate the Capital Securities for
original issue.  The aggregate number of

                                       38
<PAGE>
 
Capital Securities outstanding at any time shall not exceed the number set forth
in the Terms in Annex I hereto except as provided in Section 7.6.

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

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

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

          (a) Global Securities.  Securities offered and sold to QIBs in
              -----------------                                         
reliance on Rule 144A, as provided in the Purchase Agreement, shall be issued in
the form of one or more, permanent global Securities in definitive, fully
registered form without Distribution coupons with the global legend and
Restricted Securities Legend set forth in Exhibit A-1 hereto (a "Global Capital
Security"), which shall be deposited on behalf of the purchasers of the Capital
Securities represented thereby with the Property Trustee, at its New York
office, as custodian for the Clearing Agency, and registered in the name of the
Clearing Agency or a nominee of the Clearing Agency, duly executed by the Trust
and authenticated by the Property Trustee as hereinafter provided.  The number
of Capital Securities represented by the Global Cap-

                                       39
<PAGE>
 
ital Security may from time to time be increased or decreased by adjustments
made on the records of the Property Trustee and the Clearing Agency or its
nominee as hereinafter provided.

          (b) Book-Entry Provisions.  This Section 7.3(b) shall apply only to
              ---------------------                                          
the Global Capital Security and such other Capital Securities in global form as
may be authorized by the Trust to be deposited with or on behalf of the Clearing
Agency.

          The Trust shall execute and the Property Trustee shall, in accordance
with this Section 7.3, authenticate and make available for delivery initially
one or more Global Capital Securities that (i) shall be registered in the name
of Cede & Co. or other nominee of such Clearing Agency and (ii) shall be 
delivered by the Trustee to such Clearing Agency or pursuant to such Clearing
Agency's written instructions or held by the Property Trustee as custodian for
the Clearing Agency.

          Members of, or participants in, the Clearing Agency ("Participants")
shall have no rights under this Declaration with respect to any Global Capital
Security held on their behalf by the Clearing Agency or by the Property Trustee
as the custodian of the Clearing Agency or under such Global Capital Security,
and the Clearing Agency may be treated by the Trust, the Property Trustee and
any agent of the Trust or the Property Trustee as the absolute owner of such
Global Capital Security for all purposes whatsoever.  Notwithstanding the
foregoing, nothing herein shall prevent the Trust, the Property Trustee or any
agent of the Trust or the Property Trustee from giving effect to any written
certification, proxy or other authorization furnished by the Clearing Agency or
impair, as between the Clearing Agency and its Participants, the operation of
customary practices of such Clearing Agency governing the exercise of the rights
of a holder of a beneficial interest in any Global Capital Security.

          (c) Definitive Capital Securities.  Except as provided in Section
              -----------------------------                                 
7.9, owners of beneficial interests in a Global Capital Security will not be
entitled to receive physical delivery of certificated Capital Securities
("Definitive Capital Securities").  Purchasers of Securities who are "accredited
investors" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities
Act) will receive Capital Securities in the form of individual certificates in
definitive, fully registered form without distribution coupons and with the
Restricted Securities Legend set forth in Exhibit A-1 hereto ("Restricted
Definitive Capital Securities"); provided, however, that upon transfer of such
                                 --------  -------                            
Restricted Definitive Capital Securities to a QIB, such Restricted Definitive
Capital Securities will, unless the Global Capital Security has previously been
exchanged, be exchanged for an interest in a Global Capital Security pursuant to
the provisions of Section 9.2.  Restricted Definitive Capital Securities will
bear the Restricted Securities Legend set forth on Exhibit

                                       40
<PAGE>
 
A-1 unless removed in accordance with this Section 7.3 or Section 9.2.

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

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

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

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

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

                                       41
<PAGE>
 
an Affiliate of the Trust or the Sponsor acts as Paying Agent, it shall
segregate and hold in a separate trust fund for the benefit of the Holders all
money held by it as Paying Agent.

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

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

           Every replacement Security is an additional beneficial interest in
the Trust.

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

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

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

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

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

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

          In determining whether the Holders of the required amount of
Securities have concurred in any direction, waiver or consent, Capital
Securities owned by the Trust, the Sponsor or an Affiliate of the Sponsor, as
the case may be, shall be disregarded and deemed not to be outstanding, except
that for the purposes of determining whether the Property Trustee shall be

                                       42
<PAGE>
 
fully protected in relying on any such direction, waiver or consent, only
Securities which the Property Trustee actually knows are so owned shall be so
disregarded.

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

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

          (b) A Global Capital Security deposited with the Clearing Agency or
with the Property Trustee as custodian for the Clearing Agency pursuant to
Section 7.3 shall be transferred to the beneficial owners thereof in the form of
certificated Capital Securities only if such transfer complies with Section 9.2
and (i) the Clearing Agency notifies the Company that it is unwilling or unable
to continue as Clearing Agency for such Global Capital Security or if at any
time such Clearing Agency ceases to be a "clearing agency" registered under the
Exchange Act and a clearing agency is not appointed by the Sponsor within 90
days of such notice, (ii) a Default or an Event of Default has occurred and is
continuing or (iii) the Trust at its sole discretion elects to cause the
issuance of certificated Capital Securities.

          (c) Any Global Capital Security that is transferable to the beneficial
owners thereof in the form of certificated Capital Securities pursuant to this
Section 7.9 shall be surrendered by the Clearing Agency to the Property Trustee
located in the Borough of Manhattan, The City of New York, to be so transferred,
in whole or from time to time in part, without charge, and the Property Trustee
shall authenticate and make available for delivery, upon such transfer of each
portion of such Global Capital Security, an equal aggregate liquidation amount
of Securities of authorized denominations in the form of certificated Capital
Securities. Any portion of a Global Capital Security transferred pursuant to
this Section shall be registered in such names as the Clearing Agency shall
direct. Any Capital Security in the form of certificated Capital Securities
delivered in exchange for an interest in the Restricted Global Capital Security
shall, except as otherwise provided by Sections 7.3 and 9.1, bear the Restricted
Securities Legend set forth in Exhibit A-1 hereto.

          (d) Subject to the provisions of Section 7.9(c), the Holder of a
Global Capital Security may grant proxies and otherwise authorize any person,
including Participants and persons

                                       43
<PAGE>
 
that may hold interests through Participants, to take any action which such
Holder is entitled to take under this Declaration or the Securities.

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

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

          The Trust at any time may deliver Capital Securities to the Property
Trustee for cancellation.  The Registrar, Paying Agent and Exchange Agent shall
forward to the Property Trustee any Capital Securities surrendered to them for
registration of transfer, redemption, exchange or payment.  The Property Trustee
shall promptly cancel all Capital Securities, surrendered for registration of
transfer, redemption, exchange, payment, replacement or cancellation and shall
dispose of cancelled Capital Securities as the Trust directs, provided that the
Property Trustee shall not be obligated to destroy Capital Securities.  The
Trust may not issue new Capital Securities to replace Capital Securities that it
has paid or that have been delivered to the Property Trustee for cancellation or
that any holder has exchanged.

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

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


                                  ARTICLE VIII
                              TERMINATION OF TRUST

SECTION 8.1  Termination of Trust.
             -------------------- 

           (a) The Trust shall automatically terminate:

     (i) upon the bankruptcy of the Sponsor;

                                       44
<PAGE>
 
          (ii) upon the filing of a certificate of dissolution or liquidation or
its equivalent with respect to the Sponsor; or the revocation of the Sponsor's
charter and the expiration of 90 days after the date of revocation without a
reinstatement thereof;

     (iii) following the distribution of a Like Amount of the Debentures to the
Holders, provided that, the Property Trustee has received written notice from
         -------- ----                                                       
the Sponsor directing the Property Trustee to terminate the Trust (which
direction is optional, and except as otherwise expressly provided below, within
the discretion of the Sponsor) and provided, further, that such direction and
                                   --------  -------                         
such distribution is conditioned on (i) the receipt by the Sponsor or the Trust,
as the case requires, of any required regulatory approval, (ii) the
Administrative Trustees' receipt of an opinion of an independent tax counsel
experienced in such matters (a "No Recognition Opinion"), which opinion may rely
on published rulings of the Internal Revenue Service, to the effect that the
Holders will not recognize any gain or loss for United States federal income tax
purposes as a result of the dissolution of the Trust and the distribution of
Debentures;

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

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

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

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

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

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

                                       45
<PAGE>
 
                            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 purported transfer of any
Security not made in accordance with this Declaration shall be null and void.

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

           (c) The Sponsor may not transfer the Common Securities.

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

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

          (a) General.  Except as otherwise provided in Section 9.2(b), if
              -------                                                      
Capital Securities are issued upon the transfer, exchange or replacement of
Capital Securities bearing the Restricted Securities Legend set forth in
Exhibit A-1 hereto, or if a request is made to remove such Restricted Securities
Legend on Capital Securities, the Capital Securities so issued shall bear the
Restricted Securities Legend, or the Restricted Securities Legend shall not be
removed, as the case may be, unless there is delivered to the Trust and the
Property Trustee such satisfactory evidence, which shall include an Opinion of
Counsel licensed to

                                       46
<PAGE>
 
practice law in the State of New York, as may be reasonably required by the
Sponsor and the Property Trustee, that neither the legend nor the restrictions
on transfer set forth therein are required to ensure that transfers thereof are
made pursuant to an exception from the registration requirements of the
Securities Act or, with respect to Restricted Securities, that such Securities
are not "restricted" within the meaning of Rule 144.  Upon provision of such
satisfactory evidence, the Property Trustee, at the written direction of the
Trust, shall authenticate and deliver Capital Securities that do not bear the
legend.

          (b) Transfers After Effectiveness of a Registration Statement.  After
              ---------------------------------------------------------        
the effectiveness of a Registration Statement with respect to any Capital
Securities, all requirements pertaining to legends on such Capital Securities
will cease to apply, and beneficial interests in a Capital Security in global
form without legends will be available to transferees of such Capital
Securities, upon exchange of the transferring holder's Restricted Definitive
Capital Security or directions to transfer such Holder's beneficial interest in
the Global Capital Security.  No such transfer or exchange of a Restricted
Definitive Capital Security or of an interest in the Global Capital Security
shall be effective unless the transferor delivers to the Trust a certificate in
a form substantially similar to that attached hereto as the "Form of Assignment"
in Exhibit A-1.  Except as otherwise provided in Section 9.2(m), after the
effectiveness of a Registration Statement, the Trust shall issue and the
Property Trustee, upon a written order of the Trust signed by one 
Administrative Trustee, shall authenticate a Capital Security in global form
without the Restricted Securities Legend (the "Unrestricted Global Capital
Security") to deposit with the Clearing Agency to evidence transfers of
beneficial interests from the (i) Global Capital Security and (ii) Restricted
Definitive Capital Securities.

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

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

     (y)  to exchange such Definitive Capital Securities which became mutilated,
destroyed, defaced, stolen or lost, for an equal number of Definitive Capital
Securities,

the Registrar or co-registrar shall register the transfer or make the exchange
as requested if its reasonable requirements for such transaction are met;
provided, however, that the Definitive Capital Securities surrendered for
--------  -------                                                        
transfer or exchange:

                                       47
<PAGE>
 
          (i) shall be duly endorsed or accompanied by a written instrument of
transfer in form reasonably satisfactory to the Trust and the Registrar or co-
registrar, duly executed by the Holder thereof or his attorney duly authorized
in writing; and

     (ii) in the case of Definitive Capital Securities that are Restricted
Definitive Capital Securities:

               (A) if such Restricted Capital Securities are being delivered to
     the Registrar by a Holder for registration in the name of such Holder,
     without transfer, a certification from such Holder to that effect; or

               (B) if such Restricted Capital Securities are being transferred:
     (i) a certification from the transferor in a form substantially similar to
     that attached hereto as the "Form of Assignment" in Exhibit A-1, and (ii)
     if the Trust or Registrar so requests, evidence reasonably satisfactory to
     them as to the compliance with the restrictions set forth in the Restricted
     Securities Legend.

          (d) Restrictions on Transfer of a Definitive Capital Security for a
              ---------------------------------------------------------------
Beneficial Interest in a Global Capital Security.  A Definitive Capital Security
------------------------------------------------                                
may not be exchanged for a beneficial interest in a Global Capital Security
except upon satisfaction of the requirements set forth below.  Upon receipt by
the Property Trustee of a Definitive Capital Security, duly endorsed or
accompanied by appropriate instruments of transfer, in form satisfactory to the
Property Trustee, together with:

     (i) if such Definitive Capital Security is a Restricted Capital Security,
certification (in a form substantially similar to that attached hereto as the
"Form of Assignment" in Exhibit A-1); and

     (ii) whether or not such Definitive Capital Security is a Restricted
Capital Security, written instructions directing the Property Trustee to make,
or to direct the Clearing Agency to make, an adjustment on its books and 
records with respect to the appropriate Global Capital Security to reflect an
increase in the number of the Capital Securities represented by such Global
Capital Security,

then the Property Trustee shall cancel such Definitive Capital Security and
cause, or direct the Clearing Agency to cause, the aggregate number of Capital
Securities represented by the appropriate Global Capital Security to be
increased accordingly.  If no Global Capital Securities are then outstanding,
the Trust shall issue and the Property Trustee shall authenticate, upon

                                       48
<PAGE>
 
written order of any Administrative Trustee, an appropriate number of Capital
Securities in global form.

          (e) Transfer and Exchange of Global Capital Securities.  Subject to
              ---------------------------------------------------             
Section 9.02(f), the transfer and exchange of Global Capital Securities or
beneficial interests therein shall be effected through the Clearing Agency, in
accordance with this Declaration (including applicable restrictions on transfer
set forth herein, if any) and the procedures of the Clearing Agency therefor.

           (f) Transfer of a Beneficial Interest in a Global Capital Security
               --------------------------------------------------------------
for a Definitive Capital Security.
--------------------------------- 

     (i) Any person having a beneficial interest in a Global Capital Security
may upon request, but only upon 20 days prior notice to the Property Trustee,
and if accompanied by the information specified below, exchange such beneficial
interest for a Definitive Capital Security representing the same number of
Capital Securities. Upon receipt by the Property Trustee from the Clearing
Agency or its nominee on behalf of any Person having a beneficial interest in a
Global Capital Security of written instructions or such other form of
instructions as is customary for the Clearing Agency or the person designated by
the Clearing Agency as having such a beneficial interest in a Restricted Capital
Security and a certification from the transferor (in a form substantially
similar to that attached hereto as the "Form of Assignment" in Exhibit A-1),
which may be submitted by facsimile, then the Property Trustee will cause the
aggregate number of Capital Securities represented by Global Capital Securities
to be reduced on its books and records and, following such reduction, the Trust
will execute and the Property Trustee will authenticate and make available for
delivery to the transferee a Definitive Capital Security.

     (ii) Definitive Capital Securities issued in exchange for a beneficial
interest in a Global Capital Security pursuant to this Section 9.2(f) shall be
registered in such names and in such authorized denominations as the Clearing
Agency, pursuant to instructions from its Participants or indirect participants
or otherwise, shall instruct the Property Trustee in writing.  The Property
Trustee shall deliver such Capital Securities to the persons in whose names such
Capital Securities are so registered in accordance with such instructions of
the Clearing Agency.

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

                                       49
<PAGE>
 
of the Clearing Agency or another nominee of the Clearing Agency or by the
Clearing Agency or any such nominee to a successor Clearing Agency or a nominee
of such successor Clearing Agency.

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

     (i) there occurs a Default or an Event of Default which is continuing, or

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

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

           (i)  Legend.
                ------ 

     (i) Except as permitted by the following paragraph (ii), each Capital
Security certificate evidencing the Global Capital Securities and the Definitive
Capital Securities (and all Capital Securities issued in exchange therefor or
substitution thereof) shall bear a legend (the "Restricted Securities Legend")
in substantially the following form:

     THE CAPITAL SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
     THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE
     SECURITIES LAWS OR ANY OTHER APPLCABLE SECURITIES LAW.  NEITHER THIS
     CAPITAL SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED,
     SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF
     IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT
     FROM, OR NOT SUBJECT TO, REGISTRATION.

     THE HOLDER OF THIS CAPITAL SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO
     OFFER, SELL OR OTHERWISE TRANSFER THIS CAPITAL SECURITY, PRIOR TO THE DATE
     (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS THREE YEARS AFTER THE
     LATER OF THE ORIGINAL ISSUANCE DATE HEREOF AND THE LAST DATE ON WHICH THE
     CORPORATION OR

                                       50
<PAGE>
 
     ANY "AFFILIATE" OF THE CORPORATION WAS THE OWNER OF THIS CAPITAL SECURITY
     (OR ANY PREDECESSOR OF THIS CAPITAL SECURITY) ONLY (A) TO THE CORPORATION,
     (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE
     UNDER THE SECURITIES ACT, (C) SO LONG AS THIS CAPITAL SECURITY IS ELIGIBLE
     FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO
     A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
     DEFINED IN RULE 144A) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
     OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
     TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND
     SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE
     MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL
     "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3)
     OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS CAPITAL
     SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
     ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR
     OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE
     SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
     REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT, SUBJECT TO THE RIGHT OF
     THE TRUST AND THE CORPORATION PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i)
     PURSUANT TO CLAUSE (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF
     COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF
     THEM, AND (ii) PURSUANT TO CLAUSE (E), TO REQUIRE THAT A CERTIFICATE OF
     TRANSFER IN THE FORM APPEARING ON THE REVERSE OF THIS CAPITAL SECURITY IS
     COMPLETED AND DELIVERED BY THE TRANSFEREE TO THE TRUST. SUCH HOLDER FURTHER
     AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS CAPITAL SECURITY IS
     TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

     (ii) Upon any sale or transfer of a Restricted Capital Security (including
any Restricted Capital Security represented by a Global Capital Security)
pursuant to an effective registration statement under the Securities Act or pur
suant to Rule 144 under the Securities Act after such registration statement
ceases to be effective:

                                       51
<PAGE>
 
               (A) in the case of any Restricted Capital Security that is a
     Definitive Capital Security, the Registrar shall permit the Holder thereof
     to exchange such Restricted Capital Security for a Definitive Capital
     Security that does not bear the Restricted Securities Legend and rescind
     any restriction on the transfer of such Restricted Capital Security; and

               (B) in the case of any Restricted Capital Security that is
     represented by a Global Capital Security, the Registrar shall permit the
     Holder of such Global Capital Security to exchange such Global Capital 
     Security for another Global Capital Security that does not bear the
     Restricted Securities Legend.

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

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

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

     (ii) Registrations of transfers or exchanges will be effected without
charge, but only upon payment (with such indemnity as the Trust or the Sponsor
may require) in respect of any tax or other governmental charge that may be
imposed in relation to it.

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

                                       52
<PAGE>
 
for redemption and ending at the close of business on the day of such mailing;
or (b) any Capital Security so selected for redemption in whole or in part,
except the unredeemed portion of any Capital Security being redeemed in part.

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

     (v) All Capital Securities issued upon any transfer or exchange pursuant to
the terms of this Declaration shall evidence the same security and shall be
entitled to the same benefits under this Declaration as the Capital Securities
surrendered upon such transfer or exchange.

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

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

     (ii) The Property Trustee and Registrar shall have no obligation or duty to
monitor, determine or inquire as to compliance with any restrictions on transfer
imposed under this Declaration or under applicable law with respect to any

                                       53
<PAGE>
 
transfer of any interest in any Capital Security (including any transfers
between or among Clearing Agency Participants or beneficial owners in any Global
Capital Security) other than to require delivery of such certificates and other
documentation or evidence as are expressly required by, and to do so if and when
expressly required by, the terms of this Declaration, and to examine the same to
determine substantial compliance as to form with the express requirements
hereof.

          (m) Exchange of Series A Capital Securities for Series B Capital
              ------------------------------------------------------------
Securities.  The Series A Capital Securities may be exchanged for Series B
----------                                                                
Securities pursuant to the terms of the Exchange Offer.  The Trustee shall make
the exchange as follows:

           The Sponsor shall present the Property Trustee with an Officers'
Certificate certifying the following:

           (A)  upon issuance of the Series B Capital Securities, the
                transactions contemplated by the Exchange Offer have been
                consummated; and

           (B)  the number of Series A Capital Securities properly tendered in
                the Exchange Offer that are represented by a Global Capital
                Security and the number of Series A Capital Securities properly
                tendered in the Exchange Offer that are represented by
                Definitive Capital Securities, the name of each Holder of such
                Definitive Capital Securities, the liquidation amount of
                Capital Securities properly tendered in the Exchange Offer by
                each such Holder and the name and address to which Definitive
                Capital Securities for Series B Capital Securities shall be
                registered and sent for each such Holder.

          The Property Trustee, upon receipt of (i) such Officers' Certificate,
(ii) an Opinion of Counsel (x) to the effect that the Series B Capital
Securities have been registered under Section 5 of the Securities Act and the
Indenture has been qualified under the Trust Indenture Act and (y) with respect
to the matters set forth in Section 3(p) of the Registration Rights Agreement
and (iii) a Company Order, shall authenticate (A) a Global Capital Security for
Series B Capital Securities in aggregate liquidation amount equal to the
aggregate liquidation amount of Series A Capital Securities represented by a
Global Capital Security indicated in such Officers' Certificate as having been
properly tendered and (B) Definitive Capital Securities representing Series B
Capital Securities registered in the names of,

                                       54
<PAGE>
 
and in the liquidation amounts indicated in such Officers' Certificate.

          If, upon consummation of the Exchange Offer, less than all the
outstanding Series A Capital Securties shall have been properly tendered and
not withdrawn, the Property Trustee shall make an endorsement on the Global
Capital Security for Series A Capital Securities indicating the reduction in the
number and aggregate liquidation amount represented thereby as a result of the
Exchange Offer.

          The Trust shall deliver such Definitive Capital Securities for Series
B Capital Securities to the Holders thereof as indicated in such Officers'
Certificate.

          (n) Minimum Transfers.  Series A Capital Securities may only be
              -----------------                                          
transferred in minimum blocks of $100,000 aggregate liquidation amount until
such Series A Capital Securities are registered pursuant to an effective
registration statement filed under the Securities Act.

SECTION 9.3  Deemed Security Holders.
             ----------------------- 

          The Trustees may treat the Person in whose name any Security shall be
registered on the books and records of the Trust as the sole owner of such
Security 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 Security on the part of any Person, whether
or not the Trust shall have actual or other notice thereof.

SECTION 9.4  Book Entry Interests.
             -------------------- 

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

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

     (b) the Trust and the Trustees shall be entitled to deal with the Clearing
Agency for all purposes of this Declaration (including the payment of
Distributions on the Global Capital Securities and receiving approvals, votes or
consents hereunder) as the Holder of the Capital Securities

                                       55
<PAGE>
 
and the sole holder of the Global Certificates and shall have no obligation to
the Capital 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 Capital Security Beneficial Owners shall be exercised
only through the Clearing Agency and shall be limited to those established by
law and agreements between such Capital Security Beneficial Owners and the
Clearing Agency and/or the Clearing Agency Participants and 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.

SECTION 9.5  Notices to Clearing Agency.
             -------------------------- 

          Whenever a notice or other communication to the Capital Security
Holders is required under this Declaration, the Trustees shall give all such
notices and communications specified herein to be given to the Holders of Global
Capital Securities to the Clearing Agency, and shall have no notice obligations
to the Capital 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 Capital Securities, the Administrative
Trustees may, in their sole discretion, appoint a successor Clearing Agency with
respect to such Capital Securities.


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

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

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

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

                                       56
<PAGE>
 
          (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 Sponsor 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.

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

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

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

          (b) An Indemnified Person shall be fully protected in relying in good
faith upon the records of the Trust and upon such information, opinions, reports
or statements presented to the Trust by any Person as to matters the Indemnified
Person reasonably believes are within such other Person's professional or expert
competence and who has been selected with 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    Fiduciary Duty.
                -------------- 

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

                                       57
<PAGE>
 
the Property Trustee under the Trust Indenture Act), are agreed by the parties
hereto to replace such other duties and liabilities of such Indemnified Person.

           (b) Unless otherwise expressly provided herein:

     (i) whenever a conflict of interest exists or arises between any Covered
Persons; or

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

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

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

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

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

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

     (a)  (i)  The Debenture Issuer shall indemnify, to the full extent
permitted by law, any Company Indemnified Person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the

                                       58
<PAGE>
 
Trust) by reason of the fact that he is or was a Company Indemnified Person
against expenses (including attorneys' fees and expenses), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in 
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the Trust, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the Company Indemnified Person did not act in good faith and in
a manner which he reasonably believed to be in or not opposed to the best
interests of the Trust, and, with respect to any criminal action or proceeding,
had reasonable cause to believe that his conduct was unlawful.

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

     (iii) To the extent that a Company Indemnified Person shall be successful
on the merits or otherwise (including dismissal of an action without prejudice
or the settlement of an action without admission of liability) in defense of any
action, suit or proceeding referred to in paragraphs (i) and (ii) of this
Section 10.4(a), or in defense of any claim, issue or matter therein, he shall
be indemnified, to the full extent permitted by law, against expenses 
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

                                       59
<PAGE>
 
          (iv) 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 Company Indemnified Person is proper in the circumstances because he has
met the applicable standard of conduct set forth in paragraphs (i) and (ii).
Such determination shall be made (1) by the Administrative Trustees by a
majority vote of a quorum consisting of such Administrative Trustees who were
not parties to such action, suit or proceeding, (2) if such a quorum is not
obtainable, or, even if obtainable, if a quorum of disinterested Administrative
Trustees so directs, by independent legal counsel in a written opinion, or (3)
by the Common Security Holder of the Trust.

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

     (vi) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other paragraphs of this Section 10.4(a) shall not be
deemed exclusive of any other rights to which those seeking indemnification and
ad-

                                       60
<PAGE>
 
vancement of expenses may be entitled under any agreement, vote of stockholders
or disinterested directors of the Debenture Issuer or Capital Security Holders
of the Trust or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office.  All rights to
indemnification under this Section 10.4(a) shall be deemed to be provided by a
contract between the Debenture Issuer and each Company Indemnified Person who
serves in such capacity at any time while this Section 10.4(a) is in effect.
Any repeal or modification of this Section 10.4(a) shall not affect any rights
or obligations then existing.

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

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

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

          (b) The Debenture Issuer agrees to indemnify the (i) Property Trustee,
(ii) the Delaware Trustee, (iii) any Affiliate of the Property Trustee and the
Delaware Trustee, and (iv) any officers, directors, shareholders, members,
partners, employees, representatives, custodians, nominees or agents of the
Property Trustee and the Delaware Trustee (each of the Persons in (i) through
(iv) being referred to as a "Fiduciary Indemnified Person") for, and to hold
each Fiduciary Indemnified Person harmless against, any and all loss,
liability, damage, claim or expense including taxes (other than taxes based on
the income of

                                       61
<PAGE>
 
such Fiduciary Indemnified Person) incurred without negligence or bad faith on
its part, arising out of or in connection with the acceptance or administration
of the trust or trusts hereunder, including the costs and expenses (including
reasonable legal fees and expenses) of defending itself against or investigating
any claim or liability in connection with the exercise or performance of any of
its powers or duties hereunder.  The obligation to indemnify as set forth in
this Section 10.4(b) shall survive the satisfaction and discharge of this
Declaration.

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

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


                                   ARTICLE XI
                                   ACCOUNTING

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

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

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

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

                                       62
<PAGE>
 
accounting, in accordance with generally accepted accounting principles,
consistently applied.  The Trust shall use the accrual method of accounting for
United States federal income tax purposes.  The books of account and the records
of the Trust shall be examined by and reported upon as of the end of each Fiscal
Year of the Trust by a firm of independent certified public accountants selected
by the Administrative Trustees.

          (b) The Administrative Trustees shall cause to be prepared and
delivered to each of the Holders, within 90 days after the end of each Fiscal
Year of the Trust, annual financial statements of the Trust, including a balance
sheet of the Trust as of the end of such Fiscal Year, and the related statements
of income or loss;

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

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

SECTION 11.3    Banking.
                ------- 

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

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

          The Trust and the Administrative Trustees shall comply with all
withholding requirements under United States federal, state and local law.  The
Trust shall request, and the Holders shall provide to the Trust, such forms or
certificates as are

                                       63
<PAGE>
 
necessary to establish an exemption from withholding with respect to each
Holder, and any representations and forms as shall reasonably be requested by
the Trust to assist it in determining the extent of, and in fulfilling, its
withholding obligations.  The Administrative Trustees shall file required forms
with applicable jurisdictions and, unless an exemption from withholding is
properly established by a Holder, shall remit amounts withheld with respect to
the Holder to applicable jurisdictions.  To the extent that the Trust is
required to withhold and pay over any amounts to any authority with respect to
Distributions or allocations to any Holder, the amount withheld shall be deemed
to be a Distribution in the amount of the withholding to the Holder.  In the
event of any 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 only be amended by a
written instrument approved and executed by:

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

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

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

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

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

     (ii) unless, in the case of any proposed amendment which affects the
rights, powers, duties, obligations or

                                       64
<PAGE>
 
immunities of the Property Trustee, the Property Trustee shall have first
received:

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

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

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

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

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

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

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

          (c) At such time after the Trust has issued any Securities that remain
outstanding, 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 Four shall not be amended without the consent of the
Holders of a Majority in liquidation amount of the Common Securities and;

          (f) The rights of the holders of the Common Securities under Article
Five 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

                                       65
<PAGE>
 
          (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, correct or supplement any provision in this
Declaration that may be inconsistent with any other provision of this
Declaration or to make any other provisions with respect to matters or questions
arising under this Declaration which shall not be inconsistent with the other
provisions of the Declaration; and

     (ii) to modify, eliminate or add to any provisions of the Declaration to
such extent as shall be necessary to ensure that the Trust will be classified
for United States federal income tax purposes as a grantor trust at all times
that any Securities are outstanding or to ensure that the Trust will not be
required to register as an Investment Company under the Investment Company Act.

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

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

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

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

                                       66
<PAGE>
 
          (i) notice of any such meeting shall be given to 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 is permitted or required under this Declaration or the rules of
any stock exchange on which the Capital Securities are listed or admitted for
trading, such vote, consent or approval may be given at a meeting of the
Holders. Any action that may be taken at a meeting of the Holders of Securities
may be taken without a meeting if a con sent in writing setting forth the action
so taken is signed by the Holders of Securities owning not less than the mini
mum amount of Securities in liquidation amount that would be necessary to
authorize or take such action at a meeting at which all Holders having a right
to vote thereon were present and voting. Prompt notice of the taking of action
without a meeting shall be given to the Holders entitled to vote who have not
consented in writing. The Administrative Trustees may specify that any written
ballot submitted to the Security Holder for the purpose of taking any action
without a meeting shall be returned to the Trust within the time specified by
the Administrative Trustees;

     (ii) each Holder may authorize any Person to act for it by proxy on all
matters in which a Holder is entitled to participate, including waiving notice
of any meeting, or voting or participating at a meeting.  No proxy shall be
valid after the expiration of 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 were stockholders of a Delaware corporation;

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

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

                                       67
<PAGE>
 
rum requirements, voting in person or by proxy or any other matter with respect
to the exercise of any such right to vote.


                                  ARTICLE XIII
                      REPRESENTATIONS OF PROPERTY TRUSTEE
                              AND DELAWARE TRUSTEE

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

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

          (a) The Property Trustee is a New York banking corporation with trust
powers and authority to execute and deliver, and to carry out and perform its
obligations under the terms of, this Declaration;

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

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

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

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

          The Trustee that acts as initial Delaware Trustee represents and
warrants to the Trust and to the Sponsor at the

                                       68
<PAGE>
 
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 trust power and
authority to execute and deliver, and to carry out and perform its obligations
under the terms of, this Declaration;

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

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

          (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.


                                  ARTICLE XIV
                              REGISTRATION RIGHTS

SECTION 14.1    Registration Rights Agreement; Liquidated Damages.
                ------------------------------------------------- 

          The Holders of the Capital Securities, the Debentures and the Capital
Securities Guarantee (collectively, the "Registrable Securities") are entitled
to the benefits of a Registration Rights Agreement.  Pursuant to the
Registration Rights Agreement, the Sponsor and the Trust have agreed for the
benefit of the Holders of Registrable Securities that (i) they will, at the
Sponsor's cost, within 150 days after December 20, 1996 (the "Issue Date"), file
a registration statement (the "Exchange Registration Statement") relating an
Exchange Offer pursuant to which each issuer of such respective Registrable
Securities would issue amounts of such Registrable Securities as are accepted in

                                       69
<PAGE>
 
the Exchange Offer which shall be identical in all respects to those exchanged,
except they will have been registered under the Securities Act and will no
longer be subject to transfer restrictions under the Securities Act or the
$100,000 minimum aggregate principal or liquidation amount transfer restriction
and, if required pursuant to the terms of the Registration Rights Agreement,
file a shelf registration statement (the "Shelf Registration Statement") with
the Commission with respect to resales of the Registrable Securities, (ii) they
will use their best efforts to cause such Exchange Registration Statement and/or
Shelf Registration Statement, as the case requires, to be declared effective by
the Commission within 180 days after the Issue Date and (iii) they will use
their best efforts to maintain the Shelf Registration Statement, if any,
continuously effective under the Securities Act until the third anniversary of
the effectiveness of the Shelf Registration Statement or such earlier date as is
provided in the Registration Rights Agreement (the "Effectiveness Period").
All references herein to such Registrable Securities shall be deemed to include,
as the context may require, the Registrable Securities into which such
Securities have been exchanged pursuant to the Exchange Registration ("Exchange
Securities") and all reference to numbers or amounts of such Securities shall be
deemed to include, as the context may require, such Exchanged Securities.

     If (i) (A) neither the Exchange Offer Registration Statement nor a Shelf
Registration Statement is filed with the Commission on or prior to the 150th day
after the Issue Date or (B) notwithstanding that the Debenture Issuer and the
Trust have consummated or will consummate an Exchange Offer, the Debenture
Issuer and the Trust are required to file a Shelf Registration Statement and
such Shelf Registration Statement is not filed on or prior to the date required
by the Registration Rights Agreement, then commencing on the day after the
applicable required filing date, additional Distributions shall accumulate on
the liquidation amount of the Capital Securities at a rate of 0.25% per annum;
or

     (ii) (A) neither the Exchange Offer Registration Statement nor a Shelf
Registration Statement is declared effective by the Commission on or prior to
the 30th day after the applicable required filing date or (B) notwithstanding
that the Debenture Issuer and the Trust have consummated or will consummate an
Exchange Offer, the Debenture Issuer and the Trust are required to file a Shelf
Registration Statement and such Shelf Registration Statement is not declared
effective by the Commission on or prior to the 30th day after the date such
Shelf Registration Statement was required to be file, then, commencing on the
31st day after the applicable required filing date, additional Distributions
shall accumulate on the liquidation amount of the Capital Securities at a rate
of 0.25% per annum; or

                                       70
<PAGE>
 
     (iii)  (A) the Trust has not exchanged Exchange Capital Securities for all
Capital Securities or the Debenture Issuer has not exchanged Exchange Guarantees
or Exchange Subordinated Debentures for all Guarantees or Subordinated
Debentures validly tendered, in accordance with the terms of the Exchange Offer
on or prior to the 30th day after the date on which the Exchange Offer
Registration Statement was declared effective or (B) if applicable, the Shelf
Registration Statement has been declared effective and such Shelf Registration
Statement ceases to be effective at any time prior to the third anniversary of
the Issue Date (other than after such time as all Capital Securities have been
disposed of thereunder or otherwise cease to be Registrable Securities),
additional Distributions shall accumulate on the liquidation amount of the
Capital Securities at a rate of 0.25% per annum commencing on (x) the 31st day
after such effective date, in the case of (A) above, or (y) the day such Shelf
Registration Statement ceases to be effective in the case of (B) above;

provided, however, that the additional Distributions rate on the liquidation
--------  -------                                                           
amount of the Capital Securities may not exceed in the aggregate 0.25% per
annum; provided, further, however, that (1) upon the filing of the Exchange
Offer Registration Statement or a Shelf Registration Statement (in the case of
clause (i) above), (2) upon the effectiveness of the Exchange Offer 
Registration Statement or a Shelf Registration Statement (in the case of clause
(ii) above), or (3) upon the exchange of Exchange Capital Securities, Exchange
Guarantees and Exchange Subordinated Debentures for all Capital Securities,
Guarantees and Subordinated Debentures tendered (in the case of clause (iii)(A)
above), or upon the effectiveness of the Shelf Registration Statement which had
ceased to remain effective (in the case of clause (iii)(B) above), additional
Distributions on the liquidation amount of the Capital Securities as a result of
such clause (or the relevant subclause thereof), as the case may be, shall cease
to accumulate.

          Any amounts of additional Distributions due pursuant to clauses (i),
(ii) or (iii) above will be payable in cash on January 15 and July 15 of each
year to the Holders on the first day of the month in which the relevant
Distribution date falls.


                                   ARTICLE XV
                                 MISCELLANEOUS

SECTION 15.1    Notices.
                ------- 

          All notices provided for in this Declaration shall be in writing, duly
signed by the party giving such notice, and

                                       71
<PAGE>
 
shall be delivered, telecopied or mailed by first class mail, as follows:

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

                First USA Capital Trust I
                1601 Elm Street,
                47th Floor
                Dallas, Texas 75201

                Attention:    Jack M. Antonini, Administrative Trustee

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

                The Bank of New York (Delaware)
                23 White Clay Center
                Route 273
                Newark, Delaware 19711
                Attention: Corporate Trust Department

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

                The Bank of New York
                101 Barclay Street, 21 West
                New York, New York 10283

                Attention:   Corporate Trust
                             Trustee Administration

          (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):

                First USA, Inc.
                1601 Elm Street
                47th Floor
                Dallas, Texas 75201

                Attention:  Philip E. Taken, General Counsel

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

                                       72
<PAGE>
 
          All such notices shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid except that if a notice or other document is refused delivery or
cannot be delivered because of a changed address of which no notice was given,
such notice or other document shall be deemed to have been delivered on the date
of such refusal or inability to deliver.

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

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

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

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

SECTION 15.4    Headings.
                -------- 

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

SECTION 15.5    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 so expressed.

SECTION 15.6    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 15.7    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

                                       73
<PAGE>
 
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.

                                       74
<PAGE>
 
           IN WITNESS WHEREOF, the undersigned has caused these presents to be
executed as of the day and year first above written.


                         /s/ Jack M. Antonini
                         -----------------------------------
                         Jack M. Antonini, as Administrative 
                         Trustee


                         /s/ Peter W. Atwater                
                         -----------------------------------                  
                         Peter W. Atwater, as Administrative 
                         Trustee


                         /s/ Philip E. Taken
                         ----------------------------------
                         Philip E. Taken, as Administrative 
                         Trustee


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


                         By:   /s/ Joseph G. Ernst
                              --------------------------------
                            Name:   Joseph G. Ernst
                            Title:  Assistant Vice President


                         THE BANK OF NEW YORK,
                         as Property Trustee


                         By:/s/ Stephen J. Giurlando
                            --------------------------------
                            Name:   Stephen J. Giurlando
                            Title:  Assistant Vice President


                         FIRST USA, INC.
                         as Sponsor


                         By: /s/ Philip E. Taken
                            --------------------------------
                            Name:
                            Title:
 

                                       75
<PAGE>
 
                                    ANNEX I


                                    TERMS OF
                   9.33% SERIES A/SERIES B CAPITAL SECURITIES
                            9.33% COMMON SECURITIES


          Pursuant to Section 7.1 of the Amended and Restated Declaration of
Trust, dated as of December 20, 1996 (as amended from time to time, the
"Declaration"), the designation, rights, privileges, restrictions, preferences
and other terms and provisions of the Securities are set out below (each
capitalized term used but not defined herein has the meaning set forth in the
Declaration or, if not defined in such Declaration, as defined in the Offering
Memorandum referred to below in Section 2(c) of this Annex I):

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

          (a) Capital Securities.  200,000 Series A Capital Securities of the
              ------------------                                             
Trust and 200,000 Series B Capital Securities of the Trust, each series with an
aggregate liquidation amount with respect to the assets of the Trust of two
hundred million dollars ($200,000,000), plus up to an additional 30,000 Series A
Capital Securities of the Trust and 30,000 Series B Capital Securities, each
series with an aggregate liquidation amount with respect to the assets of the
Trust of thirty million dollars ($30,000,000) solely to cover overallotments, as
provided in the Purchase Agreement, and each with a liquidation amount with
respect to the assets of the Trust of $1,000 per security, are hereby designated
for the purposes of identification only as "9.33% Series A Capital Securities"
and "9.33% Series B Capital Securities", respectively (collectively, the
"Capital Securities").  The certificates evidencing the Capital Securities
shall be substantially in the form of Exhibit A-1 to the Declaration, with such
changes and additions thereto or deletions therefrom as may be required by
ordinary usage, custom or practice or to conform to the rules of any stock
exchange on which the Capital Securities are listed.

          (b) Common Securities.  6,186 Common Securities of the Trust with an
              -----------------                                               
aggregate liquidation amount with respect to the assets of the Trust of six
million one hundred eighty six thousand dollars ($6,186,000) (or up to an
additional 928 Common Securities with an aggregate liquidation amount with
respect to the assets of the Trust of nine hundred twenty eight thousand dollars
($928,000) in the event the overallotment option referred to above is exercised)
and a liquidation amount with respect to the assets of the Trust of $1,000 per
security, are hereby designated for the purposes of identification only as
"9.33% Common Securities" (the "Common Securities").  The certificates evidenc-

                                      I-1
<PAGE>
 
ing the Common Securities shall be substantially in the form of Exhibit A-2 to
the Declaration, with such changes and additions thereto or deletions therefrom
as may be required by ordinary usage, custom or practice.

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

          (a) Distributions payable on each Security will be fixed at a rate per
annum of 9.33% (the "Coupon Rate") of the liquidation amount of $1,000 per
Security (the "Liquidation Amount"), such rate being the rate of interest
payable on the Debentures to be held by the Property Trustee.  Distributions in
arrears for more than one semi-annual period will bear additional distributions
thereon compounded semi-annually at the Coupon Rate (to the extent permitted by
applicable law).  Pursuant to the Registration Rights Agreement, in certain
limited circumstances the Debenture Issuer will be required to pay Liquidated
Damages (as defined in the Registration Rights Agreement) with respect to the
Debentures.  The term "Distributions", as used herein, includes distributions
of any such interest and Liquidated Damages payable unless otherwise stated.  A
Distribution is payable only to the extent that payments are made in respect of
the Debentures held by the Property Trustee and to the extent the Property
Trustee has funds on hand legally available therefor.

          (b) Distributions on the Securities will be cumulative, will
accumulate from the most recent date to which Distributions have been paid or,
if no Distributions have been paid, from December 20, 1996, and will be payable
semi-annually in arrears on January 15 and July 15 of each year, commencing on
July 15, 1997 (each, a "Distribution Date"), except as otherwise de scribed
below.  Distributions will be computed on the basis of a 360-day year consisting
of twelve 30-day months and for any period less than a full calendar month on
the basis of the actual number of days elapsed in such month.  As long as no
Event of Default has occurred and is continuing under the Indenture, the
Debenture Issuer has the right under the Indenture to defer payments of interest
by extending the interest payment period at any time and from time to time on
the Debentures for a period not exceeding 10 consecutive semi-annual periods,
including the first such semi-annual period during such period (each an
"Extension Period"), during which Extension Period no interest shall be due and
payable on the Debentures, provided that no Extension Period shall extend beyond
                           -------- ----                                        
the Maturity Date of the Debentures.  As a consequence of such deferral,
Distributions will also be deferred.  Despite such deferral, Distributions will
continue to accumulate with additional Distributions thereon (to the extent
permitted by applicable law but not at a rate greater than the rate at which
interest is then accruing on the Debentures) at the Coupon Rate compounded semi-
annually during any such Extension Period.  Prior to the termination of any such
Extension Period, the Debenture Issuer may further defer payments of interest by

                                      I-2
<PAGE>
 
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 10 consecutive semi-annual periods, including the first
semi-annual period during such Extension Period, or extend beyond the Maturity
Date of the Debentures.  Upon the termination of any Extension Period and the
payment of all amounts then due, the Debenture Issuer may commence a new
Extension Period, subject to the above requirements.

          (c) Distributions on the Securities will be payable to the Holders
thereof as they appear on the books and records of the Trust on the first day of
the month in which the relevant Distribution Date occurs, which Distribution
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 Capital Securities will be made as described
under the heading "Description of the Capital Securities -- Form, Denomination,
Book-Entry Procedures and Transfer" in the Offering Memorandum dated December
17, 1996, of the Debenture Issuer and the Trust relating to the Securities and
the Debentures.  The relevant record dates for the Common Securities shall be
the same as the record dates for the Capital Securities.  Distributions payable
on any Securities that are not punctually paid on any Distribution Date, as a
result of the Debenture Issuer having failed to make a payment under the
Debentures, will cease to be payable to the Holder on the relevant record date,
and such defaulted Distribution will instead be payable to the Person in whose
name such Securities are registered on the special record date or other
specified date determined in accordance with the Indenture. If any date on which
Distributions are payable on the Securities is not a Business Day, then payment
of the Distribution payable on such date will be made on the next succeeding day
that is a Business Day (and without any interest or other payment in respect of
any such delay), with the same force and effect as if made on such date.

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

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

          In the event of any termination of the Trust or the Sponsor otherwise
gives notice of its election to liquidate the Trust pursuant to Section
8.1(a)(iii) of the Declaration, the Trust shall be liquidated by the
Administrative Trustees as expeditiously as the Administrative Trustees
determine to be possible by distributing, after satisfaction of liabilities to
creditors of the Trust as provided by applicable law, to the Holders a Like
Amount (as defined below) of the Debentures,

                                      I-3
<PAGE>
 
unless such distribution is determined by the Property Trustee not to be
practicable, in which event such Holders will be entitled to receive out of the
assets of the Trust legally available for distribution to Holders, after
satisfaction of liabilities to creditors of the Trust as provided by applicable
law, an amount equal to the aggregate of the liquidation amount of $1,000 per
Security plus accumulated and unpaid Distributions thereon to the date of
payment (such amount being the "Liquidation Distribution").

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

          If, upon any such liquidation, the Liquidation Distribution can be
paid only in part because the Trust has insufficient assets on hand legally
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) Upon the repayment of the Debentures in whole or in part, at
maturity or upon early redemption (either at the option of the Debenture Issuer
or pursuant to a Special Event, as described below), the proceeds from such
repayment shall be simultaneously applied by the Property Trustee (subject to
the Property Trustee having received notice no later than 45 days prior to such
repayment) to redeem a Like Amount of the Securities at a redemption price
equal to (i) in the case of the repayment of the Debentures at maturity, the
Maturity Redemption Price (as defined below), (ii) in the case of the optional
redemption of the Debentures upon the occurrence and continuation of a Special
Event, the Special Event Redemption Price (as defined below) and (iii) in the
case of the optional redemption of the Debentures other than as a result of the
occurrence and continuance of a Special Event, the Optional Redemption Price (as
defined below).  The Maturity Redemption Price, the Special Event Redemption
Price and the Optional Redemption Price are referred to collectively as the
"Redemption Price".  Holders will be given not less than 30 nor more than 60
days notice of such redemption.

          (b)  (i)  The "Maturity Redemption Price", with respect to a
redemption of Securities, shall mean an amount equal to the principal of and
accrued and unpaid interest on the Debentures as of the maturity date thereof.

                                      I-4
<PAGE>
 
          (ii)  In the case of an optional redemption, if fewer than all the
outstanding Securities are to be so redeemed, the Capital Securities will be
redeemed Pro Rata and the Capital Securities to be redeemed will be determined
as described in Section 4(f)(ii) below.  Upon the entry of an order for the
dissolution of the Trust by a court of competent jurisdiction, the Debentures
thereafter will be subject to optional repayment, in whole, but not in part, on
or after January 15, 2007 (the "Initial Optional Redemption Date").

          The Debenture Issuer shall have the right (subject to the conditions
in the Indenture) to elect to redeem the Debentures in whole or in part at any
time on or after the Initial Optional Redemption Date, upon not less than 30
days and not more than 60 days notice, at the Optional Redemption Price and,
simultaneous with such redemption, to cause a Like Amount of the Securities to
be redeemed by the Trust at the Optional Redemption Price on a Pro Rata basis.
"Optional Redemption Price" shall mean a price equal to the percentage of the
liquidation amount of Securities to be redeemed plus accumulated and unpaid
Distributions thereon, if any, to the date of such redemption if redeemed
during the 12-month period beginning January 15 of the years indicated below:

          Year                Percentage
          ----                ----------
          2007                 104.6650%
          2008                 104.1985%
          2009                 103.7320%
          2010                 103.2655%
          2011                 102.7990%
          2012                 102.3325%
          2013                 101.8660%
          2014                 101.3995%
          2015                 100.9330%
          2016                 100.4665%
          2017 and thereafter  100.0000%

          (c) If at any time a Tax Event or a Regulatory Capital Event (each as
defined below, and each a "Special Event") occurs, the Debenture Issuer shall
have the right (subject to the conditions set forth in the Indenture) at any
time prior to the Initial Optional Redemption Date, upon not less than 30 nor
more than 60 days notice, to redeem the Debentures in whole, but not in part,
within the 90 days following the occurrence of such Special Event (the "90 Day
Period"), and, simultaneous with such redemption, to cause a Like Amount of the
Securities to be redeemed by the Trust at the Special Event Redemption Price on
a Pro Rata basis.

          "Tax Event" shall occur upon receipt by the Administrative Trustee of
an opinion of a nationally recognized tax counsel

                                      I-5
<PAGE>
 
(a "Tax Event Opinion") experienced in such matters to the effect that, as a
result of any amendment to, or change (including any announced prospective
change) in, the laws or any regulations thereunder of the United States or any
political subdivision or taxing authority thereof or therein, or as a result of
any official administrative pronouncement or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective or
which pronouncement or decision is announced on or after December 17, 1996,
there is more than an insubstantial risk that (i) the Trust is, or will be
within 90 days of the date of such opinion, subject to United States federal
income tax with respect to income received or accrued on the Debentures, (ii)
interest payable by the Debenture Issuer on the Debentures is not, or within 90
days of the date of such opinion, will not be, deductible by the Debenture
Issuer, in whole or in part, for United States federal income tax purposes, or
(iii) the Trust is, or will be within 90 days of the date of such opinion,
subject to more than a de minimis amount of other taxes, duties or other
governmental charges.

          "Regulatory Capital Event" shall occur at any time, following the date
(the "Election Date") on which the Debenture Issuer shall effectively elect to
treat the Capital Securities as Tier 1 Capital (or its equivalent), that the
Debenture Issuer shall have received an opinion of independent bank regulatory
counsel experienced in such matters to the effect that, as a result of (a) any
amendment to, or change (including any announced prospective change) in, the
laws (or any regulations thereunder) of the United States or any rules,
guidelines or policies of the Federal Reserve Board or, if applicable, the
Office of Thrift Supervision or, in each case, its successors, or (b) any
official administrative pronouncement or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective or
such pronouncement or decision is announced on or after the Election Date, the
Capital Securities do not constitute, or within 90 days of the date thereof,
will not constitute, Tier I Capital (or its then equivalent).

          "Special Event Redemption Price" shall mean, with respect to a
redemption of Securities, a price equal to the greater of (i) 100% of the
principal of a Like Amount of Debentures to be redeemed or (ii) the sum, as
determined by a Quotation Agent (as defined in the Indenture), of the present
values of the principal amount and premium payable with respect to an optional
redemption of a Like Amount of the Debentures on the Initial Optional Redemption
Date, together with scheduled payments of interest on the Debentures from the
redemption date to and including the Initial Optional Redemption Date,
discounted to the redemption date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Adjusted Treasury Rate (as
defined in the Indenture), plus, in each case, accumu-

                                      I-6
<PAGE>
 
lated and unpaid Distributions thereon, if any, to the date of such redemption.

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

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

          (f) The procedure with respect to redemptions or 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 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. 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) In the event that fewer than all the outstanding Securities are
      to be redeemed, the Securities to be redeemed shall be redeemed Pro Rata
      from each Holder of Capital Securities, it being understood that, in
      respect of Capital Securities registered in the name of and held of record
      by the Clearing Agency or its nominee (or any successor Clear-

                                      I-7
<PAGE>
 
      ing Agency or its nominee) or any nominee, the distribution of the
      proceeds of such redemption will be made to the Clearing Agency and
      disbursed by such Clearing Agency in accordance with the procedures
      applied by such agency or nominee.

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

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

          Neither the Administrative 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 or any notice of selection of Securities for redemption or (ii) any
Securities selected for redemption except the unredeemed portion of any

                                      I-8
<PAGE>
 
Security being redeemed.  If any date fixed for redemption of Securities is not
a Business Day, then payment of the Redemption Price payable on such date will
be made on the next succeeding day that is a Business Day (and without any
interest or other payment in respect of any such delay), 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 Property Trustee or by the Sponsor as guarantor
pursuant to the relevant Securities Guarantee, Distributions on such Securities
will continue to accumulate from the original redemption date to the actual
date of payment, in which case the actual payment date will be considered the
date fixed for redemption for purposes of calculating the Redemption Price.

     (v)  Redemption/Distribution Notices shall be sent by the Property Trustee
on behalf of the Trust to (A) in respect of the Capital Securities, the
Clearing Agency or its nominee (or any successor Clearing Agency or its nominee)
if the Global Certificates have been issued or, if Definitive Capital 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 Capital Securities by tender, in the open market or
by private agreement.

          5. Voting Rights - Capital Securities.
             ---------------------------------- 

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

          (b) So long as any Debentures are held by the Property Trustee, the
Trustees shall not (i) direct the time, method and place of conducting any
proceeding for any remedy available to the Debenture Trustee, or executing any
trust or power conferred on such Debenture Trustee with respect to the
Debentures, (ii) waive any past default that is waivable under Section 5.07 of
the Indenture, (iii) exercise any right to rescind or annul a declaration of
acceleration of the maturity of the principal of the Debentures or (iv) consent
to any amendment, modification or termination of the Indenture or the
Debentures, where such consent shall be required, without, in each case,
obtaining the prior approval of the Holders of a majority in liquidation amount
of all outstanding Capital Securities; provided, however, that
                                       --------  -------      

                                      I-9
<PAGE>
 
where a consent under the Indenture would require the consent of each holder of
Debentures affected thereby, no such consent shall be given by the Property
Trustee without the prior approval of each Holder of the Capital Securities.
The Trustees shall not revoke any action previously authorized or approved by a
vote of the Holders of the Capital Securities except by subsequent vote of such
Holders.  The Property Trustee shall notify each Holder of Capital Securities of
any notice of default with respect to the Debentures.  In addition to obtaining
the foregoing approvals of such Holders of the Capital Securities, prior to
taking any of the foregoing actions, the Trustees shall obtain an opinion of
counsel experienced in such matters to the effect that the Trust will not be
classified as an association taxable as a corporation for United States federal
income tax purposes on account of such action.

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

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

          No vote or consent of the Holders of the Capital Securities will be
required for the Trust to redeem and cancel

                                      I-10
<PAGE>
 
Capital Securities or to distribute the Debentures in accordance with the
Declaration and the terms of the Securities.

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

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

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

          (b) Unless a Debenture Event of Default shall have occurred and be
continuing, any Trustee may be removed at any time by the holder of the Common
Securities.  If a Debenture Event of Default has occurred and is continuing, the
Property Trustee and the Delaware Trustee may be removed at such time by the
holders of a majority in liquidation amount of the outstanding Capital
Securities.  In no event will the holders of the Capital Securities have the
right to vote to appoint, remove or replace the Administrative Trustees, which
voting rights are vested exclusively in the Sponsor as the holder of the Common
Securities.  No resignation or removal of a Trustee and no appointment of a
successor trustee shall be effective until the acceptance of appointment by the
successor trustee in accordance with the provisions of the Declaration.

          (c) So long as any Debentures are held by the Property Trustee, the
Trustees shall not (i) direct the time, method and place of conducting any
proceeding for any remedy available to the Debenture Trustee, or executing any
trust or power conferred on such Debenture Trustee with respect to the
Debentures, (ii) waive any past default that is waivable under Section 5.07 of
the Indenture, (iii) exercise any right to rescind or annul a declaration of
acceleration of the maturity of the principal of the Debentures or (iv) consent
to any amendment, modification or termination of the Indenture or the
Debentures, where such consent shall be required, without, in each case,
obtaining the prior approval of the Holders of a majority in liquidation amount
of all outstanding Common Securities; provided, however, that where a consent
                                      --------  -------                      
under the Indenture would require the consent of each holder of Debentures
affected thereby, no such consent shall be given by the Property Trustee without
the prior approval of each Holder of the Common Securities.  The Trustees shall
not revoke any action previously authorized or approved by a vote of the Holders
of the Common Securities except by subsequent vote of such Holders.  The
Property Trustee shall notify each Holder of Common Securities of any notice of
default with respect to the

                                      I-11
<PAGE>
 
Debentures.  In addition to obtaining the foregoing approvals of such Holders of
the Common Securities, prior to taking any of the foregoing actions, the
Trustees shall obtain an opinion of counsel experienced in such matters to the
effect that the Trust will not be classified as an association taxable as a
corporation for United States federal income tax purposes on account of such
action.

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

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

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

          7. Amendments to Declaration and Indenture.
             --------------------------------------- 

          In addition to the requirements set out in Section 12.1 of the
Declaration, the Declaration may be amended from time to time by the Sponsor,
the Property Trustee and the Administrative Trustees, without the consent of the
Holders of the Securities

                                      I-12
<PAGE>
 
(i) to cure any ambiguity, correct or supplement any provisions in the
Declaration that may be inconsistent with any other provisions, or to make any
other provisions with respect to matters or questions arising under the
Declaration which shall not be inconsistent with the other provisions of the
Declaration, or (ii) to modify, eliminate or add to any provisions of the
Declaration to such extent as shall be necessary to ensure that the Trust will
be classified for United States federal income tax purposes as a grantor trust
at all times that any Securities are outstanding or to ensure that the Trust
will not be required to register as an "Investment Company" under the Investment
Company Act; provided, however, that in the case of clause (i), such action
             --------  -------                                             
shall not adversely affect in any material respect the interests of any Holder
of Securities, and any amendments of the Declaration shall become effective when
notice thereof is given to the holders of the Securities.  The Declaration may
be amended by the Trustees and the Sponsor with (i) the consent of Holders
representing a majority in liquidation amount of all outstanding Securities, and
(ii) receipt by the Trustees of an Opinion of Counsel to the effect that such
amendment or the exercise of any power granted to the Trustees in accordance
with such amendment will not affect the Trust's status as a grantor trust for
United States federal income tax purposes or the Trust's exemption from status
as an Investment Company under the Investment Company Act, provided that,
                                                           -------- ---- 
without the consent of each Holder of Trust Securities, the Declaration may not
be amended to (i) change the amount or timing of any Distribution on the Trust
Securities or otherwise adversely affect the amount of any Distribution
required to be made in respect of the Trust Securities as of a specified date or
(ii) restrict the right of a holder of Trust Securities to institute suit for
the enforcement of any such payment on or after such date.

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

                                      I-13
<PAGE>
 
          9.  Ranking.
              ------- 

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

          10. Acceptance of Securities Guarantee and Indenture.
              ------------------------------------------------ 

          Each Holder of Capital Securities and Common Securities, by the
acceptance thereof, agrees to the provisions of the Capital 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.

          12. Miscellaneous.
              ------------- 

          These terms constitute a part of the Declaration.

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

                                      I-14
<PAGE>
 
                                  EXHIBIT A-1

                      FORM OF CAPITAL SECURITY CERTIFICATE

                           [FORM OF FACE OF SECURITY]

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

          UNLESS THIS CAPITAL SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE 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 CAPITAL 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.]

          THE CAPITAL SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE
SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAW.  NEITHER THIS CAPITAL
SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION.

          THE HOLDER OF THIS CAPITAL SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO
OFFER, SELL OR OTHERWISE TRANSFER THIS CAPITAL SECURITY, PRIOR TO THE DATE (THE
"RESALE RESTRICTION TERMINATION DATE") WHICH IS THREE YEARS AFTER THE LATER OF
THE ORIGINAL ISSUANCE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY
"AFFILIATE" OF THE COMPANY WAS THE OWNER OF THIS CAPITAL SECURITY (OR ANY
PREDECESSOR OF THIS CAPITAL SECURITY) ONLY (A) TO THE COMPANY, (B) PURSUANT TO A
REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (C) SO LONG AS THIS CAPITAL SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT

                                      A1-1
<PAGE>
 
REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE
144A) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT
OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING
OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT
THAT IS ACQUIRING THIS CAPITAL SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT
OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT
WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN
VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT, SUBJECT
TO THE RIGHT OF THE TRUST AND THE COMPANY PRIOR TO ANY SUCH OFFER, SALE OR
TRANSFER (i) PURSUANT TO CLAUSE (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH
OF THEM, AND (ii) PURSUANT TO CLAUSE (E), TO REQUIRE THAT A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE REVERSE OF THIS CAPITAL SECURITY IS
COMPLETED AND DELIVERED BY THE TRANSFEREE TO THE TRUST.  SUCH HOLDER FURTHER
AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS CAPITAL SECURITY IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

                                     A1-2
<PAGE>
 
Certificate Number                                  Number of Capital Securities

                                                            CUSIP NO. __________


                   Certificate Evidencing Capital Securities

                                      of

                           First USA Capital Trust I


                       9.33% Series __ Capital Securities
                (liquidation amount $1,000 per Capital Security)

          First USA Capital Trust I, a statutory business trust formed under the
laws of the State of Delaware (the "Trust"), hereby certifies that
______________ (the "Holder") is the registered owner of __________ securities
of the Trust representing undivided beneficial interests in the assets of the
Trust designated the 9.33% Series __ Capital Securities (liquidation amount
$1,000 per Capital Security) (the "Capital Securities").  The Capital Securities
are transferable on the books and records of the Trust, in person or by a duly
authorized attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer.  The designation, rights, privileges, restrictions,
preferences and other terms and provisions of the Capital Securities
represented hereby are issued and shall in all respects be subject to the
provisions of the Amended and Restated Declaration of Trust of the Trust dated
as of December 20, 1996, as the same may be amended from time to time (the
"Declaration"), including the designation of the terms of the Capital Securities
as set forth in Annex I to the Declaration.  Capitalized terms used but not
defined herein shall have the meaning given them in the Declaration.  The
Sponsor will provide a copy of the Declaration, the Capital Securities Guarantee
and the Indenture to a Holder without charge upon written request to the Trust
at its principal place of business.

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

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

                                     A1-3
<PAGE>
 
          IN WITNESS WHEREOF, the Trust has executed this certificate this ____
day of __________, ____.


                         FIRST USA CAPITAL TRUST I


                         By:________________________________
                            Name:
                            Administrative Trustee


          PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Dated: __________, ___

                                    THE BANK OF NEW YORK,
                                    as Property Trustee


                                    By: __________________________
                                         Authorized Signatory

                                     A1-4
<PAGE>
 
                         [FORM OF REVERSE OF SECURITY]

          Distributions payable on each Capital Security will be fixed at a rate
per annum of 9.33% (the "Coupon Rate") of the liquidation amount of $1,000 per
Capital Security, such rate being the rate of interest payable on the Debentures
to be held by the Property Trustee.  Distributions in arrears for more than one
semi-annual period will bear interest thereon compounded semi-annually at the
Coupon Rate (to the extent permitted by applicable law).  Pursuant to the
Registration Rights Agreement, in certain limited circumstances the Debenture
Issuer will be required to pay Liquidated Damages (as defined in the
Registration Rights Agreement) with respect to the Debentures.  The term
"Distributions", as used herein, includes such cash distributions and any such
interest and such Liquidated Damages payable unless otherwise stated.  A
Distribution is payable only to the extent that payments are made in respect of
the Debentures held by the Property Trustee and to the extent the Property
Trustee has funds on hand legally available therefor.

          Distributions on the Capital Securities will be cumulative, will
accumulate from the most recent date to which Distributions have been paid or,
if any Distributions have been paid, from December 20, 1996 and will be payable
semi-annually in arrears, on January 15 and July 15 of each year, commencing on
July 15, 1997, except as otherwise described below.  Distributions will be
computed on the basis of a 360-day year consisting of twelve 30-day months and,
for any period less than a full calendar month, the number of days elapsed in
such month.  As long as no Event of Default has occurred and is continuing under
the Indenture, the Debenture Issuer has the right under the Indenture to defer
payments of interest by extending the interest payment period at any time and
from time to time on the Debentures for a period not exceeding 10 consecutive
calendar semi-annual periods, including the first such semi-annual period during
such extension period (each an "Extension Period"), provided that no Extension
                                                    -------- ----             
Period shall extend beyond the Maturity Date of the Debentures.  As a
consequence of such deferral, Distributions will also be deferred.  Despite
such deferral, semi-annual Distributions will continue to accumulate with
interest thereon (to the extent permitted by applicable law, but not at a rate
exceeding the rate of interest then accruing on the Debentures) at the Coupon
Rate compounded semi-annually during any such Extension Period.  Prior to the
termination of any such Extension Period, the Debenture Issuer may further defer
payments of interest by further extending such Extension Period; provided that
                                                                 -------- ----
such Extension Period, together with all such previous and further extensions
within such Extension Period, may not exceed 10 consecutive semi-annual periods,
including the first semi-annual period during such Extension Period, or extend
beyond the Maturity Date of the Debentures.  Payments of accumulated
Distributions will be payable to Holders as they appear on the books and
records of the

                                     A1-5
<PAGE>
 
Trust on the first record date after the end of the Extension Period.  Upon the
termination of any Extension Period and the payment of all amounts then due, the
Debenture Issuer may commence a new Extension Period, subject to the above
requirements.

          Subject to the prior obtaining of any regulatory approval then
required and to certain other conditions set forth in the Declaration and the
Indenture, the Property Trustee may, at the direction of the Sponsor, at any
time liquidate the Trust and cause the Debentures to be distributed to the
holders of the Securities in liquidation of the Trust or, simultaneous with any
redemption of the Debentures, cause a Like Amount of the Securities to be
redeemed by the Trust.

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

                                     A1-6
<PAGE>
 
                             _____________________


                                   ASSIGNMENT

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

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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


________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

                   (Insert address and zip code of assignee)


and irrevocably appoints
________________________________________________________________________________

________________________________________________________________________________

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


Date: _______________________

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

Signature Guarantee/*/:  ___________________________________


________
/*/  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.

                                     A1-7
<PAGE>
 
[Include the following if the Capital Security bears a Restricted Capital
Securities Legend --

In connection with any transfer of any of the Capital Securities evidenced by
this certificate, the undersigned confirms that such Capital Securities are
being:

CHECK ONE BOX BELOW
 
     (1)  [ ]  exchanged for the undersigned's own account without
               transfer; or
 
     (2)  [ ]  transferred pursuant to and in compliance with
               Rule 144A under the Securities Act of 1933; or
 
     (3)  [ ]  transferred pursuant to and in compliance with
               Regulation S under the Securities Act of 1933; or

     (4)  [ ]  to an institutional "accredited investor" within the meaning of
               subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the
               Securities Act of 1933 that is acquiring the Capital Securities
               for its own account, or for the account of such an institutional
               "accredited investor," for investment purposes and not with a
               view to, or for offer or sale in connection with, any
               distribution in violation of the Securities Act of 1933; or

     (5)  [ ]  transferred pursuant to another available exemption from the
               registration requirements of the Securities Act of 1933; or

     (6)  [ ]  transferred pursuant to an effective registration statement.

Unless one of the boxes is checked, the Exchange Agent will refuse to register
any of the Capital Securities evidenced by this certificate in the name of any
person other than the registered Holder thereof; provided, however, that if box
                                                 --------  -------             
(3), (4) or (5) is checked, the Exchange Agent may require, prior to
registering any such transfer of the Capital Securities such legal opinions,
certifications and other information as the Trust has reasonably requested to
confirm that such transfer is being made pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act
of 1933, such as the exemption provided by Rule 144 under such Act; provided,
                                                                    -------- 
further, that (i) if box 2 is checked, the transferee must also certify that it
-------                                                                        
is a qualified institutional buyer as defined in Rule 144A or (ii) if box (4) is
checked, the transfer-

                                     A1-8
<PAGE>
 
ee must also provide to the Exchange Agent a Transferee Letter of Representation
in the form attached to the Offering Memorandum of the Trust dated December 17,
1996; provided, further, that after the date that a Registration Statement has
been filed and so long as such Registration Statement continues to be effective,
the Exchange Agent may only permit transfers for which box (5) has been checked.


                                        _______________________________ 
                                                 Signature

                                     A1-9
<PAGE>
 
                                  EXHIBIT A-2

                      FORM OF COMMON SECURITY CERTIFICATE

          THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS OR ANY
OTHER APPLICABLE SECURITIES LAW.  NEITHER THIS COMMON SECURITY NOR ANY INTEREST
OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

          THE HOLDER OF THIS COMMON SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO
OFFER, SELL OR OTHERWISE TRANSFER THIS COMMON SECURITY, PRIOR TO THE DATE (THE
"RESALE RESTRICTION TERMINATION DATE") WHICH IS THREE YEARS AFTER THE LATER OF
THE ORIGINAL ISSUANCE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY
"AFFILIATE" OF THE COMPANY WAS THE OWNER OF THIS CAPITAL SECURITY (OR ANY
PREDECESSOR OF THIS CAPITAL SECURITY) ONLY (A) TO THE COMPANY, (B) PURSUANT TO A
REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (C) SO LONG AS THIS COMMON SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE
144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES
IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) THAT PURCHASES
FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO
WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE
UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E)
TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH
(A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING
THIS COMMON SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN
INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW
TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF
THE SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT, SUBJECT TO THE RIGHT OF THE
TRUST AND THE COMPANY PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO
CLAUSE (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (ii)
PURSUANT TO CLAUSE (E), TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM
APPEARING ON THE REVERSE OF THIS COMMON SECURITY IS COMPLETED AND DELIVERED BY
THE TRANSFEREE TO THE TRUST.  SUCH HOLDER FURTHER AGREES THAT IT WILL DELIVER TO
EACH PERSON TO WHOM THIS COMMON SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY
TO THE EFFECT OF THIS LEGEND.

                                      A2-1
<PAGE>
 
Certificate Number                                  Number of Common Securities


                    Certificate Evidencing Common Securities

                                       of

                           First USA Capital Trust I


                            9.33% Common Securities
                (liquidation amount $1,000 per Common Security)


          First USA Capital Trust I, a statutory business trust formed under the
laws of the State of Delaware (the "Trust"), hereby certifies that First USA,
Inc. (the "Holder") is the registered owner of __________ common securities of
the Trust representing undivided beneficial interests in the assets of the Trust
designated the 9.33% Common Securities (liquidation amount $1,000 per Common
Security) (the "Common Securities").  The Common 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 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 December 20, 1996, as the
same may be amended from time to time (the "Declaration"), including the
designation of the terms of the Common Securities as set forth in Annex I to the
Declaration.  Capitalized terms used but not defined herein shall have the
meaning given them in the Declaration.  The Sponsor will provide a copy of the
Declaration, the Common Securities Guarantee and the Indenture (including any
supplemental indenture) to a Holder without charge upon written request to the
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 and to the benefits of
the Common Securities Guarantee to the extent provided therein.

          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.

                                      A2-2
<PAGE>
 
          IN WITNESS WHEREOF, the Trust has executed this certificate this ___
day of ____________, ____.


                         FIRST USA CAPITAL TRUST I


                         By:________________________________
                            Name:
                            Administrative Trustee

                                      A2-3
<PAGE>
 
                         [FORM OF REVERSE OF SECURITY]

          Distributions payable on each Common Security will be fixed at a rate
per annum of 9.33% (the "Coupon Rate") of the liquidation amount of $1,000 per
Common Security, such rate being the rate of interest payable on the Debentures
to be held by the Property Trustee.  Distributions in arrears for more than one
semi-annual period will bear interest thereon compounded semi-annually at the
Coupon Rate (to the extent permitted by applicable law).  Pursuant to the
Registration Rights Agreement, in certain limited circumstances the Debenture
Issuer will be required to pay Liquidated Damages (as defined in the
Registration Rights Agreement) with respect to the Debentures.  The term
"Distributions", as used herein, includes such cash distributions and any such
interest and such Liquidated Damages payable unless otherwise stated.  A
Distribution is payable only to the extent that payments are made in respect of
the Debentures held by the Property Trustee and to the extent the Property
Trustee has funds available therefor.

          Distributions on the Common Securities will be cumulative, will
accrue from the most recent date to which Distributions have been paid or, if
no Distributions have been paid, from December 20, 1996 and will be payable
semi-annually in arrears, on January 15 and July 15 of each year, commencing on
July 15, 1997, except as otherwise described below.  Distributions will be
computed on the basis of a 360-day year consisting of twelve 30-day months and,
for any period less than a full calendar month, the number of days elapsed in
such month.  As long as no Event of Default has occurred and is continuing under
the Indenture, the Debenture Issuer has the right under the Indenture to defer
payments of interest by extending the interest payment period at any time and
from time to time on the Debentures for a period not exceeding 10 consecutive
calendar semi-annual periods, including the first such semi-annual period during
such extension period (each an "Extension Period"), provided that no Extension
                                                    -------- ----             
Period shall extend beyond the Maturity Date of the Debentures.  As a
consequence of such deferral, Distributions will also be deferred.  Despite
such deferral, Distributions will continue to accumulate with interest thereon
(to the extent permitted by applicable law, but not at a rate exceeding the rate
of interest then accruing on the Debentures) at the Coupon Rate compounded semi-
annually during any such Extension Period.  Prior to the termination of any such
Extension Period, the Debenture Issuer may further defer payments of interest by
further extending such Extension Period; provided that such Extension Period,
                                         -------- ----                       
together with all such previous and further extensions within such Extension
Period, may not exceed 10 consecutive semi-annual periods, including the first
semi-annual period during such Extension Period, or extend beyond the Maturity
Date of the Debentures.  Payments of accrued Distributions will be payable to
Holders as they appear on the books and records of the Trust on the first record
date after the end of the Extension Period.  Upon the termination of any
Extension Period and the payment of all

                                      A2-4
<PAGE>
 
amounts then due, the Debenture Issuer may commence a new Extension Period,
subject to the above requirements.

          Subject to the Sponsor obtaining any regulatory prior approval then
required and to certain other conditions set forth in the Declaration and the
Indenture, the Property Trustee may, at the direction of the Sponsor, at any
time liquidate the Trust and cause the Debentures to be distributed to the
holders to the Securities in liquidation of the Trust or, simultaneous with any
redemption of the Debentures, cause a Like Amount of the Securities to be
redeemed by the Trust.

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

                                      A2-5
<PAGE>
 
                             _____________________


                                   ASSIGNMENT

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

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

(Insert address and zip code of assignee)

and irrevocably appoints ______________________________________________________

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

Date: _______________________

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

Signature Guarantee/*/:  ___________________________________



__________
/*/  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.

                                      A2-6
<PAGE>
 
[Include the following if the Common Security bears a Restricted Common
Securities Legend --

In connection with any transfer of any of the Common Securities evidenced by
this certificate, the undersigned confirms that such Common Securities are
being:
 
CHECK ONE BOX BELOW
 
     (1)  [ ]   exchanged for the undersigned's own account with
                out transfer; or
 
     (2)  [ ]   transferred pursuant to and in compliance with
                Rule 144A under the Securities Act of 1933; or
 
     (3)  [ ]   transferred pursuant to and in compliance with
                Regulation S under the Securities Act of 1933; or

     (4)  [ ]   to an institutional "accredited investor" within the meaning of
                subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the
                Securities Act that is acquiring the Preferred Security for its
                own account, or for the account of such an institutional
                "accredited investor," for investment purposes and not with a
                view to, or for offer or sale in connection with, any
                distribution in violation of the Securities Act; or

     (5)  [ ]   transferred pursuant to another available exemption from the
                registration requirements of the Securities Act of 1933; or

     (6)  [ ]   transferred pursuant to an effective Registration Statement.

Unless one of the boxes is checked, the Exchange Agent will refuse to register
any of the Common Securities evidenced by this certificate in the name of any
person other than the registered Holder thereof; provided, however, that if box
                                                 --------  -------             
(3), (4) or (5) is checked, the Exchange Agent may require, prior to registering
any such transfer of the Preferred Securities such legal opinions,
certifications and other information as the Trust has reasonably requested to
confirm that such transfer is being made pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act
of 1933, such as the exemption provided by Rule 144 under such Act; provided,
                                                                    -------- 
further, that (i) if box 2 is checked, the transferee must also certify that it
-------                                                                        
is a qualified institutional buyer as defined in Rule 144A or (ii) if box 4 is
checked, the transferee must also

                                      A2-7
<PAGE>
 
provide a Transferee Representation Letter in the form attached to the Offering
Memorandum of the Trust, dated December 17, 1996, after the date that a
Registration Statement has been filed and so long as such Registration Statement
continues to be effective, the Exchange Agent may only permit transfers for
which box (5) has been checked.


                                           _____________________________________
                                                          Signature

                                      A2-8