<PAGE>   1
                                                                    EXHIBIT 4.12






                    AMENDED AND RESTATED DECLARATION OF TRUST

                                      AMONG

                          REGIONS FINANCIAL CORPORATION
                                  AS DEPOSITOR,

                              BANKERS TRUST COMPANY
                              AS PROPERTY TRUSTEE,

                            BANKERS TRUST (DELAWARE)
                              AS DELAWARE TRUSTEE,

                                       AND

                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN

                         REGIONS FINANCING TRUST [I/II]

                           DATED AS OF _________, 2001




<PAGE>   2
                         REGIONS FINANCING TRUST [I/II]

         Certain Sections of this Declaration relating to Sections 310 through
318 of the Trust Indenture Act of 1939:

Trust Indenture Declaration

<TABLE>
<CAPTION>
Act                             Section                            Section
---                             -------                            -------
<S>                             <C>                               <C>
310                             (a)(1)                                     8.7

                                (a)(2)                                     8.7

                                (a)(3)                                     8.9

                                (a)(4)                              2.7 (a)(ii)

311                             (a)(b)                                     8.8
312                             (a)                                        5.7

                                (b)                                        5.7

                                (c)                                        5.7

313                             (a).                                    8.14(a)

                                (a)(4)                                  8.14(b)

                                (b)                                     8.14(b)

                                (c)                                       10.8

                                (d)                                     8.14(c)

314                             (a)                                       8.15

                                (b)                             Not Applicable

                                (c)(1)                                    8.16

                                (c)(2)                                    8.16

                                (c)(3)                          Not Applicable

                                (d)                             Not Applicable

                                (e)                                  1.1, 8.16

315                             (a)                                      8.1(a)

                                (b)                                  8.2, 10.8

                                (c)                                      8.1(a)

                                (d)                                   8.1, 8.3
</TABLE>

                                      -i-
<PAGE>   3

<TABLE>
<S>                              <C>                          <C>
                                (e)                           Not Applicable

316                             (a)                           Not Applicable

                                (a)(1)(A)                     Not Applicable

                                (a)(1)(B)                     Not Applicable

                                (a)(2)                        Not Applicable

                                (b)                                     5.14

                                (c)                                      6.7

317                             (a)(1)                        Not Applicable

                                (a)(2)                        Not Applicable

                                (b)                                      5.9

318                             (a)                                    10.10
</TABLE>


Note: This reconciliation and tie sheet shall not, for any purpose, be deemed to
be a part of the Declaration.


                                      -ii-

<PAGE>   4

                                TABLE OF CONTENTS

<TABLE>
<S>               <C>                                                                                   <C>
ARTICLE I.        INTERPRETATION AND DEFINITIONS.........................................................1
   SECTION 1.1.     Interpretation.......................................................................1
   SECTION 1.2.     Certain Definitions..................................................................2
ARTICLE II.       CONTINUATION OF THE TRUST..............................................................8
   SECTION 2.1.     Name.................................................................................8
   SECTION 2.2.     Office of the Delaware Trustee; Principal Place of Business..........................8
   SECTION 2.3.     Initial Contribution of Trust Property; Organizational Expenses......................9
   SECTION 2.4.     Issuance of the Preferred Securities.................................................9
   SECTION 2.5.     Issuance of the Common Securities; Subscription and Purchase of Debentures...........9
   SECTION 2.6.     Declaration of Trust.................................................................9
   SECTION 2.7.     Authorization to Enter into Certain Transactions....................................10
   SECTION 2.8.     Assets of Trust.....................................................................12
   SECTION 2.9.     Title to Trust Property.............................................................12
ARTICLE III.      PAYMENT ACCOUNT.......................................................................13
   SECTION 3.1.     Payment Account.....................................................................13
ARTICLE IV.       DISTRIBUTIONS; REDEMPTION.............................................................13
   SECTION 4.1.     Distributions.......................................................................13
   SECTION 4.2.     Redemption..........................................................................14
   SECTION 4.3.     Subordination of Common Securities..................................................15
   SECTION 4.4.     Payment Procedures..................................................................16
   SECTION 4.5.     Tax Returns and Reports.............................................................16
   SECTION 4.6.     Payment of Taxes, Duties, Etc.  of the Trust........................................16
   SECTION 4.7.     Payments under Indenture or Pursuant to Direct Actions..............................16
   SECTION 4.8.     Liability of the Holder of Common Securities........................................16
ARTICLE V.        TRUST SECURITIES CERTIFICATES.........................................................17
   SECTION 5.1.     Initial Ownership...................................................................17
   SECTION 5.2.     The Trust Securities Certificates...................................................17
   SECTION 5.3.     Execution and Delivery of Trust Securities Certificates.............................17
   SECTION 5.4.     Registration of Transfer and Exchange of Trust Securities Certificates..............17
   SECTION 5.5.     Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates..................18
   SECTION 5.6.     Persons Deemed Holders..............................................................18
   SECTION 5.7.     Access to List of Holders' Names and Addresses......................................19
   SECTION 5.8.     Maintenance of Office or Agency.....................................................19
   SECTION 5.9.     Appointment of Paying Agent.........................................................19
   SECTION 5.10.    Ownership of Common Securities by Depositor.........................................19
   SECTION 5.11.    Global Preferred Securities Certificates; Common Securities Certificate.............20
   SECTION 5.12.    Notices to Clearing Agency..........................................................20
   SECTION 5.13.    Definitive Preferred Securities Certificates........................................20
   SECTION 5.14.    Rights of Holders...................................................................21
ARTICLE VI.       ACTS OF HOLDERS; MEETINGS; VOTING.....................................................22
   SECTION 6.1.     Limitations on Voting Rights........................................................22
   SECTION 6.2.     Notice of Meetings..................................................................23
   SECTION 6.3.     Meetings of Holders of Preferred Securities.........................................23
   SECTION 6.4.     Voting Rights.......................................................................24
   SECTION 6.5.     Proxies, etc........................................................................24
   SECTION 6.6.     Holder Action by Written Consent....................................................24
   SECTION 6.7.     Record Date for Voting and Other Purposes...........................................24
   SECTION 6.8.     Acts of Holders.....................................................................24
   SECTION 6.9.     Inspection of Records...............................................................25
ARTICLE VII.      REPRESENTATIONS AND WARRANTIES........................................................25
   SECTION 7.1.     Representations and Warranties of the Property Trustee and the Delaware Trustee.....25
   SECTION 7.2.     Representations and Warranties of Depositor.........................................26
ARTICLE VIII.     THE TRUSTEES..........................................................................26
   SECTION 8.1.     Certain Duties and Responsibilities.................................................26
</TABLE>

                                      -i-
<PAGE>   5

<TABLE>
<S>               <C>                                                                                   <C>
   SECTION 8.2.     Certain Notices.....................................................................27
   SECTION 8.3.     Certain Rights of Property Trustee..................................................28
   SECTION 8.4.     Not Responsible for Recitals or Issuance of Securities..............................29
   SECTION 8.5.     May Hold Securities.................................................................29
   SECTION 8.6.     Compensation; Indemnity; Fees.......................................................30
   SECTION 8.7.     Corporate Property Trustee Required; Eligibility of Trustees........................30
   SECTION 8.8.     Conflicting Interests...............................................................31
   SECTION 8.9.     Co-Trustees and Separate Trustee....................................................31
   SECTION 8.10.    Resignation and Removal; Appointment of Successor...................................32
   SECTION 8.11.    Acceptance of Appointment by Successor..............................................33
   SECTION 8.12.    Merger, Conversion, Consolidation or Succession to Business.........................33
   SECTION 8.13.    Preferential Collection of Claims Against Depositor or Trust........................34
   SECTION 8.14.    Reports by Property Trustee.........................................................34
   SECTION 8.15.    Reports to the Property Trustee.....................................................34
   SECTION 8.16.    Evidence of Compliance with Conditions Precedent....................................34
   SECTION 8.17.    Number of Administrative Trustees...................................................35
   SECTION 8.18.    Delegation of Power.................................................................35
   SECTION 8.19.    Delaware Trustee....................................................................35
ARTICLE IX.       TERMINATION, LIQUIDATION AND MERGER...................................................36
   SECTION 9.1.     Dissolution Upon Expiration Date....................................................36
   SECTION 9.2.     Early Termination...................................................................36
   SECTION 9.3.     Termination.........................................................................36
   SECTION 9.4.     Liquidation.........................................................................36
   SECTION 9.5.     Mergers, Consolidations, Amalgamations or Replacements of the Trust.................37
ARTICLE X.        MISCELLANEOUS PROVISIONS..............................................................38
   SECTION 10.1.    Limitation of Rights of Holders.....................................................38
   SECTION 10.2.    Amendment...........................................................................38
   SECTION 10.3.    Separability........................................................................39
   SECTION 10.4.    Governing Law.......................................................................39
   SECTION 10.5.    Payments Due on Non-Business Day....................................................40
   SECTION 10.6.    Successors..........................................................................40
   SECTION 10.7.    Headings............................................................................40
   SECTION 10.8.    Reports, Notices and Demands........................................................40
   SECTION 10.9.    Agreement Not to Petition...........................................................40
   SECTION 10.10.   Agreed Tax Treatment of Trust and Trust Securities..................................41
   SECTION 10.11.   Application of Trust Indenture Act..................................................41
   SECTION 10.12.   Acceptance of Terms of Declaration, Guarantee and Indenture.........................41
   SECTION 10.13.   Counterparts........................................................................41


EXHIBIT A                  Certificate of Trust
EXHIBIT B                  Form of Letter of Representation
EXHIBIT C                  Form of Stock Certificate
EXHIBIT D                  Form of Expense Agreement
EXHIBIT E                  Form of Preferred Securities Certificate
</TABLE>


                                      -ii-
<PAGE>   6
         AMENDED AND RESTATED DECLARATION OF TRUST, dated as of ____________,
2001, among (i) REGIONS FINANCIAL CORPORATION, a Delaware corporation (including
any successors or assigns, the "Depositor"), (ii) BANKERS TRUST COMPANY, a
banking corporation organized under the laws of the State of New York, as
property trustee, (in each such capacity, the "Property Trustee" and, in its
separate corporate capacity and not in its capacity as Property Trustee, the
"Bank"), (iii) BANKERS TRUST (DELAWARE), a banking corporation organized under
the laws of the State of Delaware, as Delaware trustee (the "Delaware Trustee"),
(iv) __________________, an individual, _________________, an individual, and
_________________, an individual, each of whose address is c/o REGIONS FINANCIAL
CORPORATION, 417 North 20th Street, Birmingham, Alabama 35203 (each an
"Administrative Trustee" and collectively the "Administrative Trustees") and (v)
the several HOLDERS, as hereinafter defined.

                              W I T N E S S E T H :

         WHEREAS, the Depositor, Bankers Trust (Delaware), as Trustee, and
Bankers Trust Company, as Trustee, have heretofore duly declared and established
a business trust pursuant to the Delaware Business Trust Act by the entering
into that certain Declaration of Trust, dated as of January 26, 2001 (the
"Original Declaration"), and by the execution and filing by Bankers Trust
(Delaware), as Trustee, and Bankers Trust Company, as Trustee, with the
Secretary of State of the State of Delaware of the Certificate of Trust, filed
on _____________, 2001, attached as Exhibit A; and

         WHEREAS, the Depositor and the Trustees desire to amend and restate the
Original Declaration in its entirety as set forth herein to provide for, among
other things, (i) the issuance of the Common Securities by the Trust to the
Depositor, (ii) the issuance and sale of the Preferred Securities by the Trust
pursuant to the Underwriting Agreement, (iii) the acquisition by the Trust from
the Depositor of all of the right, title and interest in the Debentures and (iv)
the appointment of the Property Trustee, the Delaware Trustee, and
Administrative Trustees;

         NOW, THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the sufficiency of
which is hereby acknowledged, each party, for the benefit of the other parties
and for the benefit of the Holders, hereby amends and restates the Original
Declaration in its entirety and agrees as follows:

                    ARTICLE I. INTERPRETATION AND DEFINITIONS

         SECTION 1.1.  INTERPRETATION.

         For all purposes of this Declaration, except as otherwise expressly
provided or unless the context otherwise requires:

         (a)      the terms defined in this Article have the meanings assigned
to them in this Article and include the plural as well as the singular;

         (b) all other terms used herein that are defined in the Trust Indenture
Act, either directly or by reference therein, have the meanings assigned to them
therein;

         (c)      unless the context otherwise requires, any reference to an
"Article" or a "Section" refers to an Article or a Section, as the case may be,
of this Declaration;

         (d) the words "herein", "hereof" and "hereunder" and other words of
similar import refer to this Declaration as a whole and not to any particular
Article, Section or other subdivision; and

         (e)      the words "include", "includes" and "including" shall be
deemed to be followed by the phrase "without limitation".


                                      -1-
<PAGE>   7

         SECTION 1.2.         CERTAIN DEFINITIONS.

         For all purposes of this Declaration, the following terms shall have
the meanings assigned below:

         "ACT" has the meaning specified in Section 6.8.

         "ADDITIONAL AMOUNT" means, with respect to Trust Securities of a given
Liquidation Amount and/or a given period, the amount of Additional Interest paid
by the Depositor on a Like Amount of Debentures for such period.

         "ADDITIONAL INTEREST" has the meaning specified in Section 101 of the
Indenture.

         "ADDITIONAL SUMS" has the meaning specified in Section 1013 of the
Indenture.

         "ADMINISTRATIVE TRUSTEE" means each of the Persons identified as an
"ADMINISTRATIVE TRUSTEE" in the preamble to this Declaration, solely in such
Person's capacity as Administrative Trustee of the Trust and not in such
Person's individual capacity, or such Administrative Trustee's successor in
interest in such capacity, or any successor trustee appointed as herein
provided.

         "AFFILIATE" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person; provided, however, that the Trust shall not
be deemed an Affiliate of the Depositor. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

         "BANK" has the meaning specified in the preamble to this Declaration.

         "BANKRUPTCY EVENT" means, with respect to any Person:

         (a)      the entry of a decree or order by a court having jurisdiction
in the premises judging such Person a bankrupt or insolvent, or approving as
properly filed a petition seeking reorganization, arrangement, adjudication or
composition of or in respect of such Person under any applicable Federal or
State bankruptcy, insolvency, reorganization or other similar law, or appointing
a receiver, liquidator, assignee, trustee, sequestrator (or other similar
official) of such Person or of any substantial part of its property or ordering
the winding up or liquidation of its affairs, and the continuance of any such
decree or order unstayed and in effect for a period of 60 consecutive days; or

         (b)      the institution by such Person of proceedings to be
adjudicated a bankrupt or insolvent, or the consent by it to the institution of
proceedings against it under any bankruptcy, insolvency, reorganization or other
similar laws, or the filing by it of a petition or answer or consent seeking
reorganization or relief under any applicable Federal or State bankruptcy,
insolvency, reorganization or other similar law, or the consent by it to the
filing of any such petition or to the appointment of a receiver, liquidator,
assignee, trustee, sequestrator (or similar official) of such Person or of any
substantial part of its property, or the making by it of an assignment for the
benefit of creditors, or the admission by it in writing of its inability to pay
its debts generally as they become due and its willingness to be adjudicated a
bankrupt, or the taking or authorization of corporate action by such Person in
furtherance of any such action.

         "BANKRUPTCY LAWS" has the meaning specified in Section 10.9.

         "BOARD RESOLUTION" means (i) a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Depositor to have been duly adopted
by the Depositor's Board of Directors, or such committee of the Board of
Directors of the Depositor to which authority to act on behalf of the Board of
Directors has been delegated, and to be in full force and effect on the date of
such certification, or (ii) a


                                      -2-
<PAGE>   8
certificate signed by the authorized officer or officers of the Depositor to
whom the Board of Directors or a committee thereof has delegated its authority
and, in each case, delivered to the Trustees.

         "BOOK-ENTRY PREFERRED SECURITIES CERTIFICATES" means Preferred
Securities Certificates, ownership and transfers of which shall be made through
book entries by a Clearing Agency as described in Section 5.11.

         "BUSINESS DAY" means a day other than

         (a)      a Saturday or Sunday,

         (b)      a day on which banking institutions in the City of New York
are authorized or required by law, regulation or executive order to remain
closed, or

         (c)      a day on which the Property Trustee's Corporate Trust Office
or the Corporate Trust Office of the Debenture Trustee is closed for business.


         "CAPITAL TREATMENT EVENT" means the reasonable determination by the
Depositor that, as a result of the occurrence of any amendment to, or change
(including any announced proposed change) in, the laws (or any regulations
thereunder) of the United States or any political subdivision thereof or therein
or any rules, guidelines or policies of the Federal Reserve Board, or as a
result of any official or administrative pronouncement or action or judicial
decision interpreting or applying such laws, regulations, rules, guidelines or
policies, which amendment or change is effective or which proposed change,
pronouncement, action or decision is announced on or after the date of issuance
of the Preferred Securities under this Declaration, there is more than an
insubstantial risk that the Depositor will not be entitled to treat an amount
equal to the liquidation amount of the Preferred Securities as "Tier 1 Capital"
(or the then equivalent thereof) for purposes of the capital adequacy guidelines
of the Federal Reserve Board, as then in effect and applicable to the Depositor.


         "CERTIFICATE DEPOSITORY AGREEMENT" means the agreement among the Trust,
the Depositor and The Depository Trust Company, as the initial Clearing Agency,
dated as of the Closing Date, relating to the Trust Securities Certificates,
substantially in the form attached as Exhibit B, as the same may be amended and
supplemented from time to time.

         "CLEARING AGENCY" means an organization registered as a "clearing
agency" pursuant to Section 17A of the Exchange Act. The Depository Trust
Company will be the initial Clearing Agency with respect to Trust Securities
Certificates.

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

         "CLOSING DATE" has the meaning specified in the Underwriting Agreement,
which date is also the date of execution and delivery of this Declaration.

         "CODE" means the Internal Revenue Code of 1986, as amended.

         "COMMISSION" means the Securities and Exchange Commission, as from time
to time constituted, created under the Exchange Act, or, if at any time after
the execution of this Declaration such Commission is not existing and performing
the duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.

         "COMMON HOLDER" means the holder of all or substantially all of the
Common Securities.

         "COMMON SECURITIES CERTIFICATE" means a certificate evidencing Common
Securities, substantially in the form attached as Exhibit C.


                                      -3-
<PAGE>   9

         "COMMON SECURITY" means an undivided beneficial interest in the assets
of the Trust, having a Liquidation Amount of $_____ and having the rights
provided therefor in this Declaration, including the right to receive
Distributions and a Liquidation Distribution as provided herein.


         "CORPORATE TRUST OFFICE" means (i) when used with respect to the
Property Trustee, the principal office of the Property Trustee located in New
York, New York, and (ii) when used with respect to the Debenture Trustee, the
principal office of the Debenture Trustee located in New York, New York.

         "DEBENTURE EVENT OF DEFAULT" means an "EVENT OF DEFAULT" as defined in
the Indenture.

         "DEBENTURE REDEMPTION DATE" means, with respect to any Debentures to be
redeemed under the Indenture, the date fixed for redemption under the Indenture
including any date fixed for redemption pursuant to the exercise by the
Depositor of its optional right to redeem the Debentures prior to their stated
maturity either (i) in whole or in part after a certain date specified in the
applicable prospectus supplement and in any supplemental indenture or Board
Resolution or (ii) in whole but not in part after the occurrence of a Debenture
Tax Event, an Investment Company Event or a Capital Treatment Event.

         "DEBENTURE TAX EVENT" means a "TAX EVENT" as defined in the Indenture.

         "DEBENTURE TRUSTEE" means Bankers Trust Company, a banking corporation
organized under the laws of the State of New York, solely in its capacity as
Debenture Trustee of the Debentures and not in its individual capacity and any
successor thereto.

         "DEBENTURES" means the aggregate principal amount of the Depositor's
______% [Junior Subordinated Deferrable Interest Debentures], Series ____,
issued pursuant to the Indenture.

         "DECLARATION" means this Amended and Restated Declaration of Trust, as
the same may be modified, amended or supplemented in accordance with the
applicable provisions hereof, including (i) all exhibits hereto and (ii) for all
purposes of this Declaration and any such modification, amendment or supplement,
the provisions of the Trust Indenture Act that are deemed to be a part of and
govern this Declaration and any such modification, amendment or supplement,
respectively.

         "DEFINITIVE PREFERRED SECURITIES CERTIFICATES" means either or both (as
the context requires) of (a) Preferred Securities Certificates that are not
Global Preferred Securities as provided in Section 5.11(a) and (b) Preferred
Securities Certificates issued in certificated, fully registered form as
provided in Section 5.13.

         "DELAWARE BUSINESS TRUST ACT" means Chapter 38 of Title 12 of the
Delaware Code, 12 Del. C. (ss.) 3801, et seq., as it may be amended from time to
time.

         "DELAWARE TRUSTEE" means the Person identified as the "DELAWARE
TRUSTEE" in the preamble to this Declaration, solely in its capacity as Delaware
Trustee of the Trust and not in its individual capacity, or its successor in
interest in such capacity, or any successor trustee appointed as herein
provided.

         "DEPOSITOR" has the meaning specified in the preamble to this
Declaration.

         "DISTRIBUTION DATE" has the meaning specified in Section 4.1(a).

         "DISTRIBUTIONS" means amounts payable in respect of Trust Securities as
provided in Section 4.1.

         "EARLY TERMINATION EVENT" has the meaning specified in Section 9.2.

         "EVENT OF DEFAULT" means any one of the following events (whatever the
reason for such event and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or


                                      -4-
<PAGE>   10
governmental body):

         (a)      the occurrence of a Debenture Event of Default; or

         (b)      default by the Trust in the payment of any Distribution when
it becomes due and payable, and continuation of such default for a period of 30
days; or

         (c)      default by the Trust in the payment of any Redemption Price of
any Trust Security when it becomes due and payable; or

         (d)      default in the performance, or breach, in any material
respect, of any covenant or warranty of the Administrative Trustees in this
Declaration (other than those specified in clause (b) or (c) above) and
continuation of such default or breach for a period of 60 days after there has
been given, by registered or certified mail, to the defaulting Trustee or
Trustees by the Holders of at least 25% in aggregate Liquidation Amount of the
Outstanding Preferred Securities a written notice specifying such default or
breach and requiring it to be remedied and stating that such notice is a "Notice
of Default" hereunder; or

         (e)      the occurrence of a Bankruptcy Event with respect to the
Property Trustee and the failure by the Depositor to appoint a successor
Property Trustee within 90 days thereof.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
from time to time and the rules and regulations promulgated thereunder by the
Commission.

         "EXPENSE AGREEMENT" means the Agreement as to Expenses and Liabilities
between the Depositor and the Trust, substantially in the form attached as
Exhibit D, as amended from time to time.

         "EXPIRATION DATE" has the meaning specified in Section 9.1.

         "GLOBAL PREFERRED SECURITY" means a Preferred Securities Certificate
evidencing ownership of Book-Entry Preferred Securities.

         "GUARANTEE" means the Guarantee Agreement executed and delivered by the
Depositor and Bankers Trust Company, as trustee, contemporaneously with the
execution and delivery of this Declaration, for the benefit of the holders of
the Preferred Securities, as amended from time to time.

         "HOLDER" means a Person in whose name a Trust Security is registered in
the Securities Register; any such Person shall be deemed to be a beneficial
owner within the meaning of the Delaware Business Trust Act.

         "INDENTURE" means the [Indenture], dated as of ______________, 2001,
between the Depositor and the Debenture Trustee, as trustee, as amended or
supplemented from time to time.

         "INVESTMENT COMPANY ACT" or "1940 ACT" means the Investment Company Act
of 1940, as amended.

         "INVESTMENT COMPANY EVENT" means the receipt by the Trust of an opinion
of counsel experienced in such matters (which may be counsel to the Depositor or
the Trust) to the effect that, as a result of the occurrence of a change in law
or regulation or a written change (including any announced prospective change)
in interpretation or application of law or regulation by any legislative body,
court, governmental agency or regulatory authority, there is more than an
insubstantial risk that the Trust is or will be considered an "investment
company" that is required to be registered under the Investment Company Act,
which change or prospective change becomes effective or would become effective,
as the case may be, on or after the date of the issuance of the Preferred
Securities.

         "LIEN" means any lien, pledge, charge, encumbrance, mortgage, deed of
trust, adverse ownership interest, hypothecation, assignment, security interest
or preference, priority or other security agreement or


                                      -5-
<PAGE>   11
preferential arrangement of any kind or nature whatsoever.

         "LIKE AMOUNT" means (a) with respect to a redemption of Trust
Securities, Trust Securities having a Liquidation Amount equal to the principal
amount of Debentures to be contemporaneously redeemed in accordance with the
Indenture, the proceeds of which will be used to pay the Redemption Price of
such Trust Securities, (b) with respect to a distribution of Debentures to
Holders in connection with a dissolution or liquidation of the Trust, Debentures
having a principal amount equal to the aggregate Liquidation Amount of the Trust
Securities of the Holder to whom such Debentures are distributed and (c) with
respect to any distribution of Additional Amounts to Holders of Trust
Securities, Debentures having a principal amount equal to the Liquidation Amount
of the Trust Securities in respect of which such distribution is made.

         "LIQUIDATION AMOUNT" means the stated amount of $_______ per Trust
Security.

         "LIQUIDATION DATE" means the date on which Debentures are to be
distributed to Holders of Trust Securities in connection with a dissolution and
liquidation of the Trust pursuant to Section 9.4(a).

         "LIQUIDATION DISTRIBUTION" has the meaning specified in Section 9.4(d).

         "MAJORITY IN LIQUIDATION AMOUNT OF THE PREFERRED SECURITIES" or
"MAJORITY IN LIQUIDATION AMOUNT OF THE COMMON SECURITIES" means, except as
provided by the Trust Indenture Act, Preferred Securities or Common Securities,
as the case may be, representing more than 50% of the aggregate Liquidation
Amount of all then Outstanding Preferred Securities or all then Outstanding
Common Securities, as the case may be.

         "OFFICERS' CERTIFICATE" means a certificate signed by the President or
a Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or
an Assistant Secretary, of the Depositor, and delivered to the appropriate
Trustee. One of the officers signing an Officers' Certificate given pursuant to
Section 8.16 shall be the principal executive, financial or accounting officer
of the Depositor. Any Officers' Certificate delivered with respect to compliance
with a covenant or condition provided for in this Declaration shall include:

         (a)      a statement by each officer signing the Officers' Certificate
that such officer 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 such officer in rendering the Officers'
Certificate;

         (c)      a statement by 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 such officer,
such condition or covenant has been complied with.

         "OPINION OF COUNSEL" means a written opinion of counsel, who may be
counsel for or an employee of the Trust or the Depositor or any Affiliate of
either and who shall be reasonably acceptable to the Property Trustee.

         "ORIGINAL DECLARATION" has the meaning specified in the recitals to
this Declaration.

         "OUTSTANDING", when used with respect to Trust Securities, means, as of
the date of determination, all Trust Securities theretofore executed and
delivered under this Declaration, except:

         (a)      Trust Securities theretofore canceled by the Securities
Registrar or delivered to the Securities Registrar for cancellation;


                                      -6-
<PAGE>   12
         (b)      Trust Securities for whose payment or redemption money in the
necessary amount has been theretofore deposited with the Property Trustee or any
Paying Agent for the Holders of such Trust Securities; provided that, if such
Trust Securities are to be redeemed, notice of such redemption has been duly
given pursuant to this Declaration;

         (c)      Trust Securities that have been paid or in exchange for or in
lieu of which other Preferred Securities have been executed and delivered
pursuant to Sections 5.4, 5.5, 5.11 and 5.13; provided, however, that in
determining whether the Holders of the requisite aggregate Liquidation Amount of
Outstanding Preferred Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, Preferred Securities owned by
the Depositor, any Trustee or any Affiliate of the Depositor or any Trustee
shall be disregarded and deemed not to be Outstanding, except that in
determining whether any Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Preferred Securities that a Responsible Officer of such Trustee actually knows
to be so owned shall be so disregarded; and

         (d)      the foregoing shall not apply at any time when all the
Outstanding Preferred Securities are owned by the Depositor, one or more of the
Trustees and/or any such Affiliate. Preferred Securities so owned which have
been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Administrative Trustees the pledgee's
right so to act with respect to such Preferred Securities and that the pledgee
is not the Depositor or any Affiliate of the Depositor.

         "OWNER" means each Person who is the beneficial owner of a Book-Entry
Preferred Securities Certificate as reflected in the records of the Clearing
Agency or, if a Clearing Agency Participant is not the Owner, then as reflected
in the records of a Person maintaining an account with such Clearing Agency
(directly or indirectly, in accordance with the rules of such Clearing Agency).

         "PAYING AGENT" means any paying agent or co-paying agent appointed
pursuant to Section 5.9 and shall initially be the Bank.

         "PAYMENT ACCOUNT" means a segregated non-interest-bearing corporate
trust account maintained by the Property Trustee with the Bank in its trust
department for the benefit of the Holders in which all amounts paid in respect
of the Debentures will be held and from which the Property Trustee, through the
Paying Agent, shall make payments to the Holders in accordance with Sections 4.1
and 4.2.

         "PERSON" means any individual, corporation, association, partnership,
joint venture, trust, limited liability company or corporation, unincorporated
organization or government or any agency or political subdivision thereof.

         "PREFERRED SECURITY" means an undivided beneficial interest in the
assets of the Trust, having a Liquidation Amount of $________ and having the
rights provided therefor in this Declaration, including the right to receive
Distributions and a Liquidation Distribution as provided herein.

         "PREFERRED SECURITIES CERTIFICATE" means a certificate evidencing
Preferred Securities, substantially in the form attached as Exhibit E.

         "PROPERTY TRUSTEE" means the Person identified as the "PROPERTY
TRUSTEE" in the preamble to this Declaration, solely in its capacity as Property
Trustee of the Trust and not in its individual capacity, or its successor in
interest in such capacity, or any successor property trustee appointed as herein
provided.

         "REDEMPTION DATE" means, with respect to any Trust Security to be
redeemed, the date fixed for redemption thereof; provided that each Debenture
Redemption Date and the stated maturity of the Debentures shall be a Redemption
Date for a Like Amount of Trust Securities.

         "REDEMPTION PRICE" means, with respect to any Trust Security, the
Liquidation Amount thereof, plus accumulated and unpaid Distributions to the
Redemption Date, plus the related amount of the


                                      -7-
<PAGE>   13
premium, if any, paid by the Depositor upon the concurrent redemption of a Like
Amount of Debentures.

         "RELEVANT TRUSTEE" has the meaning specified in Section 8.10.

         "RESPONSIBLE OFFICER" shall mean when used with respect to the Property
Trustee, any officer within the Corporate Trust Office including any Vice
President, Managing Director, Trust Officer, Assistant Vice President,
Secretary, Assistant Secretary, Treasurer or Assistant Treasurer or any other
officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and also, with respect to a
particular matter, any other officer to whom such matter is referred because of
such officer's knowledge and familiarity with the particular subject.

         "SECURITIES REGISTER" and "SECURITIES REGISTRAR" have the respective
meanings specified in Section 5.4.

         "TRUST" means the Delaware business trust heretofore created, and
continued hereby, and identified on the cover page to this Declaration.

         "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939 as in force
at the date as of which this Declaration is executed; provided, however, that in
the event the Trust Indenture Act of 1939 is amended after such date, "TRUST
INDENTURE ACT" means, to the extent required by any such amendment, the Trust
Indenture Act of 1939 as so amended.

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

         "TRUST SECURITIES CERTIFICATE" means any one of the Common Securities
Certificates or the Preferred Securities Certificates.

         "TRUST SECURITY" means any one of the Common Securities or the
Preferred Securities.

         "TRUSTEES" means, collectively, the Property Trustee, the Delaware
Trustee, and the Administrative Trustees.

         "UNDERWRITING AGREEMENT" means the Underwriting Agreement, dated as of
____________, 2001, among the Trust, the Depositor and the several underwriters
named therein.

                      ARTICLE II. CONTINUATION OF THE TRUST

         SECTION 2.1.         NAME.

         The Trust continued hereby shall be known as "Regions Financing Trust
[I/II]", as such name may be modified from time to time by the Administrative
Trustees following written notice to the Holders of Trust Securities and the
other Trustees, in which name the Trustees may conduct the business of the
Trust, make and execute contracts and other instruments on behalf of the Trust
and sue and be sued.

         SECTION 2.2.         OFFICE OF THE DELAWARE TRUSTEE; PRINCIPAL PLACE OF
BUSINESS.

         The name and address of the Delaware Trustee, with a principal place of
business in the State of Delaware, is Bankers Trust (Delaware), 1011 Centre
Road, Suite 200, Wilmington, Delaware 19805, Attention: Corporate Trust
Administration, or such other address in the State of Delaware as the Delaware
Trustee may designate by written notice to the Holders and the Depositor. The
principal executive office of the Trust is in care of Regions Financial
Corporation, 417 North 20th Street, Birmingham, Alabama 35203.


                                      -8-
<PAGE>   14

         SECTION 2.3.         INITIAL CONTRIBUTION OF TRUST PROPERTY;
                              ORGANIZATIONAL EXPENSES.

         The Property Trustee acknowledges receipt in trust from the Depositor
in connection with the Original Declaration of the sum of $10, which constituted
the initial Trust Property. The Depositor shall pay organizational expenses of
the Trust as they arise or shall, upon request of any Trustee, promptly
reimburse such Trustee for any such expenses paid by such Trustee. The Depositor
shall make no claim upon the Trust Property for the payment of such expenses.

         SECTION 2.4.         ISSUANCE OF THE PREFERRED SECURITIES.

         The Depositor, on behalf of the Trust and pursuant to the Original
Declaration, executed and delivered the Underwriting Agreement.
Contemporaneously with the execution and delivery of this Declaration, an
Administrative Trustee, on behalf of the Trust, shall execute in accordance with
Sections 5.2, 5.3 and 8.9(a) and deliver to the Underwriters named in the
Underwriting Agreement Preferred Securities Certificates, registered in the name
of the nominee of the initial Clearing Agency, representing ______________
Preferred Securities, having an aggregate Liquidation Amount of $_______________
against receipt of the aggregate purchase price of such Preferred Securities of
$_________________ which amount such Administrative Trustee shall promptly
deliver to the Property Trustee. [In connection with the exercise of any over-
allotment option set forth in the Underwriting Agreement, an Administrative
Trustee, on behalf of the Trust, shall execute in accordance with Sections 5.2,
5.3 and 8.9(a) and deliver to the Underwriters named in the Underwriting
Agreement Preferred Securities Certificates, registered in the name of the
nominee of the initial Clearing Agency or as otherwise requested by the
purchasers named in such Underwriting Agreement, representing _________
Preferred Securities, having an aggregate Liquidation Amount of $______________
against receipt of the aggregate purchase price of such Preferred Securities of
$______________, which amount such Administrative Trustee shall promptly deliver
to the Property Trustee.]

         SECTION 2.5.         ISSUANCE OF THE COMMON SECURITIES; SUBSCRIPTION
                              AND PURCHASE OF DEBENTURES.

         Contemporaneously with the execution and delivery of this Declaration,
an Administrative Trustee, on behalf of the Trust, shall execute in accordance
with Sections 5.2, 5.3 and 8.9(a) and deliver to the Depositor Common Securities
Certificates, registered in the name of the Depositor, representing __________
Common Securities, having an aggregate Liquidation Amount of $_______________,
against payment by the Depositor of such amount, which amount such
Administrative Trustee shall promptly deliver to the Property Trustee.
Contemporaneously therewith, an Administrative Trustee, on behalf of the Trust,
shall subscribe for and purchase from the Depositor Debentures, registered in
the name of the Trust and having an aggregate principal amount of
$_________________, and, in satisfaction of the purchase price for such
Debentures, the Property Trustee, on behalf of the Trust, shall deliver to the
Depositor the sum of $_________________ (being the sum of the amounts delivered
to the Property Trustee pursuant to (i) the second sentence of Section 2.4 and
(ii) the first sentence of this Section 2.5). [In connection with the exercise
of the over-allotment option set forth in the Underwriting Agreement, an
Administrative Trustee, on behalf of the Trust, shall execute in accordance with
Sections 5.2, 5.3 and 8.9(a) and deliver to the Depositor Common Securities
Certificates, registered in the name of the Depositor, representing _________
Common Securities, having an aggregate Liquidation Amount of $_____________
against payment by the Depositor of such amount, which amount such
Administrative Trustee shall promptly deliver to the Property Trustee.
Contemporaneously therewith, an Administrative Trustee, on behalf of the Trust,
shall subscribe for and purchase from the Depositor Debentures, registered in
the name of the Trust and having an aggregate principal amount of
$______________, and, in satisfaction of the purchase price for such Debentures,
the Property Trustee, on behalf of the Trust, shall deliver to the Depositor the
sum of $____________ (being the sum of the amount delivered to the Property
Trustee pursuant to (i) the third sentence of Section 2.4 and (ii) the third
sentence of this Section 2.5).]

         SECTION 2.6.         DECLARATION OF TRUST.

         The exclusive purposes and functions of the Trust are (a) to issue and
sell Trust Securities and to


                                      -9-
<PAGE>   15
use the proceeds from such sale to acquire Debentures, (b) to make distributions
to the Holders of Trust Securities, and (c) to engage in those activities
necessary, convenient or incidental thereto. The Depositor hereby appoints the
Trustees as trustees of the Trust, each to have all the rights, powers and
duties of such Trustee set forth herein, and the Trustees hereby accept such
appointment. The Property Trustee hereby declares that it will hold the Trust
Property in trust upon and subject to the conditions set forth herein for the
benefit of the Trust and the Holders. The Administrative Trustees shall have all
rights, powers and duties set forth herein and in accordance with applicable law
with respect to accomplishing the purposes of the Trust. Notwithstanding
anything in this Declaration to the contrary, the Delaware Trustee shall not be
entitled to exercise any powers or authority (except to the extent required
under the Delaware Business Trust Act), nor shall the Delaware Trustee have any
of the duties and responsibilities, of the Trustees collectively, the Property
Trustee or the Administrative Trustees set forth herein. Notwithstanding any
provision to the contrary in this Declaration or elsewhere, the Delaware Trustee
shall be one of the trustees of the Trust for the sole and limited purpose of
fulfilling the requirements of Section 3807(a) of the Delaware Business Trust
Act and (except for such duties of the Delaware Trustee as may be expressly set
forth herein) the Delaware Trustee (both as such and in its individual capacity)
shall have no duties or liabilities to any Person under this Declaration or
otherwise in respect of or in connection with the Trust, the Trust Securities,
or its serving as a trustee of the Trust.

         SECTION 2.7.         AUTHORIZATION TO ENTER INTO CERTAIN TRANSACTIONS.

         (a)      The Trustees shall conduct the affairs of the Trust in
accordance with the terms of this Declaration. Subject to the limitations set
forth in Section 2.7(b), and in accordance with the following clauses (i) and
(ii), the Trustees shall have the authority to enter into all transactions and
agreements determined by the Trustees to be appropriate in exercising the
authority, express or implied, otherwise granted to the Trustees under this
Declaration, and to perform all acts in furtherance thereof, including without
limitation the following:

                  (i)      As among the Trustees, each Administrative Trustee
         shall have the power and authority to act on behalf of the Trust with
         respect to the following matters:

                           (A)      the issuance and sale of the Trust
                  Securities;

                           (B)      to cause the Trust to enter into, and to
                  execute, deliver and perform on behalf of the Trust, the
                  Expense Agreement and the Certificate Depository Agreement and
                  such other agreements as may be necessary or desirable in
                  connection with the purposes and function of the Trust;

                           (C)      assisting in the registration of the
                  Preferred Securities under the Securities Act of 1933, as
                  amended, and under applicable state securities or blue sky
                  laws, and the qualification of this Declaration as a trust
                  indenture under the Trust Indenture Act;

                           (D)      assisting in the listing of the Preferred
                  Securities upon such securities exchange or exchanges as shall
                  be determined by the Depositor and with the registration of
                  the Preferred Securities under the Securities Exchange Act of
                  1934, as amended, and with the preparation and filing of all
                  periodic and other reports and other documents pursuant to the
                  foregoing;

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

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

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


                                      -10-
<PAGE>   16

                           (H)      registering transfer of the Trust Securities
                  in accordance with this Declaration;

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

                           (J)      unless otherwise required by the Trust
                  Indenture Act or the Delaware Business Trust Act, to execute
                  on behalf of the Trust (either acting alone or together with
                  any or all of the Administrative Trustees) any documents that
                  the Administrative Trustees have the power to execute pursuant
                  to this Declaration; and

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

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

                           (A)      the establishment of the Payment Account;

                           (B)      the receipt of the Debentures;

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

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

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

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

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

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

                           (I)      after an Event of Default (other than under
                  paragraph (b), (c), (d) or (e) of the definition of such term
                  if such Event of Default is by or with respect to the Property
                  Trustee) the taking of any action incidental or convenient to
                  the foregoing as the Property Trustee may from time to time
                  determine is necessary or advisable to give effect to the
                  terms of this Declaration and protect and conserve the Trust
                  Property for the benefit of the Holders (without consideration
                  of the effect of any such action on any particular Holder);
                  and

                           (J)      except as otherwise provided in this Section
                  2.7(a)(ii), the Property Trustee shall have none of the
                  duties, liabilities, powers or the authority of the
                  Administrative Trustees set forth in Section 2.7(a)(i).


                                      -11-
<PAGE>   17

         (b)      So long as this Declaration remains in effect, the Trust (or
the Trustees acting on behalf of the Trust) shall not undertake any business,
activities or transaction except as expressly provided herein or contemplated
hereby. In particular, the Trustees shall not (i) acquire any investments or
engage in any activities not authorized by this Declaration, (ii) sell, assign,
transfer, exchange, mortgage, pledge, set-off or otherwise dispose of any of the
Trust Property or interests therein, including to Holders, except as expressly
provided herein, (iii) take any action that would cause, or would reasonably be
expected to cause, the Trust to become taxable as a corporation or classified as
other than a grantor trust for United States federal income tax purposes, (iv)
incur any indebtedness for borrowed money or issue any other debt or (v) take or
consent to any action that would (1) cause the Debentures or any security
succeeding such Debentures to be treated as other than indebtedness of the
Depositor for United States federal income tax purposes unless the Trust first
obtains the consent of all Holders of Outstanding Preferred Securities or (2)
result in the granting or creation of a Lien on any of the Trust Property. The
Administrative Trustees shall defend all claims and demands of all Persons at
any time claiming any Lien on any of the Trust Property adverse to the interest
of the Trust or the Holders in their capacity as Holders.

         (c)      In connection with the issue and sale of the Preferred
Securities, the Depositor shall have the right and responsibility to assist the
Trust with respect to, or effect on behalf of the Trust, the following (and any
actions taken by the Depositor in furtherance of the following prior to the date
of this Declaration are hereby ratified and confirmed in all respects): (i) the
preparation and filing by the Trust with the Commission and the execution on
behalf of the Trust of a registration statement on the appropriate form in
relation to the Preferred Securities, including any amendments thereto and the
taking of any action necessary or desirable to sell the Preferred Securities in
a transaction or series of transactions pursuant thereto; (ii) the determination
of the States or other jurisdictions (if any) in which to take appropriate
action to qualify or register for sale all or part of the Preferred Securities
and the determination of any and all such acts, other than actions which must be
taken by or on behalf of the Trust, and the advice to the Trustees of actions
they must take on behalf of the Trust, and the preparation for execution and
filing of any documents to be executed and filed by the Trust or on behalf of
the Trust, as the Depositor deems necessary or advisable in order to comply with
the applicable laws of any such States; (iii) the preparation for filing by the
Trust and execution on behalf of the Trust of an application to the New York
Stock Exchange or any other national stock exchange or the Nasdaq National
Market for listing, upon notice of issuance, of any Preferred Securities; (iv)
the preparation for filing by the Trust with the Commission and the execution on
behalf of the Trust of a registration statement on Form 8-A relating to the
registration of the Preferred Securities under Section 12(b) or 12(g) of the
Exchange Act, including any amendments thereto; (v) the negotiation of the terms
of, and the execution and delivery of, the Underwriting Agreement providing for
the sale of the Preferred Securities; and (vi) the taking of any other actions
necessary or desirable to carry out any of the foregoing activities.

         (d)      Notwithstanding anything herein to the contrary, the
Administrative Trustees are authorized and directed to conduct the affairs of
the Trust and to operate the Trust so that the Trust will not be deemed to be an
"investment company" required to be registered under the 1940 Act, or to be
classified as an association taxable as a corporation for United States federal
income tax purposes and so that the Debentures will be treated as indebtedness
of the Depositor for United States federal income tax purposes. In this
connection, the Depositor and the Administrative Trustees are authorized to take
any action, not inconsistent with applicable law, the Certificate of Trust or
this Declaration, that each of the Depositor and any Administrative Trustee
determines in its discretion to be necessary or desirable for such purposes, as
long as such action does not adversely affect in any material respect the
interests of the Holders of the Preferred Securities.

         SECTION 2.8.         ASSETS OF TRUST.

         The assets of the Trust shall consist of the Trust Property.

         SECTION 2.9.         TITLE TO TRUST PROPERTY.

         Legal title to all Trust Property shall be vested at all times in the
Property Trustee (in its capacity as such) and shall be held and administered by
the Property Trustee for the benefit of the Trust and the


                                      -12-
<PAGE>   18
Holders in accordance with this Declaration.

                          ARTICLE III. PAYMENT ACCOUNT

         SECTION 3.1.         PAYMENT ACCOUNT.

         (a)      On or prior to the Closing Date, the Property Trustee shall
establish the Payment Account. The Property Trustee and any agent of the
Property Trustee shall have exclusive control and sole right of withdrawal with
respect to the Payment Account for the purpose of making deposits in and
withdrawals from the Payment Account in accordance with this Declaration. All
monies and other property deposited or held from time to time in the Payment
Account shall be held by the Property Trustee in the Payment Account for the
exclusive benefit of the Holders and for distribution as herein provided,
including (and subject to) any priority of payments provided for herein.

         (b)      The Property Trustee shall deposit in the Payment Account,
promptly upon receipt, all payments of principal of or interest on, and any
other payments or proceeds in respect of, the Debentures.

         (c)      Amounts held in the Payment Account shall not be invested by
the Property Trustee pending distribution thereof.

                      ARTICLE IV. DISTRIBUTIONS; REDEMPTION

         SECTION 4.1.         DISTRIBUTIONS.

         (a)      The Trust Securities represent undivided beneficial interests
in the Trust Property, and Distributions (including Additional Amounts) will be
made on the Trust Securities at the rate and on the dates that payments of
interest (including Additional Interest) are made on the Debentures.
Accordingly:

                  (i)      Distributions on the Trust Securities shall be
         cumulative, and will accumulate whether or not there are funds of the
         Trust available for the payment of Distributions. Distributions shall
         accrue from ____________, 2001, and, except to the extent that the
         Depositor exercises its right to defer the payment of interest on the
         Debentures in accordance with the Indenture, shall be payable semi-
         annually in arrears on __________ and ______________ of each year,
         commencing on ___________________, 200_. If any date on which a
         Distribution would otherwise be payable on the Trust Securities is not
         a Business Day, then the payment of such Distribution shall be made on
         the next succeeding day that is a Business Day (and, so long as such
         payment is made on the next succeeding Business Day, without any
         interest or other payment in respect of any such delay), or, if such
         Business Day falls in the next calendar year, on the immediately
         preceding Business Day, in each case, with the same force and effect as
         if made on such date (each date on which Distributions are payable in
         accordance with this Section 4.1(a), a "Distribution Date").

                  (ii)     In the event (and to the extent) that the Depositor
         exercises its right under the Indenture to defer the payment of
         interest on the Debentures, Distributions on the Preferred Securities
         shall be deferred but shall continue to accumulate. Distributions on
         the Trust Securities shall be payable at a rate of ______% per annum of
         the Liquidation Amount of the Trust Securities. The amount of
         Distributions payable for any full period shall be computed on the
         basis of a 360-day year of twelve 30-day months. The amount of
         Distributions for any partial period shall be computed on the basis of
         the actual number of days elapsed in a 360-day year of twelve 30-day
         months. The amount of Distributions payable for any period shall
         include the Additional Amounts, if any.

                  (iii)    Distributions on the Trust Securities shall be made
         by the Property Trustee from the Payment Account and shall be payable
         on each Distribution Date only to the extent that the Trust has funds
         then on hand and available in the Payment Account for the payment of
         such Distributions.


                                      -13-
<PAGE>   19

         (b)      Distributions on the Trust Securities with respect to a
Distribution Date shall be payable to the Holders thereof as they appear on the
Securities Register for the Trust Securities at the close of business on the
relevant record date for such Distribution Date, which shall be one Business Day
prior to such Distribution Date; provided, however, that in the event that the
Preferred Securities do not remain in book-entry-only form, the relevant record
date for a Distribution Date shall be the date 15 days prior to such
Distribution Date. Distributions payable on any Trust Securities that are not
punctually paid on any Distribution Date as a result of the Depositor having
failed to make an interest payment under the Debentures will cease to be payable
to the Person in whose name such Trust Securities are registered on the relevant
record date, and such defaulted Distribution will instead be payable to the
Person in whose name such Trust Securities are registered on the special record
date or other specified date for determining Holders entitled to such defaulted
interest established in accordance with the Indenture.

         SECTION 4.2.         REDEMPTION.

         (a)      On each Debenture Redemption Date and upon the stated maturity
of the Debentures, the Trust will be required to redeem a Like Amount of Trust
Securities at the Redemption Price.

         (b)      Notice of redemption shall be given by the Property Trustee by
first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days
prior to the Redemption Date to each Holder of Trust Securities to be redeemed,
at such Holder's address appearing in the Security Register. All notices of
redemption shall state:

                  (i)      the Redemption Date;

                  (ii)     the Redemption Price or if the Redemption Price
         cannot be calculated prior to the time the notice is required to be
         sent, an estimate of the Redemption Price provided pursuant to the
         Indenture together with a statement that it is an estimate and that the
         actual Redemption Price will be calculated on the third Business Day
         prior to the Redemption Date (and if an estimate is provided, a further
         notice shall be sent of the actual Redemption Price on the date that
         such Redemption Price is calculated);

                  (iii)    the CUSIP number;

                  (iv)     if less than all the Outstanding Trust Securities are
         to be redeemed, the identification and the aggregate Liquidation Amount
         of the Trust Securities to be redeemed;

                  (v)      that on the Redemption Date the Redemption Price in
         respect of each such Trust Security to be redeemed will be due and
         payable and that Distributions thereon will cease to accrue on and
         after said date (except as provided in the last sentence of Section
         4.2(d)); and

                  (vi)     the place or places of business where the Trust
         Securities are to be surrendered for the payment of the Redemption
         Price.

         (c)      The Trust Securities redeemed on each Redemption Date shall be
redeemed at the Redemption Price with the proceeds from the contemporaneous
redemption of Debentures. Redemptions of the Trust Securities shall be made and
the Redemption Price shall be due and payable on each Redemption Date only to
the extent that the Trust has funds then on hand and available in the Payment
Account for the payment of such Redemption Price.

         (d)      If the Property Trustee gives a notice of redemption in
respect of any Preferred Securities, then, by 10:00 A.M., New York City time, on
the Redemption Date, the Depositor shall deposit sufficient funds with the
Property Trustee to pay the Redemption Price. If such deposit has been made by
such time, then by 12:00 noon, New York City time, on the Redemption Date,
subject to Section 4.2(c), the Property Trustee will, so long as the Preferred
Securities are in book-entry-only form, irrevocably deposit with the Clearing
Agency for the Preferred Securities funds sufficient to pay the applicable
Redemption


                                      -14-
<PAGE>   20
Price. If the Preferred Securities are no longer in book- entry-only form, the
Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the
Paying Agent funds sufficient to pay the applicable Redemption Price and will
give the Paying Agent irrevocable instructions and authority to pay the
Redemption Price to the Holders thereof upon surrender of their Preferred
Securities Certificates. Notwithstanding the foregoing, any Distribution payable
on or prior to the Redemption Date for any Trust Securities called for
redemption shall be payable to the Holders of such Trust Securities as they
appear on the Securities Register on the relevant record date for such
Distribution Date. If notice of redemption shall have been given and funds
deposited as required, then upon the date of such deposit, all rights of Holders
of Trust Securities so called for redemption will cease, except the right of
such Holders to receive the Redemption Price therefor and any Distribution
payable in respect of the Trust Securities on or prior to the Redemption Date,
but without interest, and such Trust Securities will cease to be outstanding. In
the event that any date on which any Redemption Price is payable 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), or, if such Business Day falls
in the next calendar year, on the immediately preceding Business Day, in each
case, with the same force and effect as if made on such date. In the event that
payment of the Redemption Price for any Trust Securities called for redemption
is improperly withheld or refused and not paid either by the Trust or by the
Depositor pursuant to the Guarantee, Distributions on such Trust Securities will
continue to accumulate, at the then applicable rate, from the Redemption Date
originally established by the Trust for such Trust Securities to the date such
Redemption Price is actually paid, in which case the actual payment date will be
the date fixed for redemption for purposes of calculating the Redemption Price.

         (e)      Payment of the Redemption Price for Trust Securities shall be
made to the recordholders thereof as they appear on the Securities Register on
the relevant record date for the Redemption Date, which shall be one Business
Day prior to such Redemption Date; provided, however, that in the event that the
Preferred Securities do not remain in book-entry-only form, the relevant record
date for a Redemption Date shall be the date 15 days prior to such Redemption
Date.

         (f)      Subject to Section 4.3(a), if less than all the Outstanding
Trust Securities are to be redeemed on a Redemption Date, then the aggregate
Liquidation Amount of Trust Securities to be redeemed shall be allocated pro
rata (based on Liquidation Amounts) among the Common Securities and the
Preferred Securities. The particular Preferred Securities to be redeemed shall
be selected pro rata (based upon Liquidation Amounts) not more than 60 days
prior to the Redemption Date by the Property Trustee from the Outstanding
Preferred Securities not previously called for redemption, by such method
(including, without limitation, by lot) as the Property Trustee shall deem fair
and appropriate and which may provide for the selection for redemption of
portions (equal to $_______ or an integral multiple of $_______ in excess
thereof) of the Liquidation Amount of Preferred Securities of a denomination
larger than $_______; provided, however, that so long as the Preferred
Securities are in book-entry-only form, such selection shall be made in
accordance with the customary procedures for the Clearing Agency for the
Preferred Securities by such Clearing Agency. The Property Trustee shall
promptly notify the Security Registrar in writing of the Preferred Securities
selected for redemption and, in the case of any Preferred Securities selected
for partial redemption, the Liquidation Amount thereof to be redeemed. For all
purposes of this Declaration, unless the context otherwise requires, all
provisions relating to the redemption of Preferred Securities shall relate, in
the case of any Preferred Securities redeemed or to be redeemed only in part, to
the portion of the Liquidation Amount of Preferred Securities that has been or
is to be redeemed.

         SECTION 4.3.         SUBORDINATION OF COMMON SECURITIES.

         (a)      Payment of Distributions (including Additional Amounts, if
applicable) on, the Redemption Price of, and the Liquidation Distribution in
respect of, the Trust Securities, as applicable, shall be made, subject to
Section 4.2(f), pro rata (based on Liquidation Amounts) among the Common
Securities and the Preferred Securities; provided, however, that if on any
Distribution Date, Redemption Date or Liquidation Date any Event of Default
resulting from a Debenture Event of Default specified in Section 501(1) or
501(2) of the Indenture shall have occurred and be continuing, no payment of any
Distribution (including Additional Amounts, if applicable) on, Redemption Price
of, or Liquidation Distribution in respect of, any Common Security, and no other
payment on account of the redemption,


                                      -15-
<PAGE>   21
liquidation or other acquisition of Common Securities, shall be made unless
payment in full in cash of all accumulated and unpaid Distributions (including
Additional Amounts, if applicable) on all Outstanding Preferred Securities for
all Distribution periods terminating on or prior thereto, or in the case of
payment of the Redemption Price, the full amount of such Redemption Price on all
Outstanding Preferred Securities, or in the case of payment of the Liquidation
Distribution the full amount of such Liquidation Distribution on all Outstanding
Preferred Securities then called for redemption, shall have been made or
provided for, and all funds immediately available to the Property Trustee shall
first be applied to the payment in full in cash of all Distributions (including
Additional Amounts, if applicable) on, or the Redemption Price of, Preferred
Securities then due.

         (b)      In the event of the occurrence of any Event of Default
resulting from any Debenture Event of Default, the Holder of Common Securities
will be deemed to have waived any right to act with respect to any such Event of
Default under this Declaration until the effect of all such Events of Default
with respect to the Preferred Securities have been cured, waived or otherwise
eliminated. Until any such Event of Default under this Declaration with respect
to the Preferred Securities has been so cured, waived or otherwise eliminated,
the Property Trustee shall act solely on behalf of the Holders of the Preferred
Securities and not on behalf of the Holder of the Common Securities, and only
the Holders of all the Preferred Securities will have the right to direct the
Property Trustee to act on their behalf.

         SECTION 4.4.         PAYMENT PROCEDURES.

         Payments of Distributions (including Additional Amounts, if applicable)
in respect of the Preferred Securities shall be made by check mailed to the
address of the Person entitled thereto as such address shall appear on the
Securities Register or, if the Preferred Securities are held by a Clearing
Agency, such Distributions shall be made to such Clearing Agency in immediately
available funds. Payments in respect of the Common Securities shall be made in
such manner as shall be mutually agreed between the Property Trustee and the
Common Holder.

         SECTION 4.5.         TAX RETURNS AND REPORTS.

         The Administrative Trustees shall prepare (or cause to be prepared), at
the Depositor's expense, and file all United States federal, state and local tax
and information returns and reports required to be filed by or in respect of the
Trust. In this regard, the Administrative Trustees shall (a) prepare and file
(or cause to be prepared and filed) the appropriate Internal Revenue Service
forms and returns required to be filed in respect of the Trust in each taxable
year of the Trust and (b) prepare and furnish (or cause to be prepared and
furnished) to each Holder the appropriate Internal Revenue Service form required
to be provided on such form. The Administrative Trustees shall provide the
Depositor and the Property Trustee with a copy of all such returns and reports
promptly after such filing or furnishing. The Trustees and the Trust shall
comply with United States federal withholding and backup withholding tax laws
and information reporting requirements with respect to any payments to Holders
under the Trust Securities.

         SECTION 4.6.         PAYMENT OF TAXES, DUTIES, ETC. OF THE TRUST.

         Upon receipt under the Debentures of Additional Sums, the Property
Trustee shall promptly pay any taxes, duties or governmental charges of
whatsoever nature (other than withholding taxes) imposed on the Trust by the
United States or any other taxing authority which were included in such
Additional Sums.

         SECTION 4.7.         PAYMENTS UNDER INDENTURE OR PURSUANT TO DIRECT
                              ACTIONS.

         Any amount payable hereunder to any Holder of Preferred Securities
shall be reduced by the amount of any corresponding payment such Holder (or an
Owner with respect to the Holder's Preferred Securities) has directly received
pursuant to Section 508 of the Indenture or Section 5.14 of this Declaration.


                                      -16-
<PAGE>   22

         SECTION 4.8.         LIABILITY OF THE HOLDER OF COMMON SECURITIES.

         The Holder of the Common Securities shall be liable for the debts and
obligations of the Trust in the manner and to the extent set forth in the
Expense Agreement.

                    ARTICLE V. TRUST SECURITIES CERTIFICATES

         SECTION 5.1.         INITIAL OWNERSHIP.

         Upon the creation of the Trust and the contribution by the Depositor
pursuant to Section 2.3 and until the issuance of the Trust Securities, and at
any time during which no Trust Securities are outstanding, the Depositor shall
be the sole beneficial owner of the Trust.

         SECTION 5.2.         THE TRUST SECURITIES CERTIFICATES.

         The Trust Securities Certificates shall be issued in minimum
denominations of $_______ Liquidation Amount and integral multiples of $_______
in excess thereof. The Trust Securities Certificates shall be executed on behalf
of the Trust by manual or facsimile signature of at least one Administrative
Trustee. Trust Securities Certificates bearing the manual or facsimile
signatures of individuals who were, at the time when such signatures shall have
been affixed, authorized to sign on behalf of the Trust, shall be validly issued
and entitled to the benefits of this Declaration, notwithstanding that such
individuals or any of them shall have ceased to be so authorized prior to the
delivery of such Trust Securities Certificates or did not hold such offices at
the date of delivery of such Trust Securities Certificates. A transferee of a
Trust Securities Certificate shall become a Holder, and shall be entitled to the
rights and subject to the obligations of a Holder hereunder, upon due
registration of such Trust Securities Certificate in such transferee's name
pursuant to Sections 5.4, 5.11 and 5.13.

         SECTION 5.3.         EXECUTION AND DELIVERY OF TRUST SECURITIES
                              CERTIFICATES.

         At the Closing Date, the Administrative Trustees shall cause Trust
Securities Certificates, in an aggregate Liquidation Amount as provided in
Sections 2.4 and 2.5, to be executed on behalf of the Trust and delivered to or
upon the written order of the Depositor, signed by its chairman of the board,
its president, any executive vice president or any vice president, treasurer or
assistant treasurer or controller without further corporate action by the
Depositor, in authorized denominations. [In connection with the exercise of any
over-allotment option set forth in the Underwriting Agreement, the
Administrative Trustees shall cause Trust Securities Certificates, in an
aggregate Liquidation Amount as provided in the third sentence of Section 2.4
and the third sentence of Section 2.5, to be executed on behalf of the Trust and
delivered to or upon the written order of the Depositor, signed by its chairman
of the board, its president, any executive vice president or any vice president,
treasurer or assistant treasurer or controller without further corporate action
by the Depositor, in authorized denominations.]

         SECTION 5.4.         REGISTRATION OF TRANSFER AND EXCHANGE OF TRUST
                              SECURITIES CERTIFICATES.

         The Property Trustee shall keep or cause to be kept, at its Corporate
Trust Office, a register or registers for the purpose of registering Trust
Securities Certificates and transfers and exchanges of Trust Securities
Certificates (the "Securities Register"), in which the registrar and transfer
agent with respect to the Trust Securities designated by the Depositor (the
"Securities Registrar"), subject to such reasonable regulations as it may
prescribe, shall provide for the registration of Preferred Securities
Certificates and Common Securities Certificates (subject to Section 5.10 in the
case of the Common Securities Certificates) and registration of transfers and
exchanges of Trust Securities Certificates as herein provided. The Property
Trustee shall be the initial Securities Registrar. The provisions of Sections
8.1, 8.3 and 8.6 shall apply to the Property Trustee also in its role as
Securities Registrar, for so long as the Property Trustee shall act as
Securities Registrar.

         Upon surrender for registration of transfer of any Trust Securities
Certificate at the office or agency maintained pursuant to Section 5.8, the
Administrative Trustees or any one of them shall execute and deliver, in the
name of the designated transferee or transferees, one or more new Trust
Securities Certificates in authorized denominations of a like aggregate
Liquidation Amount dated the date of




                                      -17-
<PAGE>   23
execution by such Administrative Trustee or Trustees.

         The Securities Registrar shall not be required, (i) to issue, register
the transfer of or exchange any Preferred Security during a period beginning at
the opening of business 15 days before the day of selection for redemption of
such Preferred Securities pursuant to Article IV and ending at the close of
business on the day of mailing of the notice of redemption, or (ii) to register
the transfer of or exchange any Preferred Security so selected for redemption in
whole or in part, except, in the case of any such Preferred Security to be
redeemed in part, any portion thereof not to be redeemed. At the option of a
Holder, Preferred Securities Certificates may be exchanged for other Preferred
Securities Certificates in authorized denominations of the same class and of a
like aggregate Liquidation Amount upon surrender of the Preferred Securities
Certificates to be exchanged at the office or agency maintained pursuant to
Section 5.8.

         Every Trust Securities Certificate presented or surrendered for
registration of transfer or exchange shall be duly endorsed and accompanied by a
written instrument of transfer in form satisfactory to an Administrative Trustee
and the Securities Registrar duly executed by the Holder or his attorney duly
authorized in writing. Each Trust Securities Certificate surrendered for
registration of transfer or exchange or for payment shall be canceled and
subsequently disposed of by an Administrative Trustee or Securities Registrar in
accordance with such Person's customary practice.

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

         The Property Trustee shall not be required to ensure or verify
compliance with securities laws, including the Securities Act, the Exchange Act
and 1940 Act, in connection with transfers and exchanges of Preferred Securities
Certificates.

         SECTION 5.5.         MUTILATED, DESTROYED, LOST OR STOLEN TRUST
                              SECURITIES CERTIFICATES.

         If (a) any mutilated Trust Securities Certificate shall be surrendered
to the Securities Registrar, or if the Securities Registrar shall receive
evidence to its satisfaction of the destruction, loss or theft of any Trust
Securities Certificate and (b) there shall be delivered to the Securities
Registrar and the Administrative Trustees such security or indemnity as may be
required by them to save each of them harmless, then in the absence of notice
that such Trust Securities Certificate shall have been acquired by a protected
purchaser, the Administrative Trustees, or any one of them, on behalf of the
Trust shall execute and make available for delivery, in exchange for or in lieu
of any such mutilated, destroyed, lost or stolen Trust Securities Certificate, a
new Trust Securities Certificate of like class, tenor and denomination. In
connection with the issuance of any new Trust Securities Certificate under this
Section, the Administrative Trustees or the Securities Registrar may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection therewith. Any duplicate Trust Securities
Certificate issued pursuant to this Section shall constitute conclusive evidence
of an undivided beneficial interest in the Trust Property, as if originally
issued, whether or not the lost, stolen or destroyed Trust Securities
Certificate shall be found at any time.

         If any such mutilated, destroyed, lost or stolen Trust Securities
Certificate has become or is about to become due and payable, the Administrative
Trustees in their discretion may, instead of issuing a new Trust Securities
Certificate, pay such Trust Securities Certificate.

         The provisions of this Section 5.5 are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
of mutilated, destroyed, lost or stolen Trust Securities Certificates.

         SECTION 5.6.         PERSONS DEEMED HOLDERS.

         The Trustees or the Securities Registrar shall treat the Person in
whose name any Trust Securities


                                      -18-
<PAGE>   24
Certificate shall be registered in the Securities Register as the owner of such
Trust Securities Certificate for the purpose of receiving Distributions and for
all other purposes whatsoever, and neither the Trustees nor the Securities
Registrar shall be bound by any notice to the contrary.

         SECTION 5.7.         ACCESS TO LIST OF HOLDERS' NAMES AND ADDRESSES.

         Each Holder and each Owner shall be deemed to have agreed not to hold
the Depositor, or any of the Trustees, accountable by reason of the disclosure
of its name and address, regardless of the source from which such information
was derived.

         SECTION 5.8.         MAINTENANCE OF OFFICE OR AGENCY.

         The Administrative Trustees shall maintain an office or offices or
agency or agencies where Preferred Securities Certificates may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Trustees in respect of the Trust Securities Certificates may be served.
The Administrative Trustees initially designate Bankers Trust Company, 4 Albany
Street, 4th Floor, New York, New York 10006 Attention: Corporate Trust
Administration, as their principal corporate trust office for such purposes. The
Administrative Trustees shall give prompt written notice to the Depositor and to
the Holders of any change in the location of the Securities Register or any such
office or agency.

         SECTION 5.9.         APPOINTMENT OF PAYING AGENT.

         The Paying Agent shall make Distributions to Holders from the Payment
Account and shall report the amounts of such Distributions to the Property
Trustee and the Administrative Trustees. Any Paying Agent shall have the power
to receive funds (and if the Paying Agent shall also be the Property Trustee,
such Paying Agent shall have the power to withdraw funds) from the Payment
Account solely for the purpose of making the Distributions referred to above.
The Administrative Trustees may revoke such power and remove the Paying Agent if
such Trustees determine in their sole discretion that the Paying Agent shall
have failed to perform its obligations under this Declaration in any material
respect. The Paying Agent shall initially be the Bank, and any co-paying agent
chosen by the Bank, and acceptable to the Administrative Trustees and the
Depositor. Any Person acting as Paying Agent shall be permitted to resign as
Paying Agent upon 30 days' written notice to the Administrative Trustees, the
Property Trustee and the Depositor. In the event that the Bank shall no longer
be the Paying Agent or a successor Paying Agent shall resign or its authority to
act be revoked, the Administrative Trustees shall appoint a successor that is
acceptable to the Property Trustee and the Depositor to act as Paying Agent
(which shall be a bank or trust company). The Administrative Trustees shall
cause such successor Paying Agent or any additional Paying Agent appointed by
the Administrative Trustees to execute and deliver to the Trustees an instrument
in which such successor Paying Agent or additional Paying Agent shall agree with
the Trustees that as Paying Agent, such successor Paying Agent or additional
Paying Agent will hold all sums, if any, held by it for payment to the Holders
in trust for the benefit of the Holders entitled thereto until such sums shall
be paid to such Holders. The Paying Agent shall return all unclaimed funds to
the Property Trustee and upon removal of a Paying Agent such Paying Agent shall
also return all funds in its possession to the Property Trustee. The provisions
of Sections 8.1, 8.3 and 8.6 shall apply to the Bank also in its capacity as
Paying Agent, for so long as the Bank shall act as Paying Agent and, to the
extent applicable, to any other paying agent appointed hereunder. Any reference
in this Declaration to the Paying Agent shall include any co-paying agent unless
the context requires otherwise.

         SECTION 5.10.        OWNERSHIP OF COMMON SECURITIES BY DEPOSITOR.

         At the Closing Date, the Depositor shall acquire and retain beneficial
and record ownership of the Common Securities executed and delivered on the
Closing Date. [In connection with the exercise of any over-allotment option set
forth in the Underwriting Agreement, the Depositor shall acquire and retain
beneficial and record ownership of the additional Common Securities executed and
delivered in connection with the exercise of the over-allotment option.] To the
fullest extent permitted by law, other than a transfer to an Affiliate of the
Depositor or in connection with a transaction permitted pursuant to Article
Eight of the Indenture (and in either case only upon an effective assignment and
delegation by the Holder of all the


                                      -19-
<PAGE>   25

Common Securities to its transferee of all of its rights and obligations under
the Expense Agreement), any attempted transfer of the Common Securities shall be
void. The Administrative Trustees shall cause each Common Securities Certificate
issued to the Depositor to contain a legend stating "THIS CERTIFICATE IS NOT
TRANSFERABLE OTHER THAN IN ACCORDANCE WITH SECTION 5.10 OF THE DECLARATION."

         SECTION 5.11.        GLOBAL PREFERRED SECURITIES CERTIFICATES; COMMON
                              SECURITIES CERTIFICATE.

         (a)      The Preferred Securities Certificates, upon original issuance,
will be issued in the form of a typewritten Preferred Securities Certificate or
Certificates representing Global Preferred Securities, to be delivered to The
Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the
Trust. Such Preferred Securities Certificate or Certificates shall initially be
registered on the Securities Register in the name of Cede & Co., the nominee of
the initial Clearing Agency, and no Owner will receive a Definitive Preferred
Securities Certificate representing such Owner's interest in such Preferred
Securities and no transfer of the certificate representing the Book-Entry
Preferred Security in whole or in part may be registered, in the name of any
Person other than the Clearing Agency for such Book-Entry Preferred Security or
a nominee thereof, except as provided in Section 5.13. Unless and until
Definitive Preferred Securities Certificates have been issued to Owners pursuant
to Section 5.13:

                  (i)      the Securities Registrar and the Trustees shall be
         entitled to deal with the Clearing Agency for all purposes of this
         Declaration relating to the Global Preferred Securities (including the
         payment of the Liquidation Amount of and Distributions on the Preferred
         Securities evidenced by Book-Entry Preferred Securities Certificates
         and the giving of instructions or directions to Owners of Preferred
         Securities evidenced by Book-Entry Preferred Securities Certificates)
         as the sole Holder of Preferred Securities and shall have no
         obligations to the Owners thereof;

                  (ii)     to the extent that the provisions of this Section
         5.11 conflict with any other provisions of this Declaration, the
         provisions of this Section 5.11 shall control; and

                  (iii)    the rights of the Owners of the Book-Entry Preferred
         Securities Certificates shall be exercised only through the Clearing
         Agency and shall be limited to those established by law and agreements
         between such Owners and the Clearing Agency and/or the Clearing Agency
         Participants. Pursuant to the Certificate Depository Agreement, unless
         and until Definitive Preferred Securities Certificates are issued
         pursuant to Section 5.13, the initial Clearing Agency will make
         book-entry transfers among the Clearing Agency Participants and receive
         and transmit payments on the Preferred Securities to such Clearing
         Agency Participants.

         (b)      A single Common Securities Certificate representing the Common
Securities shall be issued to the Depositor in the form of a definitive Common
Securities Certificate.

         SECTION 5.12.        NOTICES TO CLEARING AGENCY.

         To the extent that a notice or other communication to the Holders or
Owners is required under this Declaration, unless and until Definitive Preferred
Securities Certificates shall have been issued to Owners pursuant to Section
5.13, the Trustees shall give all such notices and communications specified
herein to be given to Holders and Owners to the Clearing Agency, and shall have
no obligations to the Owners.

         SECTION 5.13.        DEFINITIVE PREFERRED SECURITIES CERTIFICATES.

         If (a) the Depositor advises the Trustees in writing that the Clearing
Agency is no longer willing or able to properly discharge its responsibilities
with respect to the Preferred Securities Certificates, and the Depositor is
unable to locate a qualified successor, (b) the Depositor at its option advises
the Trustees in writing that it elects to terminate the book-entry system
through the Clearing Agency, (c) the Clearing Agency ceases to be a clearing
agency registered under the Exchange Act and no qualified successor is appointed
by the Administrative Trustees within 90 days after its receipt of such notice
or its becoming



                                      -20-
<PAGE>   26
aware of such cessation, or (d) there shall have occurred and be continuing a
Debenture Event of Default, then an Administrative Trustee shall notify the
Clearing Agency and the Clearing Agency shall notify all Owners of Book-Entry
Preferred Securities Certificates and the other Trustees of the occurrence of
any such event and of the availability of the Definitive Preferred Securities
Certificates to Owners of such class or classes, as applicable, requesting the
same. Upon surrender to the Property Trustee or Registrar of the typewritten
Preferred Securities Certificate or Certificates representing the Book Entry
Preferred Securities Certificates by the Clearing Agency, accompanied by
registration instructions, the Administrative Trustees, or any one of them,
shall execute the Definitive Preferred Securities Certificates in accordance
with the instructions of the Clearing Agency. Neither the Securities Registrar
nor the Trustees shall be liable for any delay in delivery of such instructions
and may conclusively rely on, and shall be fully protected in relying on, such
instructions. Upon the issuance of Definitive Preferred Securities Certificates,
the Trustees shall recognize the Holders of the Definitive Preferred Securities
Certificates as Holders. The Definitive Preferred Securities Certificates shall
be printed, lithographed or engraved or may be produced in any other manner as
is reasonably acceptable to the Administrative Trustees, as evidenced by the
execution thereof by the Administrative Trustees or any one of them.

         SECTION 5.14.        RIGHTS OF HOLDERS.

         (a)      The legal title to the Trust Property is vested exclusively in
the Property Trustee (in its capacity as such) in accordance with Section 2.9,
and the Holders shall not have any right or title therein other than the
undivided beneficial interest in the assets of the Trust conferred by their
Trust Securities and they shall have no right to call for any partition or
division of property, profits or rights of the Trust except as described below.
The Trust Securities shall be personal property giving only the rights
specifically set forth therein and in this Declaration. The Trust Securities
shall have no preemptive or similar rights. When issued and delivered to Holders
of Preferred Securities against payment of the purchase price therefor, the
Preferred Securities will be fully paid and nonassessable undivided beneficial
interests in the Trust Property. The Holders, in their capacities as such, 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.

         (b)      For so long as any Preferred Securities remain Outstanding,
if, upon a Debenture Event of Default, the Debenture Trustee fails or the
holders of not less than 25% in aggregate principal amount of the outstanding
Debentures fail to declare the principal of all of the Debentures to be
immediately due, the Holders of at least 25% in aggregate Liquidation Amount of
the Preferred Securities then Outstanding shall have such right by a notice in
writing to the Depositor, the Property Trustee and the Debenture Trustee; and
upon any such declaration such principal amount of and the accrued interest on
all of the Debentures shall become immediately due, provided that the payment of
principal and interest on such Debentures shall remain subordinated to the
extent provided in the Indenture.

         At any time after such a declaration of acceleration with respect to
the Debentures has been made and before a judgment or decree for payment of the
money due has been obtained by the Debenture Trustee as in the Indenture
provided, the Holders of at least a Majority in Liquidation Amount of the
Preferred Securities, by written notice to the Property Trustee, the Depositor
and the Debenture Trustee, may rescind and annul such declaration and its
consequences if:

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

                           (A)      all overdue installments of interest
                  (including any Additional Interest) on all of the Debentures,

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

                           (C)      all sums paid or advanced by the Debenture
                  Trustee under the


                                      -21-
<PAGE>   27

                  Indenture and the reasonable compensation, expenses,
                  disbursements and advances of the Debenture Trustee and the
                  Property Trustee, their agents and counsel; and

                  (ii)     all Events of Default with respect to the Debentures,
         other than the non-payment of the principal of the Debentures which
         has become due solely by such acceleration, have been cured or waived
         as provided in Section 513 of the Indenture.

         The Holders of at least a Majority in Liquidation Amount of the
Preferred Securities may, on behalf of the Holders of all the Preferred
Securities, waive any past default under the Indenture or Debenture Event of
Default with respect to the Debentures, except a default in the payment of
principal or interest (unless such default has been cured and a sum sufficient
to pay all matured installments of interest and principal due otherwise than by
acceleration has been deposited with the Debenture Trustee) or a default in
respect of a covenant or provision which under the Indenture cannot be modified
or amended without the consent of the holder of each outstanding Debenture. Upon
any such waiver, such default or Debenture Event of Default shall cease to exist
and any default or Debenture Event of Default arising therefrom shall be deemed
to have been cured for every purpose of the Indenture, but no such waiver shall
affect any subsequent default or impair any right consequent thereon.

         Upon receipt by the Property Trustee of written notice declaring such
an acceleration, or rescission and annulment thereof, by Holders of any part of
the Preferred Securities, a record date shall be established for determining
Holders of Outstanding Preferred Securities entitled to join in such notice,
which record date shall be at the close of business on the day the Property
Trustee receives such notice. The Holders on such record date, or their duly
designated proxies, and only such Persons, shall be entitled to join in such
notice, whether or not such Holders remain Holders after such record date;
provided, that, unless such declaration of acceleration, or rescission and
annulment, as the case may be, shall have become effective by virtue of the
requisite percentage having joined in such notice prior to the day which is 90
days after such record date, such notice of declaration of acceleration, or
rescission and annulment, as the case may be, shall automatically and without
further action by any Holder be canceled and of no further effect. Nothing in
this paragraph shall prevent a Holder, or a proxy of a Holder, from giving,
after expiration of such 90-day period, a new written notice of declaration of
acceleration, or rescission and annulment thereof, as the case may be, that is
identical to a written notice which has been canceled pursuant to the proviso to
the preceding sentence, in which event a new record date shall be established
pursuant to the provisions of this Section 5.14(b).

         (c)      For so long as any Preferred Securities remain Outstanding, to
the fullest extent permitted by law and subject to the terms of this Declaration
and the Indenture, upon a Debenture Event of Default specified in Section 501(1)
or 501(2) of the Indenture, any Holder of Preferred Securities shall have the
right to institute a proceeding directly against the Depositor, pursuant to
Section 508 of the Indenture, for enforcement of payment to such Holder of any
amounts payable in respect of Debentures having an aggregate principal amount
equal to the Liquidation Amount of the Preferred Securities of such Holder (a
"Direct Action"). Except as set forth in Section 5.14(b) and this Section
5.14(c), Holders of Preferred Securities shall have no right to exercise
directly any right or remedy available to holders of, or in respect of,
Debentures.

         (d)      Except as otherwise provided in paragraphs (a), (b) and (c) of
this Section 5.13, the Holders of at least a Majority in Liquidation Amount of
the Preferred Securities may, on behalf of the Holders of all the Preferred
Securities, waive any past default or Event of Default and its consequences.
Upon such waiver, any such default or Event of Default shall cease to exist, and
any default or Event of Default 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 or impair any right
consequent thereon.


                                      -22-
<PAGE>   28

                  ARTICLE VI. ACTS OF HOLDERS; MEETINGS; VOTING

         SECTION 6.1.         LIMITATIONS ON VOTING RIGHTS.

         (a)      Except as provided in this Declaration and in the Indenture,
and as otherwise required by law, no Holder of Preferred Securities shall have
any right to vote or in any manner otherwise control the administration,
operation and management of the Trust or the obligations of the parties hereto,
nor shall anything herein set forth, or contained in the terms of the Trust
Securities Certificates, be construed so as to constitute the Holders from time
to time as partners or members of an association.

         (b)      So long as any Debentures are held by the Property Trustee,
the Trustees shall not (i) direct the time, method or place of conducting any
proceeding for any remedy available to the Debenture Trustee, or executing any
trust or power conferred on the Debenture Trustee with respect to such
Debentures, (ii) waive any past default which is waivable under Section [513] of
the Indenture, (iii) exercise any right to rescind or annul a declaration that
the principal of all the Debentures shall be due and payable or (iv) consent to
any amendment, modification or termination of the Indenture or the Debentures,
where such consent shall be required, without, in each case, obtaining the prior
approval of the Holders of at least a Majority in Liquidation Amount of the
Preferred 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 written consent of each Holder of Preferred Securities. The Trustees shall
not revoke any action previously authorized or approved by a vote of the Holders
of Preferred Securities, except by a subsequent vote of the Holders of Preferred
Securities. The Property Trustee shall notify all Holders of Preferred
Securities of any notice of default received from the Debenture Trustee with
respect to the Debentures. In addition to obtaining the foregoing approvals of
Holders of Preferred Securities, prior to taking any of the foregoing actions,
the Trustees shall, at the expense of the Depositor, obtain an Opinion of
Counsel experienced in such matters to the effect that such action shall not
cause the Trust to be classified as other than a grantor trust or taxable as a
corporation for United States federal income tax purposes.

         (c)      If any proposed amendment to the Declaration provides for, or
the Trustees otherwise propose to effect, (i) any action that would adversely
affect in any material respect the powers, preferences or special rights of the
Preferred Securities, whether by way of amendment to this Declaration or
otherwise, or (ii) the dissolution, winding-up or termination of the Trust,
other than pursuant to the terms of this Declaration, then the Holders of
Outstanding Preferred Securities as a class will be entitled to vote on such
amendment or proposal and such amendment or proposal shall not be effective
except with the approval of the Holders of at least a Majority in Liquidation
Amount of the Preferred Securities. Notwithstanding any other provision of this
Declaration, no amendment to this Declaration may be made if, as a result of
such amendment, it would cause the Trust to be classified as other than a
grantor trust or taxable as a corporation for United States federal income tax
purposes.

         SECTION 6.2.         NOTICE OF MEETINGS.

         Notice of all meetings of Holders of Preferred Securities, stating the
time, place and purpose of the meeting, shall be given by the Property Trustee
pursuant to Section 10.8 to each such Holder at such Holder's address as it
appears in the Securities Register as of the record date for such meeting. Such
notice shall be sent, first-class mail, at least 15 days and not more than 90
days before the meeting. At any such meeting, any business properly before the
meeting may be so considered whether or not stated in the notice of the meeting.
Any adjourned meeting may be held as adjourned without further notice.

         SECTION 6.3.         MEETINGS OF HOLDERS OF PREFERRED SECURITIES.

         No annual meeting of Holders is required to be held. The Administrative
Trustees, however, shall call a meeting of Holders of Preferred Securities to
vote on any matter upon the written request of the Holders of record of at least
25% in aggregate Liquidation Amount of Outstanding Preferred Securities and the
Administrative Trustees or the Property Trustee may, at any time in their
discretion, call a meeting of Holders of Preferred Securities to vote on any
matters as to which Holders of Preferred Securities are entitled to vote.
Holders of at least a Majority in Liquidation Amount of the Preferred
Securities, present in person or by proxy, shall constitute a quorum at any
meeting of Holders of Preferred Securities.


                                      -23-
<PAGE>   29
         If a quorum is present at a meeting, an affirmative vote by the Holders
of record present, in person or by proxy, holding at least a Majority in
Liquidation Amount of the Preferred Securities held by the Holders of record
present, either in person or by proxy, at such meeting shall constitute the
action of the Holders of Preferred Securities, unless this Declaration requires
a lesser or greater number of affirmative votes.

         SECTION 6.4.         VOTING RIGHTS.

         In respect of any matter as to which a Holder is entitled to vote, such
Holder shall be entitled to one vote for each $1,000 of Liquidation Amount Trust
Securities held of record by such Holder.

         SECTION 6.5.         PROXIES, ETC.

         At any meeting of Holders, any Holder entitled to vote thereat may vote
by proxy, provided that no proxy shall be voted at any meeting unless it shall
have been placed on file with the Administrative Trustees, or with such other
officer or agent of the Trust as the Administrative Trustees may direct, for
verification prior to the time at which such vote shall be taken. Pursuant to a
resolution of the Property Trustee, proxies may be solicited in the name of the
Property Trustee or one or more officers of the Property Trustee. Only Holders
of record shall be entitled to vote. When Trust Securities are held jointly by
several Persons, any one of them may vote at any meeting in person or by proxy
in respect of such Trust Securities, but if more than one of them shall be
present at such meeting in person or by proxy, and such joint owners or their
proxies so present disagree as to any vote to be cast, such vote shall not be
received in respect of such Trust Securities. A proxy purporting to be executed
by or on behalf of a Holder shall be deemed valid unless challenged at or prior
to its exercise, and the burden of proving invalidity shall rest on the
challenger. No proxy shall be valid more than three years after its date of
execution.

         SECTION 6.6.         HOLDER ACTION BY WRITTEN CONSENT.

         Any action which may be taken by Holders at a meeting may be taken
without a meeting and without prior notice if Holders holding a Majority in
Liquidation Amount of the Preferred Securities entitled to vote in respect of
such action (or such lesser or greater proportion thereof as shall be required
by any express provision of this Declaration) shall consent to the action in
writing. Any action that may be taken by the Holders of all the Common
Securities may be taken if such Holders shall consent to the action in writing.

         SECTION 6.7.         RECORD DATE FOR VOTING AND OTHER PURPOSES.

         Except as provided in Section 5.14(b), for the purpose of determining
the Holders who are entitled to notice of and to vote at any meeting or to act
by written consent, or to participate in any Distribution on the Trust
Securities in respect of which a record date is not otherwise provided for in
this Declaration, or for the purpose of any other action, the Administrative
Trustees or Property Trustee may from time to time fix a date, not more than 90
days prior to the date of any meeting of Holders or the payment of a
Distribution or other action, as the case may be, as a record date for the
determination of the identity of the Holders of record for such purposes.

         SECTION 6.8.         ACTS OF HOLDERS.

         Any request, demand, authorization, direction, notice, consent, waiver
or other action provided or permitted by this Declaration to be given, made or
taken by Holders or Owners may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders or Owners in
person or by an agent duly appointed in writing; and, except as otherwise
expressly provided herein, such action shall become effective when such
instrument or instruments are delivered to an Administrative Trustee and the
Property Trustee. Such instrument or instruments (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as the "Act" of
the Holders or Owners signing such instrument or instruments. Proof of execution
of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Declaration and (subject to Section 8.1)
conclusive in favor of the Trustees, if made in the manner provided in this
Section.


                                      -24-
<PAGE>   30
         The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness to such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
a signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any
other manner which any Trustee receiving the same deems sufficient.

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

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

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

         If any dispute shall arise between the Holders and the Administrative
Trustees or among such Holders or Trustees with respect to the authenticity,
validity or binding nature of any request, demand, authorization, direction,
consent, waiver or other Act of such Holder or Trustee under this Article VI,
then the determination of such matter by the Property Trustee shall be
conclusive with respect to such matter.

         SECTION 6.9.         INSPECTION OF RECORDS.

         Upon reasonable prior written notice to the Administrative Trustees and
the Property Trustee, the records of the Trust shall be open to inspection by
any Holder during normal business hours for any purpose reasonably related to
such Holder's interest as a Holder.

                   ARTICLE VII. REPRESENTATIONS AND WARRANTIES

         SECTION 7.1.         REPRESENTATIONS AND WARRANTIES OF THE PROPERTY
                              TRUSTEE AND THE DELAWARE TRUSTEE.

         The Property Trustee and the Delaware Trustee, each severally on behalf
of and as to itself alone, hereby represents and warrants for the benefit of the
Depositor and the Holders that:

         (a)      the Property Trustee is a banking corporation, duly organized,
validly existing and in good standing under the laws of the State of New York;

         (b)      the Property Trustee has full corporate power, authority and
legal right to execute, deliver and perform its obligations under this
Declaration and has taken all necessary action to authorize the execution,
delivery and performance by it of this Declaration;

         (c)      the Delaware Trustee is a banking corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware;

         (d)      the Delaware Trustee has full corporate power, authority and
legal right to execute, deliver and perform its obligations under this
Declaration and has taken all necessary action to authorize the execution,
delivery and performance by it of this Declaration;


                                      -25-
<PAGE>   31
         (e)      this Declaration has been duly authorized, executed and
delivered by the Property Trustee and the Delaware Trustee and constitutes the
valid and legally binding agreement of each of the Property Trustee and the
Delaware Trustee enforceable against each of them in accordance with its terms,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles;

         (f)      the execution, delivery and performance of this Declaration
have been duly authorized by all necessary corporate or other action on the part
of the Property Trustee and the Delaware Trustee and do not require any approval
of stockholders of the Property Trustee or the Delaware Trustee and such
execution, delivery and performance will not (i) violate the Charter or By-laws
of the Property Trustee or the Delaware Trustee, (ii) violate any provision of,
or constitute, with or without notice or lapse of time, a default under, or
result in the creation or imposition of, any Lien on any properties included in
the Trust Property pursuant to the provisions of, any indenture, mortgage,
credit agreement, license or other agreement or instrument to which the Property
Trustee or the Delaware Trustee is a party or by which it is bound, or (iii)
violate any law, governmental rule or regulation of the United States, the State
of Delaware or the State of New York, as the case may be, governing the banking,
trust or general powers of the Property Trustee or the Delaware Trustee (as
appropriate in context) or any order, judgment or decree applicable to the
Property Trustee or the Delaware Trustee;

         (g)      neither the authorization, execution or delivery by the
Property Trustee or the Delaware Trustee of this Declaration nor the
consummation of any of the transactions by the Property Trustee or the Delaware
Trustee (as appropriate in context) contemplated herein requires the consent or
approval of, the giving of notice to, the registration with or the taking of any
other action with respect to any governmental authority or agency under any
existing federal law governing the banking, trust or general powers of the
Property Trustee or the Delaware Trustee, as the case may be, under the laws of
the United States, the State of Delaware or the State of New York (other than
the filing of appropriate certificates in accordance with the Delaware Business
Trust Act);

         (h)      there are no proceedings pending or, to the best of each of
the Property Trustee's and the Delaware Trustee's knowledge, threatened against
or affecting the Property Trustee or the Delaware Trustee in any court or before
any governmental authority, agency or arbitration board or tribunal which,
individually or in the aggregate, would materially and adversely affect the
Trust or would question the right, power and authority of the Property Trustee
or the Delaware Trustee, as the case may be, to enter into or perform its
obligations as one of the Trustees under this Declaration.

         SECTION 7.2.         REPRESENTATIONS AND WARRANTIES OF DEPOSITOR.

         The Depositor hereby represents and warrants for the benefit of the
Holders that the Trust Securities Certificates issued on the Closing Date [and
the Trust Securities Certificates issued in connection with the exercise of any
over-allotment option set forth in the Underwriting Agreement] on behalf of the
Trust have been duly authorized and will have been, duly and validly executed,
issued and delivered by an Administrative Trustee pursuant to the terms and
provisions of, and in accordance with the requirements of, this Declaration and
the Holders will be, as of each such date, entitled to the benefits of this
Declaration.

                           ARTICLE VIII. THE TRUSTEES

         SECTION 8.1.         CERTAIN DUTIES AND RESPONSIBILITIES.

         (a)      The duties and responsibilities of the Trustees shall be as
expressly provided by this Declaration and, in addition, in the case of the
Property Trustee, by the Trust Indenture Act. Notwithstanding the foregoing, no
provision of this Declaration shall require the Trustees to expend or risk their
own funds or otherwise to incur any financial liability in the performance of
any of their duties hereunder, or in the exercise of any of their rights or
powers, if they shall have reasonable grounds for believing that repayment of
such funds or adequate indemnity against such risk or liability is not
reasonably assured to it. Whether or not therein expressly so provided, every
provision of this Declaration relating to the conduct or affecting the liability
of or affording protection to the Trustees shall be subject to the



                                      -26-
<PAGE>   32
provisions of this Section 8.1.

         (b)      No provision in this Declaration shall be construed to release
an Administrative Trustee from liability for his own negligent action, his own
negligent failure to act, or his own willful misconduct. To the extent that, at
law or in equity, an Administrative Trustee has duties (including fiduciary
duties) to the Trust or to the Holders, and liabilities relating thereto, such
Administrative Trustee shall not be liable to the Trust or to any Holder for
such Trustee's good faith reliance on the provisions of this Declaration. The
provisions of this Declaration, to the extent that they restrict the duties and
liabilities of the Administrative Trustees otherwise existing at law or in
equity, are agreed by the Depositor and the Holders to replace such other duties
and liabilities of the Administrative Trustees.

         (c)      All payments made by the Property Trustee or a Paying Agent in
respect of the Trust Securities shall be made only from the revenue and proceeds
from the Trust Property and only to the extent that there shall be sufficient
revenue or proceeds from the Trust Property to enable the Property Trustee or a
Paying Agent to make payments in accordance with the terms hereof. Each Holder,
by its acceptance of a Trust Security, agrees that it will look solely to the
revenue and proceeds from the Trust Property to the extent legally available for
distribution to it as herein provided and that the Trustees are not personally
liable to it for any amount distributable in respect of any Trust Security or
for any other liability in respect of any Trust Security. This Section 8.1(c)
does not limit the liability of the Trustees expressly set forth elsewhere in
this Declaration or, in the case of the Property Trustee, in the Trust Indenture
Act.

         (d)      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)      the Property Trustee shall not be liable for any
         error of judgment made in good faith by an authorized officer of the
         Property Trustee, unless it shall be proved that the Property Trustee
         was negligent in ascertaining the pertinent facts;

                  (ii)     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 Preferred 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;

                  (iii)    the Property Trustee's sole duty with respect to the
         custody, safe keeping and physical preservation of the Debentures and
         the Payment 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;

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

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

         SECTION 8.2.         CERTAIN NOTICES.

         Within five Business Days after the occurrence of any Event of Default
actually known to a Responsible Officer of the Property Trustee, the Property
Trustee shall transmit, in the manner and to the extent


                                      -27-
<PAGE>   33
provided in Section 10.8, notice of such Event of Default to the Holders, the
Administrative Trustees and the Depositor, unless such Event of Default shall
have been cured or waived.

         Within five Business Days after the receipt of notice of the
Depositor's exercise of its right to defer the payment of interest on the
Debentures pursuant to the Indenture, the Administrative Trustee shall transmit,
in the manner and to the extent provided in Section 10.8, written notice of such
exercise to the Holders and the Property Trustee, unless such exercise shall
have been revoked.

         SECTION 8.3.         CERTAIN RIGHTS OF PROPERTY TRUSTEE.

         Subject to the provisions of Section 8.1:

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

         (b)      if (i) in performing its duties under this Declaration the
Property Trustee is required to decide between alternative courses of action or
(ii) in construing any of the provisions of this Declaration the Property
Trustee finds the same ambiguous or inconsistent with any other provisions
contained herein or (iii) the Property Trustee is unsure of the application of
any provision of this Declaration, then, except as to any matter as to which the
Holders of Preferred Securities are entitled to vote under the terms of this
Declaration, the Property Trustee shall deliver a notice to the Depositor
requesting written instructions of the Depositor as to the course of action to
be taken and the Property Trustee shall take such action, or refrain from taking
such action, as the Property Trustee shall be instructed in writing to take, or
to refrain from taking, by the Depositor; provided, however, that if the
Property Trustee does not receive such instructions of the Depositor within ten
Business Days after it has delivered such notice, or such reasonably shorter
period of time set forth in such notice (which to the extent practicable shall
not be less than two Business Days), it may, but shall be under no duty to, take
or refrain from taking such action not inconsistent with this Declaration as it
shall deem advisable and in the best interests of the Holders, in which event
the Property Trustee shall have no liability except for its own bad faith,
negligence or willful misconduct;

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

         (d)      whenever in the administration of this Declaration, the
Property Trustee shall deem it desirable that a matter be established before
undertaking, 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 rely upon an Officers' Certificate which,
upon receipt of such request, shall be promptly delivered by the Depositor or
the Administrative Trustees;

         (e)      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 reregistration thereof;

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

         (g)      the Property Trustee shall be under no obligation to exercise
any of the rights or powers


                                      -28-
<PAGE>   34
vested in it by this Declaration at the request or direction of any of the
Holders pursuant to this Declaration, unless such Holders shall have offered to
the Property Trustee reasonable security or indemnity satisfactory to it against
the costs, expenses and liabilities which might be incurred by it in compliance
with such request or direction; provided, however, that, nothing contained in
this Section 8.3(g) 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;

         (h)      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, consent, order,
approval, bond, debenture, note or other evidence of indebtedness or other paper
or document, unless requested in writing to do so by one or more Holders, but
the Property Trustee may make such further inquiry or investigation into such
facts or matters as it may see fit;

         (i)      the Property Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through its
agents, attorneys, custodians or nominees provided that the Property Trustee
shall be responsible for its own misconduct or negligence with respect to
selection of any agent, attorney, custodian or nominee appointed by it
hereunder;

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

         (k)      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

         (l)      without prejudice to any other rights available to the
Property Trustee under applicable law, when the Property Trustee incurs expenses
or renders services in connection with a Bankruptcy Event, such expenses
(including legal fees and expenses of its counsel) and the compensation for such
services are intended to constitute expenses of administration under any
bankruptcy law or law relating to creditors rights generally.

         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. The Delaware Trustee shall have the same rights and
benefits as the Property Trustee under this paragraph and paragraphs (a) through
(l) of this Section.

         SECTION 8.4.         NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF
                              SECURITIES.

         The recitals contained herein and in the Trust Securities Certificates
shall be taken as the statements of the Trust, and the Trustees do not assume
any responsibility for their correctness. The Trustees shall not be accountable
for the use or application by the Depositor of the proceeds of the Debentures.

         SECTION 8.5.         MAY HOLD SECURITIES.

         Any Trustee or any other agent of any Trustee or the Trust, in its
individual or any other capacity, may become the owner or pledgee of Trust
Securities and, subject to Sections 8.8 and 8.13 and except as provided in the
definition of the term "Outstanding" in Article I, may otherwise deal with the
Trust with the


                                      -29-
<PAGE>   35
same rights it would have if it were not a Trustee or such other agent.

         SECTION 8.6.         COMPENSATION; INDEMNITY; FEES.

         The Depositor agrees:

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

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

         (c)      to the fullest extent permitted by applicable law, to
indemnify, defend and hold harmless (i) each Trustee in its individual capacity,
(ii) any Affiliate of any Trustee, (iii) any officer, director, shareholder,
employee, representative or agent of any Trustee, and (iv) any employee or agent
of the Trust or its Affiliates, (referred to herein as an "Indemnified Person")
from and against any loss, damage, liability, tax (other than income, franchise
or other taxes imposed on amounts paid pursuant to (a) or (b) hereof), penalty,
expense or claim of any kind or nature whatsoever incurred by such Indemnified
Person by reason of or in connection with the creation, existence, operation or
termination of the Trust or any act or omission performed or omitted by such
Indemnified Person in good faith on behalf of the Trust and in a manner such
Indemnified Person reasonably believed to be within the scope of authority
conferred on such Indemnified Person by this Declaration, except that no
Indemnified Person shall be entitled to be indemnified pursuant to this Section
8.6 in respect of any loss, damage or claim incurred by such Indemnified Person
by reason of negligence or willful misconduct with respect to such acts or
omissions.

         The provisions of this Section 8.6 shall survive the termination of
this Declaration. No Trustee may claim any Lien on any Trust Property as a
result of any amount due pursuant to this Section 8.6.

         The Depositor and any Trustee (in the case of the Property Trustee,
subject to Section 8.8) may engage in or possess an interest in other business
ventures of any nature or description, independently or with others, similar or
dissimilar to the business of the Trust, and the Trust and the Holders of Trust
Securities shall have no rights by virtue of this Declaration in and to such
independent ventures or the income or profits derived therefrom, and the pursuit
of any such venture, even if competitive with the business of the Trust, shall
not be deemed wrongful or improper. Neither the Depositor, nor any 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 the Depositor or any 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 Trustee may engage or be interested in any financial or other
transaction with the Depositor or any Affiliate of the Depositor, or may act as
depository for, trustee or agent for, or act on any committee or body of holders
of, securities or other obligations of the Depositor or its Affiliates.

         SECTION 8.7.         CORPORATE PROPERTY TRUSTEE REQUIRED; ELIGIBILITY
                              OF TRUSTEES.

         (a)      There shall at all times be a Property Trustee hereunder with
respect to the Trust Securities. The Property Trustee shall be a Person that is
eligible pursuant to the Trust Indenture Act to act as such and has a combined
capital and surplus of at least $50,000,000. If any such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of its supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such Person shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time the Property Trustee with respect to the
Trust Securities shall cease to be eligible in accordance with the provisions of
this Section, it shall resign immediately in the manner and with the


                                      -30-
<PAGE>   36
effect hereinafter specified in this Article. At the time of appointment, the
Property Trustee must have securities rated in one of the three highest rating
categories by a nationally recognized statistical rating organization.

         (b)      There shall at all times be one or more Administrative
Trustees hereunder with respect to the Trust Securities. Each Administrative
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 persons authorized to bind that
entity.

         (c)      There shall at all times be a Delaware Trustee with respect to
the Trust Securities. The Delaware Trustee shall either be (i) a natural person
who is at least 21 years of age and a resident of the State of Delaware or (ii)
a legal entity with its principal place of business in the State of Delaware and
that otherwise meets the requirements of applicable Delaware law, as the same
now exists or as may hereafter be amended, and that shall act through one or
more persons authorized to bind such entity.

         SECTION 8.8.         CONFLICTING INTERESTS.

         If the Property Trustee has or shall acquire a conflicting interest
within the meaning of the Trust Indenture Act, the Property Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by,
and subject to the provisions of, the Trust Indenture Act and this Declaration.
The Guarantee and the Indenture shall be deemed to be specifically described in
this Declaration for the purposes of clause (i) of the first proviso contained
in Section 310(b) of the Trust Indenture Act.

         SECTION 8.9.         CO-TRUSTEES AND SEPARATE TRUSTEE.

         Unless an Event of Default shall have occurred and be continuing, at
any time or times, for the purpose of meeting the legal requirements of the
Trust Indenture Act or of any jurisdiction in which any part of the Trust
Property may at the time be located, the Depositor and the Administrative
Trustees, by agreed action of the majority of such Trustees, shall have power to
appoint, and upon the written request of the Administrative Trustees, the
Depositor shall for such purpose join with the Administrative Trustees in the
execution, delivery, and performance of all instruments and agreements necessary
or proper to appoint, one or more Persons approved by the Property Trustee
either to act as co- trustee, jointly with the Property Trustee, of all or any
part of such Trust Property, or to the extent required by law 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 the
capacity aforesaid, any property, title, right or power deemed necessary or
desirable, subject to the other provisions of this Section. If the Depositor
does not join in such appointment within 15 days after the receipt by it of a
request so to do, or in case a Debenture Event of Default shall have occurred
and be continuing, the Property Trustee alone shall have power to make such
appointment. Any co-trustee or separate trustee appointed pursuant to this
Section shall either be (i) a natural person who is at least 21 years of age and
a resident of the United States or (ii) a legal entity with its principal place
of business in the United States that shall act through one or more persons
authorized to bind such entity.

         Should any written instrument from the Depositor be required by any co-
trustee or separate trustee so appointed for more fully confirming to such co-
trustee or separate trustee such property, title, right, or power, any and all
such instruments shall, on request, be executed, acknowledged and delivered by
the Depositor.

         Every co-trustee or separate trustee shall, to the extent permitted by
law, but to such extent only, be appointed subject to the following terms,
namely:

         (a)      The Trust Securities shall be executed and delivered and all
rights, powers, duties, and obligations hereunder in respect of the custody of
securities, cash and other personal property held by, or required to be
deposited or pledged with, the Trustees specified hereunder shall be exercised
solely by such Trustees and not by such co-trustee or separate trustee.

         (b)      The rights, powers, duties, and obligations hereby conferred
or imposed upon the


                                      -31-
<PAGE>   37
Property Trustee in respect of any property covered by such appointment shall be
conferred or imposed upon and exercised or performed by the Property Trustee or
by the Property Trustee and such co-trustee or separate trustee jointly, as
shall be provided in the instrument appointing such co-trustee or separate
trustee, except to the extent that under any law of any jurisdiction in which
any particular act is to be performed, the Property Trustee shall be incompetent
or unqualified to perform such act, in which event such rights, powers, duties
and obligations shall be exercised and performed by such co-trustee or separate
trustee.

         (c)      The Property Trustee at any time, by an instrument in writing
executed by it, with the written concurrence of the Depositor, may accept the
resignation of or remove any co-trustee or separate trustee appointed under this
Section, and, in case a Debenture Event of Default has occurred and is
continuing, the Property Trustee shall have power to accept the resignation of,
or remove, any such co-trustee or separate trustee without the concurrence of
the Depositor. Upon the written request of the Property Trustee, the Depositor
shall join with the Property Trustee in the execution, delivery and performance
of all instruments and agreements necessary or proper to effectuate such
resignation or removal. A successor to any co-trustee or separate trustee so
resigning or removed may be appointed in the manner provided in this Section.

         (d)      No co-trustee or separate trustee hereunder shall be
personally liable by reason of any act or omission of the Property Trustee or
any other trustee hereunder.

         (e)      The Property Trustee shall not be liable by reason of any act
or omission of a co-trustee or separate trustee.

         (f)      Any Act of Holders delivered to the Property Trustee shall be
deemed to have been delivered to each such co-trustee and separate trustee.

         SECTION 8.10.        RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

         No resignation or removal of any Trustee (the "Relevant Trustee") and
no appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 8.11.

         Subject to the immediately preceding paragraph, the Relevant Trustee
may resign at any time by giving written notice thereof to the Holders, except
that no such notice shall be required in the case of resignation of an
Administrative Trustee. If the instrument of acceptance by the successor Trustee
required by Section 8.11 shall not have been delivered to the Relevant Trustee
within 30 days after the giving of such notice of resignation, the Relevant
Trustee may petition, at the expense of the Trust, any court of competent
jurisdiction for the appointment of a successor Relevant Trustee.

         Unless a Debenture Event of Default shall have occurred and be
continuing, any Trustee may be removed at any time by Act of the Common Holder.
If a Debenture Event of Default shall have occurred and be continuing, the
Property Trustee or the Delaware Trustee, or both of them, may be removed at
such time by Act of the Holders of a Majority in Liquidation Amount of the
Preferred Securities, delivered to the Relevant Trustee (in its individual
capacity and on behalf of the Trust). An Administrative Trustee may be removed
by the Common Holder at any time. If any Trustee shall resign, be removed or
become incapable of acting as Trustee, or if a vacancy shall occur in the office
of any Trustee for any cause, at a time when no Debenture Event of Default shall
have occurred and be continuing, the Common Holder, by Act of the Common Holder
delivered to the retiring Relevant Trustee, shall promptly appoint a successor
Relevant Trustee or Trustees, and the retiring Relevant Trustee shall comply
with the applicable requirements of Section 8.11. If the Property Trustee or the
Delaware Trustee shall resign, be removed or become incapable of continuing to
act as the Property Trustee or the Delaware Trustee, as the case may be, at a
time when a Debenture Event of Default shall have occurred and be continuing,
the Preferred Holders, by Act of the Holders of a Majority in Liquidation Amount
of the Preferred Securities delivered to the retiring Relevant Trustee, shall
promptly appoint a successor Relevant Trustee or Trustees, and such successor
Relevant Trustee shall comply with the applicable requirements of Section 8.11.
If an Administrative Trustee shall resign, be removed or become incapable of
acting as Administrative Trustee, at a time when a


                                      -32-
<PAGE>   38
Debenture Event of Default shall have occurred and be continuing, the Common
Holder by Act of the Common Holder delivered to the Administrative Trustee shall
promptly appoint a successor Administrative Trustee or Administrative Trustees
and such successor Administrative Trustee or Trustees shall comply with the
applicable requirements of Section 8.11. If no successor Relevant Trustee shall
have been so appointed by the Common Holder or the Preferred Holders and
accepted appointment in the manner required by Section 8.11, any Holder who has
been a Holder of Trust Securities for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Relevant Trustee.

         The Property Trustee shall give notice of each resignation and each
removal of a Trustee (other than an Administrative Trustee) and each appointment
of a successor Trustee (other than an Administrative Trustee) to all Holders in
the manner provided in Section 10.8 and shall give notice to the Depositor. Each
notice shall include the name of the successor Relevant Trustee and the address
of its Corporate Trust Office if it is the Property Trustee.

         Notwithstanding the foregoing or any other provision of this
Declaration, in the event any Administrative Trustee or a Delaware Trustee who
is a natural person dies or becomes, in the opinion of the Depositor,
incompetent or incapacitated, the vacancy created by such death, incompetence or
incapacity may be filled by (a) the unanimous act of the remaining
Administrative Trustees if there are at least two of them or (b) otherwise by
the Depositor (with the successor in each case being a Person who satisfies the
eligibility requirement for Administrative Trustees or Delaware Trustee, as the
case may be, set forth in Section 8.7).

         SECTION 8.11.        ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

         In case of the appointment hereunder of a successor Relevant Trustee,
the retiring Relevant Trustee (if, in the case of a Trustee other than the
Property Trustee, requested by the Depositor) and each successor Relevant
Trustee with respect to the Trust Securities shall execute and deliver an
amendment hereto wherein each successor Relevant Trustee shall accept such
appointment and which (a) shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, each successor Relevant
Trustee all the rights, powers, trusts and duties of the retiring Relevant
Trustee with respect to the Trust Securities and the Trust and (b) shall add to
or change any of the provisions of this Declaration as shall be necessary to
provide for or facilitate the administration of the Trust by more than one
Relevant Trustee, it being understood that nothing herein or in such amendment
shall constitute such Relevant Trustees co-trustees. Upon the execution and
delivery of such amendment, the resignation or removal of the retiring Relevant
Trustee shall become effective to the extent provided therein and each such
successor Relevant Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring
Relevant Trustee; but, on request of the Trust or any successor Relevant Trustee
and upon payment in full of all undisputed amounts then due and owing to such
retiring Relevant Trustee, such retiring Relevant Trustee shall duly assign,
transfer and deliver to such successor Relevant Trustee all Trust Property, all
proceeds thereof and money held by such retiring Relevant Trustee hereunder with
respect to the Trust Securities and the Trust.

         Upon request of any such successor Relevant Trustee, the Trust shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Relevant Trustee all such rights, powers and trusts
referred to in the first or second preceding paragraph, as the case may be.

         No successor Relevant Trustee shall accept its appointment unless at
the time of such acceptance such successor Relevant Trustee shall be qualified
and eligible under this Article.

         SECTION 8.12.        MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION
                              TO BUSINESS.

         Any Person into which the Property Trustee or the Delaware Trustee may
be merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which such Relevant
Trustee shall be a party, or any Person succeeding to all or substantially all
the corporate trust business of such Relevant Trustee, shall be the successor of
such Relevant Trustee


                                      -33-
<PAGE>   39
hereunder, provided such Person shall be otherwise qualified and eligible under
this Article, without the execution or filing of any paper or any further act on
the part of any of the parties hereto.

         SECTION 8.13.        PREFERENTIAL COLLECTION OF CLAIMS AGAINST
                              DEPOSITOR OR TRUST.

         If and when the Property Trustee shall be or become a creditor of the
Depositor or the Trust (or any other obligor upon the Preferred Securities), the
Property Trustee shall be subject to the provisions of the Trust Indenture Act
regarding the collection of claims against the Depositor or the Trust (or any
such other obligor). In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other similar judicial proceeding relative to the Trust or any other obligor
upon the Trust Securities or the Trust Property or of such other obligor or
their creditors, the Property Trustee (irrespective of whether any Distributions
on the Trust Securities shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Property Trustee shall
have made any demand on the Trust for the payment of any past due Distributions)
shall be entitled and empowered, to the fullest extent permitted by law, by
intervention in such proceeding or otherwise:

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

         (b)      to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Property Trustee and, in the event the Property Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Property Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Property Trustee, its agents and counsel, and
any other amounts due the Property Trustee.

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

         SECTION 8.14.        REPORTS BY PROPERTY TRUSTEE.

         Within 60 days after March 15 of each year commencing with the first
March 15 after the first issuance of Trust Securities pursuant to this
Declaration, the Property Trustee shall transmit by mail to all Holders of Trust
Securities as provided in TIA Section 313(c) a brief report dated as of such
March 15 if and to the extent required by TIA Section 313(a).

         SECTION 8.15.        REPORTS TO THE PROPERTY TRUSTEE.

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

         SECTION 8.16.        EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

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


                                      -34-
<PAGE>   40
Act shall be given in the form of an Officers' Certificate.

         SECTION 8.17.        NUMBER OF ADMINISTRATIVE TRUSTEES.

         (a)      The number of Administrative Trustees shall be _____, provided
that the Holder of all the Outstanding Common Securities by written instrument
may increase or decrease the number of Administrative Trustees. The Property
Trustee and the Delaware Trustee may be the same Person.

         (b)      If an Administrative Trustee ceases to hold office for any
reason and the number of Administrative Trustees is not reduced pursuant to
Section 8.17(a), or if the number of Administrative Trustees is increased
pursuant to Section 8.17(a), a vacancy shall occur. The vacancy shall be filled
with a Trustee appointed in accordance with Section 8.10.

         (c)      The death, resignation, retirement, removal, bankruptcy,
incompetence or incapacity to perform the duties of an Administrative Trustee
shall not operate to dissolve, terminate or 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 8.10, the Administrative Trustees in office, regardless of their number
(and notwithstanding any other provision of this Agreement), shall have all the
powers granted to the Administrative Trustees and shall discharge all the duties
imposed upon the Administrative Trustees by this Declaration.

         (d)      The initial Administrative Trustees shall be
[____________________], [____________________] and [____________________].
Except where a requirement for action by a specific number of Administrative
Trustees is expressly set forth in this Declaration, any act required or
permitted to be taken by, and any power of the Administrative Trustees may be
exercised by, or with the consent of, any one such Administrative Trustee.

         SECTION 8.18.        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 2.7(a), 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 the Depositor the doing of such
things and the execution of such instruments either in the name of the Trust or
the names of the Administrative Trustees or otherwise as the Administrative
Trustees may deem expedient, to the extent such delegation is not prohibited by
applicable law or contrary to the provisions of this Declaration, as set forth
herein.

         SECTION 8.19.        DELAWARE TRUSTEE.

         (a) Notwithstanding any other provision of this Trust Agreement, 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.
The Delaware Trustee shall be a trustee for the sole and limited purpose of
fulfilling the requirements of Section 3807 of the Delaware Business Trust Act.

         (b) It is expressly understood and agreed by the parties hereto that in
fulfilling its obligations as Delaware Trustee hereunder on behalf of the Trust
(i) any agreements or instruments executed and delivered by Bankers Trust
(Delaware) are executed and delivered not in its individual capacity but solely
as Delaware Trustee under this Declaration in the exercise of the powers and
authority conferred and vested in it, (ii) each of the representations,
undertakings and agreements herein made on the part of the Trust is made and
intended not as representations, warranties, covenants, undertakings and
agreements by Bankers Trust (Delaware) in its individual capacity but is made
and intended for the purpose of binding only the Trust, and (iii) under no
circumstances shall Bankers Trust (Delaware) in its individual capacity be


                                      -35-
<PAGE>   41
personally liable for the payment of any indebtedness or expenses of the Trust
or be liable for the breach or failure of any obligation, representation,
warranty or covenant made or undertaken by the Trust under this Trust Agreement,
except if such breach or failure is due to any gross negligence or willful
misconduct of the Delaware Trustee.

                 ARTICLE IX. TERMINATION, LIQUIDATION AND MERGER

         SECTION 9.1.         DISSOLUTION UPON EXPIRATION DATE.

         Unless earlier dissolved, the Trust shall automatically dissolve 45
years from the Closing Date (the "Expiration Date").

         SECTION 9.2.         EARLY TERMINATION.

         The Trust shall dissolve upon the first to occur of any of the
following events (an "Early Termination Event"):

         (a)      the occurrence of a Bankruptcy Event in respect of, or the
dissolution or liquidation of, the Holder of the Common Securities;

         (b)      the written direction to the Property Trustee from the Holder
of the Common Securities at any time to dissolve the Trust and, after
satisfaction of liabilities to creditors of the Trust as provided by applicable
law, to distribute Debentures to Holders in exchange for the Preferred
Securities (which direction is optional and wholly within the discretion of the
Holder of the Common Securities);

         (c)      the redemption of all of the Preferred Securities in
connection with the redemption of all the Debentures; and

         (d)      the entry of an order for dissolution of the Trust by a court
of competent jurisdiction.

         SECTION 9.3.         TERMINATION.

         The respective obligations and responsibilities of the Trustees and the
Trust shall terminate upon the latest to occur of the following:

         (a)      the distribution by the Property Trustee to Holders upon the
liquidation of the Trust pursuant to Section 9.4, or upon the redemption of all
of the Trust Securities pursuant to Section 4.2, of all amounts required to be
distributed hereunder upon the final payment of the Trust Securities;

         (b)      the payment of any expenses owed by the Trust; and

         (c)      the discharge of all administrative duties of the
Administrative Trustees, including the performance of any tax reporting
obligations with respect to the Trust or the Holders.

         SECTION 9.4.         LIQUIDATION.

         (a)      If an Early Termination Event specified in clause (a), (b) or
(d) of Section 9.2 occurs, or upon the Expiration Date, 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 each
Holder a Like Amount of Debentures, subject to Section 9.4(d). Notice of
liquidation shall be given by the Property Trustee by first-class mail, postage
prepaid mailed not later than 30 nor more than 60 days prior to the Liquidation
Date to each Holder of Trust Securities at such Holder's address appearing in
the Securities Register. All notices of liquidation shall:

                  (i)      state the Liquidation Date;


                                      -36-
<PAGE>   42

                  (ii)     state that from and after the Liquidation Date, the
         Trust Securities will no longer be deemed to be Outstanding and any
         Trust Securities Certificates not surrendered for exchange will be
         deemed to represent a Like Amount of Debentures; and

                  (iii)    provide such information with respect to the
         mechanics by which Holders may exchange Trust Securities Certificates
         for Debentures, or if Section 9.4(d) applies receive a Liquidation
         Distribution, as the Administrative Trustees or the Property Trustee
         shall deem appropriate.

         (b)      Unless Section 9.2(c) or 9.4(d) applies, in order to effect
the liquidation of the Trust and the distribution of Debentures to Holders, the
Property Trustee shall establish a record date for such distribution (which
shall be not more than 45 days prior to the Liquidation Date) and, either itself
acting as exchange agent or through the appointment of a separate exchange
agent, shall establish such procedures as it shall deem appropriate to effect
the distribution of Debentures in exchange for the Outstanding Trust Securities
Certificates.

         (c)      Unless Section 9.2(c) or 9.4(d) applies, after the Liquidation
Date (i) the Trust Securities will no longer be deemed to be Outstanding, (ii)
certificates representing a Like Amount of Debentures will be issued to Holders
of Trust Securities Certificates, upon surrender of such certificates to the
Administrative Trustees or their agent for exchange, (iii) the Depositor shall
use its best efforts to have the Debentures listed on the New York Stock
Exchange or on such other exchange, interdealer quotation system or self-
regulatory organization on which the Preferred Securities are then listed, (iv)
any Trust Securities Certificates not so surrendered for exchange will be deemed
to represent a Like Amount of Debentures, accruing interest at the rate provided
for in the Debentures from the last Distribution Date on which a Distribution
was made on such Trust Securities Certificates until such certificates are so
surrendered (and until such certificates are so surrendered, no payments of
interest or principal will be made to Holders of Trust Securities Certificates
with respect to such Debentures) and (v) all rights of Holders holding Trust
Securities will cease, except the right of such Holders to receive Debentures
upon surrender of Trust Securities Certificates.

         (d)      If, notwithstanding the other provisions of this Section 9.4,
whether because of an order for dissolution entered by a court of competent
jurisdiction or otherwise, distribution of the Debentures in the manner provided
herein is determined by the Property Trustee not to be practical, then the Trust
Property shall be liquidated, and the Trust shall be dissolved and wound up by
the Property Trustee in such manner as the Property Trustee determines subject
to applicable law. In such event, on the date of the dissolution of the Trust,
Holders will be entitled to receive out of the assets of the Trust available for
distribution to Holders, after satisfaction of liabilities to creditors of the
Trust as provided by applicable law, an amount equal to the Liquidation Amount
per Trust Security plus accumulated and unpaid Distributions thereon to the date
of payment (such amount being the "Liquidation Distribution"). If, upon any such
winding up, the Liquidation Distribution can be paid only in part because the
Trust has insufficient assets available to pay in full the aggregate Liquidation
Distribution, then, subject to the next succeeding sentence, the amounts payable
by the Trust on the Trust Securities shall be paid pro rata based upon
Liquidation Amounts. The Holder of the Outstanding Common Securities will be
entitled to receive Liquidation Distributions upon any such winding up pro rata,
based upon Liquidation Amount, with Holders of Preferred Securities, except
that, if any Debenture Event of Default specified in Section 501(1) or 501(2) of
the Indenture shall have occurred and be continuing at the time of payment of
the Liquidation Distribution, the Preferred Securities shall have a priority
over the Common Securities with respect to payment of any amount of Liquidation
Distribution.

         (e)      Following the Expiration Date or an Early Termination Event
and after the completion of the winding up of the affairs of the Trust pursuant
to this Section 9.4, one of the Trustees shall file a certificate of
cancellation with the Delaware Secretary of State.


                                      -37-
<PAGE>   43

         SECTION 9.5.         MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR
                              REPLACEMENTS OF THE TRUST.

         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 pursuant to this Article IX.
At the request of the Holder of the Common Securities, with the consent of the
Administrative Trustees and without the consent of the Holders of the Preferred
Securities, the Property Trustee or the Delaware Trustee, the Trust may merge
with or into, consolidate, amalgamate, or be replaced by or convey, transfer or
lease its properties and assets substantially as an entirety to a trust
organized as such under the laws of any State; provided, that (i) such successor
entity either (a) expressly assumes all of the obligations of the Trust with
respect to the Preferred Securities or (b) substitutes for the Preferred
Securities other securities having substantially the same terms as the Preferred
Securities ("Successor Securities") so long as the Successor Securities rank the
same as the Preferred Securities in priority with respect to distributions and
payments upon liquidation, redemption and otherwise, (ii) the Depositor
expressly appoints a trustee of such successor entity possessing the same powers
and duties as the Property Trustee as the holder of the Debentures, (iii) the
Successor Securities are listed or traded, or any Successor Securities will be
listed upon notification of issuance, on any national securities exchange or
other organization on which the Preferred Securities are then listed or traded,
if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance,
transfer or lease does not cause the Preferred Securities (including any
Successor Securities) to be downgraded by any nationally recognized statistical
rating organization, (v) such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease does not adversely affect the rights, preferences
and privileges of the Holders of the Preferred Securities (including any
Successor Securities) in any material respect, (vi) such successor entity has a
purpose substantially identical to that of the Trust, (vii) prior to such
merger, consolidation, amalgamation, replacement, conveyance, transfer or lease,
the Property Trustee has received an Opinion of Counsel to the effect that (a)
such merger, consolidation, amalgamation, replacement, conveyance, transfer or
lease does not adversely affect the rights, preferences and privileges of the
Holders of the Preferred Securities (including any Successor Securities) in any
material respect, and (b) following such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, neither the Trust nor such successor
entity will be required to register as an investment company under the 1940 Act
and (viii) the Depositor or its permitted transferee 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 provided
by the Guarantee. Notwithstanding the foregoing, the Trust shall not, except
with the consent of Holders of all Outstanding Preferred Securities,
consolidate, amalgamate, merge with or into, or be replaced by or convey,
transfer or lease its properties and assets substantially as an entirety to any
other Person or permit any other Person to consolidate, amalgamate, merge with
or into, or replace it if such consolidation, amalgamation, merger, replacement,
conveyance, transfer or lease would cause the Trust or the successor Person to
be taxable as a corporation or classified as other than a grantor trust for
United States federal income tax purposes.

                       ARTICLE X. MISCELLANEOUS PROVISIONS

         SECTION 10.1.        LIMITATION OF RIGHTS OF HOLDERS.

         Except as set forth in Section 9.2, the death or incapacity, or the
dissolution, liquidation, termination, or the bankruptcy of any Person having an
interest, beneficial or otherwise, in Trust Securities shall not operate to
terminate this Declaration, nor entitle the legal representatives, successors or
heirs of such Person or any Holder for such Person, to claim an accounting, take
any action or bring any proceeding in any court for a partition or winding up of
the arrangements contemplated hereby, nor otherwise affect the rights,
obligations and liabilities of the parties hereto or any of them.

         SECTION 10.2.        AMENDMENT.

         (a)      This Declaration may be amended from time to time by the
Property Trustee, Administrative Trustees and the Holder of all the Common
Securities, without the consent of any Holders of Preferred Securities, (i) to
cure any ambiguity, correct or supplement any provision herein which may be
inconsistent with any other provision herein, 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 this Declaration, or (ii) to
modify, eliminate or add to any provisions of this Declaration to such extent as
shall be necessary to ensure that the Debentures are treated as indebtedness of
the Depositor for United States


                                      -38-
<PAGE>   44
federal income tax purposes, or to ensure that the Trust will not be taxable as
a corporation or will be classified for United States federal income tax
purposes other than a grantor trust at any times that any Trust Securities are
outstanding or to ensure that the Trust will not be required to register as an
investment company under the 1940 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 Preferred Securities, and any such amendments of this
Declaration shall become effective when notice thereof is given to the Holders.

         (b)      Except as provided in Section 10.2(c) hereof, any provision of
this Declaration may be amended by the Trustees and the Holder of all the Common
Securities with (i) the consent of Holders representing not less than a Majority
in Liquidation Amount of the Preferred 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 cause the Trust to be taxable as a corporation for United States
federal income tax purposes or affect the Trust's exemption from status of an
investment company under the 1940 Act or affect the treatment of the Debentures
as indebtedness of the Depositor for United States federal income tax purposes.

         (c)      In addition to and notwithstanding any other provision in this
Declaration, without the consent of each affected Holder, this Declaration may
not be amended to (i) change the amount or timing of any Distribution or
otherwise adversely affect the amount of any Distribution required to be made as
of a specified date or (ii) restrict the right of a Holder to institute suit for
the enforcement of any such payment on or after such date; and notwithstanding
any other provision herein, without the unanimous consent of the Holders, this
paragraph (c) of this Section 10.2 may not be amended.

         (d)      Notwithstanding any other provision of this Declaration, no
Trustee shall enter into or consent to any amendment to this Declaration which
would cause the Trust to be taxable as a corporation or classified as for United
States federal income tax purposes other than a grantor trust or fail or cease
to qualify for the exemption from status of an investment company under the 1940
Act or to be classified as other than a grantor trust for United States federal
income tax purposes or that would cause the Debentures to fail or cease to be
treated as indebtedness of the Depositor for United States federal income tax
purposes.

         (e)      Notwithstanding anything in this Declaration to the contrary,
without the consent of the Depositor, this Declaration may not be amended in a
manner which imposes any additional obligation or liability on the Depositor.

         (f)      If any amendment to this Declaration is made, the
Administrative Trustees shall promptly provide to the Depositor a copy of such
amendment.

         (g)      Neither the Property Trustee nor the Delaware Trustee shall be
required to enter into any amendment to this Declaration which affects its own
rights, duties or immunities under this Declaration. The Property Trustee shall
be entitled to receive an Opinion of Counsel and an Officers' Certificate
stating that any amendment to this Declaration is in compliance with this
Declaration and all conditions precedent herein provided for relating to such
action have been met.

         SECTION 10.3.        SEPARABILITY.

         If any provision in this Declaration or in the Trust Securities
Certificates shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

         SECTION 10.4.        GOVERNING LAW.

         THIS DECLARATION AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE HOLDERS,
THE TRUST AND THE TRUSTEES WITH RESPECT TO THIS DECLARATION AND THE TRUST
SECURITIES SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
STATE OF DELAWARE WITHOUT REFERENCE TO ITS CONFLICTS OF LAWS PROVISIONS;
PROVIDED, HOWEVER, THAT THE IMMUNITIES



                                      -39-
<PAGE>   45
AND STANDARD OF CARE OF THE PROPERTY TRUSTEE IN CONNECTION WITH THE
ADMINISTRATION OF ITS TRUSTS AND DUTIES HEREUNDER SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK. THE
PROVISIONS OF SECTION 3540 OF TITLE 12 OF THE DELAWARE CODE SHALL NOT APPLY TO
THIS TRUST.

         SECTION 10.5.        PAYMENTS DUE ON NON-BUSINESS DAY.

         If the date fixed for any payment on any Trust Security shall be a day
that is not a Business Day, then such payment need not be made on such date but
may be made on the next succeeding day that is a Business Day (except as
otherwise provided in Sections 4.1(a) and 4.2(d)), with the same force and
effect as though made on the date fixed for such payment, and no interest shall
accrue thereon for the period after such date.

         SECTION 10.6.        SUCCESSORS.

         This Declaration shall be binding upon and shall inure to the benefit
of any successor to the Depositor, the Trust or the Relevant Trustee, including
any successor by operation of law. Except in connection with a transaction that
is permitted under Article Eight of the Indenture and pursuant to which the
assignee agrees in writing to perform the Depositor's obligations hereunder, the
Depositor shall not assign its obligations hereunder (any purported assignment
in contravention of this Section 10.6 being null and void).

         SECTION 10.7.        HEADINGS.

         The Article and Section headings are for convenience only and shall not
affect the construction of this Declaration.

         SECTION 10.8.        REPORTS, NOTICES AND DEMANDS.


         Any report, notice, demand or other communication which by any
provision of this Declaration is required or permitted to be given or served to
or upon any Holder or the Depositor may be given or served in writing by deposit
thereof, first-class postage prepaid, in the United States mail, hand delivery
or facsimile transmission, in each case, addressed, (a) in the case of a Holder
of Preferred Securities, to such Holder as such Holder's name and address may
appear on the Securities Register; and (b) in the case of the Common Holder or
the Depositor, to Regions Financial Corporation, 417 North 20th Street,
Birmingham, Alabama 35203, Attention: General Counsel, facsimile no.:
(205) 326-7751. Such notice, demand or other communication to or upon a Holder
shall be deemed to have been sufficiently given or made, for all purposes, upon
hand delivery, mailing or transmission.


         Any notice, demand or other communication which by any provision of
this Declaration is required or permitted to be given or served to or upon the
Trust, the Property Trustee, the Delaware Trustee or the Administrative Trustees
shall be given in writing by deposit thereof, first-class postage prepaid, in
the United States mail, or by hand delivery, in each case, addressed (until
another address is published by the Trust) as follows: (a) with respect to the
Property Trustee to Bankers Trust Company, 4 Albany Street, 4th Floor, New York,
New York 10006, Attention: Corporate Trust Administration; (b) with respect to
the Delaware Trustee, to Bankers Trust (Delaware), 1011 Centre Road, Suite 200,
Wilmington, Delaware 19805, Attention: Corporate Trust Administration; and (c)
with respect to the Administrative Trustees, to them at the address above for
notices to the Depositor, marked "Attention Administrative Trustees of Regions
Financing Trust [I/II]". Such notice, demand or other communication to or upon
the Trust or the Property Trustee shall be deemed to have been sufficiently
given or made only upon actual receipt of the writing by the Trust or the
Property Trustee.

         SECTION 10.9.        AGREEMENT NOT TO PETITION.

         Each of the Trustees and the Depositor agree for the benefit of the
Holders that, until at least one


                                      -40-
<PAGE>   46
year and one day after the Trust has been terminated in accordance with Article
IX, they shall not file, or join in the filing of, a petition against the Trust
under any bankruptcy, insolvency, reorganization or other similar law
(including, without limitation, the United States Bankruptcy Code)
(collectively, "Bankruptcy Laws") or otherwise join in the commencement of any
proceeding against the Trust under any Bankruptcy Law. In the event the
Depositor takes action in violation of this Section 10.9, the Property Trustee
agrees, for the benefit of Holders, that, at the expense of the Depositor, it
shall file an answer with the bankruptcy court or otherwise properly contest the
filing of such petition by the Depositor against the Trust or the commencement
of such action and raise the defense that the Depositor has agreed in writing
not to take such action and should be estopped and precluded therefrom and such
other defenses, if any, as counsel for the Trustee or the Trust may assert. The
provisions of this Section 10.9 shall survive the termination of this
Declaration.

         SECTION 10.10.       AGREED TAX TREATMENT OF TRUST AND TRUST SECURITIES

         The parties hereto and, by its acceptance or acquisition of a Trust
Security or a beneficial interest therein the Holder of, and any Person that
acquires a beneficial interest in, such Trust Security intend and agree to treat
the Trust as a grantor trust for United States federal, state and local tax
purposes, and to treat the Trust Securities (including all payments and proceeds
with respect to such Trust Securities) as undivided beneficial ownership
interests in the Trust Property (and payments and proceeds therefrom,
respectively) for United States federal, state and local tax purposes. The
provisions of this Declaration shall be interpreted to further this intention
and agreement of the parties.

         SECTION 10.11.       APPLICATION OF TRUST INDENTURE ACT.

         (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 any provision hereof limits, qualifies or conflicts with
another provision hereof which is required to be included in this Declaration by
any of the provisions of the Trust Indenture Act, such required provision shall
control. If any provision of this Declaration modifies or excludes any provision
of the Trust Indenture Act which may be so modified or excluded, the latter
provision shall be deemed to apply to this Declaration as so modified or
excluded, as the case may be.

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

         SECTION 10.12.       ACCEPTANCE OF TERMS OF DECLARATION, GUARANTEE AND
                              INDENTURE.

         THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN
BY OR ON BEHALF OF A HOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR
FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE
BY THE HOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY
OF ALL THE TERMS AND PROVISIONS OF THIS DECLARATION AND AGREEMENT TO THE
SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND
SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH HOLDER AND SUCH OTHERS THAT
THE TERMS AND PROVISIONS OF THIS DECLARATION SHALL BE BINDING, OPERATIVE AND
EFFECTIVE AS BETWEEN THE TRUST AND SUCH HOLDER AND SUCH OTHERS.


                                      -41-
<PAGE>   47

         SECTION 10.13.       COUNTERPARTS.

         This Declaration may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same agreement.

                           [SIGNATURES ON NEXT PAGE]



                                      -42-
<PAGE>   48


         IN WITNESS WHEREOF, the undersigned have executed this Amended and
Restated Declaration as of the date first above written.

                             REGIONS FINANCIAL CORPORATION, as Depositor

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

                             BANKERS TRUST COMPANY, not in its individual
                             capacity, but solely in its capacity as Property
                             Trustee, Paying Agent and Securities Registrar

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

                             BANKERS TRUST (DELAWARE), not in its individual
                             capacity, but solely in its capacity as Delaware
                             Trustee

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

                             By:
                                -----------------------------------------------
                             Name:
                                  ---------------------------------------------
                                          as Administrative Trustee

                             By:
                                -----------------------------------------------
                             Name:
                                  ---------------------------------------------
                                          as Administrative Trustee

                             By:
                                -----------------------------------------------
                             Name:
                                  ---------------------------------------------
                                          as Administrative Trustee





                                      -43-
<PAGE>   49

                  IN WITNESS WHEREOF, the undersigned, being the trustees of the
Trust, have executed this Certificate of Trust in accordance with Section
3811(a)(1) of the Act.

                  BANKERS TRUST COMPANY, a New York banking corporation, not in
                  its individual capacity but solely as trustee


                  By: /s/ Eileen M. Hughes
                     -----------------------------------------------------------
                     Name: Eileen M. Hughes
                     Title: Vice President

                  BANKERS TRUST (DELAWARE), a Delaware banking corporation, not
                  in its individual capacity but solely as trustee


                  By: /s/ Elizabeth B. Ferry
                     -----------------------------------------------------------
                     Name: Elizabeth B. Ferry
                     Title: Assistant Vice President

<PAGE>   50


                              CERTIFICATE OF TRUST

                                       OF

                           REGIONS FINANCING TRUST II

                  This Certificate of Trust of Regions Financing Trust II (the
"Trust"), dated January 26, 2001, is being duly executed and filed by the
undersigned, as trustees, to form a business trust under the Delaware Business
Trust Act (12 Del. C. SS. 3801, et seq.) (the "Act").

                  1.       NAME. The name of the business trust being formed
hereby is Regions Financing Trust II.

                  2.       DELAWARE TRUSTEE. The name and business address of
the trustee of the Trust with a principal place of business in the State of
Delaware is Bankers Trust (Delaware), a Delaware banking corporation, Montgomery
Building, 1011 Centre Road, Suite 200, Wilmington, Delaware 19805.

                  3.       EFFECTIVE DATE. This Certificate of Trust shall be
effective upon filing with the Secretary of State of the State of Delaware.

                  4.       COUNTERPARTS. This Certificate of Trust may be
executed in one or more counterparts.

                            [SIGNATURE PAGE FOLLOWS]


<PAGE>   51

                  IN WITNESS WHEREOF, the undersigned, being the trustees of the
Trust, have executed this Certificate of Trust in accordance with Section
3811(a)(1) of the Act.

                  BANKERS TRUST COMPANY, a New York banking corporation, not in
                  its individual capacity but solely as trustee


                  BY: /s/ Eileen M. Hughes
                     -----------------------------------------------------------
                     Name: Eileen M. Hughes
                     Title: Vice President

                  BANKERS TRUST (DELAWARE), a Delaware banking corporation, not
                  in its individual capacity but solely as trustee


                  By: /s/ Elizabeth B. Ferry
                     -----------------------------------------------------------
                     Name: Elizabeth B. Ferry
                     Title: Assistant Vice President


                                      -2-

<PAGE>   52
                                    EXHIBIT B

                       [Form of Letter of Representations]

                               __________, 200____

The Depository Trust Company,
55 Water Street, 49th Floor,
New York, New York 10041-0099
Attention: _______________
General Counsel's Office

         Re:      Regions Financing Trust [I/II] ____% Cumulative Trust
                  Preferred Securities

CUSIP No. ___________________

Ladies and Gentlemen:

         The purpose of this letter is to set forth certain matters relating to
the issuance and deposit with The Depository Trust Company ("DTC") of the
book-entry portion of the Regions Financing Trust [I/II] ____% Cumulative Trust
Preferred Securities (the "Preferred Securities"), of Regions Financing Trust
[I/II], a Delaware business trust (the "Issuer"), created and continued pursuant
to an Amended and Restated Declaration of Trust between Regions Financial
Corporation ("Regions"), Bankers Trust Company, as Property Trustee, Bankers
Trust (Delaware), as Delaware Trustee, the Administrative Trustees named therein
and the holders, from time to time, of undivided beneficial interests in the
assets of the Issuer. The payment of distributions on the Preferred Securities,
and payments due upon liquidation of Issuer or redemption of the Preferred
Securities, to the extent the Issuer has funds available for the payment thereof
are guaranteed by Regions to the extent set forth in a Guarantee Agreement dated
___________, 2001 by Regions with respect to the Preferred Securities. Regions
and the Issuer propose to sell the Preferred Securities to certain Underwriters
(the "Underwriters") pursuant to an Underwriting Agreement dated
_______________, 2001 by and among the Underwriters, the Issuer and Regions, and
the Underwriters wish to take delivery of the Preferred Securities through DTC.
Bankers Trust Company is acting as transfer agent and registrar with respect to
the Preferred Securities (the "Transfer Agent and Registrar").

         To induce DTC to accept the Preferred Securities as eligible for
deposit at DTC, and to act in accordance with DTC's rules with respect to the
Preferred Securities, the Issuer, the Transfer Agent and Registrar and DTC agree
among each other as follows:

        1.        Prior to the closing of the sale of the Preferred Securities
to the Underwriters, which is expected to occur on or about __________ __, ____,
there shall be deposited with DTC one or more global certificates (individually
and collectively, the "Global Certificate") registered in the name of DTC's
nominee, Cede & Co., representing an aggregate of ____________ Preferred
Securities and bearing the following legend:

                            Unless this certificate is
                   presented by an authorized representative of
                   The Depository Trust Company, a New York
                   corporation ("DTC"), to Issuer or its agent
                   for registration of transfer, exchange, or
                   payment, and any certificate issued is
                   registered in the name of Cede & Co. or in
                   such other name as is requested by an
                   authorized representative of DTC (and any
                   payment is made to Cede & Co. or to such
                   other entity as is requested by an
                   authorized representative of DTC), ANY
                   TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
                   VALUE OR OTHERWISE BY OR TO ANY PERSON IS
                   WRONGFUL inasmuch as the registered owner
                   hereof, Cede & Co., has an interest herein.


                                      B-1
<PAGE>   53

         2.       The Amended and Restated Declaration of Trust provides for the
voting by holders of the Preferred Securities under certain limited
circumstances (with no provision for revocation of consents or votes by
subsequent holders). The Issuer shall establish a record date for such purposes
and shall, to the extent possible, give DTC notice of such record date not less
than 15 calendar days in advance of such record date.

         3.       In the event of a stock split, conversion, recapitalization,
reorganization or any other similar transaction resulting in the cancellation of
all or any part of the Preferred Securities outstanding, the Issuer or the
Transfer Agent and Registrar shall send DTC a notice of such event as soon as
possible but at least 5 business days prior to the effective date of such event.

         4.       In the event of any distribution on, or an offering or
issuance of rights with respect to, the Preferred Securities outstanding, the
Issuer or the Transfer Agent and Registrar shall send DTC a notice specifying:
(a) the amount of and conditions, if any, applicable to the payment of any such
distribution or any such offering or issuance of rights; (b) any applicable
expiration or deadline date, or any date by which any action on the part of the
holders of Preferred Securities is required; and (c) the date any required
notice is to be mailed by or on behalf of the Issuer to holders of Preferred
Securities or published by or on behalf of the Issuer (whether by mail or
publication, the "Publication Date"). Such notice shall be sent to DTC by a
secure means (e.g., legible telecopy, registered or certified mail, overnight
delivery) in a timely manner designed to assure that such notice is in DTC's
possession no later than the close of business on the business day before the
Publication Date. The Issuer or the Transfer Agent and Registrar will forward
such notice either in a separate secure transmission for each CUSIP number or in
a secure transmission of multiple CUSIP numbers (if applicable) that includes a
manifest or list of each CUSIP number submitted in that transmission. (The party
sending such notice shall have a method to verify subsequently the use of such
means and the timeliness of such notice.) The Publication Date shall be not less
than 30 calendar days nor more than 60 calendar days prior to the payment of any
such distribution or any such offering or issuance of rights with respect to the
Preferred Securities. After establishing the amount of payment to be made on the
Preferred Securities, the Issuer or the Transfer Agent and Registrar will notify
DTC's Dividend Department of such payment 5 business days prior to payment date.
Notices to DTC's Dividend Department by telecopy shall be sent to (212) 709-
1723. Such notices by mail or by any other means shall be sent to:

                        Manager, Announcements Dividend Department
                        The Depository Trust Company
                        7 Hanover Square, 23rd Floor
                        New York, New York 10004-2695

         The Issuer or the Transfer Agent and Registrar shall confirm DTC's
receipt of such telecopy by telephoning the Dividend Department at (212)
709-1270.

         5.       In the event of a redemption by the Issuer of the Preferred
Securities, notice specifying the terms of the redemption and the Publication
Date of such notice shall be sent by the Issuer or the Transfer Agent and
Registrar to DTC not less than 30 calendar days prior to such event by a secure
means in the manner set forth in paragraph 4. Such redemption notice shall be
sent to DTC's Call Notification Department at (516) 227-4164 or (516) 227-4190,
and receipt of such notice shall be confirmed by telephoning (516) 227-4070.
Notice by mail or by any other means shall be sent to:

                        Call Notification Department
                        The Depository Trust Company
                        711 Stewart Avenue
                        Garden City, New York 11530-4719

         6.       In the event of any invitation to tender the Preferred
Securities, notice specifying the terms of the tender and the Publication Date
of such notice shall be sent by the Issuer or the Transfer Agent and Registrar
to DTC by a secure means and in a timely manner as described in paragraph 4.
Notices to DTC pursuant to this paragraph and notices of other corporate actions
(including mandatory tenders,


                                      B-2
<PAGE>   54

exchanges and capital changes) shall be sent, unless notification to another
department is expressly provided for herein, by telecopy to DTC's Reorganization
Department at (212) 709-1093 or (212) 709-1094 and receipt of such notice shall
be confirmed by telephoning (212) 709-6884, or by mail or any other means to:

                        Manager, Reorganization Department
                        Reorganization Window
                        The Depository Trust Company
                        7 Hanover Square, 23rd Floor
                        New York, New York 10004-2695

         7.       All notices and payment advices sent to DTC shall contain the
CUSIP number or numbers of the Preferred Securities and the accompanying
designation of the Preferred Securities, which, as of the date of this letter,
is "Regions Financing Trust [I/II] ____% Cumulative Trust Preferred Securities."

         8.       Distribution payments or other cash payments that are part of
periodic payments with respect to the Preferred Securities evidenced by the
Global Certificate shall be received by Cede & Co., as nominee of DTC, or its
registered assigns in same-day funds no later than 2:30 p.m. (Eastern Time) on
each payment date (or in accordance with existing arrangements between the
Issuer or the Transfer Agent and Registrar and DTC). Absent any other
arrangements between the Issuer or the Transfer Agent and Registrar and DTC,
such funds shall be wired as follows:

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

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

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

         The Issuer or the Transfer Agent and Registrar shall provide payment
information to a standard announcement service subscribed to by DTC. In the
unlikely event that no such service exists, the Issuer agrees that it or the
Transfer Agent and Registrar shall provide this information directly to DTC in
advance of the record date as soon as the information is available. This
information should be conveyed directly to DTC electronically. If electronic
transmission is not available, absent any other arrangements between the
Transfer Agent and DTC, such information should be sent by telecopy to DTC's
Dividend Department at (212) 709-1723 or (212) 709-1686, and receipt of such
notices shall be confirmed by telephoning (212) 709-1270. Notices to DTC
pursuant to the above by mail or by any other means shall be sent to:

                        Manager; Announcements Dividend Department
                        The Depository Trust Company
                        7 Hanover Square; 22nd Floor
                        New York, NY 10004-2695

         9.       DTC shall receive maturity and redemption payments with
respect to the Preferred Securities evidenced by the Global Certificate
allocated with respect to each CUSIP number on the payable date in same-day
funds by 2:30 p.m. (Eastern Time). Absent any other arrangements between the
Transfer Agent and Registrar and DTC, such payments shall be wired as follows:

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

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

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

in accordance with existing SDFS payment procedures in the manner set forth in
DTC's SDFS Paying Agent Operating Procedures, a copy of which has previously
been furnished to the Transfer Agent and Registrar.

         10.      DTC shall receive all reorganization payments and CUSIP-level
detail resulting from corporate actions (such as tender offers, remarketings, or
mergers) on the first payable date in same-day


                                      B-3
<PAGE>   55

funds by 2:30 p.m. (Eastern Time). Absent any other arrangements between the
Transfer Agent and Registrar and DTC, such payments shall be wired as follows:

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

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

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

         11.      DTC may by prior written notice direct the Issuer and the
Transfer Agent and Registrar to use any other telecopy number or address of DTC
as the number or address to which notices or payments may be sent.

         12.      In the event of a conversion, redemption, or any other similar
transaction (e.g., tender made and accepted in response to the Issuer's or the
Transfer Agent and Registrar's invitation) necessitating a reduction in the
aggregate number of Preferred Securities outstanding evidenced by Global
Certificates, DTC, in its discretion: (a) may request the Issuer or the Transfer
Agent and Registrar to issue and countersign a new Global Certificate; or (b)
may make an appropriate notation on the Global Certificate indicating the date
and amount of such reduction.

         13.      DTC may discontinue its services as a securities depository
with respect to the Preferred Securities at any time by giving reasonable notice
to the Issuer and the Transfer Agent and Registrar (at which time DTC will
confirm with the Issuer or the Transfer Agent and Registrar the aggregate number
of Preferred Securities deposited with it) and discharging its responsibilities
with respect thereto under applicable law. Under such circumstances, the Issuer
may determine to make alternative arrangements for book-entry settlement for the
Preferred Securities, make available one or more separate global certificates
evidencing Preferred Securities to any Participant having Preferred Securities
credited to its DTC account, or issue definitive Preferred Securities to the
beneficial holders thereof, and in any such case, DTC agrees to cooperate fully
with the Issuer and the Transfer Agent and Registrar, and to return the Global
Certificate, duly endorsed for transfer as directed by the Issuer or the
Transfer Agent and Registrar, together with any other documents of transfer
reasonably requested by the Issuer or the Transfer Agent and Registrar.

         14.      In the event that the Issuer determines that beneficial owners
of Preferred Securities shall be able to obtain definitive Preferred Securities,
the Issuer or the Transfer Agent and Registrar shall notify DTC of the
availability of certificates. In such event, the Issuer or the Transfer Agent
and Registrar shall issue, transfer and exchange certificates in appropriate
amounts, as required by DTC and others, and DTC agrees to cooperate fully with
the Issuer and the Transfer Agent and Registrar and to return the Global
Certificate, duly endorsed for transfer as directed by the Issuer or the
Transfer Agent and Registrar, together with any other documents of transfer
reasonably requested by the Issuer or the Transfer Agent and Registrar.

         15.      This letter may be executed in any number of counterparts,
each of which when so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument. Nothing
herein shall be deemed to require the Transfer Agent and Registrar to advance
funds on behalf of Regions Financing Trust [I/II].

                               Very truly yours,

                               REGIONS FINANCING TRUST [I/II]
                               as Issuer



                               By:
                                  ---------------------------------------------
                               Name:
                                    -------------------------------------------
                               Title:
                                     ------------------------------------------
                               Administrative Trustee


                                      B-4
<PAGE>   56

                               BANKERS TRUST COMPANY, solely in its
                               capacity as Property Trustee, Transfer Agent and
                               Registrar



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

                               RECEIVED AND ACCEPTED:

                               THE DEPOSITORY TRUST COMPANY



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

                               Authorized Officer


                                      B-5
<PAGE>   57

                                    EXHIBIT C

       THIS CERTIFICATE IS NOT TRANSFERABLE OTHER THAN IN ACCORDANCE WITH
               SECTION 5.10 OF THE DECLARATION (AS DEFINED BELOW)


CERTIFICATE NUMBER                                   NUMBER OF COMMON SECURITIES
C-1                                                        [_________________]


                    CERTIFICATE EVIDENCING COMMON SECURITIES
                                       OF
                         REGIONS FINANCING TRUST [I/II]

                             ____% COMMON SECURITIES
                (LIQUIDATION AMOUNT $_______ PER COMMON SECURITY)

         Regions Financing Trust [I/II] , a business trust created under the
laws of the State of Delaware (the "Trust"), hereby certifies that REGIONS
FINANCIAL CORPORATION, a Delaware corporation (the "Holder"), is the registered
owner of ( ) common securities of the Trust, representing undivided common
beneficial interests of the Trust and designated the ____% Common Securities
(Liquidation Amount $_______ per Common Security) (the "Common Securities").
Except as provided in Section 5.10 of the Declaration (as defined below) the
Common Securities are not transferable and any attempted transfer hereof other
than in accordance therewith shall be null and void. The designations, rights,
privileges, restrictions, preferences and other terms and provisions of the
Common Securities are set forth in, and this certificate and the Common
Securities represented hereby are issued and shall in all respects be subject to
the terms and provisions of, the Amended and Restated Declaration of the Trust,
dated as of _________________, 2001, as the same may be amended from time to
time (the "Declaration"), including the designation of the terms of the Common
Securities as set forth therein. The Trust will furnish a copy of the
Declaration to the Holder without charge upon written request to the Trust at
its principal place of business or registered office.

         BY RECEIPT AND ACCEPTANCE OF THIS CERTIFICATE, THE HOLDER AGREES TO BE
BOUND BY THE DECLARATION AND IS ENTITLED TO THE BENEFITS THEREUNDER.

         This Common Securities Certificate shall be governed by and construed
in accordance with the laws of the State of Delaware.

         Terms used but not defined herein have the meanings set forth in the
Declaration.

         IN WITNESS WHEREOF, the undersigned Administrative Trustee of the Trust
has executed this certificate as of the ____ day of _________________, 2001.

                                     REGIONS FINANCING TRUST [I/II]



                                     By:
                                        ---------------------------------------
                                     Name:
                                          -------------------------------------
                                     Title: Administrative Trustee


                                      C-1
<PAGE>   58

                                    EXHIBIT D

                           [Form of Expense Agreement]

                    AGREEMENT AS TO EXPENSES AND LIABILITIES


         AGREEMENT, dated as of _________________, 2001, between REGIONS
FINANCIAL CORPORATION, a Delaware corporation (the "Corporation"), and Regions
Finaning Trust [I/II], a Delaware business trust (the "Trust").

                                   WITNESSETH:

         WHEREAS, the Trust intends to issue its Common Securities (the "Common
Securities") to and receive Debentures from the Corporation and to issue and
sell ____% Cumulative Trust Preferred Securities (the "Preferred Securities")
with such powers, preferences and special rights and restrictions as are set
forth in the Amended and Restated Declaration of the Trust, dated as of
________________, 2001 as the same may be amended from time to time (the
"Declaration"; capitalized terms used herein and not defined herein have the
meanings ascribed to them in the Declaration); and

         WHEREAS, the Corporation will directly or indirectly own all of the
Common Securities of the Trust and will issue the Debentures;

         NOW, THEREFORE, in consideration of the purchase by each holder of the
Preferred Securities, which purchase the Corporation hereby agrees shall benefit
the Corporation and which purchase the Corporation acknowledges will be made in
reliance upon the execution and delivery of this Agreement, the Corporation and
Trust hereby agree as follows:

                                    ARTICLE I

         SECTION 1.1.   Guarantee by the Corporation.

         Subject to the terms and conditions hereof, the Corporation hereby
irrevocably and unconditionally guarantees to each person or entity to whom the
Trust is now or hereafter becomes indebted or liable (the "Beneficiaries") the
full payment, when and as due, of any and all Obligations (as hereinafter
defined) to such Beneficiaries. As used herein, "Obligations" means any costs,
expenses or liabilities of the Trust, other than obligations of the Trust to pay
to holders of any Preferred Securities or other similar interests in the Trust
the amounts due such holders pursuant to the terms of the Preferred Securities
or such other similar interests, as the case may be. This Agreement is intended
to be for the benefit of, and to be enforceable by, all such Beneficiaries,
whether or not such Beneficiaries have received notice hereof.

         SECTION 1.2.   Term of Agreement.

         This Agreement shall terminate and be of no further force or effect
upon the later of (a) the date on which full payment has been made of all
amounts payable to all holders of all the Preferred Securities (whether upon
redemption, liquidation, exchange or otherwise) and (b) the date on which the
Debentures shall have been distributed to the Holders of the Trust Securities as
provided in Article IX of the Declaration; provided, however, that this
Agreement shall continue to be effective or shall be reinstated, as the case may
be, if at any time any holder of Preferred Securities or any Beneficiary must
restore payment of any sums paid in respect of the Preferred Securities, under
any Obligation, under the Guarantee Agreement dated the date hereof between the
Corporation and The Chase Manhattan Bank, as guarantee trustee or under this
Agreement for any reason whatsoever.

         SECTION 1.3.   Subordination.


                                      D-1
<PAGE>   59

         The guarantee and other liabilities and obligations of the Corporation
under this Agreement shall constitute unsecured obligations of the Corporation
and shall rank subordinate and junior in right of payment to all Senior Debt (as
defined in the Indenture) of the Corporation to the extent and in the manner set
forth in the Indenture with respect to the Debentures, and the provisions of
Article Fourteen of the Indenture will apply, mutatis mutandis, to the
obligations of the Corporation hereunder. The obligations of the Corporation
hereunder do not constitute Senior Debt (as defined in the Indenture) of the
Corporation.

         This Agreement shall be continuing, irrevocable, unconditional and
absolute.

         SECTION 1.4.   Waiver of Notice.

         The Corporation hereby waives notice of acceptance of this Agreement
and of any Obligation to which it applies or may apply, and the Corporation
hereby waives presentment, demand for payment, protest, notice of nonpayment,
notice of dishonor, notice of redemption and all other notices and demands.

         SECTION 1.5.   No Impairment.

         The obligations, covenants, agreements and duties of the Corporation
under this Agreement shall in no way be affected or impaired by reason of the
happening from time to time of any of the following:

         (a)      the extension of time for the payment by the Trust of all or
any portion of the Obligations or for the performance of any other obligation
under, arising out of, or in connection with, the Obligations;

         (b)      any failure, omission, delay or lack of diligence on the part
of the Beneficiaries to enforce, assert or exercise any right, privilege, power
or remedy conferred on the Beneficiaries with respect to the Obligations or any
action on the part of the Trust granting indulgence or extension of any kind; or

         (c)      the voluntary or involuntary liquidation, dissolution, sale of
any collateral, receivership, insolvency, bankruptcy, assignment for the benefit
of creditors, reorganization, arrangement, composition or readjustment of debt
of, or other similar proceedings affecting, the Trust or any of the assets of
the Trust. There shall be no obligation of the Beneficiaries to give notice to,
or obtain the consent of, the Corporation with respect to the happening of any
of the foregoing.

         SECTION 1.6.   Enforcement.

         A Beneficiary may enforce this Agreement directly against the
Corporation and the Corporation waives any right or remedy to require that any
action be brought against the Trust or any other person or entity before
proceeding against the Corporation.

         SECTION 1.7.   Subrogation.

         The Corporation shall be subrogated to all rights (if any) of the Trust
in respect of any amounts paid to the Beneficiaries by the Corporation under
this Agreement; provided, however, that the Corporation shall not (except to the
extent required by mandatory provisions of law) be entitled to enforce or
exercise any rights which it may acquire by way of subrogation or any indemnity,
reimbursement or other agreement, in all cases as a result of payment under this
Agreement, if, at the time of any such payment, any amounts are due and unpaid
under this Agreement.

                                   ARTICLE II

         SECTION 2.1.   Assignment.

         This Agreement may not be assigned by either party hereto without the
consent of the other, and any purported assignment without such consent shall be
void; provided, however, that, upon any transfer of the Common Securities, this
Agreement shall be assigned and delegated by the Corporation to its successor


                                      D-2
<PAGE>   60

with such transfer without any action by either party hereto.

         SECTION 2.2.   Binding Effect.

         This Agreement shall bind the successors, assigns, receivers, trustees
and representatives of the Corporation and shall inure to the benefit of the
Beneficiaries.

         SECTION 2.3.   Amendment.

         So long as there shall remain any Beneficiary or any Preferred
Securities of any series shall be outstanding, this Agreement may not be
modified or amended in any manner adverse to such Beneficiary or to the holders
of the Preferred Securities without the consent of such Beneficiary or the
holders of the Preferred Securities, as the case may be.

         SECTION 2.4.   Notices.

         Any notice, request or other communication required or permitted to be
given hereunder shall be given in writing by delivering the same against receipt
therefor by facsimile transmission (confirmed by mail), telex or by registered
or certified mail, addressed as follows (and if so given, shall be deemed given
when mailed or upon receipt of an answer-back, if sent by telex):


         Regions Financing Trust [I/II]
         c/o Regions Financial Corporation
         417 North 20th Street
         Birmingham, Alabama 35203
         Facsimile No.: (205) 326-7751
         Attention: General Counsel

         Regions Financial Corporation
         417 North 20th Street
         Birmingham, Alabama 35203
         Facsimile No.: (205) 326-7751
         Attention: General Counsel


         SECTION 2.4.   Governing Law.

         THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

         IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.

                               REGIONS FINANCIAL CORPORATION



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

                               REGIONS FINANCING TRUST [I/II]



                               By:
                                  ---------------------------------------------
                               Name:
                                    -------------------------------------------
                               Title: Administrative Trustee


                                      D-3
<PAGE>   61

                                    EXHIBIT E

                   [Form of Preferred Securities Certificate]

         [IF THE PREFERRED SECURITY IS TO BE A GLOBAL PREFERRED SECURITIES
INSERT-- This Preferred Security is a Global Preferred Securities within the
meaning of the Declaration hereinafter referred to and is registered in the name
of The Depository Trust Company (the "Depository") or a nominee of the
Depository. This Preferred Security is exchangeable for Preferred Securities
registered in the name of a person other than the Depository or its nominee only
in the limited circumstances described in the Declaration and no transfer of
this Preferred Security (other than a transfer of this Preferred Security as a
whole by the Depository to a nominee of the Depository or by a nominee of the
Depository to the Depository or another nominee of the Depository) may be
registered except in limited circumstances.

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

CERTIFICATE NUMBER                               NUMBER OF PREFERRED SECURITIES
P-[___________]                                           CUSIP NO.____________

                   CERTIFICATE EVIDENCING PREFERRED SECURITIES
                                       OF
                         REGIONS FINANCING TRUST [I/II]

                  ____% CUMULATIVE TRUST PREFERRED SECURITIES,
              (LIQUIDATION AMOUNT $_______ PER PREFERRED SECURITY)

         Regions Financing Trust [I/II], a business trust created under the laws
of the State of Delaware (the "Trust"), hereby certifies that
________________________ (the "Holder") is the registered owner of (______)
preferred securities of the Trust representing an undivided preferred beneficial
interest in the assets of the Trust and designated the Regions Financing Trust
[I/II] ____% Cumulative Trust Preferred Securities (Liquidation Amount $_______
per Preferred Security) (the "Preferred Securities"). The Preferred Securities
are transferable on the books and records of the Trust, in person or by a duly
authorized attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer as provided in Section 5.4 of the Declaration (as
defined below). The designations, rights, privileges, restrictions, preferences
and other terms and provisions of the Preferred Securities are set forth in, and
this certificate and the Preferred Securities represented hereby are issued and
shall in all respects be subject to the terms and provisions of, the Amended and
Restated Declaration of the Trust, dated as of _________________, 2001, as the
same may be amended from time to time (the "Declaration"), including the
designation of the terms of Preferred Securities as set forth therein. The
Holder is entitled to the benefits of the Guarantee Agreement entered into by
REGIONS FINANCIAL CORPORATION, a Delaware corporation, and Bankers Trust
Company, as guarantee trustee, dated as of ______________, 2001, (the
"Guarantee"), to the extent provided therein. The Trust will furnish a copy of
the Declaration and the Guarantee to the Holder without charge upon written
request to the Trust at its principal place of business or registered office.

         This Preferred Securities Certificate shall be governed by and
construed in accordance with the laws of the State of Delaware.

         All capitalized terms used but not defined in this Preferred Securities
Certificate are used with the meanings specified in the Declaration, including
the Exhibits thereto.


                                 Exhibit 23.1-1
<PAGE>   62

         BY RECEIPT AND ACCEPTANCE OF THIS CERTIFICATE, THE HOLDER AGREES TO BE
BOUND BY THE DECLARATION AND IS ENTITLED TO THE BENEFITS THEREUNDER.

         IN WITNESS WHEREOF, the undersigned Administrative Trustee of the Trust
has executed this certificate as of the ____ day of _______________, 200__.

                               REGIONS FINANCING TRUST [I/II]


                               By:
                                  ---------------------------------------------
                               Name:
                                    -------------------------------------------
                               Title: Administrative Trustee


                                 Exhibit 23.1-2
<PAGE>   63

                                   ASSIGNMENT

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

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

         (Insert address and zip code of assignee) and irrevocably appoints

         agent to transfer this Preferred Securities Certificate on the books of
         the Trust.

The agent may substitute another to act for him or her.

Date:
     ------------------

Signature:

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

         The signature(s) should be guaranteed by an eligible guarantor
institution (banks, stockbrokers, savings and loan associations and credit
unions with membership in an approved signature guarantee medallion program),
pursuant to S.E.C. Rule 17Ad-15.


                                 Exhibit 23.1-3