<PAGE>   1
                                                                    EXHIBIT 10.2

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

                        AMENDED AND RESTATED DECLARATION

                                    OF TRUST

                         FIRST WESTERN CAPITAL TRUST I

                         Dated as of February 11, 1997

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

<PAGE>   2

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                      Page
<S>                      <C>                                                                            <C>
                                   ARTICLE I

                         INTERPRETATION AND DEFINITIONS

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

                                   ARTICLE II

                               TRUST INDENTURE ACT

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

                                   ARTICLE III

                                  ORGANIZATION

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

                                   ARTICLE IV

                                     SPONSOR

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

                                    ARTICLE V

                                    TRUSTEES

SECTION 5.1                Number of Trustees: Appointment of Co-Trustee............................... 30
SECTION 5.2                Delaware Trustee............................................................ 31
SECTION 5.3                Property Trustee; Eligibility............................................... 31
SECTION 5.4                Certain Qualifications of Administrative
                           Trustees and Delaware Trustee Generally..................................... 32
SECTION 5.5                Administrative Trustees..................................................... 32
SECTION 5.6                Delaware Trustee............................................................ 33
SECTION 5.7                Appointment, Removal and Resignation of Trustees............................ 33
</TABLE>

                                       i

<PAGE>   3

<TABLE>
<CAPTION>
                                                                                                      Page
<S>                                                                                                     <C>
SECTION 5.8                Vacancies among Trustees.................................................... 35
SECTION 5.9                Effect of Vacancies......................................................... 35
SECTION 5.10               Meetings.................................................................... 35
SECTION 5.11               Delegation of Power......................................................... 36
Section 5.12               Merger, Conversion, Consolidation or Succession to Business................. 36

                                   ARTICLE VI

                                  DISTRIBUTIONS

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

                                   ARTICLE VII

                             ISSUANCE OF SECURITIES

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

                                  ARTICLE VIII

                              TERMINATION OF TRUST

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

                                   ARTICLE IX

                              TRANSFER OF INTERESTS

SECTION 9.1                Transfer of Securities...................................................... 46
SECTION 9.2                Transfer Procedures and Restrictions........................................ 47
SECTION 9.3                Deemed Security Holders..................................................... 55
SECTION 9.4                Book Entry Interests........................................................ 56
SECTION 9.5                Notices to Clearing Agency.................................................. 56
SECTION 9.6                Appointment of Successor Clearing Agency.................................... 56

                                    ARTICLE X

      LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

SECTION 10.1               Liability................................................................... 57
SECTION 10.2               Exculpation................................................................. 57
SECTION 10.3               Fiduciary Duty.............................................................. 58
SECTION 10.4               Indemnification............................................................. 59
SECTION 10.5               Outside Businesses.......................................................... 62

                                   ARTICLE XI

                                   ACCOUNTING

SECTION 11.1               Fiscal Year................................................................. 63
SECTION 11.2               Certain Accounting Matters.................................................. 63
SECTION 11.3               Banking..................................................................... 63
SECTION 11.4               Withholding................................................................. 64
</TABLE>

                                       ii

<PAGE>   4

<TABLE>
<CAPTION>
                                                                                                      Page
<S>                                                                                                   <C>
                                   ARTICLE XII

                             AMENDMENTS AND MEETINGS

SECTION 12.1               Amendments.................................................................. 64
SECTION 12.2               Meetings of the Holders; Action by Written Consent.......................... 66

                                  ARTICLE XIII

            REPRESENTATIONS OF PROPERTY TRUSTEE AND DELAWARE TRUSTEE

SECTION 13.1               Representations and Warranties of Property Trustee.......................... 68
SECTION 13.2               Representations and Warranties of Delaware Trustee.......................... 69

                                   ARTICLE XIV

                               REGISTRATION RIGHTS

SECTION 14.1               Registration Rights Agreement; Liquidated Damages........................... 69

                                   ARTICLE XV

                                  MISCELLANEOUS

SECTION 15.1               Notices..................................................................... 70
SECTION 15.2               Governing Law............................................................... 71
SECTION 15.3               Intention of the Parties.................................................... 71
SECTION 15.4               Headings.................................................................... 71
SECTION 15.5               Successors and Assigns...................................................... 71
SECTION 15.6               Partial Enforceability...................................................... 72
SECTION 15.7               Counterparts................................................................ 72

ANNEX I                    TERMS OF SECURITIES.........................................................I-1
EXHIBIT A-1                FORM OF CAPITAL SECURITY CERTIFICATE...................................... A1-1
EXHIBIT A-2                FORM OF COMMON SECURITY CERTIFICATE....................................... A2-4
EXHIBIT B                  SPECIMEN OF DEBENTURE.......................................................B-1
EXHIBIT C                  PURCHASE AGREEMENT .........................................................C-1
EXHIBIT D                  REGISTRATION RIGHTS AGREEMENT...............................................D-1
</TABLE>

                                      iii

<PAGE>   5

                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
         Section of
Trust Indenture Act                                                    Section of
of 1939, as amended                                                    Declaration
-------------------                                                    -----------
<S>                                                                        <C>
310(a).................................................................    5.3
310(b).................................................................    5.3(c), 5.3(d)
311(a).................................................................    2.2(b)
311(b).................................................................    2.2(b)
312(a).................................................................    2.2(a)
312(b).................................................................    2.2(b)
313....................................................................    2.3
314(a).................................................................    2.4; 3.6(j)
314(c).................................................................    2.5
315(a).................................................................    3.9
315(b).................................................................    2.7(a)
315(c).................................................................    3.9(a)
315(d).................................................................    3.9(b)
316(a).................................................................    2.6
316(c).................................................................    3.6(e)
317(a).................................................................    3.8(e); 3.8(h)
317(b).................................................................    3.8(i); 7.5
---------------                                                                       
</TABLE>

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

                                       iv

<PAGE>   6

                              AMENDED AND RESTATED
                              DECLARATION OF TRUST
                                       OF
                         FIRST WESTERN CAPITAL TRUST I

                               February 11, 1997

                  AMENDED AND RESTATED DECLARATION OF TRUST ("Declaration")
dated and effective as of February 11, 1997, by the Trustees (as defined
herein), the Sponsor (as defined herein) and by the holders, from time to time,
of undivided beneficial interests in the Trust to be issued pursuant to this
Declaration;

                  WHEREAS, the Trustees (other than the Property Trustee (as
defined herein)) and the Sponsor established First Western Capital Trust I (the
"Trust"), a trust formed under the Delaware Business Trust Act pursuant to a
Declaration of Trust dated as of February 4, 1997 (the "Original Declaration"),
and a Certificate of Trust filed with the Secretary of State of the State of
Delaware on February 4, 1997, for the sole purpose of issuing and selling
certain securities representing undivided beneficial interests in the assets of
the Trust and investing the proceeds thereof in certain Debentures of the
Debenture Issuer (each as hereinafter defined), and engaging in only those
other activities necessary, advisable or incidental thereto;

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

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

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




<PAGE>   7



                                   ARTICLE I

                         INTERPRETATION AND DEFINITIONS

SECTION 1.1                  Definitions.

                  Unless the context otherwise requires:

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

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

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

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

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

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

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

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

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

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

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

                  "Business Day" means any day other than a Saturday or a
Sunday or a day on which banking institutions in the City of New


                                       2


<PAGE>   8



York or the City of Pittsburgh, Pennsylvania are authorized or required by law
or executive order to close.

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

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

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

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

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

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

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

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

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

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


                                       3


<PAGE>   9



                  "Common Securities Guarantee" means the guarantee agreement
dated as of February 11, 1997 of the Sponsor in respect of the Common
Securities.

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

                  "Corporate Trust Office" means the office of the Property
Trustee at which the corporate trust business of the Property Trustee shall, at
any particular time, be principally administered, which office at the date of
execution of this Agreement is located at 450 West 33rd Street, 15th Floor, New
York, New York 10001.

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

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

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

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

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

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

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

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

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



                                       4


<PAGE>   10




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

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

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

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

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

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

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

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

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

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

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

                  "Indenture" means the Indenture dated as of February 11,
1997, among the Debenture Issuer and the Debenture Trustee, as amended from
time to time.

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

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



                                       5


<PAGE>   11



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

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

                  "Liquidated Damages" has the meaning set forth in the
Registration Rights Agreement.

                  "Majority in liquidation amount" means, with respect to the
Trust Securities, except as provided in the terms of the Capital Securities or
by the Trust Indenture Act, Holder(s) of outstanding Trust Securities voting
together as a single class or, as the context may require, Holders of
outstanding Capital Securities or Holders of outstanding Common Securities
voting separately as a class, who are the record owners of more than 50% of the
aggregate liquidation amount of all outstanding Securities of the relevant
class.

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

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

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

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

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

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

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


                                       6


<PAGE>   12

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

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

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

                  "PORTAL" has the meaning set forth in Section 3.6(b)(iii).

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

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

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

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

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

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

                  "Registration Rights Agreement" means the Registration Rights
Agreement dated as of February 11, 1997, by and among the Trust, the Debenture
Issuer and the initial purchaser named therein, as amended from time to time.

                  "Registration Statement" has the meaning set forth in the
Registration Rights Agreement.

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

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



                                       7


<PAGE>   13

officer's knowledge of and familiarity with the particular subject.

                  "Restricted Definitive Capital Securities" has the meaning
set forth in Section 7.3(c).

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

                  "Restricted Securities Legend" has the meaning set forth in
Section 9.2(i).

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

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

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

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

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

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

                  "Series A Capital Securities" has the meaning specified in
Section 7.1(a) and may be alternatively referred to as the 9.875% Capital
Securities.

                  "Series A Capital Securities Guarantee" means the guarantee
agreement dated as of February 11, 1997, by the Sponsor in respect of the
Series A Capital Securities.

                  "Series A Debentures" means the Series A 9.875% Junior
Subordinated Deferrable Interest Debentures due February 1, 2027 of the
Debenture Issuer issued pursuant to the Indenture.

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

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



                                       8


<PAGE>   14




                  "Series B Debentures" means the Series B 9.875% Junior
Subordinated Deferrable Interest Debentures due February 1, 2027 of the
Debenture Issuer issued pursuant to the Indenture.

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

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

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

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

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

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

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

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



                                       9


<PAGE>   15



                  "Unrestricted Global Capital Security" has the meaning set
forth in Section 9.2(b).

                                   ARTICLE II

                              TRUST INDENTURE ACT

SECTION 2.1                  Trust Indenture Act; Application.

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

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

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

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

SECTION 2.2                  Lists of Holders of Securities.

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



                                       10


<PAGE>   16



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

SECTION 2.3                  Reports by the Property Trustee.

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

SECTION 2.4                  Periodic Reports to Property Trustee.

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

SECTION 2.5                  Evidence of Compliance with Conditions Precedent.

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

SECTION 2.6                  Events of Default; Waiver.

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

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

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


                                       11


<PAGE>   17



         proportion in aggregate liquidation amount of the Capital Securities
         that the relevant Super Majority represents of the aggregate principal
         amount of the Debentures outstanding.

The foregoing provisions of this Section 2.6(a) shall be in lieu of section
316(a)(1)(B) of the Trust Indenture Act and such section 316(a)(1)(B) of the
Trust Indenture Act is hereby expressly excluded from this Declaration and the
Securities, as permitted by the Trust Indenture Act. Upon such waiver, any such
default shall cease to exist, and any Event of Default with respect to the
Capital Securities arising therefrom shall be deemed to have been cured, for
every purpose of this Declaration, but no such waiver shall extend to any
subsequent or other default or an Event of Default with respect to the Capital
Securities or impair any right consequent thereon. Any waiver by the Holders of
the Capital Securities of an Event of Default with respect to the Capital
Securities shall also be deemed to constitute a waiver by the Holders of the
Common Securities of any such Event of Default with respect to the Common
Securities for all purposes of this Declaration without any further act, vote,
or consent of the Holders of the Common Securities.

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

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

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

provided further, the Holders of Common Securities will be deemed to have
waived any such Event of Default and all Events of Default with respect to the
Common Securities and their consequences if all Events of Default with respect
to the Capital Securities have been cured, waived or otherwise eliminated, and
until such Events of Default have been so cured, waived or other-


                                       12


<PAGE>   18



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

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

SECTION 2.7                  Event of Default; Notice.

                  (a) The Property Trustee shall, within 90 days after the
occurrence of a default actually known to a Responsible Officer, transmit by
mail, first class postage prepaid, to the Holders, notices of all defaults with
respect to the Securities actually known to a Responsible Officer, unless such
defaults have been cured before the giving of such notice (the term "defaults"
for the purposes of this Section 2.7(a) being hereby defined to be an Event of
Default as defined in the Indenture, not including any periods of grace
provided for therein and irrespective of the giving of any notice provided
therein); provided that, except for a default in the payment of principal of
(or premium, if any) or interest (including Compounded Interest and Additional
Sums (as such terms are defined in the Indenture), if any) or Liquidated
Damages (as defined in the Registration Rights Agreement) on any of the
Debentures, the Property Trustee shall be protected in withholding such notice
if and so long as a Responsible Officer in good faith determines that the
withholding of such notice is in the interests of the Holders.

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


                                       13


<PAGE>   19



                  (i) a default under Sections 5.01(a) (other than the payment
         of Compounded Interest, Additional Sums and Liquidated Damages) and
         5.01(b) of the Indenture; or

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

                  (c) Within five Business Days after the occurrence of any
Event of Default actually known to the Property Trustee, the Property Trustee
shall transmit notice of such Event of Default to the Holders of the Capital
Securities, the Administrative Trustees and the Sponsor, unless such Event of
Default shall have been cured or waived. The Sponsor and the Administrative
Trustees shall file annually with the Property Trustee a certification as to
whether or not they are in compliance with all the conditions and covenants
applicable to them under this Declaration.

                                  ARTICLE III

                                  ORGANIZATION

SECTION 3.1                  Name.

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

SECTION 3.2                  Office.

                  The address of the principal office of the Trust is c/o First
Western Bancorp, Inc., 101 East Washington Street, New Castle, Pennsylvania
16101. On ten Business Days written notice to the Delaware Trustee, the
Property Trustee and the Holders of Securities, the Administrative Trustees may
designate another principal office.

SECTION 3.3                  Purpose.

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


                                       14


<PAGE>   20



would cause the Trust not to be classified for United States federal income tax
purposes as a grantor trust.

SECTION 3.4                  Authority.

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

SECTION 3.5                  Title to Property of the Trust.

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

SECTION 3.6                  Powers and Duties of the Administrative Trustees.

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

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

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

                  (i) prepare and execute, if necessary, an offering memorandum
         (the "Offering Memorandum") in preliminary and final form prepared by
         the Sponsor, in relation to the offering and sale of Series A Capital
         Securities to qualified institutional buyers in reliance on Rule 144A
         under the


                                       15


<PAGE>   21



         Securities Act and to institutional "accredited investors" (as defined
         in Rule 501(a)(1), (2), (3) or (7) under the Securities Act), and to
         execute and file with the Commission, at such time as determined by
         the Sponsor, any Registration Statement, including any amendments
         thereto, as contemplated by the Registration Rights Agreement;

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

                  (iii) execute and file an application, prepared by the
         Sponsor, to permit the Capital Securities to trade or be quoted or
         listed in or on the Private Offerings, Resales and Trading through
         Automated Linkages ("PORTAL") Market or any other securities exchange,
         quotation system or the Nasdaq Stock Market's National Market;

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

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

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

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

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

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



                                       16


<PAGE>   22



Holders of Capital Securities and Holders of Common Securities as
to such actions and applicable record dates;

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

                  (g) to bring or defend, pay, collect, compromise, arbitrate,
resort to legal action, or otherwise adjust claims or demands of or against the
Trust ("Legal Action"), unless pursuant to Section 3.8(e), the Property Trustee
has the exclusive power to bring such Legal Action;

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

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

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

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

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

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

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

                  (o) to take any action, not inconsistent with this
Declaration or with applicable law, that the Administrative Trustees determine
in their discretion to be necessary or desir-


                                       17


<PAGE>   23



able in carrying out the activities of the Trust as set out in this Section
3.6, including, but not limited to:

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

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

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

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

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

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

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

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

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

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

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


                                       18


<PAGE>   24



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

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

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

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

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

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

                  (vii) other than as provided in this Declaration or Annex I,
         (A) direct the time, method and place of conducting any proceeding
         with respect to any remedy available to the Debenture Trustee, or
         exercising any trust or power conferred upon the Debenture Trustee
         with respect to the Debentures, (B) waive any past default that is
         waivable under the Indenture, or (C) exercise any right to rescind or
         annul any declaration that the principal of all the Debentures shall
         be due and payable; or

                  (viii) consent to any amendment, modification or termination
         of the Indenture or the Debentures where such consent shall be
         required unless the Trust shall have received an opinion of
         independent tax counsel experienced in such matters to the effect that
         such amendment, modification or termination will not cause more than
         an insubstantial risk that for United States federal income tax
         purposes the Trust will not be classified as a grantor trust.

SECTION 3.8                  Powers and Duties of the Property Trustee.

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


                                       19


<PAGE>   25




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

                  (c) The Property Trustee shall:

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

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

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

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

                  (e) Subject to Section 3.9(a), the Property Trustee shall
take any Legal Action which arises out of or in connection with an Event of
Default of which a Responsible Officer has actual knowledge or the Property
Trustee's duties and obligations under this Declaration or the Trust Indenture
Act and if the Property Trustee shall have failed to take such Legal Action,
the Holders of the Capital Securities may take such Legal Action, to the same
extent as if such Holders of Capital Securities held an aggregate principal
amount of Debentures equal to the aggregate liquidation amount of such Capital
Securities, without first proceeding against the Property Trustee or the Trust;
provided



                                       20


<PAGE>   26



however, that if an Event of Default has occurred and is continuing and such
event is attributable to the failure of the Debenture Issuer to pay the
principal of or premium, if any, or interest (including Compounded Interest and
Additional Sums, if any) or Liquidated Damages, if any, on the Debentures on
the date such principal, premium, if any, or interest (including Compounded
Interest and Additional Sums, if any) or Liquidated Damages, if any, is
otherwise payable (or in the case of redemption, on the redemption date), then
a Holder of Capital Securities may directly institute a proceeding for
enforcement of payment to such Holder of the principal of or premium, if any,
or interest (including Compounded Interest and Additional Sums, if any) or
Liquidated Damages, if any, on the Debentures having a principal amount equal
to the aggregate liquidation amount of the Capital Securities of such Holder (a
"Direct Action") on or after the respective due date specified in the
Debentures. In connection with such Direct Action, the rights of the Holders of
the Common Securities will be subrogated to the rights of such Holder of
Capital Securities to the extent of any payment made by the Debenture Issuer to
such Holder of Capital Securities in such Direct Action. Except as provided in
the preceding sentences, the Holders of Capital Securities will not be able to
exercise directly any other remedy available to the holders of the Debentures.

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

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

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

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

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

                  (i) For such time as the Property Trustee is the Paying
Agent, the Property Trustee may authorize one or more Persons to act as
additional Paying Agents and to pay Distributions, redemption payments or
liquidation payments on behalf of the


                                       21


<PAGE>   27



Trust with respect to all Securities and any such Paying Agent shall comply
with section 317(b) of the Trust Indenture Act. Any such additional Paying Agent
may be removed by the Property Trustee at any time the Property Trustee remains
as Paying Agent and a successor Paying Agent or additional Paying Agents may be
(but are not required to be) appointed at any time by the Property Trustee
while the Property Trustee is so acting as Paying Agent.

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

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

SECTION 3.9                  Certain Duties and Responsibilities of the
                             Property Trustee.

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

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

                  (i) prior to the occurrence of an Event of Default and after
         the curing or waiving of all such Events of Default that may have
         occurred:

                             (A) the duties and obligations of the Property
                  Trustee shall be determined solely by the express provisions
                  of this Declaration and in the Securities and the Property
                  Trustee shall not be liable except for


                                       22


<PAGE>   28



                  the performance of such duties and obligations as are
                  specifically set forth in this Declaration and in the
                  Securities, and no implied covenants or obligations shall be
                  read into this Declaration against the Property Trustee; and

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

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

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

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

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



                                       23


<PAGE>   29




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

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

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

SECTION 3.10                 Certain Rights of Property Trustee.

                  (a)        Subject to the provisions of Section 3.9:

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

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

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

                  (iv) the Property Trustee shall have no duty to see to any
         recording, filing or registration of any instrument (including any
         financing or continuation statement or any



                                       24


<PAGE>   30



         filing under tax or securities laws) or any rerecording, refiling or
         registration thereof;

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

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

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

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

                  (ix) any action taken by the Property Trustee or its agents
         hereunder shall bind the Trust and the Holders, and the signature of
         the Property Trustee or its agents alone



                                       25


<PAGE>   31



         shall be sufficient and effective to perform any such action and no
         third party shall be required to inquire as to the authority of the
         Property Trustee to so act or as to its compliance with any of the
         terms and provisions of this Declaration, both of which shall be
         conclusively evidenced by the Property Trustee's or its agent's taking
         such action;

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

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

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

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

SECTION 3.11                 Delaware Trustee.

                  Notwithstanding any other provision of this Declaration other
than Section 5.2, the Delaware Trustee shall not be entitled to exercise any
powers, nor shall the Delaware Trustee have any of the duties and
responsibilities of the Administrative Trustees or the Property Trustee
described in this Declaration. Except as set forth in Section 5.2, the Delaware
Trustee shall be a Trustee for the sole and limited purpose of fulfilling the



                                       26


<PAGE>   32



requirements of section 3807 of the Business Trust Act. In the event the
Delaware Trustee shall at any time be required to take any action or perform any
duty hereunder, the Delaware Trustee shall be entitled to the benefits of
Section 3.9(b)(ii)-(viii) and Section 3.10. No implied covenants or obligations
shall be read into this Declaration against the Delaware Trustee.

SECTION 3.12                 Execution of Documents.

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

SECTION 3.13                 Not Responsible for Recitals or Issuance of
                             Securities.

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

SECTION 3.14                 Duration of Trust.

                  The Trust, unless terminated pursuant to the provisions of
Article VIII hereof, shall have existence up to February 1, 2028.

SECTION 3.15                 Mergers.

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

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


                                       27


<PAGE>   33



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

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

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

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

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

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

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

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

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

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

                             (A) such merger, consolidation, amalgamation,
                  replacement, conveyance, transfer or lease does not ad-



                                       28


<PAGE>   34



                  versely affect the rights, preferences and privileges of the
                  Holders (including the holders of any Successor Securities)
                  in any material respect (other than with respect to any
                  dilution of the Holders' interest in the new entity); and

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

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

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

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

                                   ARTICLE IV

                                    SPONSOR

SECTION 4.1                  Sponsor's Purchase of Common Securities.

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

SECTION 4.2                  Responsibilities of the Sponsor.

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



                                       29


<PAGE>   35



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

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

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

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

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

SECTION 4.3                  Right to Proceed.

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

                                   ARTICLE V

                                    TRUSTEES

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

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

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


                                       30


<PAGE>   36



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

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

SECTION 5.2                  Delaware Trustee.

                  If required by the Business Trust Act, the Delaware Trustee
shall be:

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

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

provided that, if the Property Trustee has its principal place of business in
the State of Delaware and otherwise meets the requirements of applicable law,
then the Property Trustee shall


                                       31


<PAGE>   37


also be the Delaware Trustee and Section 3.11 shall have no application.

SECTION 5.3                  Property Trustee; Eligibility.

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

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

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

                  (b) If at any time the Property Trustee shall cease to be
eligible to so act under Section 5.3(a), the Property Trustee shall immediately
resign in the manner and with the effect set forth in Section 5.7(c).

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

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


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<PAGE>   38



                  (e)        The initial Property Trustee shall be:

                             The Chase Manhattan Bank
                             450 West 33rd Street, 15th Floor
                             New York, New York 10001-2697
                             Attention:    Corporate Trustee
                                           Administration Department

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

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

SECTION 5.5                  Administrative Trustees.

                  The initial Administrative Trustees shall be:

                                      Thomas J. O'Shane
                                      Robert H. Young
                                      Thomas S. Mansell

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

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

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



                                       33


<PAGE>   39



SECTION 5.6                  Delaware Trustee.

                  The initial Delaware Trustee shall be:

                  Chase Manhattan Bank Delaware
                  1201 Market Street
                  Wilmington, Delaware 19801
                  Attention:    Corporate Trustee
                                Administration Department

SECTION 5.7                  Appointment, Removal and Resignation of Trustees.

                  (a) Subject to Section 5.7(b) and to Section 6(b) of Annex I
hereto, Trustees may be appointed or removed without cause at any time:

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

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

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

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

                  (ii) the Trustee that acts as Delaware Trustee shall not be
         removed in accordance with this Section 5.7(a) until a successor
         Trustee possessing the qualifications to act as Delaware Trustee under
         Sections 5.2 and 5.4 (a "Successor Delaware Trustee") has been
         appointed and has accepted such appointment by written instrument
         executed by such Successor Delaware Trustee and delivered to the
         Administrative Trustees and the Sponsor.

                  (c) A Trustee appointed to office shall hold office until his
successor shall have been appointed or until his death, removal or resignation.
Any Trustee may resign from office



                                       34


<PAGE>   40



(without need for prior or subsequent accounting) by an instrument in writing
signed by the Trustee and delivered to the Sponsor and the Trust, which
resignation shall take effect upon such delivery or upon such later date as is
specified therein; provided, however, that:

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

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

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

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

                  (d) The Holders of the Common Securities or, if an Event of
Default shall have occurred and be continuing after the issuance of the
Securities, the Holders of the Capital Securities shall use their best efforts
to promptly appoint a Successor Delaware Trustee or Successor Property Trustee,
as the case may be, if the Property Trustee or the Delaware Trustee delivers an
instrument of resignation in accordance with this Section 5.7.

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

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


                                       35


<PAGE>   41



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

SECTION 5.8                  Vacancies among Trustees.

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

SECTION 5.9                  Effect of Vacancies.

                  The death, resignation, retirement, removal, bankruptcy,
dissolution, liquidation, incompetence or incapacity to perform the duties of a
Trustee shall not operate to 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 5.7, the Administrative Trustees in office, regardless of their
number, shall have all the powers granted to the Administrative Trustees and
shall discharge all the duties imposed upon the Administrative Trustees by this
Declaration.

SECTION 5.10                 Meetings.

                  If there is more than one Administrative Trustee, meetings of
the Administrative Trustees shall be held from time to time upon the call of
any Administrative Trustee. Regular meetings of the Administrative Trustees may
be held at a time and place fixed by resolution of the Administrative Trustees.
Notice of any in-person meetings of the Administrative Trustees shall be hand
delivered or otherwise delivered in writing (including by facsimile, with a
hard copy by overnight courier) not less than 24 hours before such meeting.
Notice of any telephonic meetings of the Administrative Trustees or any
committee thereof shall be hand delivered or otherwise delivered in writing
(including by facsimile, with a hard copy by overnight courier) not less than
24 hours before a meeting. Notices shall contain a brief statement of the time,
place and anticipated purposes of the meeting. The presence (whether in person
or by telephone) of an Administrative Trustee at a meeting shall constitute a
waiver of notice of such meeting except where an Administrative Trustee attends
a meeting for the express purpose of objecting to the transaction of any
activity on the ground that the meeting has not been lawfully called or
convened. Unless provided otherwise in this



                                       36


<PAGE>   42



Declaration, any action of the Administrative Trustees may be taken at a
meeting by vote of a majority of the Administrative Trustees present (whether
in person or by telephone) and eligible to vote with respect to such matter,
provided that a Quorum is present, or without a meeting by the unanimous
written consent of the Administrative Trustees. In the event there is only one
Administrative Trustee, any and all action of such Administrative Trustee shall
be evidenced by a written consent of such Administrative Trustee.

SECTION 5.11                 Delegation of Power.

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

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

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

         Any corporation into which the Property Trustee or the Delaware
Trustee or any Administrative Trustee that is not a natural person, as the case
may be, may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Property Trustee or the Delaware Trustee, as the case may be, shall be a party,
or any corporation succeeding to all or substantially all the corporate trust
business of the Property Trustee or the Delaware Trustee, as the case may be,
shall be the successor of the Property Trustee or the Delaware Trustee, as the
case may be, hereunder, provided such corporation shall be otherwise qualified
and eligible under this Article, without the execution or filing of any paper
or any further act on the part of any of the parties hereto.



                                       37


<PAGE>   43



                                   ARTICLE VI

                                 DISTRIBUTIONS

SECTION 6.1                  Distributions.

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

                                  ARTICLE VII

                             ISSUANCE OF SECURITIES

SECTION 7.1                  General Provisions Regarding Securities.

                  (a) The Administrative Trustees shall on behalf of the Trust
issue one class of capital securities representing undivided beneficial
interests in the assets of the Trust having such terms as are set forth in
Annex I (the "Series A Capital Securities") and one class of common securities
representing undivided beneficial interests in the assets of the Trust having
such terms as are set forth in Annex I (the "Common Securities"). The
Administrative Trustees shall on behalf of the Trust issue one class of capital
securities representing undivided beneficial interests in the Trust having such
terms as set forth in Annex I (the "Series B Capital Securities") in exchange
for the Series A Capital Securities accepted for exchange in the Exchange
Offer, which Series B Capital Securities shall not bear the legends required by
Section 9.2(i) unless the Holder of such Series A Capital Securities is either
(A) a broker-dealer who purchased such Series A Capital Securities directly
from the Trust for resale pursuant to Rule 144A or any other available
exemption under the Securities Act, (B) a Person participating in the
distribution of the Series A Capital Securities or (C) a Person who is an
affiliate (as defined in Rule 144A) of the Trust. The Trust shall issue no
securities or other interests in the assets of the Trust other than the Capital
Securities and the Common Securities.

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



                                       38


<PAGE>   44




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

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

SECTION 7.2                  Execution and Authentication.

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

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

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

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

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



                                       39


<PAGE>   45




SECTION 7.3                  Form and Dating.

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

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

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

                  The Trust shall execute and the Property Trustee shall, in
accordance with this Section 7.3, authenticate and make available for delivery
initially one or more Global Capital Securities that (i) shall be registered in
the name of Cede & Co.



                                       40


<PAGE>   46



or other nominee of such Clearing Agency and (ii) shall be delivered by the
Trustee to such Clearing Agency or pursuant to such Clearing Agency's written
instructions or held by the Property Trustee as custodian for the Clearing
Agency.

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

                  (c) Definitive Capital Securities. Except as provided in
Section 7.9 or 9.2(f)(i), owners of beneficial interests in a Global Capital
Security will not be entitled to receive physical delivery of certificated
Capital Securities ("Definitive Capital Securities"). Purchasers of Securities
(other than QIBs) who are "accredited investors" (as defined in Rule 501(a)(1),
(2), (3) or (7) under the Securities Act) will receive Capital Securities in
the form of individual certificates in definitive, fully registered form
without distribution coupons and with the Restricted Securities Legend set
forth in Exhibit A-1 hereto ("Restricted Definitive Capital Securities");
provided, however, that upon transfer of such Restricted Definitive Capital
Securities to a QIB, such Restricted Definitive Capital Securities will, unless
the Global Capital Security has previously been exchanged, be exchanged for an
interest in a Global Capital Security pursuant to the provisions of Section
9.2. Restricted Definitive Capital Securities will bear the Restricted
Securities Legend set forth on Exhibit A-1 unless removed in accordance with
this Section 7.3 or Section 9.2.

                  (d) Authorized Denominations.  The Capital Securities are
issuable only in denominations of $1,000 and any integral multiple thereof.

SECTION 7.4                  Registrar, Paying Agent and Exchange Agent.

                  The Trust shall maintain in the Borough of Manhattan, The
City of New York, (i) an office or agency where Capital Securities may be
presented for registration of transfer ("Registrar"), (ii) an office or agency
where Capital Securities may be



                                       41


<PAGE>   47



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

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

SECTION 7.5                  Paying Agent to Hold Money in Trust.

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

SECTION 7.6                  Replacement Securities.

                  If a Holder claims that a Security owned by it has been lost,
destroyed or wrongfully taken or if such Security is mutilated and is
surrendered to the Trust or in the case of the Capital Securities to the
Property Trustee, the Trust shall issue



                                       42


<PAGE>   48



and the Property Trustee shall, upon written order of the Trust, authenticate a
replacement Security if the Property Trustee's and the Trust's requirements, as
the case may be, are met. An indemnity bond must be provided by the Holder
which, in the judgment of the Property Trustee, is sufficient to protect the
Trustees, the Sponsor, the Trust or any authenticating agent from any loss
which any of them may suffer if a Security is replaced. The Trust may charge
such Holder for its expenses in replacing a Security.

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

SECTION 7.7                  Outstanding Capital Securities.

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

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

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

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

SECTION 7.8                  Capital Securities in Treasury.

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

SECTION 7.9                  Temporary Securities.

                  (a) Until Definitive Securities are ready for delivery, the
Trust may prepare and, in the case of the Capital



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<PAGE>   49



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

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

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

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

                  (e) In the event of the occurrence of any of the events
specified in Section 7.9(b), the Trust will promptly make available to the
Property Trustee a reasonable supply of certifi-



                                       44


<PAGE>   50



cated Capital Securities in fully registered form without distribution coupons.

SECTION 7.10                 Cancellation.

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

SECTION 7.11                 CUSIP Numbers.

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

                                  ARTICLE VIII

                              TERMINATION OF TRUST

SECTION 8.1                  Termination of Trust.

                  (a) The Trust shall automatically terminate:

                  (i) upon the bankruptcy of the Sponsor;

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

                  (iii) following the distribution of a Like Amount of the
         Debentures to the Holders, provided that, the Property



                                       45


<PAGE>   51



         Trustee has received written notice from the Sponsor directing the
         Property Trustee to terminate the Trust (which direction is optional,
         and except as otherwise expressly provided below, within the
         discretion of the Sponsor) and provided, further, that such direction
         and such distribution is conditioned on (a) the prior approval of the
         Federal Reserve Board if such approval is then required under
         applicable capital guidelines or policies of the Federal Reserve Board
         and the receipt of any other required regulatory approval, and (b) the
         Administrative Trustees' receipt of an opinion of an independent tax
         counsel experienced in such matters, which opinion may rely on
         published rulings of the Internal Revenue Service, to the effect that
         the Holders will not recognize any gain or loss for United States
         federal income tax purposes as a result of the dissolution of the
         Trust and the distribution of Debentures;

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

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

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

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

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

                                   ARTICLE IX

                             TRANSFER OF INTERESTS

SECTION 9.1                  Transfer of Securities.

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

                  (b) Subject to this Article IX, Capital Securities may only
be transferred, in whole or in part, in accordance with the terms and
conditions set forth in this Declaration.  Any



                                       46


<PAGE>   52



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

                  (c) For so long as the Trust Securities remain outstanding,
the Sponsor will covenant (i) to directly or indirectly maintain 100% direct or
indirect ownership of the Common Securities of the Trust; provided, however,
that any permitted successor of the Sponsor under the Indenture may succeed to
the Sponsor's ownership of such Common Securities, (ii) not to cause, as
sponsor of the Trust, or to permit, as Holder of the Common Securities, the
dissolution, winding-up or termination of the Trust, except in connection with
a distribution of the Debentures as provided in the Declaration and in
connection with certain mergers, consolidations or amalgamations permitted by
this Declaration and (iii) to use its reasonable efforts to cause the Trust (a)
to remain a business trust, except in connection with the distribution of
Debentures to the Holders of Trust Securities in liquidation of the Trust, the
redemption of all of the Trust Securities, or certain mergers, consolidations
or amalgamations, each as permitted by this Declaration, and (b) to otherwise
continue to be classified as a grantor trust for United States federal income
tax purposes.

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

SECTION 9.2                  Transfer Procedures and Restrictions

                  (a) General. Except as otherwise provided in Section 9.2(b),
if Capital Securities are issued upon the registration of transfer, exchange or
replacement of Capital Securities bearing the Restricted Securities Legend set
forth in Exhibit A-1 hereto, or if a request is made to remove such Restricted
Securities Legend on Capital Securities, the Capital Securities so



                                       47


<PAGE>   53



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

                  (b) Transfers After Effectiveness of a Registration
Statement.  After the effectiveness of a Registration Statement with respect to
any Capital Securities, all requirements pertaining to legends on such Capital
Securities will cease to apply (other than the legend requiring that transfers
of Capital Securities be made in blocks having an aggregate liquidation amount
of not less than $100,000), and beneficial interests in a Capital Security in
global form without legends will be available to transferees of such Capital
Securities, upon exchange of the transferring Holder's Restricted Definitive
Capital Security or directions to transfer such Holder's beneficial interest in
the Global Capital Security as the case may be. No such transfer or exchange of
a Restricted Definitive Capital Security or of an interest in the Global
Capital Security shall be effective unless the transferor delivers to the Trust
a certificate in a form substantially similar to that attached hereto as the
form of "Assignment" in Exhibit A-1. Except as otherwise provided in Section
9.2(m), after the effectiveness of a Registration Statement, the Trust shall
issue and the Property Trustee, upon a written order of the Trust signed by one
Administrative Trustee, shall authenticate a Capital Security in global form
without the Restricted Securities Legend (the "Unrestricted Global Capital
Security") to deposit with the Clearing Agency to evidence transfers of
beneficial interests from the (i) Global Capital Security and (ii) Restricted
Definitive Capital Securities.

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

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

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


                                       48


<PAGE>   54




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

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

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

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

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

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

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

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



                                       49
<PAGE>   55
then the Property Trustee shall cancel such Definitive Capital Security and
cause, or direct the Clearing Agency to cause, the aggregate number of Capital
Securities represented by the appropriate Global Capital Security to be
increased accordingly. If no Global Capital Securities are then outstanding,
the Trust shall issue and the Property Trustee shall authenticate, upon written
order of any Administrative Trustee, an appropriate number of Capital
Securities in global form.

                  (e) Transfer and Exchange of Global Capital Securities.
Subject to Section 9.2(f), the transfer and exchange of Global Capital
Securities or beneficial interests therein shall be effected through the
Clearing Agency, in accordance with this Declaration (including applicable
restrictions on transfer set forth herein, if any) and the procedures of the
Clearing Agency therefor.

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

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

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



                                       50


<PAGE>   56



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

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

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

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

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

                  (i) Legend.

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

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

                  THE HOLDER OF THIS CAPITAL SECURITY BY ITS ACCEPTANCE HEREOF
                  AGREES TO OFFER, SELL OR


                                       51
<PAGE>   57



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

                  THE CAPITAL SECURITIES WILL BE ISSUED AND MAY BE TRANSFERRED
                  ONLY IN BLOCKS HAVING A LIQUI-


                                       52


<PAGE>   58



                  DATION AMOUNT OF NOT LESS THAN $100,000 (100 CAPITAL
                  SECURITIES). ANY SUCH TRANSFER OF CAPITAL SECURITIES IN A
                  BLOCK HAVING A LIQUIDATION AMOUNT OF LESS THAN $100,000 SHALL
                  BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY
                  SUCH TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF SUCH
                  CAPITAL SECURITIES FOR ANY PURPOSE, INCLUDING BUT NOT LIMITED
                  TO THE RECEIPT OF DISTRIBUTIONS OF SUCH CAPITAL SECURITIES,
                  AND SUCH TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST
                  WHATSOEVER IN SUCH CAPITAL SECURITIES.

                  THE HOLDER OF THIS CAPITAL SECURITY BY ITS THE ACCEPTANCE
                  HEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT EITHER (i)
                  IT IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE
                  RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")
                  OR (ii) THE ACQUISITION AND HOLDING OF THIS CAPITAL SECURITY
                  BY IT IS NOT PROHIBITED BY EITHER SECTION 406 OF ERISA OR
                  SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS
                  AMENDED, OR EXEMPT FROM ANY SUCH PROHIBITION.

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

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

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

                  (j) Cancellation or Adjustment of Global Capital Security.
At such time as all beneficial interests in a Global Capital Security have
either been exchanged for Definitive Capital Securities to the extent permitted
by this Declaration or



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<PAGE>   59



redeemed, repurchased or canceled in accordance with the terms of this
Declaration, such Global Capital Security shall be canceled by the Property
Trustee. At any time prior to such cancellation, if any beneficial interest in
a Global Capital Security is exchanged for Definitive Capital Securities,
Capital Securities represented by such Global Capital Security shall be reduced
and an adjustment shall be made on the books and records of the Clearing Agency
and the Registrar, to reflect such reduction.

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

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

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

                  (iii) The Registrar or co-registrar shall not be required to
         register the transfer of or exchange of (a) Capital Securities during
         a period beginning at the opening of business 15 days before the day
         of mailing of a notice of redemption or any notice of selection of
         Capital Securities for redemption and ending at the close of business
         on the day of such mailing; or (b) any Capital Security so selected
         for redemption in whole or in part, except the unredeemed portion of
         any Capital Security being redeemed in part.

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

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


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<PAGE>   60



                  [(l) No Obligation of the Property Trustee.

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

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

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

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

                             (A)     upon issuance of the Series B Capital
                                     Securities, the transactions contemplated
                                     by


                                       55


<PAGE>   61

                                      the Exchange Offer have been consummated;
                                      and

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

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

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

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

                  (n) Minimum Transfers. Series A Capital Securities and, when
issued, Series B Capital Securities may only be transferred in minimum blocks
of $100,000 aggregate liquidation amount. Any transfer of Series A Capital
Securities or Series B Capital Securities in a block having an aggregate
liquidation amount of less than $100,000 shall be deemed to be voided and of


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<PAGE>   62



no legal effect whatsoever. Any such transferee shall be deemed not to be a
Holder of such Series A or Series B Capital Securities for any purpose,
including, but not limited to, the receipt of Distributions on such Capital
Securities, and such transferee shall be deemed to have no interest whatsoever
in such Capital Securities.

SECTION 9.3                  Deemed Security Holders.

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

SECTION 9.4                  Book Entry Interests.

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

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

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

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

                  (d) the rights of the Capital Security Beneficial Owners
         shall be exercised only through the Clearing Agency and shall be
         limited to those established by law and agreements between such
         Capital Security Beneficial Owners and the Clearing Agency and/or the
         Clearing Agency Participants



                                       57


<PAGE>   63



         and receive and transmit payments of Distributions on the Global
         Certificates to such Clearing Agency Participants. DTC will make book
         entry transfers among the Clearing Agency Participants.

SECTION 9.5                  Notices to Clearing Agency.

                  Whenever a notice or other communication to the Capital
Security Holders is required under this Declaration, the Trustees shall give
all such notices and communications specified herein to be given to the Holders
of Global Capital Securities to the Clearing Agency, and shall have no notice
obligations to the Capital Security Beneficial Owners.

SECTION 9.6                  Appointment of Successor Clearing Agency.

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

                                   ARTICLE X

                           LIMITATION OF LIABILITY OF

                   HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

SECTION 10.1                 Liability.

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

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

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

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

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


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<PAGE>   64



SECTION 10.2                 Exculpation.

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

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

SECTION 10.3                 Fiduciary Duty.

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

                  (b) Unless otherwise expressly provided herein:

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

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



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<PAGE>   65




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

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

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

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

SECTION 10.4                 Indemnification.

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



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         respect to any criminal action or proceeding, had reasonable cause to
         believe that his conduct was unlawful.

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

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

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



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<PAGE>   67




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

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

                  (vii) The Debenture Issuer or the Trust may purchase and
         maintain insurance on behalf of any person who is or was a Company
         Indemnified Person against any liability asserted



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         against him and incurred by him in any such capacity, or arising out
         of his status as such, whether or not the Debenture Issuer would have
         the power to indemnify him against such liability under the provisions
         of this Section 10.4(a).

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

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

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

                  (c) The Debenture Trustee agrees to pay the Property Trustee
and the Delaware Trustee, from time to time, such compensation for all services
rendered by the Property Trustee and the Delaware Trustee hereunder as may be
mutually agreed upon in writing by the Sponsor and the Property Trustee or the
Delaware



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Trustee, as the case may be, and, except as otherwise expressly provided
herein, to reimburse the Property Trustee and the Delaware Trustee upon its or
their request for all reasonable expenses, disbursements and advances incurred
or made by the Property Trustee or the Delaware Trustee, as the case may be, in
accordance with the provisions of this Declaration, except any such expense,
disbursement or advance as may be attributable to its or their negligence or
bad faith.

SECTION 10.5                 Outside Businesses.

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

                                   ARTICLE XI

                                   ACCOUNTING

SECTION 11.1                 Fiscal Year.

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

SECTION 11.2                 Certain Accounting Matters.

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



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principles, consistently applied. The books of account and the records of the
Trust shall be examined by and reported upon as of the end of each Fiscal Year
of the Trust by a firm of independent certified public accountants selected by
the Administrative Trustees.

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

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

SECTION 11.3                 Banking.

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

SECTION 11.4                 Withholding.

                  The Trust and the Administrative Trustees shall comply with
all withholding requirements under United States federal, state and local law.
The Trust shall request, and the Holders shall provide to the Trust, such forms
or certificates as are necessary to establish an exemption from withholding
with respect to each Holder, and any representations and forms as shall
reasonably be requested by the Trust to assist it in determining the extent of,
and in fulfilling, its withholding obligations. The Administrative Trustees
shall file required forms with applicable jurisdictions and, unless an
exemption from withholding is properly established by a Holder, shall remit
amounts withheld with respect to the Holder to applicable jurisdictions. To the
extent that the Trust is required to withhold and pay over



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any amounts to any authority with respect to Distributions or allocations to
any Holder, the amount withheld shall be deemed to be a Distribution in the
amount of the withholding to the Holder. In the event of any claimed over
withholding, Holders shall be limited to an action against the applicable
jurisdiction. If the amount required to be withheld was not withheld from
actual Distributions made, the Trust may reduce subsequent Distributions by the
amount of such withholding.

                                  ARTICLE XII

                            AMENDMENTS AND MEETINGS

SECTION 12.1                 Amendments.

                  (a) Except as otherwise provided in this Declaration
(including Section 7 of the Annex I hereto) or by any applicable terms of the
Securities, this Declaration may only be amended by a written instrument
approved and executed by:

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

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

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

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

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

                  (ii) unless, in the case of any proposed amendment which
         affects the rights, powers, duties, obligations or immunities of the
         Property Trustee, the Property Trustee shall have first received:

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


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<PAGE>   72



                             (B) an Opinion of Counsel (who may be counsel to
                  the Sponsor or the Trust) that such amendment is permitted
                  by, and conforms to, the terms of this Declaration (including
                  the terms of the Securities) and that all conditions
                  precedent, if any, in this Declaration to the execution and
                  delivery of such amendment have been satisfied,

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

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

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

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

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

                  (c) At such time after the Trust has issued any Securities
that remain outstanding, any amendment that would adversely affect the rights,
privileges or preferences of any Holder may be effected only with such
additional requirements as may be set forth in the terms of such Securities;

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

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

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

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

                  (i) cure any ambiguity, correct or supplement any provision
         in this Declaration that may be inconsistent with any other provision
         of this Declaration or to make any other provisions with respect to
         matters or questions arising


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<PAGE>   73



         under this Declaration which shall not be inconsistent with the other
         provisions of the Declaration; and

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

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

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

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

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

                  (i) notice of any such meeting shall be given to all the
         Holders having a right to vote thereat at least seven days and not
         more than 60 days before the date of such meeting. Whenever a vote,
         consent or approval of the Holders is permitted or required under this
         Declaration or the rules of any stock exchange on which the Capital
         Securities are listed or admitted for trading, such vote, consent or
         approval may be given at a meeting of the Holders. Any action that may
         be taken at a meeting of the Holders may be taken


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<PAGE>   74



         without a meeting if a consent in writing setting forth the action so
         taken is signed by the Holders owning not less than the minimum amount
         of Securities in liquidation amount that would be necessary to
         authorize or take such action at a meeting at which all Holders having
         a right to vote thereon were present and voting. Prompt notice of the
         taking of action without a meeting shall be given to the Holders
         entitled to vote who have not consented in writing. The Administrative
         Trustees may specify that any written ballot submitted to the Security
         Holder for the purpose of taking any action without a meeting shall be
         returned to the Trust within the time specified by the Administrative
         Trustees;

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

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

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



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<PAGE>   75



                                  ARTICLE XIII

                      REPRESENTATIONS OF PROPERTY TRUSTEE

                              AND DELAWARE TRUSTEE

SECTION 13.1                 Representations and Warranties of Property
                             Trustee.

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

                  (a) The Property Trustee is a New York banking corporation, a
national banking association or a bank or trust company organized under the
laws of any State of the United States or the District of Columbia, in any case
with trust powers and authority to execute and deliver, and to carry out and
perform its obligations under the terms of, this Declaration;

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

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

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

SECTION 13.2                 Representations and Warranties of Delaware
                             Trustee.

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



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of the Successor Delaware Trustee's acceptance of its appointment
as Delaware Trustee that:

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

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

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

                  (d) The Delaware Trustee is a natural person who is a
resident of the State of Delaware or, if not a natural person, an entity which
has its principal place of business in the State of Delaware.

                                  ARTICLE XIV

                              REGISTRATION RIGHTS

SECTION 14.1                 Registration Rights Agreement.

                  The Holders of the Capital Securities, the Debentures and the
Capital Securities Guarantee are entitled to the benefits of a Registration
Rights Agreement. In certain limited circumstances set forth in the
Registration Rights Agreement, the Debenture Issuer shall be required to pay
Liquidated Damages with respect to the Debentures. Unless otherwise stated, the
term "Distribution", as used in this Declaration, includes such Liquidated
Damages.



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<PAGE>   77



                                   ARTICLE XV

                                 MISCELLANEOUS

SECTION 15.1                 Notices.

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

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

                             First Western Capital Trust I
                             c/o First Western Bancorp, Inc.
                             101 East Washington Street
                             New Castle, Pennsylvania  16103-1488
                             Attention: Thomas J. O'Shane,
                                        Administrative Trustee
                             Telecopy:  (412) 654-8413

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

                             Chase Manhattan Bank Delaware
                             1201 Market Street
                             Wilmington, Delaware  19801
                             Attention: Corporate Trust Department
                             Telecopy:  (302) 984-4889

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

                             The Chase Manhattan Bank
                             450 West 33rd Street, 15th Floor
                             New York, New York 10001-2697
                             Attention: Corporate Trustee
                                        Administration Department
                             Telecopy:  (212) 946-8159



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<PAGE>   78



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

                             First Western Bancorp, Inc.
                             101 East Washington Street
                             New Castle, Pennsylvania  16101
                             Attention: Thomas J. O'Shane,
                                        Chairman, President and CEO.
                             Telecopy:  (412) 654-8413

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

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

SECTION 15.2                 Governing Law.

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

SECTION 15.3                 Intention of the Parties.

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

SECTION 15.4                 Headings.

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

SECTION 15.5                 Successors and Assigns

                  Whenever in this Declaration any of the parties hereto is
named or referred to, the successors and assigns of such party shall be deemed
to be included, and all covenants and agreements in this Declaration by the
Sponsor and the Trustees shall bind



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<PAGE>   79



and inure to the benefit of their respective successors and assigns, whether so
expressed.

SECTION 15.6                 Partial Enforceability.

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

SECTION 15.7                 Counterparts.

                  This Declaration may contain more than one counterpart of the
signature page and this Declaration may be executed by the affixing of the
signature of each of the Trustees to one of such counterpart signature pages.
All of such counterpart signature pages shall be read as though one, and they
shall have the same force and effect as though all of the signers had signed a
single signature page.



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<PAGE>   80



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

                                   /s/ THOMAS J. O'SHANE     
                                   --------------------------------------------
                                   Thomas J. O'Shane, as Administrative Trustee

                                   /s/ ROBERT H. YOUNG
                                   --------------------------------------------
                                   Robert H. Young, as Administrative Trustee

                                   /s/ THOMAS S. MANSELL
                                   --------------------------------------------
                                   Thomas S. Mansell, as Administrative Trustee

                                   CHASE MANHATTAN BANK DELAWARE
                                   as Delaware Trustee

                                   By: /s/ JOHN J. CASHIN
                                       -----------------------------------
                                         Name:   John J. Cashin
                                         Title:  Senior Trust Officer

                                   THE CHASE MANHATTAN BANK
                                   as Property Trustee

                                   By: /s/ MARY LEWICKI
                                       -----------------------------------
                                         Name:   Mary Lewicki 
                                         Title:  Second Vice President

                                   FIRST WESTERN BANCORP, INC.
                                   as Sponsor and Debenture Issuer

                                   By: /s/ THOMAS J. O'SHANE
                                       -----------------------------------
                                         Name:   Thomas J. O'Shane
                                         Title:  Chairman, President and
                                                 Chief Executive Officer 


<PAGE>   81



                                    ANNEX I

                                    TERMS OF
                  SERIES A/SERIES B 9.875% CAPITAL SECURITIES
                            9.875% COMMON SECURITIES

                  Pursuant to Section 7.1 of the Amended and Restated
Declaration of Trust, dated as of February 11, 1997 (as amended from time to
time, the "Declaration"), the designation, rights, privileges, restrictions,
preferences and other terms and provisions of the Securities are set out below
(each capitalized term used but not defined herein has the meaning set forth in
the Declaration or, if not defined in such Declaration, as defined in the
Offering Memorandum referred to below in Section 2(c) of this Annex I):

                  1.       Designation and Number.

                  (a) Capital Securities. 25,000 Series A Capital Securities of
the Trust and 25,000 Series B Capital Securities of the Trust, both series
together with an aggregate liquidation amount with respect to the assets of the
Trust of twenty-five million dollars ($25,000,000), and each with a liquidation
amount with respect to the assets of the Trust of $1,000 per security, are
hereby designated for the purposes of identification only as "Series A 9.875%
Capital Securities" and "Series B 9.875% Capital Securities", respectively
(collectively, the "Capital Securities"). The certificates evidencing the
Capital Securities shall be substantially in the form of Exhibit A-1 to the
Declaration, with such changes and additions thereto or deletions therefrom as
may be required by ordinary usage, custom or practice or to conform to the
rules of any exchange or quotation system on or in which the Capital Securities
are listed, traded or quoted.

                  (b) Common Securities. 774 Common Securities of the Trust
with an aggregate liquidation amount with respect to the assets of the Trust of
$774,000 and a liquidation amount with respect to the assets of the Trust of
$1,000 per security, are hereby designated for the purposes of identification
only as "9.875% Common Securities" (collectively, the "Common Securities"). The
certificates evidencing the Common Securities shall be substantially in the
form of Exhibit A-2 to the Declaration, with such changes and additions thereto
or deletions therefrom as may be required by ordinary usage, custom or
practice.

                  2.       Distributions.

                  (a) Distributions payable on each Security will be fixed at a
rate per annum of 9.875% (the "Coupon Rate") of the liquidation amount of
$1,000 per Security (the "Liquidation


                                      I-1


<PAGE>   82



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

                  (b) Distributions on the Securities will be cumulative, will
accumulate from the most recent date to which Distributions have been paid or,
if no Distributions have been paid, from February 11, 1997, and will be payable
semi-annually in arrears on February 1 and August 1 of each year, commencing on
August 1, 1997 (each, a "Distribution Date"), except as otherwise described
below. Distributions will be computed on the basis of a 360-day year consisting
of twelve 30-day months and for any period less than a full calendar month on
the basis of the actual number of days elapsed in such month. As long as no
Event of Default has occurred and is continuing under the Indenture, the
Debenture Issuer has the right under the Indenture to defer payments of
interest by extending the interest payment period at any time and from time to
time on the Debentures for a period not exceeding 10 consecutive semi-annual
periods, including the first such semi-annual period during such period (each
an "Extension Period"), during which Extension Period no interest shall be due
and payable on the Debentures, provided that no Extension Period shall end on a
date other than an Interest Payment Date for the Debentures or extend beyond
the Maturity Date of the Debentures. As a consequence of such deferral,
Distributions will also be deferred. Despite such deferral, Distributions will
continue to accumulate with additional Distributions thereon (to the extent
permitted by applicable law but not at a rate greater than the rate at which
interest is then accruing on the Debentures) at the Coupon Rate compounded
semi-annually during any such Extension Period. Prior to the termination of any
such Extension Period, the Debenture Issuer may further defer payments of
interest by further extending such Extension Period; provided that such
Extension Period, together with all such previous and further extensions within
such Extension Period, may not exceed 10 consecutive semi-annual periods,
including the first semi-annual period during such Extension Period, or extend
beyond the Maturity Date of the Debentures. Upon the termination of any
Extension Period and the payment of all amounts then due, the Debenture Issuer
may commence a new Extension Period, subject to the above requirements.



                                      I-2


<PAGE>   83




                  (c) Distributions on the Securities will be payable to the
Holders thereof as they appear on the books and records of the Trust on the
close of business on the 15th day of the month preceding the month in which the
relevant Distribution Date occurs, which Distribution Dates correspond to the
interest payment dates on the Debentures. Subject to any applicable laws and
regulations and the provisions of the Declaration, each such payment in respect
of the Capital Securities will be made as described under the heading
"Description of Capital Securities -- Form, Denomination, Book-Entry Procedures
and Transfer" in the Offering Memorandum dated February 6, 1997, of the
Debenture Issuer and the Trust relating to the Securities and the Debentures.
The relevant record dates for the Common Securities shall be the same as the
record dates for the Capital Securities. Distributions payable on any
Securities that are not punctually paid on any Distribution Date, as a result
of the Debenture Issuer having failed to make a payment under the Debentures,
will cease to be payable to the Holder on the relevant record date, and such
defaulted Distribution will instead be payable to the Person in whose name such
Securities are registered on the special record date or other specified date
determined in accordance with the Indenture. If any date on which Distributions
are payable on the Securities is not a Business Day, then payment of the
Distribution payable on such date will be made on the next succeeding day that
is a Business Day (and without any interest or other payment in respect of any
such delay), except that if such next succeeding Business Day is in the next
succeeding calendar year, such payment shall be made on the immediately
preceding Business Day with the same force and effect as if made on such date.

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

                  3.       Liquidation Distribution Upon Dissolution.

                  In the event of any termination of the Trust or the Sponsor
otherwise gives notice of its election to liquidate the Trust pursuant to
Section 8.1(a)(iii) of the Declaration, the Trust shall be liquidated by the
Administrative Trustees as expeditiously as the Administrative Trustees
determine to be possible by distributing, after satisfaction of liabilities to
creditors of the Trust as provided by applicable law, to the Holders a Like
Amount (as defined below) of the Debentures, unless such distribution is
determined by the Property Trustee not to be practicable, in which event such
Holders will be entitled to receive Pro Rata out of the assets of the Trust
legally available for distribution to Holders, after satisfaction of
liabilities to creditors of the Trust as provided by applicable law, an amount
equal to the aggregate of the liquidation



                                      I-3


<PAGE>   84



amount of $1,000 per Security plus accumulated and unpaid Distributions thereon
to the date of payment (such amount being the "Liquidation Distribution").

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

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

                  4.       Redemption and Distribution.

                (a) Upon the repayment of the Debentures in whole or in part,
at maturity or upon early redemption (either at the option of the Debenture
Issuer or pursuant to a Special Event, as described below), the proceeds from
such repayment shall be simultaneously applied by the Property Trustee (subject
to the Property Trustee having received written notice no later than 45 days
prior to such repayment) to redeem a Like Amount of the Securities at a
redemption price equal to (i) in the case of the repayment of the Debentures at
maturity, the Maturity Redemption Price (as defined below), (ii) in the case of
the optional redemption of the Debentures upon the occurrence and continuation
of a Special Event, the Special Event Redemption Price (as defined below) and
(iii) in the case of the optional redemption of the Debentures on or after
February 1, 2007, the Optional Redemption Price (as defined below). The
Maturity Redemption Price, the Special Event Redemption Price and the Optional
Redemption Price are referred to collectively as the "Redemption Price".
Holders will be given not less than 30 nor more than 60 days notice of such
redemption.

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

                  (ii) In the case of an optional redemption, if fewer than all
the outstanding Securities are to be so redeemed, the Securities to be redeemed
will be determined as described in Section 4(f)(ii) below. Upon the entry of an
order for the dissolution of the Trust by a court of competent jurisdiction,
the Debentures thereafter will be subject to optional repayment,



                                      I-4


<PAGE>   85



in whole, but not in part, on or after February 1, 2007 (the "Initial Optional
Redemption Date").

                  The Debenture Issuer shall have the right (subject to the
conditions in the Indenture) to elect to redeem the Debentures in whole or in
part at any time on or after the Initial Optional Redemption Date, upon not
less than 30 days and not more than 60 days notice, at the Optional Redemption
Price and, simultaneous with such redemption, to cause a Like Amount of the
Securities to be redeemed by the Trust at the Optional Redemption Price on a
Pro Rata basis. "Optional Redemption Price" shall mean a price equal to the
percentage of the liquidation amount of Securities to be redeemed plus
accumulated and unpaid Distributions thereon, if any, to the date of such
redemption if redeemed during the 12-month period beginning February 1 of the
years indicated below:

<TABLE>
<CAPTION>
                 Year                               Percentage
                 ----                               ----------
                 <S>                                  <C>
                 2007                                 104.938%
                 2008                                 104.444%
                 2009                                 103.950%
                 2010                                 103.456%
                 2011                                 102.963%
                 2012                                 102.469%
                 2013                                 101.975%
                 2014                                 101.482%
                 2015                                 100.988%
                 2016                                 100.494%
                 2017 and thereafter                  100.000%
</TABLE>

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

                  "Make-Whole Amount" shall be equal to the greater of (i) 100%
of the principal of a Like Amount of Debentures to be redeemed or (ii) the sum,
as determined by a Quotation Agent (as defined in the Indenture), of the
present values of remaining scheduled payments of principal amount and interest
on the Debentures, discounted to the redemption date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Adjusted
Treasury Rate (as defined in the Indenture), plus, in the case of each of
clauses (i) and (ii), accrued


                                      I-5


<PAGE>   86



and unpaid Distributions thereon, if any, to the date of such
redemption.

                  "Tax Event" shall occur upon receipt by the Debenture Issuer
and the Trust of an Opinion of Counsel experienced in such matters to the
effect that, as a result of any amendment to, or change (including any
announced prospective change) in, the laws or any regulations thereunder of the
United States or any political subdivision or taxing authority thereof or
therein, or as a result of any official administrative pronouncement or
judicial decision interpreting or applying such laws or regulations, which
amendment or change is effective or which pronouncement or decision is
announced on or after February 11, 1997, there is more than an insubstantial
risk that (i) the Trust is, or will be within 90 days of the date of such
opinion, subject to United States federal income tax with respect to income
received or accrued on the Debentures, (ii) interest payable by the Debenture
Issuer on the Debentures is not, or within 90 days of the date of such opinion,
will not be, deductible by the Debenture Issuer, in whole or in part, for
United States federal income tax purposes, or (iii) the Trust is, or will be
within 90 days of the date of such opinion, subject to more than a de minimis
amount of other taxes, duties or other governmental charges.

                  "Regulatory Capital Event" shall mean that the Debenture
Issuer shall have received an opinion of independent bank regulatory counsel
experienced in such matters to the effect that, as a result of (a) any
amendment to, or change (including any announced prospective change) in, the
laws (or any regulations thereunder) of the United States or any rules,
guidelines or policies of the Federal Reserve Board or (b) any official
administrative pronouncement or judicial decision interpreting or applying such
laws or regulations, which amendment or change is effective or such
pronouncement or decision is announced on or after February 11, 1997, the
Capital Securities do not constitute, or within 90 days of the date thereof,
will not constitute, Tier 1 Capital (or its then equivalent); provided,
however, that the distribution of the Debentures in connection with the
liquidation of the Trust by the Debenture Issuer shall not in and of itself
constitute a Regulatory Capital Event unless such liquidation shall have
occurred in connection with a Tax Event.

                  "Special Event Redemption Price" shall mean, with respect to
a redemption of Securities, a price equal to the Make-Whole Amount.

                  (d) On and from the date fixed by the Administrative Trustees
for any distribution of Debentures and liquidation of the Trust: (i) the
Securities will no longer be deemed to be outstanding, (ii) the Clearing Agency
or its nominee (or any successor Clearing Agency or its nominee), as the Holder
of the Capital Securities, will receive a registered global certificate


                                      I-6


<PAGE>   87



or certificates representing the Debentures to be delivered upon such
distribution and any certificates representing Securities not held by the
Clearing Agency or its nominee (or any successor Clearing Agency or its
nominee) will be deemed to represent beneficial interests in a Like Amount of
Debentures until such certificates are presented to the Debenture Issuer or its
agent for transfer or reissue.

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

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

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

                  (ii) In the event that fewer than all the outstanding
         Securities are to be redeemed, the particular Securities to be
         redeemed shall be selected on a Pro Rata basis (based upon Liquidation
         Amounts) not more than 60 days prior to the date fixed for redemption
         from the outstanding Capital Securities not previously called for
         redemption, provided, however, that with respect to Holders that would
         be required to hold less than 100 but more than zero Securities as a
         result of such pro rata redemption, the Trust shall redeem Securities
         of each such Holder so that after such redemption such Holder shall
         hold either 100 Securities or such Holder no longer holds any
         Securities and shall use such method (including, without limitation,
         by lot) as the Trust shall deem fair and appropriate, provided,
         further, that any such proration may be made on the basis of the
         aggregate Liquida-



                                      I-7


<PAGE>   88



         tion Amount of Securities held by each Holder thereof and may be made
         by making such adjustments as the Trust deems fair and appropriate in
         order that only Securities in denominations of $1,000 or integral
         multiples thereof shall be redeemed. In respect of Capital Securities
         registered in the name of and held of record by the Clearing Agency or
         its nominee (or any successor Clearing Agency or its nominee) or any
         nominee, the distribution of the proceeds of such redemption will be
         made to the Clearing Agency and disbursed by such Clearing Agency in
         accordance with the procedures applied by such agency or nominee.

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

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



                                      I-8


<PAGE>   89



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

                  (v) Redemption/Distribution Notices shall be sent by the
         Property Trustee on behalf of the Trust to (A) in respect of the
         Capital Securities, the Clearing Agency or its nominee (or any
         successor Clearing Agency or its nominee) if the Global Certificates
         have been issued or, if Definitive Capital Security Certificates have
         been issued, to the Holder thereof, and (B) in respect of the Common
         Securities to the Holder thereof.

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

                  5.       Voting Rights - Capital Securities.

                  (a) Except as provided under Sections 5(b), 6(b) and 7 and as
otherwise required by law and the Declaration, the Holders of the Capital
Securities will have no voting rights.

                  (b) So long as any Debentures are held by the Property
Trustee, the Trustees shall not (i) direct the time, method and place of
conducting any proceeding for any remedy available to the Debenture Trustee, or
executing any trust or power conferred on such Debenture Trustee with respect
to the Debentures, (ii)



                                      I-9


<PAGE>   90



waive any past default that is waivable under Section 5.07 of the Indenture,
(iii) exercise any right to rescind or annul a declaration of acceleration of
the maturity of the principal of the Debentures or (iv) consent to any
amendment, modification or termination of the Indenture or the Debentures,
where such consent shall be required, without, in each case, obtaining the
prior approval of the Holders of a majority in liquidation amount of all
outstanding Capital Securities; provided, however, that where a consent under
the Indenture would require the consent of each holder of Debentures affected
thereby, no such consent shall be given by the Property Trustee without the
prior approval of each Holder of the Capital Securities. The Trustees shall not
revoke any action previously authorized or approved by a vote of the Holders of
the Capital Securities except by subsequent vote of such Holders. The Property
Trustee shall notify each Holder of Capital Securities of any notice of default
with respect to the Debentures. In addition to obtaining the foregoing
approvals of such Holders of the Capital Securities, prior to taking any of the
foregoing actions, the Trustees shall obtain an opinion of counsel experienced
in such matters to the effect that the Trust will not be classified as an
association taxable as a corporation for United States federal income tax
purposes on account of such action.

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

                  Any approval or direction of Holders of Capital Securities
may be given at a separate meeting of Holders of Capital Securities convened
for such purpose, at a meeting of all of the Holders of Securities in the Trust
or pursuant to written consent. The Property Trustees will cause a notice of
any meeting at which Holders of Capital Securities are entitled to vote, or of
any matter upon which action by written consent of such Holders is to be taken,
to be mailed to each Holder of record of Capital Securities. Each such notice
will include a statement setting forth (i) the date of such meeting or the date
by which



                                      I-10


<PAGE>   91



such action is to be taken, (ii) a description of any resolution proposed for
adoption at such meeting on which such Holders are entitled to vote or of such
matter upon which written consent is sought and (iii) instructions for the
delivery of proxies or consents.

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

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

                  6.       Voting Rights - Common Securities.

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

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

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



                                      I-11


<PAGE>   92



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

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

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

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



                                      I-12


<PAGE>   93



Securities or to distribute the Debentures in accordance with the Declaration
and the terms of the Securities.

                  7.       Amendments to Declaration and Indenture.

                  In addition to the requirements set out in Section 12.1 of
the Declaration, the Declaration may be amended from time to time by the
Sponsor, the Property Trustee and the Administrative Trustees, without the
consent of the Holders (i) to cure any ambiguity, correct or supplement any
provisions in the Declaration that may be inconsistent with any other
provisions, or to make any other provisions with respect to matters or
questions arising under the Declaration which shall not be inconsistent with
the other provisions of the Declaration, or (ii) to modify, eliminate or add to
any provisions of the Declaration to such extent as shall be necessary to
ensure that the Trust will be classified for United States federal income tax
purposes as a grantor trust at all times that any Securities are outstanding or
to ensure that the Trust will not be required to register as an "Investment
Company" under the Investment Company Act; provided, however, that in the case
of clause (i), such action shall not adversely affect in any material respect
the interests of any Holder, any amendments of the Declaration shall become
effective when notice thereof is given to the Holders. The Declaration may also
be amended by the Trustees and the Sponsor with (i) the consent of Holders
representing a Majority in liquidation amount of all outstanding Securities,
and (ii) receipt by the Trustees of an Opinion of Counsel to the effect that
such amendment or the exercise of any power granted to the Trustees in
accordance with such amendment will not affect the Trust's status as a grantor
trust for United States federal income tax purposes or the Trust's exemption
from status as an Investment Company under the Investment Company Act, provided
that, without the consent of each Holder of Trust Securities, the Declaration
may not be amended to (i) change the amount or timing of any Distribution on
the Trust Securities or otherwise adversely affect the amount of any
Distribution required to be made in respect of the Trust Securities as of a
specified date or (ii) restrict the right of a holder of Trust Securities to
institute suit for the enforcement of any such payment on or after such date.

                  8.       Pro Rata.

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



                                      I-13


<PAGE>   94



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

                  9.       Ranking.

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

                  10.      Acceptance of Securities Guarantee and Indenture.

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

                  11.      No Preemptive Rights.

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

                  12.      Miscellaneous.

                  These terms constitute a part of the Declaration.

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



                                      I-14


<PAGE>   95



                                  EXHIBIT A-1

                 FORM OF SERIES A CAPITAL SECURITY CERTIFICATE

                           [FORM OF FACE OF SECURITY]

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

                  [IF THIS GLOBAL SECURITY IS A RULE 144A GLOBAL SECURITY,
INSERT: UNLESS THIS CAPITAL SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW
YORK) TO THE TRUST OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CAPITAL SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO.  OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]

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

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



                                      A1-1


<PAGE>   96



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

                  THE CAPITAL SECURITIES WILL BE ISSUED AND MAY BE TRANSFERRED
ONLY IN BLOCKS HAVING A LIQUIDATION AMOUNT OF NOT LESS THAN $100,000 (100
CAPITAL SECURITIES). ANY SUCH TRANSFER OF CAPITAL SECURITIES IN A BLOCK HAVING
A LIQUIDATION AMOUNT OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO
LEGAL EFFECT WHATSOEVER. ANY SUCH TRANSFEREE SHALL BE DEEMED NOT TO BE THE
HOLDER OF SUCH CAPITAL SECURITIES FOR ANY PURPOSE, INCLUDING BUT NOT LIMITED TO
THE RECEIPT OF DISTRIBUTIONS OF SUCH CAPITAL SECURITIES, AND SUCH TRANSFEREE
SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN SUCH CAPITAL SECURITIES.

                  THE HOLDER OF THIS CAPITAL SECURITY BY ITS THE ACCEPTANCE
HEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT EITHER (i) IT IS NOT AN
EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA") OR (ii) THE ACQUISITION AND HOLDING OF THIS CAPITAL
SECURITY BY IT IS NOT PROHIBITED BY EITHER SECTION 406 OF ERISA OR SECTION 4975
OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR EXEMPT FROM ANY SUCH
PROHIBITION.



                                      A1-2


<PAGE>   97



Number of Series A                                       Aggregate Liquidation
                                                         Amount: _____________

Capital Securities

___________________                                      CUSIP NO. ___________


               Certificate Evidencing Series A Capital Securities

                                       of

                         First Western Capital Trust I

                       Series A 9.875% Capital Securities
                (liquidation amount $1,000 per Capital Security)

                  First Western Capital Trust I, a statutory business trust
created under the laws of the State of Delaware (the "Trust"), hereby certifies
that ______________ (the "Holder") is the registered owner of [$_________ in
aggregate liquidation amount of Capital Securities of the Trust](1) [the
aggregate liquidation amount of Capital Securities of the Trust specified in
Schedule A hereto](2) representing undivided beneficial interests in the assets
of the Trust designated the Series A 9.875% Capital Securities (liquidation
amount $1,000 per Capital Security) (the "Capital Securities"). The Capital
Securities are transferable on the books and records of the Trust, in person or
by a duly authorized attorney, upon surrender of this certificate duly endorsed
and in proper form for transfer. The designation, rights, privileges,
restrictions, preferences and other terms and provisions of the Capital
Securities represented hereby are issued and shall in all respects be subject
to the provisions of the Amended and Restated Declaration of Trust of the Trust
dated as of February 11, 1997, as the same may be amended from time to time
(the "Declaration"), including the designation of the terms of the Capital
Securities as set forth in Annex I to the Declaration. Capitalized terms used
but not defined herein shall have the meaning given them in the Declaration.
The Sponsor will provide a copy of the Declaration, the Capital Securities
Guarantee, the Common Securities Guarantee (as may be appropriate), and the
Indenture (including any supplemental indenture) to a Holder without charge
upon written request to the Trust at its principal place of business.

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

--------
(1)      Insert in Definitive Capital Securities only.
(2)      Insert in Global Capital Securities only.


                                      A1-3


<PAGE>   98



to the benefits of the Capital Securities Guarantee to the extent
provided therein.

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



                                      A1-4


<PAGE>   99



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

Dated:

                                            FIRST WESTERN CAPITAL TRUST I

                                            By:________________________________
                                               Name:
                                               Administrative Trustee

                PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                                     THE CHASE MANHATTAN BANK,
                                                     as Property Trustee

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


                                      A1-5


<PAGE>   100



                         [FORM OF REVERSE OF SECURITY]

                  Distributions payable on each Capital Security will be fixed
at a rate per annum of 9.875% (the "Coupon Rate") of the liquidation amount of
$1,000 per Capital Security, such rate being the rate of interest payable on
the Debentures to be held by the Property Trustee. Distributions in arrears for
more than one semi-annual period will bear interest thereon compounded
semi-annually at the Coupon Rate (to the extent permitted by applicable law).
Pursuant to the Registration Rights Agreement, in certain limited circumstances
the Debenture Issuer will be required to pay Liquidated Damages (as defined in
the Registration Rights Agreement) with respect to the Debentures. The term
"Distributions", as used herein, includes such cash distributions and any such
interest and such Liquidated Damages payable unless otherwise stated. A
Distribution is payable only to the extent that payments are made in respect of
the Debentures held by the Property Trustee and to the extent the Property
Trustee has funds on hand legally available therefor.

                  Distributions on the Capital Securities will be cumulative,
will accumulate from the most recent date to which Distributions have been paid
or, if no Distributions have been paid, from February 11, 1997 and will be
payable semi-annually in arrears, on February 1 and August 1 of each year,
commencing on August 1, 1997, except as otherwise described below.
Distributions will be computed on the basis of a 360-day year consisting of
twelve 30-day months and, for any period less than a full calendar month, the
number of days elapsed in such month. As long as no Event of Default has
occurred and is continuing under the Indenture, the Debenture Issuer has the
right under the Indenture to defer payments of interest by extending the
interest payment period at any time and from time to time on the Debentures for
a period not exceeding 10 consecutive calendar semi-annual periods, including
the first such semi-annual period during such extension period (each an
"Extension Period"), provided that no Extension Period shall end on a date
other than an Interest Payment Date for the Debentures or extend beyond the
Maturity Date of the Debentures. As a consequence of such deferral,
Distributions will also be deferred. Despite such deferral, semi-annual
Distributions will continue to accumulate with interest thereon (to the extent
permitted by applicable law, but not at a rate exceeding the rate of interest
then accruing on the Debentures) at the Coupon Rate compounded semi-annually
during any such Extension Period. Prior to the termination of any such
Extension Period, the Debenture Issuer may further defer payments of interest
by further extending such Extension Period; provided that such Extension
Period, together with all such previous and further extensions within such
Extension Period, may not exceed 10 consecutive semi-annual periods, including
the first semi-annual period during such Extension Period, end on a date other
than an Interest Payment Date for the Debentures or extend beyond



                                      A1-6


<PAGE>   101



the Maturity Date of the Debentures. Payments of accumulated Distributions will
be payable to Holders as they appear on the books and records of the Trust on
the first record date after the end of the Extension Period. Upon the
termination of any Extension Period and the payment of all amounts then due,
the Debenture Issuer may commence a new Extension Period, subject to the above
requirements.

                  Subject to the prior approval of the Federal Reserve Board if
such approval is then required under applicable law or capital guidelines or
policies of the Federal Reserve Board and the receipt of any other required
regulatory approvals and to certain other conditions set forth in the
Declaration and the Indenture, the Property Trustee may, at the direction of
the Sponsor, at any time liquidate the Trust and cause the Debentures to be
distributed to the holders of the Securities in liquidation of the Trust or,
simultaneous with any redemption of the Debentures, cause a Like Amount of the
Securities to be redeemed by the Trust.

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



                                      A1-7


<PAGE>   102



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


                                   ASSIGNMENT

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

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

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

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


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

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

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

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


and irrevocably appoints

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

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

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

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

Date: _______________________

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

Signature Guarantee***:                     ___________________________________

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



                                      A2-1


<PAGE>   103



[Include the following if the Capital Security bears a Restricted
Capital Securities Legend --

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

CHECK ONE BOX BELOW

         (1)             exchanged for the undersigned's own account with-
                           out transfer; or

         (2)             transferred pursuant to and in compliance with Rule
                           144A under the Securities Act of 1933; or

         (3)             transferred pursuant to and in compliance with
                           Regulation S under the Securities Act of 1933; or

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

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

         (6)             transferred pursuant to an effective Registration
                           Statement.

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


                                      A2-2


<PAGE>   104



the form attached to the Offering Memorandum of the Trust dated February 6,
1997; provided, further, that after the date that a Registration Statement has
been filed and so long as such Registration Statement continues to be
effective, the Registrar may only permit transfers for which box (6) has been
checked.

                                     ------------------------------------------
                                                     Signature


                                      A2-3


<PAGE>   105



                                  EXHIBIT A-2

                      FORM OF COMMON SECURITY CERTIFICATE

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

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



                                      A2-4


<PAGE>   106



                    Certificate Evidencing Common Securities

                                       of

                         First Western Capital Trust I

                            9.875% Common Securities
                (liquidation amount $1,000 per Common Security)

                  First Western Capital Trust I, a statutory business trust
formed under the laws of the State of Delaware (the "Trust"), hereby certifies
that ______________________ (the "Holder") is the registered owner of
__________ common securities of the Trust representing undivided beneficial
interests in the assets of the Trust designated the 9.875% Common Securities
(liquidation amount $1,000 per Common Security) (the "Common Securities"). The
Common Securities are transferable on the books and records of the Trust, in
person or by a duly authorized attorney, upon surrender of this certificate
duly endorsed and in proper form for transfer. The designation, rights,
privileges, restrictions, preferences and other terms and provisions of the
Common Securities represented hereby are issued and shall in all respects be
subject to the provisions of the Amended and Restated Declaration of Trust of
the Trust dated as of February 11, 1997, as the same may be amended from time
to time (the "Declaration"), including the designation of the terms of the
Common Securities as set forth in Annex I to the Declaration. Capitalized terms
used but not defined herein shall have the meaning given them in the
Declaration. The Sponsor will provide a copy of the Declaration, the Common
Securities Guarantee, the Capital Securities Guarantee (as may be appropriate)
and the Indenture (including any supplemental indenture) to a Holder without
charge upon written request to the Sponsor at its principal place of business.

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

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



                                      A2-5


<PAGE>   107



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

                                         First Western Capital Trust I

                                         By:________________________________
                                               Name:
                                               Administrative Trustee


                                      A2-6


<PAGE>   108



                         [FORM OF REVERSE OF SECURITY]

                  Distributions payable on each Common Security will be fixed
at a rate per annum of 9.875% (the "Coupon Rate") of the liquidation amount of
$1,000 per Common Security, such rate being the rate of interest payable on the
Debentures to be held by the Property Trustee. Distributions in arrears for
more than one semi-annual period will bear interest thereon compounded
semi-annually at the Coupon Rate (to the extent permitted by applicable law).
Pursuant to the Registration Rights Agreement, in certain limited circumstances
the Debenture Issuer will be required to pay Liquidated Damages (as defined in
the Registration Rights Agreement) with respect to the Debentures. The term
"Distributions", as used herein, includes such cash distributions and any such
interest and such Liquidated Damages payable unless otherwise stated. A
Distribution is payable only to the extent that payments are made in respect of
the Debentures held by the Property Trustee and to the extent the Property
Trustee has funds available therefor.

                  Distributions on the Common Securities will be cumulative,
will accrue from the most recent date to which Distributions have been paid or,
if no Distributions have been paid, from February 11, 1997 and will be payable
semi-annually in arrears, on February 1 and August 1 of each year, commencing
on August 1, 1997, except as otherwise described below. Distributions will be
computed on the basis of a 360-day year consisting of twelve 30- day months
and, for any period less than a full calendar month, the number of days elapsed
in such month. As long as no Event of Default has occurred and is continuing
under the Indenture, the Debenture Issuer has the right under the Indenture to
defer payments of interest by extending the interest payment period at any time
and from time to time on the Debentures for a period not exceeding 10
consecutive calendar semi-annual periods, including the first such semi-annual
period during such extension period (each an "Extension Period"), provided that
no Extension Period shall end on a date other than an Interest Payment Date for
the Debentures or extend beyond the Maturity Date of the Debentures. As a
consequence of such deferral, Distributions will also be deferred. Despite such
deferral, Distributions will continue to accumulate with interest thereon (to
the extent permitted by applicable law, but not at a rate exceeding the rate of
interest then accruing on the Debentures) at the Coupon Rate compounded
semi-annually during any such Extension Period. Prior to the termination of any
such Extension Period, the Debenture Issuer may further defer payments of
interest by further extending such Extension Period; provided that such
Extension Period, together with all such previous and further extensions within
such Extension Period, may not exceed 10 consecutive semi-annual periods,
including the first semi-annual period during such Extension Period, or end on
a date other than an Interest Payment Date for the Debentures or extend beyond
the Maturity Date of the Debentures. Payments of accrued Distributions will be
payable to Holders as they appear on the books and records of the Trust on the
first record date after the end of the Extension Period. Upon the termination



                                      A2-7


<PAGE>   109



of any Extension Period and the payment of all amounts then due, the Debenture
Issuer may commence a new Extension Period, subject to the above requirements.

                  Subject to the prior approval of the Federal Reserve Board if
such approval is then required under applicable law or capital guidelines or
policies of the Federal Reserve Board and the receipt of any other required
regulatory approval and to certain other conditions set forth in the
Declaration and the Indenture, the Property Trustee may, at the direction of
the Sponsor, at any time liquidate the Trust and cause the Debentures to be
distributed to the holders to the Securities in liquidation of the Trust or,
simultaneous with any redemption of the Debentures, cause a Like Amount of the
Securities to be redeemed by the Trust.

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

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



                                      A2-8