<PAGE>

                                                                     Exhibit 4.3








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







                       AMENDED AND RESTATED DECLARATION

                                   OF TRUST

                                GBB CAPITAL III

                          Dated as of March 23, 2000







                ==============================================
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                            Page
                                             ARTICLE I
                                   INTERPRETATION AND DEFINITIONS
<S>                                                                                         <C>
SECTION 1.1   Definitions..................................................................    1

                                             ARTICLE II
                                            ORGANIZATION

SECTION 2.1   Name.........................................................................    9
SECTION 2.2   Office.......................................................................    9
SECTION 2.3   Purpose......................................................................    9
SECTION 2.4   Authority....................................................................    9
SECTION 2.5   Title to Property of the Trust...............................................    9
SECTION 2.6   Powers and Duties of the Trustees and the Administrators.....................    9
SECTION 2.7   Prohibition of Actions by the Trust and the Trustees.........................   13
SECTION 2.8   Powers and Duties of the Institutional Trustee...............................   14
SECTION 2.9   Certain Duties and Responsibilities of the Trustees and Administrators.......   16
SECTION 2.10  Certain Rights of Institutional Trustee......................................   17
SECTION 2.11  Delaware Trustee.............................................................   19
SECTION 2.12  Execution of Documents.......................................................   20
SECTION 2.13  Not Responsible for Recitals or Issuance of Securities.......................   20
SECTION 2.14  Duration of Trust............................................................   20
SECTION 2.15  Mergers......................................................................   20

                                             ARTICLE III
                                               SPONSOR

SECTION 3.1   Sponsor's Purchase of Common Securities......................................   22
SECTION 3.2   Responsibilities of the Sponsor..............................................   22

                                             ARTICLE IV
                                    TRUSTEES AND ADMINISTRATORS

SECTION 4.1   Number of Trustees...........................................................   22
SECTION 4.2   Delaware Trustee.............................................................   23
SECTION 4.3   Institutional Trustee; Eligibility...........................................   23
SECTION 4.4   Certain Qualifications of the Delaware Trustee Generally.....................   23
SECTION 4.5   Administrators...............................................................   23
SECTION 4.6   Delaware Trustee.............................................................   24
SECTION 4.7   Appointment, Removal and Resignation of Trustees and Administrators..........   24
SECTION 4.8   Vacancies Among Trustees.....................................................   25
SECTION 4.9   Effect of Vacancies..........................................................   26
SECTION 4.10  Meetings of the Trustees and the Administrators..............................   26
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                                           <C>
SECTION 4.11  Delegation of Power..........................................................   26
SECTION 4.12  Conversion, Consolidation or Succession to Business..........................   27

                                             ARTICLE V
                                           DISTRIBUTIONS

SECTION 5.1   Distributions................................................................   27

                                             ARTICLE VI
                                       ISSUANCE OF SECURITIES

SECTION 6.1   General Provisions Regarding Securities......................................   27
SECTION 6.2   Paying Agent, Transfer Agent and Registrar...................................   28
SECTION 6.3   Form and Dating..............................................................   28
SECTION 6.4   Mutilated, Destroyed, Lost or Stolen Certificates............................   29
SECTION 6.5   Temporary Securities.........................................................   29
SECTION 6.6   Cancellation.................................................................   30
SECTION 6.7   Rights of Holders; Waivers of Past Defaults..................................   30

                                             ARTICLE VII
                                DISSOLUTION AND TERMINATION OF TRUST

SECTION 7.1   Dissolution and Termination of Trust.........................................   32

                                             ARTICLE VIII
                                        TRANSFER OF INTERESTS

SECTION 8.1   General......................................................................   32
SECTION 8.2   Transfer Procedures and Restrictions.........................................   34
SECTION 8.3   Deemed Security Holders......................................................   35


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

SECTION 9.1   Liability....................................................................   36
SECTION 9.2   Exculpation..................................................................   36
SECTION 9.3   Fiduciary Duty...............................................................   36
SECTION 9.4   Indemnification..............................................................   37
SECTION 9.5   Outside Businesses...........................................................   40
SECTION 9.6   Compensation; Fee............................................................   40
</TABLE>

                                      ii
<PAGE>

<TABLE>
                                             ARTICLE X
                                             ACCOUNTING
<S>                                                                                           <C>
SECTION 10.1  Fiscal Year..................................................................   41
SECTION 10.2  Certain Accounting Matters...................................................   41
SECTION 10.3  Banking......................................................................   42
SECTION 10.4  Withholding..................................................................   42

                                             ARTICLE XI
                                       AMENDMENTS AND MEETINGS

SECTION 11.1  Amendments...................................................................   42
SECTION 11.2  Meetings of the Holders of Securities; Action by Written Consent.............   44

                                             ARTICLE XII
                                   REPRESENTATIONS OF INSTITUTIONAL
                                     TRUSTEE AND DELAWARE TRUSTEE

SECTION 12.1  Representations and Warranties of Institutional Trustee......................   45
SECTION 12.2  Representations and Warranties of Delaware Trustee...........................   46

                                             ARTICLE XIII
                                            MISCELLANEOUS

SECTION 13.1  Notices......................................................................   47
SECTION 13.2  Governing Law................................................................   48
SECTION 13.3  Intention of the Parties.....................................................   48
SECTION 13.4  Headings.....................................................................   48
SECTION 13.5  Successors and Assigns.......................................................   48
SECTION 13.6  Partial Enforceability.......................................................   49
SECTION 13.7  Counterparts.................................................................   49
</TABLE>

                                      iii
<PAGE>

                   AMENDED AND RESTATED DECLARATION OF TRUST

                                      OF

                                GBB CAPITAL III

                                March 23, 2000

          AMENDED AND RESTATED DECLARATION OF TRUST (this "Declaration") dated
and effective as of March 23, 2000, by the Trustees (as defined herein), the
Administrators (as defined herein), the Sponsor (as defined herein) and the
holders, from time to time, of undivided beneficial interests in the Trust (as
defined herein) to be issued pursuant to this Declaration;

          WHEREAS, certain of the Trustees, the Administrators and the Sponsor
established GBB Capital III (the "Trust"), a statutory business trust under the
Delaware Business Trust Act pursuant to a Declaration of Trust dated as of March
8, 2000 (the "Original Declaration"), and a Certificate of Trust filed with the
Secretary of State of the State of Delaware on March 10, 2000, 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 (as defined herein);

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

          WHEREAS, all of the Trustees, the Administrators 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
(as defined herein) and that this Declaration constitutes the governing
instrument of such statutory 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.

                                   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;
<PAGE>

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

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

          (e) a term defined in the Trust Indenture Act (as defined herein) 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.

          "Additional Interest" has the meaning set forth in Section 3.06 of the
           -------------------
Indenture.

          "Administrative Action" has the meaning set forth in paragraph 4(a) of
           ---------------------
Annex I.

          "Administrators" means each of Steven C. Smith, Shawn E. Saunders and
           --------------
Mark Eschen, solely in such Person's capacity as Administrator of the Trust
created and continued hereunder and not in such Person's individual capacity, or
such Administrator's successor in interest in such capacity, or any successor
appointed as herein provided.

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

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

          "Bankruptcy Event" means, with respect to any Person:
           ----------------

          (a) a court having jurisdiction in the premises enters a decree or
order for relief in respect of such Person in an involuntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or appoints a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official of such Person or for any substantial part of
its property, or orders the winding-up or liquidation of its affairs, and such
decree, appointment or order remains unstayed and in effect for a period of 90
consecutive days; or

          (b) such Person commences a voluntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, consents
to the entry of an order for relief in an involuntary case under any such law,
or consents to the appointment of or taking possession by a receiver,
liquidator, assignee, trustee, custodian, sequestrator or other similar official
of such Person of any substantial part of its property, or makes any general
assignment for the benefit of creditors, or fails generally to pay its debts as
they become due.

          "Business Day" means any day other than Saturday, Sunday or any other
           ------------
day on which banking institutions in New York are permitted or required by any
applicable any applicable law to close.

                                       2
<PAGE>

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

          "Capital Securities" has the meaning set forth in 6.1(a).
           ------------------

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

          "Capital Treatment Event" has the meaning set forth in paragraph 4(a)
           -----------------------
of Annex I.

          "Certificate" means any certificate evidencing Securities.
           -----------

          "Closing Date" has the meaning set forth in the Placement Agreement.
           ------------

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

          "Commission" means the Securities and Exchange Commission.
           ----------

          "Common Securities" has the meaning set forth in Section 6.1(a).
           -----------------

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

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

          "Comparable Treasury Issue" has the meaning set forth in paragraph
           -------------------------
4(a) of Annex I.

          "Comparable Treasury Price" has the meaning set forth in paragraph
           -------------------------
4(a) of Annex I.

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

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

          "Debenture Issuer" means Greater Bay Bancorp, a bank holding company
           ----------------
incorporated in California, in its capacity as issuer of the Debentures under
the Indenture; including any successors or assigns.

                                       3
<PAGE>

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

          "Debentures" means the 10 7/8% Junior Subordinated Deferrable Interest
           ----------
Debentures due 2030 to be issued by the Debenture Issuer under the Indenture.

          "Deferred Interest" means any interest on the Debentures that would
           -----------------
have been overdue and unpaid for more than one Distribution Payment Date but for
the imposition of an Extension Period, and the interest that shall accrue (to
the extent that the payment of such interest is legally enforceable) on such
interest at the rate per annum equal to 10 7/8%, compounded semi-annually from
the date on which such Deferred Interest would otherwise have been due and
payable until paid or made available for payment.

          "Definitive Capital Securities" means any Capital Securities in
           -----------------------------
definitive form issued by the Trust.

          "Delaware Trustee" has the meaning set forth in Section 4.2.
           ----------------

          "Direct Action" has the meaning set forth in Section 2.8(e).
           -------------

          "Distribution" means a distribution payable to Holders of Securities
           ------------
in accordance with Section 5.1.

          "Distribution Payment Date" has the meaning set forth in paragraph
           -------------------------
2(b) of Annex I.

          "Event of Default" means any one of the following events (whatever the
           ----------------
reason for such event and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body):

          (a) the occurrence of an Indenture Event of Default;

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

          (c) default in the performance, or breach, in any material respect, of
any covenant or warranty of the Trustees in this Declaration (other than those
specified in clause (b) above) and continuation of such default or breach for a
period of 30 days after there has been given, by registered or certified mail to
the Trustees and to the Sponsor by the Holders of at least 25% in aggregate
liquidation amount of the outstanding Capital Securities a written notice
specifying such default or breach and requiring it to be remedied and stating
that such notice is a "Notice of Default" hereunder; or

          (d) the occurrence of a Bankruptcy Event with respect to the
Institutional Trustee if a successor Institutional Trustee has not been
appointed within 90 days thereof.

                                       4
<PAGE>

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

          "Extension Period" has the meaning set forth in paragraph 2(b) of
           ----------------
Annex I.

          "Federal Reserve" has the meaning set forth in paragraph 3 of Annex I.
           ---------------

          "Fiduciary Indemnified Person" shall mean the Institutional Trustee,
           ----------------------------
the Delaware Trustee, any Affiliate of the Institutional Trustee or the Delaware
Trustee, and any officers, directors, shareholders, members, partners,
employees, representatives, custodians, nominees or agents of the Institutional
Trustee and the Delaware Trustee.

          "Fiscal Year" has the meaning set forth in Section 10.1
           -----------

          "Guarantee" means the guarantee agreement to be dated as of March 23,
           ---------
2000, of the Sponsor in respect of the Capital Securities.

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

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

          "Indenture" means the Indenture dated as of March 23, 2000, among the
           ---------
Debenture Issuer and the Debenture Trustee, and any indenture supplemental
thereto pursuant to which the Debentures are to be issued.

          "Indenture Event of Default" means an "Event of Default" as defined in
           --------------------------
the Indenture.

          "Institutional Trustee" means the Trustee meeting the eligibility
           ---------------------
requirements set forth in Section 4.3.

          "Interest" means any interest due on the Debentures, including any
           --------
Deferred Interest and Defaulted Interest (as each such term is defined in the
Indenture).

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

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

          "Investment Company Event" has the meaning set forth in paragraph 4(a)
           ------------------------
of Annex I.

          "Legal Action" has the meaning set forth in Section 2.8(e).
           ------------

                                       5
<PAGE>

          "Liquidation" has the meaning set forth in paragraph 3 of Annex I.
           -----------

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

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

          "Officers' Certificates" means, with respect to any Person, a
           ----------------------
certificate signed by two Authorized Officers of such Person.  Any Officers'
Certificate delivered with respect to compliance with a condition or covenant
provided for it 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.

          "Paying Agent" has the meaning specified in Section 6.2.
           ------------

          "Payment Amount" has the meaning set forth in Section 5.1.
           --------------

          "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.

          "Placement Agreement" means the Placement Agreement relating to the
           -------------------
offering and sale of Capital Securities in the form of Exhibit E.

          "PORTAL" has the meaning set forth in Section 2.6(a)(i).
           ------

          "Primary Treasury Dealer" has the meaning set forth in paragraph 4(a)
           -----------------------
of Annex I.

          "Property Account" has the meaning set forth in Section 2.8(c).
           ----------------

                                       6
<PAGE>

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

          "QIB" means a "qualified institutional buyer" as defined under Rule
           ---
144A of the Securities Act.

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

          "Quotation Agent" has the meaning set forth in paragraph 4(a) of Annex
           ---------------
I.

          "Redemption/Distribution Notice" has the meaning set forth in
           ------------------------------
paragraph 4(e) of Annex I.

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

          "Registrar" has the meaning set forth in Section 6.2.
           ---------

          "Reference Treasury Dealer" has the meaning set forth in paragraph
           -------------------------
4(a) of Annex I.

          "Reference Treasury Dealer Quotations" has the meaning set forth in
           ------------------------------------
paragraph 4(a) of Annex I.

          "Relevant Trustee" has the meaning set forth in Section 4.7(a).
           ----------------

          "Remaining Life" has the meaning set forth in paragraph 4(a) of Annex
           --------------
I.

          "Responsible Officer" means, with respect to the Institutional
           -------------------
Trustee, any officer within the Corporate Trust Office of the Institutional
Trustee, including any vice-president, any assistant vice-president, any
assistant secretary, the treasurer, any assistant treasurer, any trust officer
or other officer of the Corporate Trust Office of the Institutional Trustee
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of that
officer's knowledge of and familiarity with the particular subject.

          "Restricted Securities Legend" has the meaning set forth in Section
           ----------------------------
8.2(c).

          "Rule 144A" means Rule 144A under the Securities Act.
           ---------

          "Rule 3a-5" means Rule 3a-5 under the Investment Company Act.
           ---------

          "Rule 3a-7" means Rule 3a-7 under the Investment Company Act.
           ---------

          "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.

                                       7
<PAGE>

          "Sponsor" means Greater Bay Bancorp, a bank holding company
           -------
incorporated in California, or any successor entity in a merger, consolidation
or amalgamation, in its capacity as sponsor of the Trust.

          "Successor Delaware Trustee" has the meaning set forth in Section
           --------------------------
4.7(a).

          "Successor Entity" has the meaning set forth in Section 2.15(b).
           ----------------

          "Successor Institutional Trustee" has the meaning set forth in Section
           -------------------------------
4.7(a).

          "Successor Securities" has the meaning set forth in Section 2.15(b).
           --------------------

          "Super Majority" has the meaning set forth in paragraph 5(b) of Annex
           --------------
I.

          "Tax Event" has the meaning set forth in paragraph 4(a) of Annex I.
           ---------

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

          "Transfer Agent" has the meaning set forth in Section 6.2.
           --------------

          "Treasury Rate" has the meaning set forth in paragraph 4(a) of Annex
           -------------
I.

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

          "Trust Indenture Act" means the Trust Indenture Act of 1939, as
           -------------------
amended.

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

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

                                       8
<PAGE>

          "U.S. Person" means a United States Person as defined a Section
           -----------
7701(a)(30) of the Code.

                                  ARTICLE II

                                 ORGANIZATION

          SECTION 2.1    Name.  The Trust is named "GBB Capital III," as such
                         ----
name may be modified from time to time by the Administrators following written
notice to the Holders of the Securities.  The Trust's activities may be
conducted under the name of the Trust or any other name deemed advisable by the
Administrators.

          SECTION 2.2    Office.  The address of the principal office of the
                         ------
Trust is c/o Greater Bay Bancorp, 2860 West Bayshore Road, Palo Alto, CA 94303.
On ten Business Days written notice to the Holders of the Securities, the
Administrators may designate another principal office which, shall be in a State
of the United States or the District of Columbia.

          SECTION 2.3    Purpose.  The exclusive purposes and functions of the
                         -------
Trust are (a) to issue and sell the Securities representing undivided beneficial
interests in the assets of the Trust, (b) to invest the gross proceeds from such
sale to acquire the Debentures and (c) except as otherwise limited herein, to
engage in only those other activities necessary or incidental thereto.  The
Trust shall not borrow money, issue debt or reinvest proceeds derived from
investments, pledge any of its assets, or otherwise undertake (or permit to be
undertaken) any activity that would cause the Trust not to be classified for
United States federal income tax purposes as a grantor trust.

          SECTION 2.4    Authority.  Except as specifically provided in this
                         ---------
Declaration, the Institutional Trustee shall have exclusive and complete
authority to carry out the purposes of the Trust. An action taken by a Trustee
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. The
Administrators shall have only those ministerial duties set forth herein with
respect to accomplishing the purposes of the Trust and are not intended to be
trustees or fiduciaries with respect to the Trust or the Holders.

          SECTION 2.5    Title to Property of the Trust.  Except as provided in
                         ------------------------------
Section 2.8 with respect to the Debentures and the Property 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 2.6    Powers and Duties of the Trustees and the
                         -----------------------------------------
Administrators.
--------------

          (a) The Trustees and the Administrators shall conduct the affairs of
the Trust in accordance with the terms of this Declaration. Subject to the
limitations set forth in paragraph (b) of this Section, and in accordance with
the following provisions (i) and (ii), the

                                       9
<PAGE>

Trustees and the Administrators shall have the authority to enter into all
transactions and agreements determined by the Trustees to be appropriate in
exercising the authority, express or implied, otherwise granted to the Trustees
or the Administrators, as the case may be, under this Declaration, and to
perform all acts in furtherance thereof, including without limitation, the
following:

          (i)  Each Administrator shall have the power and authority to act on
     behalf of the Trust with respect to the following matters:

               (A) the issuance and sale of the Securities;

               (B) to cause the Trust to enter into, and to execute and deliver
          on behalf of the Trust, such agreements as may be necessary or
          desirable in connection with the purposes and function of the Trust,
          including agreements with the Paying Agent;

               (C) ensuring compliance with the Securities Act, applicable state
          securities or blue sky laws;

               (D) if and at such time determined by the Sponsor at the request
          of the Holders, assisting in the designation of the Capital Securities
          for trading in the Private Offering, Resales and Trading through the
          Automatic Linkages ("PORTAL") system;
                               ------

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

               (F) the consent to the appointment of a Paying Agent, Transfer
          Agent and Registrar in accordance with this Declaration, which consent
          shall not be unreasonably withheld;

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

               (H) execution and delivery of closing certificates, pursuant to
          the Placement Agreement and the application for a taxpayer
          identification number;

               (I) unless otherwise determined by the Institutional Trustee or
          the Holders of a Majority in liquidation amount of the Securities or
          as otherwise required by the Business Trust Act, to execute on behalf
          of the Trust (either acting alone or together with any or all of the
          Administrators) any documents that the Administrators have the power
          to execute pursuant to this Declaration;

               (J) the taking of any action incidental to the foregoing as the
          Institutional Trustee may from time to time determine is necessary to
          give effect

                                       10
<PAGE>

          to the terms of this Declaration for the benefit of the Holders
          (without consideration of the effect of any such action on any
          particular Holder);

               (K) to establish a record date with respect to all actions to be
          taken hereunder that require a record date be established, including
          Distributions, voting rights, redemptions and exchanges, and to issue
          relevant notices to the Holders of Capital Securities and Holders of
          Common Securities as to such actions and applicable record dates; and

               (L) to duly prepare and file all applicable tax returns and tax
          information reports that are required to be filed with respect to the
          Trust on behalf of the Trust.

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

               (A) the establishment of the Property Account;

               (B) the receipt of the Debentures;

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

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

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

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

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

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

               (I) after any Event of Default (provided that such Event of
                                               --------
          Default is not by or with respect to the Institutional Trustee) the
          taking of any action incidental to the foregoing as the Institutional
          Trustee may from time to time determine is necessary or advisable to
          give effect to the terms of this Declaration and protect and conserve
          the Trust Property for the benefit of the Holders

                                       11
<PAGE>

          (without consideration of the effect of any such action on any
          particular Holder); and

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

          (b)   So long as this Declaration remains in effect, the Trust (or the
Trustees or Administrators acting on behalf of the Trust) shall not undertake
any business, activities or transaction except as expressly provided herein or
contemplated hereby.  In particular, neither the Trustees nor the Administrators
may cause the Trust to (i) acquire any investments or engage in any activities
not authorized by this Declaration, (ii) sell, assign, transfer, exchange,
mortgage, pledge, set-off or otherwise dispose of any of the Trust Property or
interests therein, including to Holders, except as expressly provided herein,
(iii) take any action that would cause the Trust to fail or cease to qualify as
a "grantor trust" for United States federal income tax purposes, (iv) incur any
indebtedness for borrowed money or issue any other debt or (v) take or consent
to any action that would result in the placement of a lien on any of the Trust
Property.  The Institutional Trustee shall, at the sole cost and expense of the
Trust, defend all claims and demands of all Persons at any time claiming any
lien on any of the Trust Property adverse to the interest of the Trust or the
Holders in their capacity as Holders.

          (c)   In connection with the issuance and sale of the Capital
Securities, the Sponsor shall have the right and responsibility to assist the
Trust with respect to, or effect on behalf of the Trust, the following (and any
actions taken by the Sponsor in furtherance of the following prior to the date
of this Declaration are hereby ratified and confirmed in all respects):

          (i)   the taking of any action necessary to obtain an exemption from
     the Securities Act;

          (ii)  the determination of the States in which to take appropriate
     action to qualify or register for sale all or part of the Capital
     Securities and the determination of any and all such acts, other than
     actions which must be taken by or on behalf of the Trust, and the advice to
     the Trustees of actions they must take on behalf of the Trust, and the
     preparation for execution and filing of any documents to be executed and
     filed by the Trust or on behalf of the Trust, as the Sponsor deems
     necessary or advisable in order to comply with the applicable laws of any
     such States in connection with the sale of the Capital Securities;

          (iii) the negotiation of the terms of, and the execution and delivery
     of, the Placement Agreement providing for the sale of the Capital
     Securities; and

          (iv)  the taking of any other actions necessary or desirable to carry
     out any of the foregoing activities.

                                       12
<PAGE>

          (d)    Notwithstanding anything herein to the contrary, the
Administrators and the Holders of a Majority in liquidation amount of the Common
Securities are authorized and directed to conduct the affairs of the Trust and
to operate the Trust so that (i) the Trust will not be deemed to be an
"investment company" required to be registered under the Investment Company Act
and (ii) the Trust will not fail to be classified as a grantor trust for United
States federal income tax purposes.  The Administrator and the Holders of a
Majority in liquidation amount of the Common Securities shall not take any
action inconsistent with the treatment of the Debentures as indebtedness of the
Debenture Issuer for United States federal income tax purposes.  In this
connection, the Holders of a Majority in liquidation amount of the Common
Securities are authorized to take any action, not inconsistent with applicable
laws, the Original Declaration or this Declaration, as amended from time to
time, that such Holders determine in their discretion to be necessary or
desirable for such purposes, even if such action adversely affects the interests
of the Holders of the Capital Securities.

          (e)    All expenses incurred by the Administrators or the Trustees
pursuant to this Section 2.6 shall be reimbursed by the Sponsor, and the
Trustees shall have no obligations with respect to such expenses.

          (f)    The assets of the Trust shall consist of the Trust Property.

          (g)    Legal title to all Trust Property shall be vested at all times
in the Institutional Trustee (in its capacity as such) and shall be held and
administered by the Institutional Trustee for the benefit of the Trust and
neither the Administrators nor the Holders in accordance with this Declaration.

          SECTION 2.7    Prohibition of Actions by the Trust and the Trustees.
                         ----------------------------------------------------

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

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

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

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

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

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

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

                                       13
<PAGE>

          (vii)  other than as provided in this Declaration (including Annex I),
     (A) direct the time, method and place of 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, (C) exercise
     any right to rescind or annul any declaration that the principal of all the
     Debentures shall be due and payable, or (D) consent to any amendment,
     modification or termination of the Indenture or the Debentures where such
     consent shall be required unless the Trust shall have received an opinion
     of counsel to the effect that such modification will not cause the Trust to
     cease to be classified as a grantor trust for United States federal income
     tax purposes.

          SECTION 2.8    Powers and Duties of the Institutional Trustee.
                         ----------------------------------------------

          (a)    The legal title to the Debentures shall be owned by and held of
record in the name of the Institutional Trustee in trust for the benefit of the
Trust. The right, title and interest of the Institutional Trustee to the
Debentures shall vest automatically in each Person who may hereafter be
appointed as Institutional Trustee in accordance with Section 4.7. Such vesting
and cessation of title shall be effective whether or not conveyancing documents
with regard to the Debentures have been executed and delivered.

          (b)    The Institutional Trustee shall not transfer its right, title
and interest in the Debentures to the Administrators or to the Delaware Trustee.

          (c)    The Institutional Trustee shall:

          (i)    establish and maintain a segregated non-interest bearing trust
     account (the "Property Account") in the United States (as defined in
                   ----------------
     Treasury Regulations section 301.7701-7), in the name of and under the
     exclusive control of the Institutional Trustee, and maintained in the
     Institutional Trustee's trust department, on behalf of the Holders of the
     Securities and, upon the receipt of payments of funds made in respect of
     the Debentures held by the Institutional Trustee, deposit such funds into
     the Property Account and make payments to the Holders of the Capital
     Securities and Holders of the Common Securities from the Property Account
     in accordance with Section 5.1.  Funds in the Property Account shall be
     held uninvested until disbursed in accordance with this Declaration;

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

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

                                       14
<PAGE>

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

          (e)  The Institutional Trustee may bring or defend, pay, collect,
compromise, arbitrate, resort to legal action with respect to, or otherwise
adjust claims or demands of or against, the Trust (a "Legal Action") which
                                                      ------------
arises out of or in connection with an Event of Default of which a Responsible
Officer of the Institutional Trustee has actual knowledge or the Institutional
Trustee's duties and obligations under this Declaration or the Trust Indenture
Act; provided, however, that if an Event of Default has occurred and is
     --------  -------
continuing and such event is attributable to the failure of the Debenture Issuer
to pay interest or principal on the Debentures on the date such interest or
principal is otherwise payable (or in the case of redemption, on the redemption
date), then a Holder of the Capital Securities may directly institute a
proceeding for enforcement of payment to such Holder of the principal of or
interest on the Debentures having a principal amount equal to the aggregate
liquidation amount of the 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 the Capital Securities to the
extent of any payment made by the Debenture Issuer to such Holder of the Capital
Securities in such Direct Action; provided, however, that a Holder of the Common
                                  --------  -------
Securities may exercise such right of subrogation only so long as an Event of
Default with respect to the Capital Securities has occurred and is continuing.

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

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

          (ii) a Successor Institutional Trustee has been appointed and has
     accepted that appointment in accordance with Section 4.7.

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

          The Institutional Trustee must exercise the powers set forth in this
Section 2.8 in a manner that is consistent with the purposes and functions of
the Trust set out in Section 2.3, and the Institutional Trustee shall not take
any action that is inconsistent with the purposes and functions of the Trust set
out in Section 2.3.

                                       15
<PAGE>

          SECTION 2.9    Certain Duties and Responsibilities of the Trustees and
                         -------------------------------------------------------
Administrators.
--------------

          (a) The Institutional Trustee, before the occurrence of any Event of
Default and after the curing of all Events of Default that may have occurred,
shall undertake to perform only such duties as are specifically set forth in
this Declaration and no implied covenants shall be read into this Declaration
against the Institutional Trustee.  In case an Event of Default has occurred
(that has not been cured or waived pursuant to Section 6.7), the Institutional
Trustee shall exercise such of the rights and powers vested in it by this
Declaration, and use the same degree of care and skill in their exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
his or her own affairs.

          (b) The duties and responsibilities of the Trustees and the
Administrators shall be as provided by this Declaration and, in the case of the
Institutional Trustee, by the Trust Indenture Act.  Notwithstanding the
foregoing, no provision of this Declaration shall require the Trustees or
Administrators to expend or risk their own funds or otherwise incur any
financial liability in the performance of any of their duties hereunder, or in
the exercise of any of their rights or powers.  Whether or not therein expressly
so provided, every provision of this Declaration relating to the conduct or
affecting the liability of or affording protection to the Trustees or
Administrators shall be subject to the provisions of this Article.  Nothing in
this Declaration shall be construed to release an Administrator or Trustee from
liability for its own negligent action, its own negligent failure to act, or its
own willful misconduct.  To the extent that, at law or in equity, a Trustee or
an Administrator has duties and liabilities relating to the Trust or to the
Holders, such Trustee or Administrator shall not be liable to the Trust or to
any Holder for such Trustee's or Administrator's good faith reliance on the
provisions of this Declaration.  The provisions of this Declaration, to the
extent that they restrict the duties and liabilities of the Administrators or
the Trustees otherwise existing at law or in equity, are agreed by the Sponsor
and the Holders to replace such other duties and liabilities of the
Administrators or the Trustees.

          (c) All payments made by the Institutional Trustee or a Paying Agent
in respect of the Securities shall be made only from the revenue and proceeds
from the Trust Property and only to the extent that there shall be sufficient
revenue or proceeds from the Trust Property to enable the Institutional Trustee
or a Paying Agent to make payments in accordance with the terms hereof.  Each
Holder, by its acceptance of a Security, agrees that it will look solely to the
revenue and proceeds from the Trust Property to the extent legally available for
distribution to it as herein provided and that the Trustees and the
Administrators are not personally liable to it for any amount distributable in
respect of any Security or for any other liability in respect of any Security.
This Section 2.9(c) does not limit the liability of the Trustees expressly set
forth elsewhere in this Declaration or, in the case of the Institutional
Trustee, in the Trust Indenture Act.

          (d) No provision of this Declaration shall be construed to relieve the
Institutional Trustee from liability with respect to matters that are within the
authority of the Institutional Trustee under this Declaration for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

                                       16
<PAGE>

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

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

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

          (iv)   the Institutional 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; and money held by the Institutional Trustee need not be
     segregated from other funds held by it except in relation to the Property
     Account maintained by the Institutional Trustee pursuant to Section
     2.8(c)(i) and except to the extent otherwise required by law; and

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

          SECTION 2.10    Certain Rights of Institutional Trustee.  Subject to
                          ---------------------------------------
the provisions of Section 2.9:

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

          (b)    if (i) in performing its duties under this Declaration, the
Institutional Trustee is required to decide between alternative courses of
action, (ii) in construing any of the provisions of this Declaration, the
Institutional Trustee finds the same ambiguous or inconsistent with any other
provisions contained herein, or (iii) the Institutional Trustee is unsure of the
application of any provision of this Declaration, then, except as to any matter
as to which the Holders of Capital Securities are entitled to vote under the
terms of this Declaration, the Institutional Trustee may deliver a notice to the
Sponsor requesting the Sponsor's opinion as to

                                       17
<PAGE>

the course of action to be taken and the Institutional Trustee shall take such
action, or refrain from taking such action, as the Institutional Trustee shall
be directed, in which event the Institutional Trustee shall have no liability
except for its own negligence or willful misconduct;

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

          (d) whenever in the administration of this Declaration, the
Institutional Trustee shall deem it desirable that a matter be proved or
established before undertaking, suffering or omitting any action hereunder, the
Institutional Trustee (unless other evidence is herein specifically prescribed)
may request and conclusively rely upon an Officers' Certificate as to factual
matters which, upon receipt of such request, shall be promptly delivered by the
Sponsor or the Administrators;

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

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

          (g) the Institutional Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Declaration at the request or
direction of any of the Holders pursuant to this Declaration, unless such
Holders shall have offered to the Institutional Trustee security or indemnity
reasonably satisfactory to it against the costs, expenses and liabilities which
might be incurred by it in compliance with such request or direction; provided,
                                                                      --------
that nothing contained in this Section 2.10(g) shall be taken to relieve the
Institutional Trustee, upon the occurrence of an Event of Default, of its
obligation to exercise the rights and powers vested in it by this Declaration;

          (h) the Institutional Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order,
approval, bond, debenture, note or other evidence of indebtedness or other paper
or document, unless requested in writing to do so by one or more Holders, but
the Institutional Trustee may make such further inquiry or investigation into
such facts or matters as it may see fit;

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

                                       18
<PAGE>

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

          (k) except as otherwise expressly provided in this Declaration, the
Institutional Trustee shall not be under any obligation to take any action that
is discretionary under the provisions of this Declaration;

          (l) when the Institutional Trustee incurs expenses or renders services
in connection with a Bankruptcy Event, such expenses (including the fees and
expenses of its counsel) and the compensation for such services are intended to
constitute expenses of administration under any bankruptcy law or law relating
to creditors rights generally;

          (m) the Institutional Trustee shall not be charged with knowledge of
an Event of Default unless a Responsible Officer of the Institutional Trustee
obtains actual knowledge of such event or the Institutional Trustee receives
written notice of such event from any Holder;

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

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

          SECTION 2.11    Delaware Trustee.  Notwithstanding any other provision
                          ----------------
of this Declaration other than Section 4.2, the Delaware Trustee shall not be
entitled to exercise any powers, nor shall the Delaware Trustee have any of the
duties and responsibilities of any of the Trustees or the Administrators
described in this Declaration. Except as set forth in Section 4.2, the Delaware
Trustee shall be a Trustee for the sole and limited purpose of fulfilling the
requirements of (S) 3807 of the Business Trust Act.

                                       19
<PAGE>

          SECTION 2.12    Execution of Documents.  Subject to the provisions of
                          ----------------------
Section 2.11, unless otherwise determined in writing by the Institutional
Trustee, and except as otherwise required by the Business Trust Act, the
Institutional Trustee, or any one or more of the Administrators, as the case may
be, is authorized to execute on behalf of the Trust any documents that the
Trustees or the Administrators, as the case may be, have the power and authority
to execute pursuant to Section 2.6.

          SECTION 2.13    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, the Debentures or the Securities.

          SECTION 2.14    Duration of Trust.  The Trust, unless dissolved
                          -----------------
pursuant to the provisions of Article VII hereof, shall have existence for
fifty-five (55) years from the Closing Date.

          SECTION 2.15    Mergers. (a)   The Trust may not consolidate,
                          -------
amalgamate, merge with or into, or be replaced by, or convey, transfer or lease
its properties and assets substantially as an entirety to any corporation or
other body, except as described in this Section 2.15(b) and (c).

          (b)   The Trust may, with the consent of the Institutional Trustee and
without the consent of the Delaware Trustee or the Holders of the Capital
Securities, consolidate, amalgamate, merge with or into, or be replaced by a
trust organized as such under the laws of any State; provided, that:
                                                     --------

          (i)   if the Trust is not the Survivor, 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 that the Successor Securities rank the same as the
          ----------
          Securities rank with respect to Distributions and payments upon
          Liquidation, redemption and otherwise;

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

          (iii) the Capital Securities or any 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, if any;

                                       20
<PAGE>

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

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

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

          (vii)  prior to such merger, consolidation, amalgamation or
     replacement, the Trust has received an opinion of a nationally recognized
     independent counsel to the Trust experienced in such matters to the effect
     that:

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

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

                 (C) following such merger, consolidation, amalgamation or
          replacement, the Trust (or the Successor Entity) will continue to be
          classified as a grantor trust for United States federal income tax
          purposes; and

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

          (ix)    prior to such merger, consolidation, amalgamation or
     replacement, the Institutional Trustee shall have received an Officers'
     Certificate of the Administrators and an opinion of counsel, each to the
     effect that all conditions precedent of this paragraph (b) to such
     transaction have been satisfied.

          (c)     Notwithstanding Section 2.15(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 to be replaced by any other
entity or permit any other entity to consolidate, amalgamate, merge with or
into, or replace it if such consolidation, amalgamation, merger or replacement
would cause the Trust or Successor Entity to be classified as other than a
grantor trust for United States federal income tax purposes.

                                       21
<PAGE>

                                  ARTICLE III

                                    SPONSOR

          SECTION 3.1     Sponsor's Purchase of Common Securities.  On the
                          ---------------------------------------
Closing Date, the Sponsor will purchase all of the Common Securities issued by
the Trust, in an amount at least equal to 3% of the capital of the Trust, at the
same time as the Capital Securities are sold.

          SECTION 3.2     Responsibilities of the Sponsor.  In connection with
                          -------------------------------
the issue and sale of the Capital Securities, the Sponsor shall have the
exclusive right and responsibility to engage in the following activities:

          (a) to 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;

          (b) to prepare for filing and request the Administrators to cause the
filing by the Trust, as may be appropriate, of an application to the PORTAL
system, for listing or quotation upon notice of issuance of any Capital
Securities, if required ; and

          (c) to negotiate the terms of and/or execute on behalf of the Trust,
the Placement Agreement and other related agreements providing for the sale of
the Capital Securities.

                                   ARTICLE IV

                          TRUSTEES AND ADMINISTRATORS

          SECTION 4.1     Number of Trustees.  The number of Trustees initially
                          ------------------
shall be two, and:

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

          (b) after the issuance of any Securities, the number of Trustees may
be increased or decreased by vote of the Holders of a Majority in liquidation
amount of the Capital Securities voting as a class at a meeting of the Holders
of the Capital Securities; provided, however, that there shall be a Delaware
                           --------  -------
Trustee if required by Section 4.2; and there shall always be one Trustee who
shall be the Institutional Trustee, and such Trustee may also serve as Delaware
Trustee if it meets the applicable requirements, in which case Section 2.11
shall have no application to such entity in its capacity as Institutional
Trustee.

                                       22
<PAGE>

          SECTION 4.2     Delaware Trustee.  If required by the Business Trust
                          ----------------
Act, one Trustee (the "Delaware Trustee") shall be:
                       ----------------

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

          (b)    if not a natural person, an entity which is organized under the
laws of the United States or any State thereof or the District of Columbia, has
its principal place of business in the State of Delaware, and otherwise meets
the requirements of applicable law, including (S)3807 of the Business Trust Act.

          SECTION 4.3     Institutional Trustee; Eligibility.  (a)  There shall
                          ----------------------------------
at all times be one Trustee which shall act as Institutional Trustee which
shall:

          (i)    not be an Affiliate of the Sponsor;

          (ii)   not offer or provide credit or credit enhancement to the Trust;
     and

          (iii)  be a banking corporation organized and doing business under the
     laws of the United States of America or any State thereof or of the
     District of Columbia 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 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 4.3(a)(ii), the combined capital and
     surplus of such corporation shall be deemed to be its combined capital and
     surplus as set forth in its most recent report of condition so published.

          (b)    If at any time the Institutional Trustee shall cease to be
eligible to so act under Section 4.3(a), the Institutional Trustee shall
immediately resign in the manner and with the effect set forth in Section
4.7(a).

          (c)    If the Institutional Trustee has or shall acquire any
"conflicting interest" within the meaning of (S) 310(b) of the Trust Indenture
Act, the Institutional Trustee shall either eliminate such interest or resign,
to the extent and in the manner provided by, and subject to this Declaration.

          (d)    The initial Institutional Trustee shall be The Bank of New
York.

          SECTION 4.4     Certain Qualifications of the Delaware Trustee
                          ----------------------------------------------
Generally. The Delaware Trustee shall be a U.S. Person and 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 4.5     Administrators.  Each Administrator shall be a U.S.
                          --------------
Person. The initial Administrators shall be Steven C. Smith, Shawn E. Saunders
and Mark Eschen. There shall at all times be at least one Administrator.

                                       23
<PAGE>

          Except where a requirement for action by a specific number of
Administrators is expressly set forth in this Declaration and except with
respect to any action the taking of which is the subject of a meeting of the
Administrators any action required or permitted to be taken by the
Administrators may be taken by, and any power of the Administrators may be
exercised by, or with the consent of, any one such Administrator.

          SECTION 4.6     Initial Delaware Trustee.  The initial Delaware
                          ------------------------
Trustee shall be The Bank of New York (Delaware).

          SECTION 4.7     Appointment, Removal and Resignation of Trustees and
                          ----------------------------------------------------
Administrators.
--------------

          (a)  No resignation or removal of any Trustee (the "Relevant Trustee")
                                                              ----------------
and no appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of this Section 4.7.

          Subject to the immediately preceding paragraph, a Relevant Trustee may
resign at any time by giving written notice thereof to the Holders of the
Securities and by appointing a successor Relevant Trustee.  Upon the resignation
of the Institutional Trustee, the Institutional Trustee shall appoint a
successor by requesting from each of Bank One Trust Company, NA, Bankers Trust
Company and State Street Bank & Trust Company, its expenses and charges to serve
as the successor Institutional Trustee on a form provided by the Administrators,
and selecting the Person who agrees to the lowest expense and charges (the
"Successor Institutional Trustee").  If the instrument of acceptance by the
 -------------------------------
successor Relevant Trustee required by Section 4.7 shall not have been delivered
to the Relevant Trustee within 60 days after the giving of such notice of
resignation or delivery of the instrument of removal, the Relevant Trustee may
petition, at the expense of the Trust, any Federal, State or District of
Columbia court of competent jurisdiction for the appointment of a successor
Relevant Trustee.  Such court may thereupon, after prescribing such notice, if
any, as it may deem proper, appoint a Relevant Trustee.  The Institutional
Trustee shall have no liability for the selection of such successor pursuant to
this Section 4.7.

          The Institutional Trustee or the Delaware Trustee, or both of them,
may be removed by the act of the Holders of a Majority in liquidation amount of
the Capital Securities, delivered to the Relevant Trustee (in its individual
capacity and on behalf of the Trust) if an Event of Default shall have occurred
and be continuing.  If any Trustee shall be so removed, the Holders of Capital
Securities, by act of the Holders of a Majority in liquidation amount of the
Capital Securities then outstanding delivered to the Relevant Trustee, shall
promptly appoint a successor Relevant Trustee or Trustees, and such successor
Trustee shall comply with the applicable requirements of this Section 4.7.  If
no successor Relevant Trustee shall have been so appointed by the Holders of a
Majority in liquidation amount of the Capital Securities and accepted
appointment in the manner required by this Section 4.7, within 30 days after
delivery of an instrument of removal, the Relevant Trustee or any Holder who has
been a Holder of the Securities for at least six months may, on behalf of
himself and all others similarly situated, petition any Federal, State or
District of Columbia court of competent jurisdiction for the

                                       24
<PAGE>

appointment of a successor Relevant Trustee. Such court may thereupon, after
prescribing such notice, if any, as it may deem proper, appoint a successor
Relevant Trust or Trustees.

          The Institutional Trustee shall give notice of each resignation and
each removal of a Trustee and each appointment of a successor Trustee to all
Holders in the manner provided in Section 4.7(b) and shall give notice to the
Sponsor.  Each notice shall include the name of the successor Relevant Trustee
and the address of its Corporate Trust Office if it is the Institutional
Trustee.

          Notwithstanding the foregoing or any other provision of this
Declaration, in the event a Delaware Trustee who is a natural person dies or
becomes incompetent or incapacitated, the vacancy created by such death,
incompetence or incapacity may be filled by the Institutional Trustee following
the procedures in this Section 4.7 (with the successor being a Person who
satisfies the eligibility requirement for a Delaware Trustee set forth in this
Declaration) (the "Successor Delaware Trustee").
                   --------------------------

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

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

          (d) The Holders of the Capital Securities will have no right to vote
to appoint, remove or replace the Administrators, which voting rights are vested
exclusively in the Holder of the Common Securities.

          SECTION 4.8     Vacancies Among Trustees.  If a Trustee ceases to hold
                          ------------------------
office for any reason and the number of Trustees is not reduced pursuant to
Section 4.1, or if the number of Trustees is increased pursuant to Section 4.1,
a vacancy shall occur.  A resolution certifying the existence of such vacancy by
the Trustees or, if there are more than two, a majority of the

                                       25
<PAGE>

Trustees shall be conclusive evidence of the existence of such vacancy. The
vacancy shall be filled with an a Trustee appointed in accordance with Section
4.7.

          SECTION 4.9     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 Trustees shall
occur, until such vacancy is filled by the appointment of a Trustee in
accordance with Section 4.7, the Institutional Trustee shall have all the powers
granted to the Trustees and shall discharge all the duties imposed upon the
Trustees by this Declaration.

          SECTION 4.10    Meetings of the Trustees and the Administrators.
                          -----------------------------------------------
Meetings of the Trustees or the Administrators shall be held from time to time
upon the call of any Trustee or Administrator, as applicable. Regular meetings
of the Trustees and the Administrators, respectively, may be in person in the
United States or by telephone, at a place (if applicable) and time fixed by
resolution of the Trustees or the Administrators, as applicable. Notice of any
in-person meetings of the Trustees or the Administrators shall be hand delivered
or otherwise delivered in writing (including by facsimile, with a hard copy by
overnight courier) not less than 48 hours before such meeting. Notice of any
telephonic meetings of the Trustees or the Administrators 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 a Trustee or an Administrator, as the case may be, at a meeting
shall constitute a waiver of notice of such meeting except where a Trustee or an
Administrator, as the case may be, attends a meeting for the express purpose of
objecting to the transaction of any activity on the ground that the meeting has
not been lawfully called or convened. Unless provided otherwise in this
Declaration, any action of the Trustees or the Administrators, as the case may
be, may be taken at a meeting by vote of a majority of the Trustees or the
Administrators 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 Trustees or the Administrators.
Meetings of the Trustees and the Administrators together shall be held from the
time to time upon the call of any Trustee or Administrator.

          SECTION 4.11    Delegation of Power.  (a)  Any Trustee or any
                          -------------------
Administrator, as the case may be, may, by power of attorney consistent with
applicable law, delegate to any other natural person over the age of 21 that is
a U.S. Person his or her power for the purpose of executing any documents
contemplated in Section 2.6; and

          (b) the Trustees shall have power to delegate from time to time to
such of their number or to any officer of the Trust that is a U.S. Person, the
doing of such things and the execution of such instruments either in the name of
the Trust or the names of the Trustees or otherwise as the 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.

                                       26
<PAGE>

          SECTION 4.12    Conversion, Consolidation or Succession to Business.
                          ---------------------------------------------------
Any Person into which the Institutional Trustee or the Delaware Trustee, as the
case may be, may be merged or converted or with which either may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Institutional Trustee or the Delaware Trustee, as the
case may be, shall be a party, or any Person succeeding to all or substantially
all the corporate trust business of the Institutional Trustee or the Delaware
Trustee, as the case may be, shall be the successor of the Institutional Trustee
or the Delaware Trustee, as the case may be, hereunder, provided such Person
shall be otherwise qualified and eligible under this Article, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto.

                                   ARTICLE V

                                 DISTRIBUTIONS

          SECTION 5.1     Distributions.  Holders shall receive Distributions in
                          -------------
accordance with the applicable terms of the relevant Holder's Securities.
Distributions shall be made on the Capital Securities and the Common Securities
in accordance with the preferences set forth in their respective terms.  If and
to the extent that the Debenture Issuer makes a payment of interest (including
any Additional Interest or Deferred Interest) and/or principal on the Debentures
held by the Institutional Trustee (the amount of any such payment being a
"Payment Amount"), the Institutional Trustee shall and is directed, to the
 --------------
extent funds are available for that purpose, to make a distribution (a
"Distribution") of the Payment Amount to Holders.
 ------------

                                  ARTICLE VI

                            ISSUANCE OF SECURITIES

          SECTION 6.1     General Provisions Regarding Securities.
                          ---------------------------------------

          (a) The Administrators shall on behalf of the Trust issue one series
of capital securities substantially in the form of Exhibit A-1 representing
undivided beneficial interests in the assets of the Trust having such terms as
are set forth in Annex I (the "Capital Securities") and one series 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 Trust shall issue no securities or other interests in the assets of the
Trust other than the Capital Securities and the Common Securities.  The Capital
Securities rank pari passu and payment thereon shall be made Pro Rata with the
Common Securities except that, where an Event of Default has occurred and is
continuing, the rights of Holders of the Common Securities to payment in respect
of Distributions and payments upon liquidation, redemption and otherwise are
subordinated to the rights to payment of the Holders of the Capital Securities.

          (b) The Certificates shall be signed on behalf of the Trust by one or
more Administrators.  Such signature shall be the facsimile or manual signature
of any Administrator.  In case any Administrator of the Trust who shall have
signed any of the Securities shall cease to be such Administrator before the
Certificates so signed shall be delivered by the Trust, such

                                       27
<PAGE>

Certificates nevertheless may be delivered as though the person who signed such
Certificates had not ceased to be such Administrator; and any Certificate may be
signed on behalf of the Trust by such person who, at the actual date of
execution of such Security, shall be an Administrator of the Trust, although at
the date of the execution and delivery of the Declaration any such person was
not such an Administrator. A Capital Security shall not be valid until
authenticated by the manual signature of an Authorized Officer of the
Institutional Trustee. Such signature shall be conclusive evidence that the
Capital Security has been authenticated under this Declaration. Upon written
order of the Trust signed by one Administrator, the Institutional Trustee shall
authenticate the Capital Securities for original issue. The Institutional
Trustee may appoint an authenticating agent that is a U.S. Person acceptable to
the Trust to authenticate the Capital Securities. A Common Security need not be
so authenticated.

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

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

          (e) Every Person, by virtue of having become a Holder or a 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 and the Guarantee.

          SECTION 6.2     Paying Agent, Transfer Agent and Registrar.  The Trust
                          ------------------------------------------
shall maintain in New York, New York, an office or agency where the Capital
Securities may be presented for payment (the "Paying Agent"), and an office or
                                              ------------
agency where Securities may be presented for registration of transfer (the
"Transfer Agent").  The Trust shall keep or cause to be kept at such office or
 --------------
agency a register for the purpose of registering Securities and transfers and
exchanges of Securities, such register to be held by a registrar (the
"Registrar").  The Administrators may appoint the Paying Agent, the Registrar
 ---------
and the Transfer Agent, and may appoint one or more additional Paying Agents or
one or more co-Registrars, or one or more co-Transfer Agents in such other
locations as it shall determine.  The term "Paying Agent" includes any
                                            ------------
additional paying agent, the term "Registrar" includes any additional registrar
                                   ---------
or co-Registrar and the term "Transfer Agent" includes any additional transfer
                              --------------
agent.  The Administrators may change any Paying Agent without prior notice to
any Holder.  The Administrators shall notify the Institutional Trustee of the
name and address of any Paying Agent, Transfer Agent and Registrar not a party
to this Declaration.  The Administrators hereby appoint the Institutional
Trustee to act as Paying Agent, Transfer Agent and Registrar for the Capital
Securities and the Common Securities.  The Institutional Trustee or any of its
Affiliates in the United States may act as Paying Agent, Transfer Agent or
Registrar.

          SECTION 6.3     Form and Dating.  The Capital Securities and the
                          ---------------
Institutional Trustee's certificate of authentication thereon 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 may be typed,

                                       28
<PAGE>

printed, lithographed or engraved or may be produced in any other manner as is
reasonably acceptable to the Administrators, as conclusively evidenced by their
execution thereof. The Securities may have letters, 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 Sponsor).  The Trust at the direction of the Sponsor shall
furnish any such legend not contained in Exhibit A-1 to the Institutional
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 Institutional
Trustee, the Delaware Trustee, the Administrators and the Sponsor, by their
execution and delivery of this Declaration, expressly agree to such terms and
provisions and to be bound thereby.  Capital Securities will be issued only in
blocks having a stated liquidation amount of not less than $1,000.

          The Capital Securities are being offered and sold by the Trust
pursuant to the Placement Agreement in definitive, registered form without
coupons with the Restricted Securities Legend.

          SECTION 6.4     Mutilated, Destroyed, Lost or Stolen Certificates. If:
                          -------------------------------------------------

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

          (b) there shall be delivered to the Registrar, the Administrators and
the Institutional Trustee such security or indemnity as may be required by them
to keep each of them harmless; then, in the absence of notice that such
Certificate shall have been acquired by a bona fide purchaser, an Administrator
on behalf of the Trust shall execute (and in the case of a Capital Security
Certificate, the Institutional Trustee shall authenticate) and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like denomination.  In connection with the
issuance of any new Certificate under this Section 6.4, the Registrar or the
Administrators may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection therewith.  Any
duplicate Certificate issued pursuant to this Section shall constitute
conclusive evidence of an ownership interest in the relevant Securities, as if
originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.

          SECTION 6.5     Temporary Securities.  Until definitive Securities are
                          --------------------
ready for delivery, the Administrators may prepare and, in the case of the
Capital Securities, the Institutional Trustee shall authenticate, temporary
Securities.  Temporary Securities shall be substantially in form of definitive
Securities but may have variations that the Administrators consider appropriate
for temporary Securities.  Without unreasonable delay, the Administrators shall
prepare and, in the case of the Capital Securities, the Institutional Trustee
shall authenticate definitive Securities in exchange for temporary Securities.

                                       29
<PAGE>

          SECTION 6.6     Cancellation.  The Administrators at any time may
                          ------------
deliver Securities to the Institutional Trustee for cancellation. The Registrar
shall forward to the Institutional Trustee any Securities surrendered to it for
registration of transfer, redemption or payment. The Institutional Trustee shall
promptly cancel all Securities surrendered for registration of transfer,
payment, replacement or cancellation and shall dispose of such canceled
Securities as the Administrators direct. The Administrators may not issue new
Securities to replace Securities that have been paid or that have been delivered
to the Institutional Trustee for cancellation.

          SECTION 6.7     Rights of Holders; Waivers of Past Defaults.
                          -------------------------------------------

          (a) The legal title to the Trust Property is vested exclusively in the
Institutional Trustee (in its capacity as such) in accordance with Section 2.5,
and the Holders shall not have any right or title therein other than the
undivided beneficial interest in the assets of the Trust conferred by their
Securities and they shall have no right to call for any partition or division of
property, profits or rights of the Trust except as described below.  The
Securities shall be personal property giving only the rights specifically set
forth therein and in this Declaration.  The Securities shall have no preemptive
or similar rights and when issued and delivered to Holders against payment of
the purchase price therefor will be fully paid and nonassessable by the Trust.

          (b) For so long as any Capital Securities remain outstanding, if, upon
an Indenture Event of Default, the Debenture Trustee fails or the holders of not
less than 25% in principal amount of the outstanding Debentures fail to declare
the principal of all of the Debentures to be immediately due and payable, the
Holders of at least a majority in liquidation amount of the Capital Securities
then outstanding shall have the right to make such declaration by a notice in
writing to the Institutional Trustee, the Sponsor and the Debenture Trustee.

          At any time after a declaration of acceleration with respect to the
Debentures has been made and before a judgment or decree for payment of the
money due has been obtained by the Debenture Trustee as provided in the
Indenture, if the Institutional Trustee fails to annul any such declaration and
waive such default, the Holders of at least a majority in liquidation amount of
the Capital Securities, by written notice to the Institutional Trustee, the
Sponsor and the Debenture Trustee, may rescind and annul such declaration and
its consequences if:

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

               (A) all overdue installments of interest on all of the
          Debentures,

               (B) any accrued Deferred Interest on all of the Debentures,

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

                                       30
<PAGE>

                (D) all sums paid or advanced by the Debenture Trustee under the
          Indenture and the reasonable compensation, expenses, disbursements and
          advances of the Debenture Trustee and the Institutional Trustee, their
          agents and counsel; and

          (ii)  all Indenture Events of Default, other than the non-payment of
     the principal of the Debentures that has become due solely by such
     acceleration, have been cured or waived as provided in Section 5.07 of the
     Indenture.

          The Holders of at least a majority in liquidation amount of the
Capital Securities may, on behalf of the Holders of all the Capital Securities,
waive any past default or Indenture Event of Default, except a default or
Indenture Event of Default in the payment of principal or interest (unless such
default or Indenture Event of Default has been cured and a sum sufficient to pay
all matured installments of interest and principal due otherwise than by
acceleration has been deposited with the Debenture Trustee) or a default or
Indenture Event of Default in respect of a covenant or provision that under the
Indenture cannot be modified or amended without the consent of the holder of
each outstanding Debenture.  No such rescission shall affect any subsequent
default or impair any right consequent thereon.

          Upon receipt by the Institutional Trustee of written notice declaring
such an acceleration, or rescission and annulment thereof, by Holders of any
part of the Capital Securities a record date shall be established for
determining Holders of outstanding Capital Securities entitled to join in such
notice, which record date shall be at the close of business on the day the
Institutional Trustee receives such notice. The Holders on such record date, or
their duly designated proxies, and only such Persons, shall be entitled to join
in such notice, whether or not such Holders remain Holders after such record
date; provided, that, unless such declaration of acceleration, or rescission and
      --------
annulment, as the case may be, shall have become effective by virtue of the
requisite percentage having joined in such notice prior to the day that is 90
days after such record date, such notice of declaration of acceleration, or
rescission and annulment, as the case may be, shall automatically and without
further action by any Holder be canceled and of no further effect.  Nothing in
this paragraph shall prevent a Holder, or a proxy of a Holder, from giving,
after expiration of such 90-day period, a new written notice of declaration of
acceleration, or rescission and annulment thereof, as the case may be, that is
identical to a written notice that has been canceled pursuant to the proviso to
the preceding sentence, in which event a new record date shall be established
pursuant to the provisions of this Section 6.7.

          (d)  Except as otherwise provided in paragraphs (a) and (b) of this
Section 6.7, the Holders of at least a majority in liquidation amount of the
Capital Securities may, on behalf of the Holders of all the Capital Securities,
waive any past default or Event of Default and its consequences. Upon such
waiver, any such default or Event of Default shall cease to exist, and any
default or Event of Default arising therefrom shall be deemed to have been
cured, for every purpose of this Trust Agreement, but no such waiver shall
extend to any subsequent or other default or Event of Default or impair any
right consequent thereon.

                                       31
<PAGE>

                                  ARTICLE VII

                     DISSOLUTION AND TERMINATION OF TRUST

     SECTION 7.1   Dissolution and Termination of Trust.  (a)  The Trust shall
                   ------------------------------------
dissolve on the first to occur of:

          (i)   unless earlier dissolved, on March 8, 2055, the expiration of
     the term of the Trust;

          (ii)  upon a Bankruptcy Event with respect to the Sponsor, the Trust
     or the Debenture Issuer;

          (iii) (other than in connection with a merger, consolidation or
     similar transaction not prohibited by the Indenture, this Declaration or
     the Guarantee, as the case may be) upon the filing of a certificate of
     dissolution or its equivalent with respect to the Sponsor; upon the
     revocation of the charter of the Sponsor and the expiration of 90 days
     after the date of revocation without a reinstatement thereof;

          (iv)  upon the distribution of the Debentures to the Holders of the
     Securities, upon exercise of the right of the Holder of all of the
     outstanding Common Securities to dissolve the Trust as provided in Annex I
     hereto;

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

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

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

          (b)   As soon as is practicable after the occurrence of an event
referred to in Section 7.1(a), and after satisfaction of liabilities to
creditors of the Trust as required by applicable law, including Section 3808 of
the Business Trust Act, and subject to the terms set forth in Annex I, the
Institutional Trustee shall terminate the Trust by filing a certificate of
cancellation with the Secretary of State of the State of Delaware.

          (c)   The provisions of Section 2.9 and Article IX shall survive the
termination of the Trust.

                                 ARTICLE VIII

                             TRANSFER OF INTERESTS

     SECTION 8.1   General.
                   -------

                                       32
<PAGE>

          (a)   Where Capital Securities are presented to the Registrar or a co-
registrar with a request to register a transfer or to exchange them for an equal
number of Capital Securities represented by different certificates, the
Registrar shall register the transfer or make the exchange if its requirements
for such transactions are met. To permit registrations of transfer and
exchanges, the Trust shall issue and the Institutional Trustee shall
authenticate Capital Securities at the Registrar's request.

          (b)   Upon issuance of the Common Securities, the Sponsor shall
acquire and retain beneficial and record ownership of the Common Securities and
for so long as the Securities remain outstanding, the Sponsor shall maintain
100% ownership of the Common Securities; provided, however, that any permitted
                                         --------  -------
successor of the Sponsor under the Indenture that is a U.S. Person may succeed
to the Sponsor's ownership of the Common Securities.

          (c)   Capital 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. To the fullest extent permitted by applicable law,
any transfer or purported transfer of any Security not made in accordance with
this Declaration shall be null and void and will be deemed to be of no legal
effect whatsoever and 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 on such Capital Securities, and such transferee shall
be deemed to have no interest whatsoever in such Capital Securities.

          (d)   The Registrar shall provide for the registration of Securities
and of transfers of Securities, which will be effected without charge but only
upon payment (with such indemnity as the Registrar 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 Registrar
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 Registrar 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 Institutional Trustee pursuant
to Section 6.6. 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.

          (e)   The Trust shall not be required (i) to issue, register the
transfer of, or exchange any Securities during a period beginning at the opening
of business 15 days before the day of any selection of Securities for redemption
and ending at the close of business on the earliest date on which the relevant
notice of redemption is deemed to have been given to all Holders of the
Securities to be redeemed, or (ii) to register the transfer or exchange of any
Security so selected for redemption in whole or in part, except the unredeemed
portion of any Security being redeemed in part.

                                       33
<PAGE>

     SECTION 8.2   Transfer Procedures and Restrictions.
                   ------------------------------------

          (a)   General.  (i)  The Capital Securities shall bear the Restricted
                -------
Securities Legend, which shall not be removed unless there is delivered to the
Trust such satisfactory evidence, which may include an opinion of counsel
licensed to practice law in the State of New York or the State of California, as
may be reasonably required by the Trust, that neither the legend nor the
restrictions on transfer set forth therein are required to ensure that transfers
thereof comply with the provisions of the Securities Act or that such Securities
are not "restricted" within the meaning of Rule 144 under the Securities Act.
Upon provision of such satisfactory evidence, the Institutional Trustee, at the
written direction of the Trust, shall authenticate and deliver Capital
Securities that do not bear the legend.

          (b)   Transfer and Exchange of Capital Securities.  When Capital
                -------------------------------------------
Securities are presented to the Registrar (x) to register the transfer of such
Capital Securities, or (y) to exchange such Capital Securities for an equal
number of Capital Securities of another number, the Registrar shall register the
transfer or make the exchange as requested if its reasonable requirements for
such transaction are met; provided, however, that the Capital Securities
                          --------  -------
surrendered for registration of transfer or exchange shall be duly endorsed or
accompanied by a written instrument of transfer in form reasonably satisfactory
to the Trust and the Registrar, duly executed by the Holder thereof or his
attorney duly authorized in writing and (i) if such Capital Securities are being
transferred to a QIB, accompanied by a certificate of the transferee
substantially in the form set forth as Exhibit C hereto or (ii) if such Capital
Securities are being transferred otherwise than to a QIB, accompanied by a
certificate of the transferee substantially in the form set forth as Exhibit B
hereto.

          (c)   Legend.  Except as permitted by Section 8.2(a), each Capital
                ------
Security shall bear a legend (the "Restricted Securities Legend") in
                                   ----------------------------
substantially the following form:

          THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER
THIS 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, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF
THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE
TRANSFER SUCH SECURITY ONLY (A) TO THE DEBENTURE ISSUER OR THE TRUST, (B)
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, (C) TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF
SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT
IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF AN
"ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR

                                       34
<PAGE>

OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE DEBENTURE
ISSUER'S AND THE TRUST'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSES (C) OR (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM IN
ACCORDANCE WITH THE DECLARATION OF TRUST, A COPY OF WHICH MAY BE OBTAINED FROM
THE DEBENTURE ISSUER OR THE TRUST. THE HOLDER OF THIS SECURITY AGREES THAT IT
WILL COMPLY WITH THE FOREGOING RESTRICTIONS.

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

          (i)   To permit registrations of transfers and exchanges, the Trust
     shall execute and the Institutional Trustee shall authenticate Capital
     Securities at the Registrar's request.

          (ii)  Registrations of transfers or exchanges will be effected without
     charge, but only upon payment (with such indemnity as the Registrar 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 shall not be required to register the transfer of
     or exchange of any Capital Security during a period beginning at the
     opening of business 15 days before the day of any selection of any Capital
     Security for redemption set forth in the terms and ending at the close of
     business on the earliest date on which the relevant notice of redemption is
     deemed to have been given to all Holders of Capital Securities to be
     redeemed.

          (iv)  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.

     SECTION 8.3   Deemed Security Holders.  The Trust, the Administrators, the
                   -----------------------
Trustees, the Paying Agent, the Transfer Agent or the Registrar may treat the
Person in whose name any Certificate shall be registered on the books and
records of the Trust as the sole holder of such Certificate and of the
Securities represented by such Certificate for purposes of receiving
Distributions and for all other purposes whatsoever and, accordingly, shall not
be bound to recognize any equitable or other claim to or interest in such
Certificate or in the Securities represented by such Certificate on the part of
any Person, whether or not the Trust, the Administrators, the Trustees, the
Paying Agent, the Transfer Agent or the Registrar shall have actual or other
notice thereof.

                                       35
<PAGE>

                                  ARTICLE IX

                          LIMITATION OF LIABILITY OF
                   HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

     SECTION 9.1   Liability.  (a)  Except as expressly set forth in this
                   ---------
Declaration, the Guarantee and the terms of the Securities, the Sponsor shall
not be:

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

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

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

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

     SECTION 9.2   Exculpation.  (a)  No Indemnified Person shall be liable,
                   -----------
responsible or accountable in damages or otherwise to the Trust or any Covered
Person for any loss, damage or claim incurred by reason of any act or omission
performed or omitted by such Indemnified Person in good faith on behalf of the
Trust and in a manner such Indemnified Person reasonably believed to be within
the scope of the authority conferred on such Indemnified Person by this
Declaration or by law, except that an Indemnified Person shall be liable for any
such loss, damage or claim incurred by reason of such Indemnified Person's
negligence or willful misconduct with respect to such acts or omissions.

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

     SECTION 9.3   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

                                       36
<PAGE>

the duties and liabilities of an Indemnified Person otherwise existing at law or
in equity (other than the duties imposed on the Institutional Trustee under the
Trust Indenture Act), are agreed by the parties hereto to replace such other
duties and liabilities of the Indemnified Person.

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

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

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

     SECTION 9.4   Indemnification.  (a) (i)  The Sponsor shall indemnify, to
                   ---------------
the full extent permitted by law, any 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 an 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 Indemnified
Person did not act in good faith and in a manner which he reasonably believed to
be in or not opposed to the best interests of the Trust, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that his
conduct was unlawful.

          (ii)  The Sponsor shall indemnify, to the full extent permitted by
     law, any 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 an 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 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.

                                       37
<PAGE>

          (iii) To the extent that an 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 9.4(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 and expenses) actually and reasonably
     incurred by him in connection therewith.

          (iv)  Any indemnification of an Administrator under paragraphs (i) and
     (ii) of this Section 9.4(a) (unless ordered by a court) shall be made by
     the Sponsor only as authorized in the specific case upon a determination
     that indemnification of the 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 (A) by
     the Administrators by a majority vote of a Quorum consisting of such
     Administrators who were not parties to such action, suit or proceeding, (B)
     if such a Quorum is not obtainable, or, even if obtainable, if a Quorum of
     disinterested Administrators so directs, by independent legal counsel in a
     written opinion, or (C) by the Common Security Holder of the Trust.

          (v)   To the fullest extent permitted by law, expenses (including
     attorneys' fees and expenses) incurred by an Indemnified Person in
     defending a civil, criminal, administrative or investigative action, suit
     or proceeding referred to in paragraphs (i) and (ii) of this Section 9.4(a)
     shall be paid by the Sponsor in advance of the final disposition of such
     action, suit or proceeding upon receipt of an undertaking by or on behalf
     of such Indemnified Person to repay such amount if it shall ultimately be
     determined that he is not entitled to be indemnified by the Sponsor as
     authorized in this Section 9.4(a). Notwithstanding the foregoing, no
     advance shall be made by the Sponsor if a determination is reasonably and
     promptly made (A) by the Administrators by a majority vote of a Quorum of
     disinterested Administrators, (B) if such a Quorum is not obtainable, or,
     even if obtainable, if a quorum of disinterested Administrators so directs,
     by independent legal counsel in a written opinion or (C) by the Common
     Security Holder of the Trust, that, based upon the facts known to the
     Administrators, counsel or the Common Security Holder at the time such
     determination is made, such 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 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 Administrators, independent legal counsel or the Common Security
     Holder reasonably determine that such Person deliberately breached his duty
     to the Trust or its Common or Capital Security Holders.

          (vi)  Each Trustee, at the sole cost and expense of the Sponsor,
     retains the right to representation by counsel of its own choosing in any
     action, suit or any other proceeding hereunder or against it by relation to
     the foregoing, without affecting its right to indemnification hereunder or
     waiving any rights afforded to it under this Declaration or applicable law.

                                       38
<PAGE>

          (b)   The Sponsor shall indemnify, to the fullest extent permitted by
applicable law, each Indemnified Person from and against any and all loss,
damage, liability, tax, penalty, expense or claim of any kind or nature
whatsoever incurred by such Indemnified Person arising out of or in connection
with or by reason of the creation, operation or termination of the Trust, or any
act or omission performed or omitted by such Indemnified Person in good faith on
behalf of the Trust and in a manner such Indemnified Person reasonably believed
to be within the scope of authority conferred on such Indemnified Person by this
Declaration, except that no Indemnified Person shall be entitled to be
indemnified in respect of any loss, damage or claim incurred by such Indemnified
Person by reason of gross negligence or willful misconduct with respect to such
acts or omissions.

          (c)   The indemnification and advancement of expenses provided by, or
granted pursuant to, the other paragraphs of this Section 9.4 shall not be
deemed exclusive of any other rights to which those seeking indemnification and
advancement of expenses may be entitled under any agreement, vote of
stockholders or disinterested directors of the Sponsor or Capital Security
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 9.4 shall be deemed to be provided by a
contract between the Sponsor and each Indemnified Person who serves in such
capacity at any time while this Section 9.4 is in effect.  Any repeal or
modification of this Section 9.4 shall not affect any rights or obligations then
existing.

          (d)   The Sponsor or the Trust may purchase and maintain insurance on
behalf of any Person who is or was an Indemnified Person against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Sponsor would have the power to indemnify
him against such liability under the provisions of this Section 9.4.

          (e)   For purposes of this Section 9.4, 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
9.4 with respect to the resulting or surviving entity as he would have with
respect to such constituent entity if its separate existence had continued.

          (f)   The indemnification and advancement of expenses provided by, or
granted pursuant to, this Section 9.4 shall, unless otherwise provided when
authorized or ratified, continue as to a Person who has ceased to be an
Indemnified Person and shall inure to the benefit of the heirs, executors and
administrators of such a Person.

          The provisions of this Section shall survive the termination of this
agreement or the earlier resignation or removal of the Institutional Trustee.
The obligations of the Sponsor under this Section 9.4 to compensate and
indemnify the Trustees and to pay or reimburse the Trustees for expenses,
disbursements and advances shall constitute additional indebtedness

                                       39
<PAGE>

hereunder. Such additional indebtedness shall be secured by a lien prior to that
of the Securities upon all property and funds held or collected by the Trustees
as such, except funds held in trust for the benefit of the holders of particular
Securities.

     SECTION 9.5   Outside Businesses. Any Covered Person, the Sponsor, the
                   ------------------
Delaware Trustee and the Institutional Trustee (subject to Section 4.3(c)) may
engage in or possess an interest in other business ventures of any nature or
description, independently or with others, similar or dissimilar to the business
of the Trust, and the Trust and the Holders of Securities shall have no rights
by virtue of this Declaration in and to such independent ventures or the income
or profits derived therefrom, and the pursuit of any such venture, even if
competitive with the business of the Trust, shall not be deemed wrongful or
improper.  None of any Covered Person, the Sponsor, the Delaware Trustee or the
Institutional Trustee shall be obligated to present any particular investment or
other opportunity to the Trust even if such opportunity is of a character that,
if presented to the Trust, could be taken by the Trust, and any Covered Person,
the Sponsor, the Delaware Trustee and the Institutional Trustee shall have the
right to take for its own account (individually or as a partner or fiduciary) or
to recommend to others any such particular investment or other opportunity.  Any
Covered Person, the Delaware Trustee and the Institutional Trustee may engage or
be interested in any financial or other transaction with the Sponsor or any
Affiliate of the Sponsor, or may act as depositary for, trustee or agent for, or
act on any committee or body of holders of, securities or other obligations of
the Sponsor or its Affiliates.

     SECTION 9.6   Compensation; Fee.  The Sponsor agrees:
                   -----------------

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

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

          The provisions of this Section 9.6 shall survive the dissolution of
the Trust and the termination of this Declaration and the removal or resignation
of any Trustee.

          No Trustee may claim any lien or charge on any property of the Trust
as a result of any amount due pursuant to this Section 9.6.

                                       40
<PAGE>

                                   ARTICLE X

                                  ACCOUNTING

     SECTION 10.1  Fiscal Year.  The fiscal year (the "Fiscal Year") of the
                   -----------                         -----------
Trust shall be the calendar year, or such other year as is required by the Code.

     SECTION 10.2  Certain Accounting Matters.
                   --------------------------

          (a)   At all times during the existence of the Trust, the
Administrators shall keep, or cause to be kept at the principal office of the
Trust in the United States, as defined for purposes of Treasury regulations
section 301.7701-7, full books of account, records and supporting documents,
which shall reflect in reasonable detail each transaction of the Trust. The
books of account shall be maintained on the accrual method of accounting, in
accordance with generally accepted accounting principles, consistently applied.
The 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 Administrators.

          (b)   The Administrators shall cause to be prepared at the principal
office of the Trust in the United States, as defined for purposes of Treasury
regulations section 301.7701-7, and delivered to each of the Holders of
Securities, within 90 days after the end of each Fiscal Year of the Trust,
annual financial statements of the Trust, including a balance sheet of the Trust
as of the end of such Fiscal Year, and the related statements of income or loss
which shall be examined by and reported upon by a firm of independent certified
public accountants selected by the Administrators.

          (c)   The Administrators shall cause to be duly prepared and delivered
to each of the Holders of Securities Form 1099 or such other 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 Administrators
shall endeavor to deliver all such statements within 30 days after the end of
each Fiscal Year of the Trust.

          (d)   The Administrators shall cause to be duly prepared in the United
States, as defined for purposes of Treasury regulations section 301.7701-7, and
filed 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 Administrators on behalf
of the Trust with any state or local taxing authority.

          (e)   So long as the only Holder of the Capital Securities is Regional
Diversified Funding Limited, the Administrators will cause the Sponsor's reports
on Forms FR Y- 9C, FR Y-9LP and FR Y-6 to be delivered to the Holder promptly
following their filing with the Federal Reserve.

                                       41
<PAGE>

     SECTION 10.3  Banking.  The Trust shall maintain one or more bank accounts
                   -------
in the United States, as defined for purposes of Treasury regulations section
301.7701-7, in the name and for the sole benefit of the Trust; provided,
                                                               --------
however, that all payments of funds in respect of the Debentures held by the
-------
Institutional Trustee shall be made directly to the Property Account and no
other funds of the Trust shall be deposited in the Property Account.  The sole
signatories for such accounts (including the Property Account) shall be
designated by the Institutional Trustee.

     SECTION 10.4  Withholding.  The Institutional Trustee or any Paying Agent
                   -----------
and the Administrators shall comply with all withholding requirements under
United States federal, state and local law. The Institutional Trustee or any
Paying Agent shall request, and each Holder shall provide to the Institutional
Trustee or any Paying Agent, such forms or certificates as are necessary to
establish an exemption from withholding with respect to the Holder, and any
representations and forms as shall reasonably be requested by the Institutional
Trustee or any Paying Agent to assist it in determining the extent of, and in
fulfilling, its withholding obligations. The Administrators 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 Institutional
Trustee or any Paying Agent is required to withhold and pay over any amounts to
any authority with respect to distributions or allocations to any Holder, the
amount withheld shall be deemed to be a Distribution to the Holder in the amount
of the withholding. In the event of any claimed overwithholding, 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
Institutional Trustee or any Paying Agent may reduce subsequent Distributions by
the amount of such withholding.

                                  ARTICLE XI

                            AMENDMENTS AND MEETINGS

     SECTION 11.1  Amendments.  (a)  Except as otherwise provided in this
                   ----------
Declaration or by any applicable terms of the Securities, this Declaration may
only be amended by a written instrument approved and executed by

          (i)   the Institutional Trustee, and

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

          (b)   Notwithstanding any other provision of this Article XI, no
amendment shall be made, and any such purported amendment shall be void and
ineffective:

          (i)   unless the Institutional 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

                                       42
<PAGE>

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

          (ii)  if the result of such amendment would be to

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

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

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

                (D)  cause the Debenture Issuer to be unable to treat an amount
          equal to the Liquidation Amount of the Debentures as "Tier 1 Capital"
          for purposes of the capital adequacy guidelines of the Federal
          Reserve.

          (c)   Except as provided in Section 11.1(d), (e) or (h), no amendment
shall be made, and any such purported amendment shall be void and ineffective
unless the Holders of a Majority in liquidation amount of the Capital Securities
shall have consented to such amendment.

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

          (e)   Section 8.1(b) and 8.1(c) and this Section 11.1 shall not be
amended without the consent of all of the Holders of the Securities.

          (f)   Article III shall not be amended without the consent of the
Holders of a Majority in liquidation amount of the Common Securities.

          (g)   the rights of the Holders of the Capital Securities under
Article IV 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 Capital Securities.

          (h)   This Declaration may be amended by the Institutional Trustee and
the Holders of a Majority in the liquidation amount of the Common Securities
without the consent of the Holders of the Capital Securities to:

          (i)   cure any ambiguity;

                                       43
<PAGE>

          (ii)  correct or supplement any provision in this Declaration that may
     be defective or inconsistent with any other provision of this Declaration;

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

          (iv)  modify, eliminate or add to any provision of this Declaration to
     such extent as may be necessary to ensure that the Trust will be classified
     for United States federal income tax purposes at all times as a grantor
     trust and will not be required to register as an "investment company" under
     the Investment Company Act (including without limitation to conform to any
     change in Rule 3a-5, Rule 3a-7 or any other applicable rule under the
     Investment Company Act or written change in interpretation or application
     thereof by any legislative body, court, government agency or regulatory
     authority) which amendment does not have a material adverse effect on the
     right, preferences or privileges of the Holders of Securities;

     provided, however, that no such modification, elimination or addition
     --------  -------
referred to in clauses (i), (ii) or (iii) shall adversely affect the powers,
preferences or special rights of Holders of Capital Securities.

     SECTION 11.2  Meetings of the Holders of Securities; Action by Written
                   --------------------------------------------------------
Consent.
-------

          (a)   Meetings of the Holders of any class of Securities may be called
at any time by the Administrators (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, if any. The Administrators 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 Administrators one or more calls
in a writing stating that the signing Holders of the Securities wish to call a
meeting and indicating the general or specific purpose for which the meeting is
to be called. Any Holders of the Securities calling a meeting shall specify in
writing the Certificates held by the Holders of the Securities exercising the
right to call a meeting and only those Securities represented by such
Certificates shall be counted for purposes of determining whether the required
percentage set forth in the second sentence of this paragraph has been met.

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

          (i)   notice of any such meeting shall be given to all the Holders of
     the Securities having a right to vote thereat at least 7 days and not more
     than 60 days before the date of such meeting.  Whenever a vote, consent or
     approval of the Holders of the Securities 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, if any, such vote, consent
     or approval may be given at a meeting of the Holders of the Securities.
     Any action that may be taken at a meeting of the Holders of the Securities
     may be taken

                                       44
<PAGE>

     without a meeting if a consent in writing setting forth the action so taken
     is signed by the Holders of the Securities 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 of the
     Securities having a right to vote thereon were present and voting. Prompt
     notice of the taking of action without a meeting shall be given to the
     Holders of the Securities entitled to vote who have not consented in
     writing. The Administrators may specify that any written ballot submitted
     to the Holders of the Securities for the purpose of taking any action
     without a meeting shall be returned to the Trust within the time specified
     by the Administrators;

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

          (iii) 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 for trading, if
     any, otherwise provides, the Administrators, in their sole discretion,
     shall establish all other provisions relating to meetings of Holders of
     Securities, including notice of the time, place or purpose of any meeting
     at which any matter is to be voted on by any Holders of the Securities,
     waiver of any such notice, action by consent without a meeting, the
     establishment of a record date, quorum requirements, voting in person or by
     proxy or any other matter with respect to the exercise of any such right to
     vote; provided, however, that each meeting shall be conducted in the United
     States (as that term is defined in Treasury regulations section 301.7701-
     7).

                                  ARTICLE XII

                   REPRESENTATIONS OF INSTITUTIONAL TRUSTEE
                             AND DELAWARE TRUSTEE

     SECTION 12.1  Representations and Warranties of Institutional Trustee. The
                   -------------------------------------------------------
Trustee that acts as initial Institutional Trustee represents and warrants to
the Trust and to the Sponsor at the date of this Declaration, and each Successor
Institutional Trustee represents and warrants to the Trust and the Sponsor at
the time of the Successor Institutional Trustee's acceptance of its appointment
as Institutional Trustee, that:

                                       45
<PAGE>

          (a) the Institutional Trustee is a banking corporation with trust
powers, duly organized, validly existing and in good standing under the laws of
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 Institutional
Trustee of this Declaration has been duly authorized by all necessary corporate
action on the part of the Institutional Trustee.  This Declaration has been duly
executed and delivered by the Institutional Trustee, and it constitutes a legal,
valid and binding obligation of the Institutional Trustee, enforceable against
it in accordance with its terms, subject to applicable bankruptcy,
reorganization, moratorium, insolvency and other similar laws affecting
creditors' rights generally and to general principles of equity (regardless of
whether considered in a proceeding in equity or at law);

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

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

          SECTION 12.2    Representations and Warranties of Delaware Trustee.
                          --------------------------------------------------
The Trustee that acts as initial Delaware Trustee represents and warrants to the
Trust and to the Sponsor at the date of this Declaration, and each Successor
Delaware Trustee represents and warrants to the Trust and the Sponsor at the
time of the Successor Delaware Trustee's acceptance of its appointment as
Delaware Trustee, that:

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

          (b) The Delaware Trustee has been authorized to perform its
obligations under the Certificate of Trust and this Declaration.  This
Declaration under Delaware law constitutes a legal, valid and binding obligation
of the Delaware Trustee, enforceable against it in accordance with its terms,
subject to applicable bankruptcy, reorganization, moratorium, insolvency and
other similar laws affecting creditors' rights generally, and to general
principles of equity (regardless of whether considered in a proceeding in equity
or at law).

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

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

                                       46
<PAGE>

State of Delaware and, in either case, a Person that satisfies for the Trust the
requirements of Section 3807 of the Business Trust Act.

                                 ARTICLE XIII

                                 MISCELLANEOUS

          SECTION 13.1    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 (which telecopy shall be followed by notice delivered or
mailed by first class mail) or mailed by first class mail, as follows:

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

                    GBB Capital III
                    c/o Greater Bay Bancorp
                    2860 West Bayshore Road
                    Palo Alto, CA 94303

                    Attention: Steven C. Smith
                    Telecopy:  650-494-9193

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

                    The Bank of New York (Delaware)
                    White Clay Center, Route 273
                    Newark, Delaware
                    Attention: Corporate Trust Administration
                    Telecopy:

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

                    The Bank of New York
                    101 Barclay Street, Floor 21W
                    New York, NY 10286
                    Attention: Corporate Trust Administration
                    Telecopy:  212-819-5915

          (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 of to the Trust):

                                       47
<PAGE>

                    Greater Bay Bancorp
                    2860 West Bayshore Road
                    Palo Alto, CA 94303

                    Attention: Steven C. Smith
                    Telecopy:  650-494-9193

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

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

          SECTION 13.2    Governing Law.  This Declaration and the rights of the
                          -------------
parties hereunder shall be governed by and interpreted in accordance with the
law of the State of Delaware and all rights and remedies shall be governed by
such laws without regard to the principles of conflict of laws of the State of
Delaware or any other jurisdiction that would call for the application of the
law of any jurisdiction other than the State of Delaware; provided, however,
                                                          --------  -------
that there shall not be applicable to the Trust, the Trustees or this
Declaration any provision of the laws (statutory or common) of the State of
Delaware pertaining to trusts that relate to or regulate, in a manner
inconsistent with the terms hereof (a) the filing with any court or governmental
body or agency of trustee accounts or schedules of trustee fees and charges, (b)
affirmative requirements to post bonds for trustees, officers, agents or
employees of a trust, (c) the necessity for obtaining court or other
governmental approval concerning the acquisition, holding or disposition of real
or personal property, (d) fees or other sums payable to trustees, officers,
agents or employees of a trust, (e) the allocation of receipts and expenditures
to income or principal, (f) restrictions or limitations on the permissible
nature, amount or concentration of trust investments or requirements relating to
the titling, storage or other manner of holding or investing trust assets or (g)
the establishment of fiduciary or other standards of responsibility or
limitations on the acts or powers of trustees that are inconsistent with the
limitations or liabilities or authorities and powers of the Trustees as set
forth or referenced in this Declaration.  Section 3540 of Title 12 of the
Delaware Code shall not apply to the Trust.

          SECTION 13.3    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 13.4    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 13.5    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

                                       48
<PAGE>

be included, and all covenants and agreements in this Declaration by the Sponsor
and the Trustees shall bind and inure to the benefit of their respective
successors and assigns, whether or not so expressed.

          SECTION 13.6    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 13.7    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 and Administrators to any
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.

                                       49
<PAGE>

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

                            THE BANK OF NEW YORK (DELAWARE)
                              as Delaware Trustee


                            By: /s/ William T. Lewis
                                -----------------------------
                                Name:   William T. Lewis
                                Title:  Senior Vice President


                            THE BANK OF NEW YORK
                              as Institutional Trustee

                            By: /s/ Annette L. Kos
                                ------------------------------
                                Name:   Annette L. Kos
                                Title:  Assistant Vice President

                            GREATER BAY BANCORP
                              as Sponsor

                            By: /s/ Steven C. Smith
                                ------------------------------
                                Name :  Steven C. Smith
                                Title:  Executive Vice President,
                                        Chief Administrative Officer and
                                        Chief Financial Officer

                            GBB CAPITAL III


                            By: /s/ Steven C. Smith
                                ------------------------------
                                Administrator

                            By: /s/ Shawn E. Saunders
                                ------------------------------
                                Administrator


                            By: /s/ Mark Eschen
                                ------------------------------
                                Administrator

                                       50
<PAGE>

                                    ANNEX I

                                   TERMS OF
        FIXED RATE CAPITAL TRUST PASS-THROUGH SECURITIES(R) (Trups(R))

          Pursuant to Section 6.1 of the Amended and Restated Declaration of
Trust, dated as of March 23, 2000 (as amended from time to time, the
"Declaration"), the designation, rights, privileges, restrictions, preferences
and other terms and provisions of the Capital Securities and the Common
Securities are set out below (each capitalized term used but not defined herein
has the meaning set forth in the Declaration):

          1.   Designation and Number.  (a)  Capital Securities.  9,500 Capital
               ----------------------
Securities of GBB Capital III (the "Trust"), with an aggregate stated
liquidation amount with  respect to the assets of the Trust of Nine Million Five
Hundred Thousand ($9,500,000) and a stated liquidation amount with respect to
the assets of the Trust of $1,000 per Capital Security, are hereby designated
for the purposes of identification only as the "Fixed Rate Capital Trust Pass-
through Securities"(R) (the "Capital Securities").  The Capital Security
Certificates evidencing the Capital Securities shall be substantially in the
form of Exhibit A-1 to the Declaration, with such changes and additions thereto
or deletions therefrom as may be required by ordinary usage, custom or practice
or to conform to the rules of any stock exchange on which the Capital Securities
are listed, if any.

          (b) Common Securities. 294 Common Securities of the Trust (the "Common
Securities") will be evidenced by Common Security Certificates 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 payable at an annual rate equal to 10 7/8% (the "Coupon Rate") of the stated
liquidation amount of $1,000 per Security, such rate being the rate of interest
payable on the Debentures to be held by the Institutional Trustee. Except as set
forth below in respect of an Extension Period, 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). The term
"Distributions" as used herein includes cash distributions and any such
compounded distributions payable unless otherwise stated. A Distribution is
payable only to the extent that payments are made in respect of the Debentures
held by the Institutional Trustee and to the extent the Institutional Trustee
has funds available therefor. The amount of Distributions payable for any period
will be computed for any full semi-annual period on the basis of a 360-day year
of twelve 30-day months.

          (b) Distributions on the Securities will be cumulative, will accrue
from the date of original issuance, and will be payable, subject to extension of
distribution payment periods as described herein, semi-annually in arrears on
March 8 and September 8 of each year, commencing on September 8, 2000 (each, a
"Distribution Payment Date") when, as and if available for payment.  The
Debenture Issuer has the right under the Indenture to defer payments of interest
on the Debentures by extending the interest payment period for up to 10
consecutive semi-annual periods (each, an "Extension Period") at any time and
from time to time on the

                                      I-1
<PAGE>

Debentures, subject to the conditions described below, although such interest
would continue to accrue on the Debentures, and interest will accrue on such
Deferred Interest at an annual rate equal to 10 7/8%, compounded semi-annually
to the extent permitted by law during any Extension Period. No Extension Period
may end on a date other than a Distribution Payment Date. At the end of any such
Extension Period the Debenture Issuer shall pay all Deferred Interest; provided,
                                                                       --------
however, that no Extension Period may extend beyond the Maturity Date and
-------
provided further, that, during any such Extension Period, the Debenture Issuer
-------- -------
may not (i) declare or pay any dividends or distributions on, or redeem,
purchase, acquire, or make a liquidation payment with respect to, any of the
Debenture Issuer's capital stock, (ii) make any payment of principal of or
interest or premium, if any, on or repay, repurchase or redeem any debt
securities of the Debenture Issuer that rank pari passu in all respects with or
junior in interest to the Debentures or (iii) make any guarantee payments with
respect to any guarantee by the Debenture Issuer of the debt securities of any
subsidiary of the Debenture Issuer (including all guarantees, other than the
Guarantee, issued by the Debenture Issuer with respect to the preferred
beneficial interests, if any, issued to trusts other than the Trust to be issued
by the Debenture Issuer, if any, in each case similar to the Trust) (other than
(a) repurchases, redemptions or other acquisitions of shares of capital stock of
the Debenture Issuer in connection with any employment contract, benefit plan or
other similar arrangement with or for the benefit of one or more employees,
officers, directors or consultants, in connection with a dividend reinvestment
or stockholder stock purchase plan or in connection with the issuance of capital
stock of the Debenture Issuer (or securities convertible into or exercisable for
such capital stock) as consideration in an acquisition transaction entered into
prior to the applicable Extension Period, (b) as a result of any exchange or
conversion of any class or series of the Debenture Issuer's capital stock (or
any capital stock of a subsidiary of the Debenture Issuer) for any class or
series of the Debenture Issuer's capital stock or of any class or series of the
Debenture Issuer's indebtedness for any class or series of the Debenture
Issuer's capital stock, (c) the purchase of fractional interests in shares of
the Debenture Issuer's capital stock pursuant to the conversion or exchange
provisions of such capital stock or the security being converted or exchanged,
(d) any declaration of a dividend in connection with any stockholder's rights
plan, or the issuance of rights, stock or other property under any stockholder's
rights plan, or the redemption or repurchase of rights pursuant thereto, or (e)
any dividend in the form of stock, warrants, options or other rights where the
dividend stock or the stock issuable upon exercise of such warrants, options or
other rights is the same stock as that on which the dividend is being paid or
ranks pari passu with or junior to such stock). Prior to the termination of any
Extension Period, the Debenture Issuer may further extend such period, provided
that such period together with all such previous and further consecutive
extensions thereof shall not exceed 10 consecutive semi-annual periods, or
extend beyond the Maturity Date. Upon the termination of any Extension Period
and upon the payment of all Deferred Interest, the Debenture Issuer may commence
a new Extension Period, subject to the foregoing requirements. No interest or
Deferred Interest shall be due and payable during an Extension Period, except at
the end thereof, but each installment of interest that would otherwise have been
due and payable during such Extension Period shall bear Deferred Interest. If
Distributions are deferred, the Distributions due shall be paid on the date that
the related Extension Period terminates, or, if such date is not a Distribution
Payment Date, on the immediately following Distribution Payment Date, to Holders
of the Securities as they appear on the books and records of the Trust on the
record date immediately preceding such date. Distributions on the Securities
must be paid on the dates payable (after giving effect to any Extension Period)
to the extent that

                                      I-2
<PAGE>

the Trust has funds available for the payment of such distributions in the
Property Account of the Trust. The Trust's funds available for Distribution to
the Holders of the Securities will be limited to payments received from the
Debenture Issuer. The payment of Distributions out of moneys held by the Trust
is guaranteed by the Guarantor pursuant to the Guarantee.

          (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 relevant
record dates.  The relevant record dates shall be selected by the
Administrators, which dates shall be 15 days before the relevant payment dates.
Distributions payable on any Securities that are not punctually paid on any
Distribution Payment Date, as a result of the Debenture Issuer having failed to
make a payment under the Debentures, as the case may be, when due (taking into
account any Extension Period), will cease to be payable to the Person in whose
name such Securities are registered on the relevant record date, and such
defaulted Distribution will instead be payable to the Person in whose name such
Securities are registered on the special record date or other specified date
determined in accordance with the Indenture.  If any date on which Distributions
are payable on the Securities is not a Business Day, then payment of the
Distribution payable on such date will be made on the next succeeding day that
is a Business Day (and without any interest or other payment in respect of any
such delay) except that, if such Business Day is in the next succeeding calendar
year, such payment shall be made on the immediately preceding Business Day, in
each case with the same force and effect as if made on such payment date.

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

          3.   Liquidation Distribution Upon Dissolution.  In the event of the
               -----------------------------------------
voluntary or involuntary liquidation, dissolution, winding-up or termination of
the Trust (each, a "Liquidation") other than in connection with a redemption of
the Debentures, the Holders of the Securities will be entitled to receive out of
the assets of the Trust available for distribution to Holders of the Securities,
after satisfaction of liabilities to creditors of the Trust (to the extent not
satisfied by the Debenture Issuer), distributions equal to the aggregate of the
stated liquidation amount of $1,000 per Security plus accrued and unpaid
Distributions thereon to the date of payment (such amount being the "Liquidation
Distribution"), unless in connection with such Liquidation, the Debentures in an
aggregate stated principal amount equal to the aggregate stated liquidation
amount of such Securities, with an interest rate equal to the Coupon Rate of,
and bearing accrued and unpaid interest in an amount equal to the accrued and
unpaid Distributions on, and having the same record date as, such Securities,
after paying or making reasonable provision to pay all claims and obligations of
the Trust in accordance with Section 3808(e) of the Business Trust Act, shall be
distributed on a Pro Rata basis to the Holders of the Securities in exchange for
such Securities.

          The Sponsor, as the Holder of all of the Common Securities, has the
right at any time to dissolve the Trust (including without limitation upon the
occurrence of a Tax Event, an Investment Company Event or a Capital Treatment
Event), subject to the receipt by the Debenture Issuer of prior approval from
the Board of Governors of the Federal Reserve System (the "Federal Reserve"), if
then required under applicable capital guidelines or policies of the Federal
Reserve and, after satisfaction of liabilities to creditors of the Trust, cause
the

                                      I-3
<PAGE>

Debentures to be distributed to the Holders of the Securities on a Pro Rata
basis in accordance with the aggregate stated liquidation amount thereof.

          The Trust shall dissolve on the first to occur of (i) March 8, 2055,
the expiration of the term of the Trust, (ii) a Bankruptcy Event with respect to
the Sponsor, Trust or the Debenture Issuer, (iii) (other than in connection with
a merger, consolidation or similar transaction not prohibited by the Indenture,
this Declaration or the Guarantee, as the case may be) upon the revocation of
the charter of the Sponsor and the expiration of 90 days after the date of
revocation without a reinstatement thereof, (iv) the distribution to the Holders
of the Securities of the Debentures, upon exercise of the right of the Holder of
all of the outstanding Common Securities to dissolve the Trust as described
above, (v) the entry of a decree of a judicial dissolution of the Sponsor or the
Trust, or (vi) when all of the Securities shall have been called for redemption
and the amounts necessary for redemption thereof shall have been paid to the
Holders in accordance with the terms of the Securities.  As soon as practicable
after the dissolution of the Trust and upon completion of the winding up of the
Trust, the Trust shall terminate upon the filing of a certificate of
cancellation with the Secretary of State of the State of Delaware.

          If a Liquidation of the Trust occurs as described in clause (i), (ii),
(iii) or (v) in the immediately preceding paragraph, the Trust shall be
liquidated by the Trustees of the Trust as expeditiously as such Trustees
determine to be possible by distributing, after satisfaction of liabilities to
creditors of the Trust, to the Holders of the Securities, the Debentures on a
Pro Rata basis to the extent not satisfied by the Debenture Issuer, unless such
distribution is determined by the Institutional Trustee not to be practical, in
which event such Holders will be entitled to receive out of the assets of the
Trust available for distribution to the Holders, after satisfaction of
liabilities of creditors of the Trust to the extent not satisfied by the
Debenture Issuer, an amount equal to the Liquidation Distribution.  An early
Liquidation of the Trust pursuant to clause (iv) above shall occur if the
Institutional Trustee determines that such Liquidation is possible by
distributing, after satisfaction of liabilities to creditors of Trust, to the
Holders of the Securities on a Pro Rata basis, the Debentures, and such
distribution occurs.

          If, upon any such Liquidation the Liquidation Distribution can be paid
only in part because the Trust has insufficient assets available to pay in full
the aggregate Liquidation Distribution, then the amounts payable directly by the
Trust on such Capital Securities shall be paid to the Holders of the Trust
Securities on a pro rata basis, except that if an Event of Default has occurred
and is continuing, the Capital Securities shall have a preference over the
Common Securities with regard to such distributions.

          Upon any such Liquidation of the Trust involving a distribution of the
Debentures, if at the time of such Liquidation, the Capital Securities were
rated by at least one nationally-recognized statistical rating organization, the
Debenture Issuer will use its reasonable best efforts to obtain from at least
one such or other rating organization a rating for the Debentures.

          After the date for any distribution of the Debentures upon dissolution
of the Trust, (i) the Securities of the Trust will be deemed to be no longer
outstanding, and (ii) any certificates representing the Capital Securities will
be deemed to represent undivided beneficial interests in

                                      I-4
<PAGE>

such of the Debentures as have an aggregate principal amount equal to the
aggregate stated liquidation amount of, with an interest rate identical to the
distribution rate of, and bearing accrued and unpaid interest equal to accrued
and unpaid distributions on, the Securities until such certificates are
presented to the Debenture Issuer or its agent for transfer or reissuance.

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

          (a) The Debentures will mature on March 8, 2030.  The Debentures may
be redeemed by the Debenture Issuer, in whole or in part, on any March 1 or
September 1 on or after March 8, 2010, at the Redemption Price, upon not less
than 30 days nor more than 60 day's notice to Holders of such Debentures.  In
addition, upon the occurrence and continuation of a Tax Event, an Investment
Company Event or a Capital Treatment Event, the Debentures may be redeemed by
the Debenture Issuer in whole or in part, at any time within 90 days following
the occurrence of such Tax Event, Investment Company Event or Capital Treatment
Event, as the case may be (the "Special Redemption Date"), at the Special
Redemption Price , upon not less than 30 nor more than 60 days' notice to
Holders of such Debentures so long as such Tax Event, Investment Company Event
or Capital Treatment Event, as the case may be, is continuing.  In each case,
the right of the Debenture Issuer to redeem the Debentures is subject to the
Debenture Issuer having received prior approval from the Federal Reserve, if
then required under applicable capital guidelines or policies of the Federal
Reserve.

          "Tax Event" means the 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 (including any private letter ruling,
technical advice memorandum, field service advice, regulatory procedure, notice
or announcement, including any notice or announcement of intent to adopt such
procedures or regulations (an "Administrative Action")) or judicial decision
interpreting or applying such laws or regulations, regardless of whether such
Administrative Action or judicial decision is issued to or in connection with a
proceeding involving the Debenture Issuer or the Trust and whether or not
subject to review or appeal, which amendment, clarification, change,
Administrative Action or decision is enacted, promulgated or announced, in each
case on or after the date of issuance of the Debentures, 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.

          "Investment Company Event" means the receipt by the Trust of an
opinion of counsel experienced in such matters to the effect that, as a result
of the occurrence of a change in law or regulation or written change (including
any announced prospective change) in interpretation or application of law or
regulation by any legislative body, court, governmental agency or regulatory
authority, there is more than an insubstantial risk that the Trust is or will be
considered an "investment company" that is required to be registered under the
Investment

                                      I-5
<PAGE>

Company Act of 1940, as amended which change or prospective change becomes
effective or would become effective, as the case may be, on or after the date of
the issuance of the Debentures.

          "Capital Treatment Event" means the receipt by the Trust of an opinion
of counsel experienced in such matters to the effect that, as a result of the
occurrence of any amendment to, or change (including any announced prospective
change) in, the laws of the United States or any political subdivision thereof
or therein, or as the result of any official or administrative pronouncement or
action or decision interpreting or applying such laws, rules or regulations,
which amendment or change is effective or which pronouncement, action or
decision is announced on or after the date of issuance of the Debentures, there
is more than an insubstantial risk that the Debenture Issuer will not be
entitled to treat an amount equal to the aggregate Liquidation Amount of the
Debentures as "Tier I Capital" (or the then equivalent thereof) for purposes of
the capital adequacy guidelines of the Federal Reserve, as then in effect and
applicable to the Debenture Issuer; provided, however, that the distribution of
                                    --------  -------
the Debentures in connection with the Liquidation of the Trust by the Debenture
Issuer shall not in and of itself constitute a Capital Treatment Event unless
such Liquidation shall have occurred in connection with a Tax Event or an
Investment Company Event.

          "Special Event" means any of a Capital Treatment Event, a Tax Event or
an Investment Company Event.

          "Redemption Price" means the price set forth in the following table
for any Redemption Date or Special Redemption Date that occurs within the
twelve-month period beginning in the relevant year indicated below, expressed in
percentage of the principal amount of the Debt Securities being redeemed:

                       Year                         Percentage
                       ----                         ----------

                    March 8, 2010                     105.438

                    March 8, 2011                     104.894

                    March 8, 2012                     104.350

                    March 8, 2013                     103.806

                    March 8, 2014                     103.263

                    March 8, 2015                     102.719

                    March 8, 2016                     102.175

                    March 8, 2017                     101.631

                    March 8, 2018                     101.088

                    March 8, 2019                     100.544

               March 8, 2020 and after                100.000

                                      I-6
<PAGE>

          plus accrued and unpaid interest on such Debentures to the Redemption
Date or, in the case of a redemption due to the occurrence of a Special Event,
to the Special Redemption Date.

          "Special Redemption Price" means (1) if the Special Redemption Date is
before March 8, 2010, the greater of (a) 100% of the principal amount of the
Debentures being redeemed or (b) as determined by a Quotation Agent, the sum of
the present values of scheduled payments of principal and interest from the
Special Redemption Date to March 8, 2010 (the "Remaining Life") discounted to
the Special Redemption Date on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate plus 0.45%, plus, in
the case of either (a) or (b), accrued and unpaid interest on such Debentures to
the Special Redemption Date and (2) if the Special Redemption Date is on or
after March 8, 2010, the Redemption Price for such Special Redemption Date.

          "Comparable Treasury Issue" means with respect to any Special
Redemption Date the United States Treasury security selected by the Quotation
Agent as having a maturity comparable to the Remaining Life that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the Remaining Life.  If no United States Treasury security has a
maturity which is within a period from three months before to three months after
March 8, 2010, the two most closely corresponding United States Treasury
securities shall be used as the Comparable Treasury Issue, and the Treasury Rate
shall be interpolated or extrapolated on a straight-line basis, rounding to the
nearest month using such securities.

          "Comparable Treasury Price" means (a) the average of five Reference
Treasury Dealer Quotations for such Special Redemption Date, after excluding the
highest and lowest such Reference Treasury Dealer Quotations, or (b) if the
Quotation Agent obtains fewer than five such Reference Treasury Dealer
Quotations, the average of all such Quotations.

          "Primary Treasury Dealer" shall mean a primary United States
Government securities dealer in New York City.

          "Quotation Agent" means Salomon Smith Barney, Inc. and its successors;
provided, however, that if the foregoing shall cease to be a primary United
States Government securities dealer in New York City (a "Primary Treasury
Dealer"), the Debenture Issuer shall substitute therefor another Primary
Treasury Dealer.

          "Redemption Date" shall mean the date fixed for the redemption of
Capital Securities, which shall be any March 8 or September 8 commencing on
March 8, 2010.

          "Reference Treasury Dealer" means (i) the Quotation Agent and (ii) any
other Primary Treasury Dealer selected by the Debenture Trustee after
consultation with the Company.

          "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Quotation Agent, of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) quoted in
writing to the Debenture Trustee by such Reference

                                      I-7
<PAGE>

Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day
preceding such Redemption Date.

          "Treasury Rate" means (i) the yield, under the heading which
represents the average for the week immediately prior to the date of
calculation, appearing in the most recently published statistical release
designated H.15 (519) or any successor publication which is published weekly by
the Federal Reserve and which establishes yields on actively traded United
States Treasury securities adjusted to constant maturity under the caption
"Treasury Constant Maturities", for the maturity corresponding to the Remaining
Life (if no maturity is within three months before or after the Remaining Life,
yields for the two published maturities most closely corresponding to the
Remaining Life shall be determined and the Treasury Rate shall be interpolated
or extrapolated from such yields on a straight-line basis, rounding to the
nearest month) or (ii) if such release (or any successor release) is not
published during the week preceding the calculation date or does not contain
such yields, the rate per annum equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, calculated using a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such Special Redemption Date.  The
Treasury Rate shall be calculated on the third Business Day preceding the
Special Redemption Date.

          (b) Upon the repayment in full at maturity or redemption in whole or
in part of the Debenture (other than following the distribution of the Debenture
to the Holders of the Securities), the proceeds from such repayment or payment
shall concurrently be applied to redeem Pro Rata at the applicable Redemption
Price, Securities having an aggregate liquidation amount equal to the aggregate
principal amount of the Debenture so repaid or redeemed; provided, however, that
                                                         --------  -------
holders of such Securities shall be given not less than 30 nor more than 60
days' notice of such redemption (other than at the scheduled maturity of the
Debenture).

          (c) If fewer than all the outstanding Securities are to be so
redeemed, the Common Securities and the Capital Securities will be redeemed Pro
Rata and the Capital Securities to be redeemed will be as described in Section
4(e)(ii) below.

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

          (e) Redemption or Distribution Procedures.

              (i) Notice of any redemption of, or notice of distribution of the
     Debentures in exchange for, the Securities (a "Redemption/Distribution
     Notice") will be given by the Trust by mail to each Holder of Securities to
     be redeemed or exchanged not fewer than 30 nor more than 60 days before the
     date fixed for redemption or exchange thereof which, in the case of a
     redemption, will be the date fixed for redemption of the Debentures.  For
     purposes of the calculation of the date of redemption or exchange and the
     dates on which notices are given pursuant to this Section 4(e)(i), a
     Redemption/Distribution Notice shall be deemed to be given on the day such
     notice is first mailed by first-class mail, postage prepaid, to Holders of
     such Securities.  Each Redemption/Distribution Notice shall be addressed to
     the Holders of such Securities at

                                      I-8
<PAGE>

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

               (ii)   In the event that fewer than all the outstanding
     Securities are to be redeemed, the Securities to be redeemed shall be
     redeemed Pro Rata from each Holder of Capital Securities.

               (iii)  If the Securities are to be redeemed and the Trust gives a
     Redemption/Distribution Notice, which notice may only be issued if the
     Debentures are redeemed as set out in this Section 4 (which notice will be
     irrevocable), then, provided that the Institutional Trustee has a
     sufficient amount of cash in connection with the related redemption or
     maturity of the Debentures, the Institutional Trustee will pay the relevant
     Redemption Price to the Holders of such Securities by check mailed to the
     address of each such 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 then immediately prior to the
     close of business on the date of such deposit Distributions will cease to
     accrue on the Securities so called for redemption and all rights of Holders
     of such Securities so called for redemption will cease, except the right of
     the Holders of such Securities to receive the applicable Redemption Price
     specified in Section 4(a), but without interest on such Redemption Price.
     If any date fixed for redemption of Securities is not a Business Day, then
     payment of any such Redemption Price payable on such date will be made on
     the next succeeding day that is a Business Day (and without any interest or
     other payment in respect of any such delay) except that, if such Business
     Day falls in the next calendar year, such payment will be made on the
     immediately preceding Business Day, in each case with the same force and
     effect as if made on such date fixed for redemption.  If payment of the
     Redemption Price in respect of any Securities is improperly withheld or
     refused and not paid either by the Trust or by the Debenture Issuer as
     guarantor pursuant to the Guarantee, Distributions on such Securities will
     continue to accrue at the then applicable rate 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.  In the event of any redemption of the
     Capital Securities issued by the Trust in part, the Trust shall not be
     required to (i) issue, register the transfer of or exchange any Security
     during a period beginning at the opening of business 15 days before any
     selection for redemption of the Capital Securities and ending at the close
     of business on the earliest date on which the relevant notice of redemption
     is deemed to have been given to all Holders of the Capital Securities to be
     so redeemed or (ii) register the transfer of or exchange any Capital
     Securities so selected for redemption, in whole or in part, except for the
     unredeemed portion of any Capital Securities being redeemed in part.

               (iv)   Redemption/Distribution Notices shall be sent by the
     Administrators on behalf of the Trust (A) in respect of the Capital
     Securities, to the Holders thereof, and (B) in respect of the Common
     Securities, to the Holder thereof.

                                      I-9
<PAGE>

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

          5.   Voting Rights - Capital Securities.  (a)  Except as provided
               ----------------------------------
under Sections 5(b) and 7 and as otherwise required by law and the Declaration,
the Holders of the Capital Securities will have no voting rights.  The
Administrators are required to call a meeting of the Holders of the Capital
Securities if directed to do so by Holders of at least 10% in liquidation amount
of the Capital Securities.

          (b)  Subject to the requirements of obtaining a tax opinion by the
Institutional Trustee in certain circumstances set forth in the last sentence of
this paragraph, the Holders of a Majority in liquidation amount of the Capital
Securities, voting separately as a class, have the right to direct the time,
method, and place of conducting any proceeding for any remedy available to the
Institutional Trustee, or exercising any trust or power conferred upon the
Institutional Trustee under the Declaration, including the right to direct the
Institutional Trustee, as holder of the Debentures, to (i) exercise the remedies
available under the Indenture as the holder of the Debentures, (ii) waive any
past default that is waivable under the Indenture, or (iii) exercise any right
to rescind or annul a declaration that the principal of all the Debentures shall
be due and payable or (iv) consent on behalf of all the Holders of the Capital
Securities to any amendment, modification or termination of the Indenture or the
Debentures where such consent shall be required; provided, however, that, where
                                                 --------  -------
a consent or action under the Indenture would require the consent or act of the
holders of greater than a simple majority in principal amount of Debentures (a
"Super Majority") affected thereby, the Institutional Trustee may only give such
consent or take such action at the written direction of the Holders of at least
the proportion in liquidation amount of the Capital Securities outstanding which
the relevant Super Majority represents of the aggregate principal amount of the
Debentures outstanding. If the Institutional Trustee fails to enforce its rights
under the Debentures after the Holders of a Majority in liquidation amount of
such Capital Securities have so directed the Institutional Trustee, to the
fullest extent permitted by law, a Holder of the Capital Securities may
institute a legal proceeding directly against the Debenture Issuer to enforce
the Institutional Trustee's rights under the Debentures without first
instituting any legal proceeding against the Institutional Trustee or any other
person or entity.  Notwithstanding the foregoing, if an Event of Default has
occurred and is continuing and such event is attributable to the failure of the
Debenture Issuer to pay interest or principal on the Debentures on the date the
interest or principal is payable (or in the case of redemption, the redemption
date), then a Holder of record of the Capital Securities may directly institute
a proceeding for enforcement of payment, on or after the respective due dates
specified in the Debentures, to such Holder directly of the principal of or
interest on the Debentures having an aggregate principal amount equal to the
aggregate liquidation amount of the Capital Securities of such Holder.  The
Institutional Trustee shall notify all Holders of the Capital Securities of any
default actually known to the Institutional Trustee with respect to the
Debentures unless (x) such default has been cured prior to the giving of such
notice or (y) the Institutional Trustee determines in good faith that the
withholding of such notice is in the interest of the Holders of such Capital
Securities, except where the default relates to the payment of principal of or
interest on any of the Debentures.  Such notice shall state that such Indenture

                                     I-10
<PAGE>

Event of Default also constitutes an Event of Default hereunder.  Except with
respect to directing the time, method and place of conducting a proceeding for a
remedy, the Institutional Trustee shall not take any of the actions described in
clauses (i), (ii) or (iii) above unless the Institutional Trustee has obtained
an opinion of tax counsel to the effect that, as a result of such action, the
Trust will not be classified as other than a grantor trust for United States
federal income tax purposes.

          In the event the consent of the Institutional Trustee, as the holder
of the Debentures is required under the Indenture with respect to any amendment,
modification or termination of the Indenture, the Institutional Trustee shall
request the direction of the Holders of the Securities with respect to such
amendment, modification or termination and shall vote with respect to such
amendment, modification or termination as directed by a Majority in liquidation
amount of the Securities voting together as a single class; provided, however,
                                                            --------  -------
that where a consent under the Indenture would require the consent of a Super
Majority, the Institutional Trustee may only give such consent at the direction
of the Holders of at least the proportion in liquidation amount of such Trust
Securities outstanding which the relevant Super Majority represents of the
aggregate principal amount of the Debentures outstanding. The Institutional
Trustee shall not take any such action in accordance with the directions of the
Holders of the Securities unless the Institutional Trustee has obtained an
opinion of tax counsel to the effect that, as a result of such action, the Trust
will not be classified as other than a grantor trust for United States federal
income tax purposes.

          A waiver of an Indenture Event of Default will constitute a waiver of
the corresponding Event of Default hereunder. Any required approval or direction
of Holders of the Capital Securities may be given at a separate meeting of
Holders of the Capital Securities convened for such purpose, at a meeting of all
of the Holders of the Securities in the Trust or pursuant to written consent.
The Institutional Trustee will cause a notice of any meeting at which Holders of
the 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 the Capital Securities. Each such notice will include a statement
setting forth the following information (i) the date of such meeting or the date
by which such action is to be taken, (ii) a description of any resolution
proposed for adoption at such meeting on which such Holders are entitled to vote
or of such matter upon which written consent is sought and (iii) instructions
for the delivery of proxies or consents. No vote or consent of the Holders of
the Capital Securities will be required for the Trust to redeem and cancel
Capital Securities or to distribute the Debentures in accordance with the
Declaration and the terms of the Securities.

          Notwithstanding that Holders of the 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 entitle the Holder thereof to vote or consent and shall, for purposes
of such vote or consent, be treated as if such Capital Securities were not
outstanding.

          In no event will Holders of the Capital Securities have the right to
vote to appoint, remove or replace the Administrators, which voting rights are
vested exclusively in the Sponsor as the Holder of all of the Common Securities
of the Trust. Under certain circumstances as more

                                     I-11
<PAGE>

fully described in the Declaration, Holders of Capital Securities have the right
to vote to appoint, remove or replace the Institutional Trustee and the Delaware
Trustee.

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

          (b) The Holders of the Common Securities are entitled, in accordance
with Article VI of the Declaration, to vote to appoint, remove or replace any
Administrators.

          (c) Subject to Section 6.7 of the Declaration and only after each
Event of Default (if any) with respect to the Capital Securities has been cured,
waived or otherwise eliminated and subject to the requirements of the second to
last sentence of this paragraph, the Holders of a Majority in liquidation amount
of the Common Securities, voting separately as a class, may direct the time,
method, and place of conducting any proceeding for any remedy available to the
Institutional Trustee, or exercising any trust or power conferred upon the
Institutional Trustee under the Declaration, including (i) directing the time,
method, place of conducting any proceeding for any remedy available to the
Debenture Trustee, or exercising any trust or power conferred on the Debenture
Trustee with respect to the Debentures, (ii) waive any past default and its
consequences that is waivable under the Indenture, or (iii) exercise any right
to rescind or annul a declaration that the principal of all the Debentures shall
be due and payable, provided, however, that, where a consent or action under the
                    --------  -------
Indenture would require a Super Majority, the Institutional Trustee may only
give such consent or take such action at the written direction of the Holders of
at least the proportion in liquidation amount of the Common Securities which the
relevant Super Majority represents of the aggregate principal amount of the
Debentures outstanding. Notwithstanding this Section 6(c), the Institutional
Trustee shall not revoke any action previously authorized or approved by a vote
or consent of the Holders of the Capital Securities. Other than with respect to
directing the time, method and place of conducting any proceeding for any remedy
available to the Institutional Trustee or the Debenture Trustee as set forth
above, the Institutional Trustee shall not take any action described in (i),
(ii) or (iii) above, unless the Institutional Trustee has obtained an opinion of
tax counsel to the effect that for the purposes of United States federal income
tax the Trust will not be classified as other than a grantor trust on account of
such action. If the Institutional Trustee fails to enforce its rights under the
Declaration to the fullest extent permitted by law, any Holder of the Common
Securities may institute a legal proceeding directly against any Person to
enforce the Institutional Trustee's rights under the Declaration, without first
instituting a legal proceeding against the Institutional Trustee or any other
Person.

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

                                     I-12
<PAGE>

Holders are entitled to vote or of such matter upon which written consent is
sought and (iii) instructions for the delivery of proxies or consents.

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

          7.   Amendments to Declaration and Indenture.  (a)  In addition to any
               ---------------------------------------
requirements under Section 11.1 of the Declaration, if any proposed amendment to
the Declaration provides for, or the Trustees otherwise propose to effect, (i)
any action that would adversely affect the powers, preferences or special rights
of the Securities, whether by way of amendment to the Declaration or otherwise,
or (ii) the Liquidation of the Trust, other than as described in Section 7.1 of
the Declaration, then the Holders of outstanding Securities, voting together as
a single class, will be entitled to vote on such amendment or proposal and such
amendment or proposal shall not be effective except with the approval of the
Holders of at least a Majority in liquidation amount of the Securities, affected
thereby; provided, however, if any amendment or proposal referred to in clause
         --------  -------
(i) above would adversely affect only the Capital Securities or only the Common
Securities, then only the affected class will be entitled to vote on such
amendment or proposal and such amendment or proposal shall not be effective
except with the approval of a Majority in liquidation amount of such class of
Securities.

          (b) In the event the consent of the Institutional Trustee as the
holder of the Debentures is required under the Indenture with respect to any
amendment, modification or termination of the Indenture or the Debentures, the
Institutional Trustee shall request the written direction of the Holders of the
Securities with respect to such amendment, modification or termination and shall
vote with respect to such amendment, modification, or termination as directed by
a Majority in liquidation amount of the Securities voting together as a single
class; provided, however, that where a consent under the Indenture would require
       --------  -------
a Super Majority, the Institutional Trustee may only give such consent at the
direction of the Holders of at least the proportion in liquidation amount of the
Securities which the relevant Super Majority represents of the aggregate
principal amount of the Debentures outstanding.

          (c) Notwithstanding the foregoing, no amendment or modification may be
made to a Declaration if such amendment or modification would (i) cause the
Trust to be classified for purposes of United States federal income taxation as
other than a grantor trust, (ii) reduce or otherwise adversely affect the powers
of the Institutional Trustee or (iii) cause the Trust to be deemed an
"investment company" which is required to be registered under the Investment
Company Act.

          (d) Notwithstanding any provision of the Declaration, the right of any
Holder of the Capital Securities to receive payment of distributions and other
payments upon redemption or otherwise, on or after their respective due dates,
or to institute a suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of such
Holder. For the protection and enforcement of the foregoing provision, each and
every Holder of the Capital Securities shall be entitled to such relief as can
be given either at law or equity.

                                     I-13
<PAGE>

          8.   Pro Rata.  A reference in these terms of the Securities to any
               --------
payment, distribution or treatment as being "Pro Rata" shall mean pro rata to
each Holder of the Securities according to the aggregate liquidation amount of
the Securities held by the relevant Holder in relation to the aggregate
liquidation amount of all Securities outstanding unless, in relation to a
payment, an Event of Default has occurred and is continuing, in which case any
funds available to make such payment shall be paid first to each Holder of the
Capital Securities Pro Rata according to the aggregate liquidation amount of the
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 the Common Securities Pro Rata according to the aggregate
liquidation amount of the 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 and payment
               -------
thereon shall be made Pro Rata with the Common Securities except that, where an
Event of Default has occurred and is continuing, the rights of Holders of the
Common Securities to receive payment of Distributions and payments upon
liquidation, redemption and otherwise are subordinated to the rights of the
Holders of the Capital Securities with the result that no payment of any
Distribution on, or Redemption Price of, any Common Security, and no other
payment on account of redemption, liquidation or other acquisition of Common
Securities, shall be made unless payment in full in cash of all accumulated and
unpaid Distributions on all outstanding Capital Securities for all distribution
periods terminating on or prior thereto, or in the case of payment of the
Redemption Price the full amount of such Redemption Price on all outstanding
Capital Securities then called for redemption, shall have been made or provided
for, and all funds immediately available to the Institutional Trustee shall
first be applied to the payment in full in cash of all Distributions on, or the
Redemption Price of, the Capital Securities then due and payable.

          10.  Acceptance of Guarantee and Indenture.  Each Holder of the
               -------------------------------------
Capital Securities and the Common Securities, by the acceptance of such
Securities, agrees to the provisions of the Guarantee, including the
subordination provisions therein and to the provisions of the Indenture.

          11.  No Preemptive Rights.  The Holders of the Securities shall have
               --------------------
no preemptive or similar 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 Guarantee, and the
Indenture to a Holder without charge on written request to the Sponsor at its
principal place of business.

                                     I-14
<PAGE>

                                  EXHIBIT A-1

                     FORM OF CAPITAL SECURITY CERTIFICATE

                          [FORM OF FACE OF SECURITY]

          THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER
THIS 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, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF
THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE
TRANSFER SUCH SECURITY ONLY (A) TO THE DEBENTURE ISSUER OR THE TRUST, (B)
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, (C) TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF
SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT
IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF AN
"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 (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE DEBENTURE
ISSUER'S AND THE TRUST'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSES (C) OR (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM IN
ACCORDANCE WITH THE DECLARATION OF TRUST, A COPY OF WHICH MAY BE OBTAINED FROM
THE DEBENTURE ISSUER OR THE TRUST. THE HOLDER OF THIS SECURITY AGREES THAT IT
WILL COMPLY WITH THE FOREGOING RESTRICTIONS.

          IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE
REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATE AND OTHER INFORMATION MAY BE
REQUIRED BY THE DECLARATION TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE
FOREGOING RESTRICTIONS.

                                     A-1-1
<PAGE>

         Certificate Number  P-1    Number of Capital Securities  9,500

                              CUSIP NO ___________

                   Certificate Evidencing Capital Securities

                                      of

                                GBB Capital III

            Fixed Rate Capital Pass-through Securities(R) (TruPS(R))

                (liquidation amount $1,000 per Capital Security)

          GBB Capital III, 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 securities of the Trust representing
undivided beneficial interests in the assets of the Trust, designated the Fixed
Rate Capital Trust Pass-through Securities(R) (liquidation amount $1,000 per
Capital Security) (the "Capital Securities"). Subject to the Declaration (as
defined below), 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 pursuant to, and shall in
all respects be subject to, the provisions of the Amended and Restated
Declaration of Trust of the Trust dated as of March 23, 2000, among [__________]
and [__________], as Administrators, The Bank of New York (Delaware), as
Delaware Trustee, The Bank of New York, as Institutional Trustee, Greater Bay
Bancorp, as Sponsor, and the holders from time to time of undivided beneficial
interests in the assets of the Trust, including the designation of the terms of
the Capital Securities as set forth in Annex I to the Declaration, as the same
may be amended from time to time (the "Declaration"). Capitalized terms used
herein but not defined shall have the meaning given them in the Declaration. The
Holder is entitled to the benefits of the Guarantee to the extent provided
therein. The Sponsor will provide a copy of the Declaration, the Guarantee, and
the Indenture to the Holder without charge upon written request to the Trust at
its principal place of business.

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

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

          This Capital Security is governed by, and construed in accordance
with, the laws of the State of Delaware, without regard to principles of
conflict of laws.

                                     A-1-2
<PAGE>

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

                                     GBB CAPITAL III

                                     By:________________________________

                                        Name:
                                        Title: Administrator

                                     Dated:_____________________________


                         CERTIFICATE OF AUTHENTICATION
                         -----------------------------

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

                                        THE BANK OF NEW YORK, as the
                                           Institutional Trustee

                                        By:________________________________

                                                 Authorized Officer

                                        Dated:_____________________________

                                     A-1-3
<PAGE>

                         [FORM OF REVERSE OF SECURITY]

          Distributions payable on each Capital Security will be payable at an
annual rate of 10 7/8% (the "Coupon Rate") of the stated liquidation amount of
$1,000 per Capital Security, such rate being the rate of interest payable on the
Debentures to be held by the Institutional Trustee. Except as set forth below in
respect of an Extension Period, Distributions in arrears for more than a semi-
annual period will bear interest thereon compounded semi-annual at the Coupon
Rate (to the extent permitted by applicable law). The term "Distributions" as
used herein includes cash distributions, any such compounded interest and any
Additional Interest payable on the Debentures unless otherwise stated. A
Distribution is payable only to the extent that payments are made in respect of
the Debentures held by the Institutional Trustee and to the extent the
Institutional Trustee has funds available therefor. The amount of Distributions
payable for any period will be computed for any full semi-annual Distribution
period on the basis of a 360-day year of twelve 30-day months.

          Except as otherwise described below, Distributions on the Capital
Securities will be cumulative, will accrue from the date of original issuance
and will be payable semi-annually in arrears on March 8 and September 8 of each
year, commencing on September 8, 2000. The Debenture Issuer has the right under
the Indenture to defer payments of interest on the Debentures by extending the
interest payment period for up to 10 consecutive semi-annual periods (each, an
"Extension Period") at any time and from time to time on the Debentures, subject
to the conditions described below, although such interest would continue to
accrue on the Debentures, and Interest will accrue on such Deferred Interest, at
an annual rate equal to 10 7/8%, compounded semi-annually to the extent
permitted by law during any Extension Period. No Extension Period may end on a
date other than a Distribution Payment Date. At the end of any such Extension
Period the Debenture Issuer shall pay all Deferred Interest then accrued and
unpaid on the Debentures; provided however, that no Extension Period may extend
                          -------- -------
beyond the Maturity Date. Prior to the termination of any Extension Period, the
Debenture Issuer may further extend such period, provided that such period
together with all such previous and further consecutive extensions thereof shall
not exceed 10 consecutive semi-annual periods, or extend beyond the Maturity
Date. Upon the termination of any Extension Period and upon the payment of all
Deferred Interest, the Debenture Issuer may commence a new Extension Period,
subject to the foregoing requirements. No interest or Deferred Interest shall be
due and payable during an Extension Period, except at the end thereof, but each
installment of interest that would otherwise have been due and payable during
such Extension Period shall bear Deferred Interest. If Distributions are
deferred, the Distributions due shall be paid on the date that the related
Extension Period terminates, or, if such date is not a Distribution Payment
Date, on the immediately following Distribution Payment Date, to Holders of the
Securities as they appear on the books and records of the Trust on the record
date immediately preceding such date. Distributions on the Securities must be
paid on the dates payable (after giving effect to any Extension Period) to the
extent that the Trust has funds available for the payment of such distributions
in the Property Account of the Trust. The Trust's funds available for
Distribution to the Holders of the Securities will be limited to payments
received from the Debenture Issuer. The payment of Distributions out of moneys
held by the Trust is guaranteed by the Guarantor pursuant to the Guarantee.

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

                                     A-1-4
<PAGE>

                                  ASSIGNMENT

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

____________________

____________________

____________________

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

____________________

____________________

____________________

(Insert address and zip code of assignee), and irrevocably appoints ___________
as 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:/1/_____________________________




______________________________
/1/  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 Security 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 Security
registrar in addition to, or in substitution for, STAMP, all in accordance with
the Securities Exchange Act of 1934, as amended.

                                     A-1-5
<PAGE>

                                  EXHIBIT A-2

                      FORM OF COMMON SECURITY CERTIFICATE

          THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION.

          THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED.

           Certificate Number  c-1    Number of Common Securities 249

                    Certificate Evidencing Common Securities

                                       of

                                GBB Capital III

          GBB Capital III, 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 common securities of the Trust representing
undivided beneficial interests in the assets of the Trust (the "Common
Securities"). The designation, rights, privileges, restrictions, preferences and
other terms and provisions of the Common Securities represented hereby are
issued pursuant to, and shall in all respects be subject to, the provisions of
the Amended and Restated Declaration of Trust of the Trust dated as of March 23,
2000, among [__________] and [__________], as Administrators, The Bank of New
York (Delaware), as Delaware Trustee, The Bank of New York, as Institutional
Trustee, Greater Bay Bancorp as Sponsor and the holders from time to time of
undivided beneficial interest in the assets of the Trust including the
designation of the terms of the Common Securities as set forth in Annex I to the
Declaration, as the same may be amended from time to time (the "Declaration").
Capitalized terms used herein but not defined shall have the meaning given them
in the Declaration. The Holder is entitled to the benefits of the Guarantee to
the extent provided therein. The Sponsor will provide a copy of the Declaration,
the Guarantee and the Indenture to the Holder without charge upon written
request to the Sponsor at its principal place of business.

          As set forth in the Declaration, where an Event of Default has
occurred and continuing, the rights of Holders of Common securities to payment
in respect of Distributions and payments upon Liquidation, redemption or
otherwise are subordinated to the rights of payment of Holders of the Capital
Securities.

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

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

                                     A-2-1
<PAGE>

          This Common Security is governed by, and construed in accordance with,
the laws of the State of Delaware, without regard to principles of conflict of
laws.

                                     A-2-2
<PAGE>

          IN WITNESS WHEREOF, the Trust has executed this certificate this 23rd
day of March, 2000.

                                               GBB CAPITAL III

                                               By:______________________________
                                                  Name:
                                                  Title: Administrator

                                     A-2-3
<PAGE>

                         [FORM OF REVERSE OF SECURITY]

          Distributions payable on each Capital Security will be payable at an
annual rate of 10 7/8% (the "Coupon Rate") of the stated liquidation amount of
$1,000 per Capital Security, such rate being the rate of interest payable on the
Debentures to be held by the Institutional Trustee. Except as set forth below in
respect of an Extension Period, Distributions in arrears for more than a semi-
annual period will bear interest thereon compounded semi-annual at the Coupon
Rate (to the extent permitted by applicable law). The term "Distributions" as
used herein includes cash distributions, any such compounded interest and any
Additional Interest payable on the Debentures unless otherwise stated. A
Distribution is payable only to the extent that payments are made in respect of
the Debentures held by the Institutional Trustee and to the extent the
Institutional Trustee has funds available therefor. The amount of Distributions
payable for any period will be computed for any full semi-annual Distribution
period on the basis of a 360-day year of twelve 30-day months.

          Except as otherwise described below, Distributions on the Capital
Securities will be cumulative, will accrue from the date of original issuance
and will be payable semi-annually in arrears on March 8 and September 8 of each
year, commencing on September 8, 2000. The Debenture Issuer has the right under
the Indenture to defer payments of interest on the Debentures by extending the
interest payment period for up to 10 consecutive semi-annual periods (each, an
"Extension Period") at any time and from time to time on the Debentures, subject
to the conditions described below, although such interest would continue to
accrue on the Debentures, and Interest will accrue on such Deferred Interest, at
an annual rate equal to 10 7/8%, compounded semi-annually to the extent
permitted by law during any Extension Period. No Extension Period may end on a
date other than a Distribution Payment Date. At the end of any such Extension
Period the Debenture Issuer shall pay all Deferred Interest then accrued and
unpaid on the Debentures; provided however, that no Extension Period may extend
                          -------- -------
beyond the Maturity Date. Prior to the termination of any Extension Period, the
Debenture Issuer may further extend such period, provided that such period
together with all such previous and further consecutive extensions thereof shall
not exceed 10 consecutive semi-annual periods, or extend beyond the Maturity
Date. Upon the termination of any Extension Period and upon the payment of all
Deferred Interest, the Debenture Issuer may commence a new Extension Period,
subject to the foregoing requirements. No interest or Deferred Interest shall be
due and payable during an Extension Period, except at the end thereof, but each
installment of interest that would otherwise have been due and payable during
such Extension Period shall bear Deferred Interest. If Distributions are
deferred, the Distributions due shall be paid on the date that the related
Extension Period terminates, or, if such date is not a Distribution Payment
Date, on the immediately following Distribution Payment Date, to Holders of the
Securities as they appear on the books and records of the Trust on the record
date immediately preceding such date. Distributions on the Securities must be
paid on the dates payable (after giving effect to any Extension Period) to the
extent that the Trust has funds available for the payment of such distributions
in the Property Account of the Trust. The Trust's funds available for
Distribution to the Holders of the Securities will be

                                     A-2-4
<PAGE>

limited to payments received from the Debenture Issuer. The payment of
Distributions out of moneys held by the Trust is guaranteed by the Guarantor
pursuant to the Guarantee.

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

                                     A-2-5
<PAGE>

                                  ASSIGNMENT

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

___________________

___________________

___________________

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

___________________

___________________

___________________

          (Insert address and zip code of assignee), and irrevocably appoints
___________ as 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:/2/



______________________________
/2/  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 Security 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 Security
registrar in addition to, or in substitution for, STAMP, all in accordance with
the Securities Exchange Act of 1934, as amended.

                                     A-2-6
<PAGE>

                                                                       EXHIBIT B
                         FORM OF TRANSFEREE CERTIFICATE
                 TO BE EXECUTED BY TRANSFEREES OTHER THAN QIBS

                                                             __________, [     ]

[Sponsor].
[Trust]
[Address]

Re:  Purchase of $1,000 stated liquidation amount of Fixed Rate Capital Trust
     Pass-through Securities(R) (TruPS)(R)(the "Capital Securities") of
     ------------------------------------------------------------------------
     [Trust]
     -------

Ladies and Gentlemen:

          In connection with our purchase of the Capital Securities we confirm
that:

          1.   We understand that the Fixed Rate Capital Trust Pass-through
Securities(SM) (the "Capital Securities") (including the guarantee (the
"Guarantee") of [__________] ("[___________]") executed in connection therewith)
and the Fixed Rate Junior Subordinated Deferrable Interest Debentures due 2030
(the "Subordinated Debt Securities") of [________] (the "Company") (the Capital
Securities, the Guarantee and the Subordinated Debt Securities together being
referred to herein as "Offered Securities"), have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), and may not be
offered or sold except as permitted in the following sentence. We agree on our
own behalf and on behalf of any investor account for which we are purchasing the
Offered Securities that, if, we decide to offer, sell or otherwise transfer any
such Offered Securities, such offer, sale or transfer will be made only (a) to
[_________] or [________], (b) pursuant to Rule 144A under the Securities Act,
to a person we reasonably believe is a qualified institutional buyer under Rule
144A (a "QIB") that purchases for its own account or for the account of a QIB
and to whom notice is given that the transfer is being made in reliance on Rule
144A, (c) to an "accredited investor" with the meaning of subparagraph (a) (1),
(2), (3) or (7) of Rule 501 under the Securities Act that is acquiring Offered
Securities for its own account or for the account of such an accredited investor
for investment purposes and not with a view to, or for offer or sale in
connection with, any distribution thereof in violation of the Securities Act, or
(d) pursuant to another available exemption from the registration requirements
of the Securities Act, subject in each of the foregoing cases to any
requirements of law that the disposition of our property or compliance with any
applicable state securities laws. The foregoing restrictions on resale will not
apply subsequent to the Resale Restriction Termination Date. If any resale or
other transfer of the Offered Securities is proposed to be made pursuant to
clause (c) or (d) above the transferor shall deliver a letter from the
transferee substantially in the form of this letter to [________________] as
Transfer Agent, which shall provide as applicable, among other things, that the
transferee is an "accredited investor" within the meaning of subparagraph (a)
(1), (2), (3) or (7) of Rule 501 under the Securities Act that is acquiring such
Securities for investment purposes and not for distribution in violation of the
Securities Act. We acknowledge on our behalf and on behalf of any investor
account for which we are purchasing Securities that the [______] and
[__________]

                                      B-1
<PAGE>

reserve the right prior to any offer, sale or other transfer pursuant to clauses
(d) or (e) to require the delivery of any opinion of counsel, certifications
and/or other information satisfactory to the Trust and the Company. We
understand that the certificates for any Offered Security that we receive will
bear a legend substantially to the effect of the foregoing.

          2.   We are an "accredited investor" with the meaning of subparagraph
(a) (1), (2), (3) or (7) of Rule 501 under the Securities Act purchasing for our
own account or for the account of such an "accredited investor," and we are
acquiring the Offered Securities for the investment purposes and not with view
to, or for offer or sale in connection with, any distribution in violation of
the Securities Act and we have such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of our
investment in the Offered Securities, and we and any account for which we are
acting are each able to bear the economic risks of our or its investment.

          3.   We are acquiring the Offered Securities purchased by us for our
own account (or for one or more accounts as to each of which we exercise sole
investment discretion and have authority to make, and do make, the statements
contained in this letter) and not with a view to any distribution of the Offered
Securities, subject, nevertheless, to the understanding that the disposition of
our property will at all times be and remain within our control.

          4.   In the event that we purchase any Capital Securities or any
Subordinated Debt Securities, we will acquire such Capital Securities having an
aggregate stated liquidation amount of not less than $1,000 or such Subordinated
Debt Securities having an aggregate principal amount not less than $1,000, for
our own account and for each separate account for which we are acting.

          5.   We acknowledge that we either (A) are not a fiduciary of a
pension, profit-sharing or other employee benefit plan subject to the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") (a "Plan"), or an
entity whose assets include "plan assets" by reason of any Plan's investment in
the entity and are not purchasing the Offered Securities on behalf of or with
"plan assets" by reason of any Plan's investment in the entity and is not
purchasing the Offered Securities on behalf of or with "plan assets" of any Plan
or (B) are eligible for the exemptive relief available under one ore more of the
following prohibited transaction class exemptions ("PTCEs") issued by the U.S.
Department of Labor:  PTCE 96-23, 95-60, 91-38, 90-1 or 84-14.

          6.   We acknowledge that [_________] and [_______] and others will
rely upon the truth and accuracy of the foregoing acknowledges, representations,
warranties and agreements and agree that if any of the acknowledgments,
representations, warranties and agreements deemed to have been made by our
purchase of the Offered Securities are no longer accurate, we shall promptly
notify the Initial Purchasers. If we are acquiring any Offered Securities as a
fiduciary or agent for one or more investor accounts, we represent that we have
sole discretion with respect to each such investor account and that we have full
power to make the foregoing acknowledgments, representations and agreement on
behalf of each such investor account.

                                      B-2
<PAGE>

                                                  Very truly yours,


                                                  ___________________________
                                                     (Name of Purchaser)

                                                  By:________________________

                                                  Date:______________________

          Upon transfer of the Offered Securities would be registered in the
name of the new beneficial owner as follows.

Name:_________________________

Address:______________________

Taxpayer ID Number:___________

                                      B-3
<PAGE>

                                                                       EXHIBIT C

                        FORM OF TRANSFEREE CERTIFICATE
                            TO BE EXECUTED FOR QIBs

                                                             __________, [     ]

[Sponsor]
[Trust]
[Address]

Re:  Purchase of $1,000 stated liquidation amount of Fixed Rate Capital Trust
     Pass-through Securities(R) (Trups)(R) (the "Capital Securities") of [Trust]
     ---------------------------------------------------------------------------

          Reference is hereby made to the Amended and Restated Declaration dated
as of March 23, 2000 (the "Declaration") among [____________] and [__________],
as Administrators, The Bank of New York (Delaware), as Delaware Trustee, The
Bank of New York, as Institutional Trustee, [___________], as Sponsor, and the
holders from time to time of undivided beneficial interest in the assets of
[Trust].  Capitalized terms used but not defined herein shall have the meanings
given them in the Declaration.

          This letter relates to $[_______________] aggregate liquidation amount
of Capital Securities which are held in the name of [name of transferor] (the
"Transferor").

          In connection with such request, and in respect to such Capital
Securities, the transferor does hereby certify that such Capital Securities are
being transferred in accordance with (i) the transfer restrictions set forth in
the Capital Securities and (ii) Rule 144A under the United States Securities Act
of 1933, as amended ("Rule 144A"), to a transferee that the Transferor
reasonably believes is purchasing the Capital Securities for its own account or
an account with respect to which the transferee exercises sole investment
discretion and the transferee and any such account is a "qualified institutional
buyer" within the meaning of Rule 144A, in a transaction meeting the
requirements of Rule 144A and in accordance with applicable securities laws of
any state of the United States or any other jurisdiction.

          You are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in
any administrative or legal proceeding or official inquiry with respect to the
matters covered hereby.


                                    ______________________________________
                                      (Name of Transferor)

                                    By:___________________________________
                                       Name:_________________________
                                       Title:________________________

                                   Date:__________________________________

                                      C-1
<PAGE>

                                   EXHIBIT D

                         SPECIMEN OF INITIAL DEBENTURE


                                      D-1
<PAGE>

                                   EXHIBIT E

                              PLACEMENT AGREEMENT

                                      E-1