<PAGE>   1
                                                                     EXHIBIT 4.1



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





                        AMENDED AND RESTATED DECLARATION

                                    OF TRUST


                         FIRST KEYSTONE CAPITAL TRUST I


                          Dated as of August 26, 1997





           =========================================================
<PAGE>   2
                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                                      Page
                                                                                                                      ----
         <S>              <C>                                                                                           <C>
                                                              ARTICLE I
                                                    INTERPRETATION AND DEFINITIONS

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

                                                              ARTICLE II
                                                         TRUST INDENTURE ACT

         SECTION 2.1      Trust Indenture Act; Application  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    9
                          --------------------------------
         SECTION 2.2      Lists of Holders of Securities  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10
                          ------------------------------
         SECTION 2.3      Reports by the Property Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10
                          -------------------------------
         SECTION 2.4      Periodic Reports to Property Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . .   10
                          ------------------------------------
         SECTION 2.5      Evidence of Compliance with Conditions Precedent  . . . . . . . . . . . . . . . . . . . . .   11
                          ------------------------------------------------
         SECTION 2.6      Events of Default; Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   11
                          -------------------------
         SECTION 2.7      Event of Default; Notice  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   13
                          ------------------------

                                                             ARTICLE III
                                                             ORGANIZATION

         SECTION 3.1      Name  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   14
                          ----
         SECTION 3.2      Office  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   14
                          ------
         SECTION 3.3      Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   14
                          -------
         SECTION 3.4      Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   14
                          ---------
         SECTION 3.5      Title to Property of the Trust  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   15
                          ------------------------------
         SECTION 3.6      Powers and Duties of the Administrative Trustees  . . . . . . . . . . . . . . . . . . . . .   15
                          ------------------------------------------------
         SECTION 3.7      Prohibition of Actions by the Trust and the Trustees  . . . . . . . . . . . . . . . . . . .   18
                          ----------------------------------------------------
         SECTION 3.8      Powers and Duties of the Property Trustee . . . . . . . . . . . . . . . . . . . . . . . . .   19
                          -----------------------------------------
         SECTION 3.9      Certain Duties and Responsibilities of the Property Trustee . . . . . . . . . . . . . . . .   21
                          -----------------------------------------------------------
         SECTION 3.10      Certain Rights of Property Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
                           ----------------------------------
         SECTION 3.11     Delaware Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   25
                          ----------------
         SECTION 3.12     Execution of Documents  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   26
                          ----------------------
         SECTION 3.13     Not Responsible for Recitals or Issuance of Securities  . . . . . . . . . . . . . . . . . .   26
                          ------------------------------------------------------
         SECTION 3.14     Duration of Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   26
                          -----------------
         SECTION 3.15     Mergers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   26
                          -------

                                                              ARTICLE IV
                                                               SPONSOR

         SECTION 4.1      Sponsor's Purchase of Common Securities . . . . . . . . . . . . . . . . . . . . . . . . . .   28
                          ---------------------------------------
         SECTION 4.2      Responsibilities of the Sponsor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   28
                          -------------------------------
         SECTION 4.3      Right to Proceed  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   29
                          ----------------
</TABLE>





                                       i
<PAGE>   3
<TABLE>
<CAPTION>
                                                                                                                      Page
                                                                                                                      ----
         <S>              <C>                                                                                           <C>
                                                              ARTICLE V
                                                               TRUSTEES

         SECTION 5.1      Number of Trustees: Appointment of Co-Trustee . . . . . . . . . . . . . . . . . . . . . . .   29
                          ---------------------------------------------
         SECTION 5.2      Delaware Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   30
                          ----------------
         SECTION 5.3      Property Trustee; Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   30
                          -----------------------------
         SECTION 5.4      Certain Qualifications of Administrative Trustees and Delaware Trustee Generally  . . . . .   31
                          --------------------------------------------------------------------------------
         SECTION 5.5      Administrative Trustees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   31
                          -----------------------
         SECTION 5.6      Delaware Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   32
                          -----------------
         SECTION 5.7      Appointment, Removal and Resignation of Trustees  . . . . . . . . . . . . . . . . . . . . .   32
                          ------------------------------------------------
         SECTION 5.8      Vacancies among Trustees  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   34
                          ------------------------
         SECTION 5.9      Effect of Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   34
                          -------------------
         SECTION 5.10     Meetings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   34
                          --------
         SECTION 5.11     Delegation of Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   35
                          -------------------
         SECTION 5.12     Merger, Conversion, Consolidation or Succession to Business . . . . . . . . . . . . . . . .   35
                          -----------------------------------------------------------

                                                              ARTICLE VI
                                                            DISTRIBUTIONS

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

                                                             ARTICLE VII
                                                        ISSUANCE OF SECURITIES

         SECTION 7.1      General Provisions Regarding Securities . . . . . . . . . . . . . . . . . . . . . . . . . .   36
                          ---------------------------------------
         SECTION 7.2      Execution and Authentication  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   37
                          ----------------------------
         SECTION 7.3      Form and Dating . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   37
                          ---------------
         SECTION 7.4      Registrar, Paying Agent and Exchange Agent  . . . . . . . . . . . . . . . . . . . . . . . .   39
                          ------------------------------------------
         SECTION 7.5      Paying Agent to Hold Money in Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . .   40
                          -----------------------------------
         SECTION 7.6      Replacement Securities  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   40
                          ----------------------
         SECTION 7.7      Outstanding Capital Securities  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   40
                          ------------------------------
         SECTION 7.8      Capital Securities in Treasury  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   41
                          ------------------------------
         SECTION 7.9      Temporary Securities  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   41
                          --------------------
         SECTION 7.10     Cancellation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   42
                          ------------
         SECTION 7.11     CUSIP Numbers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   42
                          -------------
</TABLE>





                                       ii
<PAGE>   4
<TABLE>
<CAPTION>
                                                                                                                      Page
                                                                                                                      ----
         <S>              <C>                                                                                           <C>
                                                             ARTICLE VIII
                                                         DISSOLUTION OF TRUST

         SECTION 8.1      Dissolution of Trust  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   43
                          --------------------

                                                              ARTICLE IX
                                                        TRANSFER OF INTERESTS

         SECTION 9.1      Transfer of Securities  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   44
                          ----------------------
         SECTION 9.2      Transfer Procedures and Restrictions  . . . . . . . . . . . . . . . . . . . . . . . . . . .   44
                          ------------------------------------
         SECTION 9.3      Deemed Security Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   53
                          -----------------------
         SECTION 9.4      Book Entry Interests  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   54
                          --------------------
         SECTION 9.5      Notices to Clearing Agency  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   54
                          --------------------------
         SECTION 9.6      Appointment of Successor Clearing Agency  . . . . . . . . . . . . . . . . . . . . . . . . .   54
                          ----------------------------------------

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

         SECTION 10.1     Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   55
                          ---------
         SECTION 10.2     Exculpation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   55
                          -----------
         SECTION 10.3     Fiduciary Duty  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   56
                          --------------
         SECTION 10.4     Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   57
                          ---------------
         SECTION 10.5     Outside Businesses  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   60
                          ------------------
         SECTION 10.6     Compensation; Fees  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   60
                          ------------------

                                                              ARTICLE XI
                                                              ACCOUNTING


         SECTION 11.1     Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   61
                          -----------
         SECTION 11.3     Banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   62
                          -------
         SECTION 11.4     Withholding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   62
                          -----------

                                                             ARTICLE XII
                                                       AMENDMENTS AND MEETINGS

         SECTION 12.1     Amendments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   62
                          ----------
         SECTION 12.2     Meetings of the Holders; Action by Written Consent  . . . . . . . . . . . . . . . . . . . .   64
                          --------------------------------------------------
</TABLE>





                                      iii
<PAGE>   5
<TABLE>
<CAPTION>
                                                                                                                      Page
                                                                                                                      ----
<S>                                                                                                                   <C>
                                                             ARTICLE XIII
                                                 REPRESENTATIONS OF PROPERTY TRUSTEE
                                                         AND DELAWARE TRUSTEE

         SECTION 13.1     Representations and Warranties of Property Trustee  . . . . . . . . . . . . . . . . . . . .   66
                          --------------------------------------------------
         SECTION 13.2     Representations and Warranties of Delaware Trustee  . . . . . . . . . . . . . . . . . . . .   66
                          --------------------------------------------------

                                                             ARTICLE XIV
                                                         REGISTRATION RIGHTS

         SECTION 14.1     Registration Rights Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   67
                          -----------------------------

                                                              ARTICLE XV
                                                            MISCELLANEOUS

         SECTION 15.1     Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   67
                          -------
         SECTION 15.2     Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   69
                          -------------
         SECTION 15.3     Intention of the Parties  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   69
                          ------------------------
         SECTION 15.4     Headings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   69
                          --------
         SECTION 15.5     Successors and Assigns  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   69
                          ----------------------
         SECTION 15.6     Partial Enforceability  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   69
                          ----------------------
         SECTION 15.7     Counterparts  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   70
                          ------------


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





                                       iv
<PAGE>   6
                             CROSS-REFERENCE TABLE*


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

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





                                       v
<PAGE>   7
                              AMENDED AND RESTATED
                              DECLARATION OF TRUST
                                       OF
                         FIRST KEYSTONE CAPITAL TRUST I





                 AMENDED AND RESTATED DECLARATION OF TRUST ("Declaration")
dated and effective as of August 26, 1997, by the Trustees (as defined herein),
the Sponsor (as defined herein) and by the holders, from time to time, of
undivided beneficial interests in the Trust to be issued pursuant to this
Declaration;

                 WHEREAS, certain of the Trustees and the Sponsor established
First Keystone Capital Trust I (the "Trust"), a trust created under the
Delaware Business Trust Act pursuant to a Declaration of Trust dated as of
August 20, 1997 (the "Original Declaration"), and a Certificate of Trust filed
with the Secretary of State of the State of Delaware on August 20, 1997, for
the sole purpose of issuing and selling certain securities representing
undivided beneficial interests in the assets of the Trust and investing the
proceeds thereof in certain Debentures of the Debenture Issuer (each as
hereinafter defined), and engaging in only those other activities necessary,
advisable or incidental thereto; and

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

                 NOW, THEREFORE, it being the intention of the parties hereto
to continue the Trust as a statutory business trust under the Business Trust
Act and that this Declaration constitute the governing instrument of such
business trust, the Trustees declare that all assets contributed to the Trust
will be held in trust for the benefit of the holders, from time to time, of the
securities representing undivided beneficial interests in the assets of the
Trust issued hereunder, subject to the provisions of this Declaration.
<PAGE>   8
                                   ARTICLE I
                         INTERPRETATION AND DEFINITIONS

SECTION 1.1      Definitions.

                 Unless the context otherwise requires:

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

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

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

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

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

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

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

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

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

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

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

                 "Business Day" means any day other than a Saturday or a Sunday
or a day on which banking institutions in the City of New York or the City of
Media, Pennsylvania are authorized or required by law or executive order to
close.





                                       2
<PAGE>   9
                 "Business Trust Act" means Chapter 38 of Title 12 of the
Delaware Code, 12 Del. Code Section 3801 et seq., as it may be amended from
time to time, or any successor legislation.

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

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

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

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

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

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

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

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

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

                 "Common Securities Guarantee" means the guarantee agreement
dated as of August 26, 1997 of the Sponsor in respect of the Common Securities.

                 "Company Indemnified Person" means (a) any Administrative
Trustee; (b) any Affiliate of any Administrative Trustee; (c) any officers,
directors, shareholders, members,





                                       3
<PAGE>   10
partners, employees, representatives or agents of any Administrative Trustee;
or (d) any officer, employee or agent of the Trust or its Affiliates.

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

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

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

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

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

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

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

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

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

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

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

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

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





                                       4
<PAGE>   11
                 "Exchange Agent" has the meaning set forth in Section 7.4.

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

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

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

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

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

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

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

                 "Indenture" means the Indenture dated as of August 26, 1997,
among the Debenture Issuer and the Debenture Trustee, as amended from time to
time.

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

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

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

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

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

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





                                       5
<PAGE>   12
Securities voting separately as a class, who are the record owners of more than
50% of the aggregate liquidation amount of all outstanding Securities of the
relevant class.

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

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

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

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

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

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

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

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

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

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

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

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

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





                                       6
<PAGE>   13
                 "Purchase Agreement" means the Purchase Agreement for the
initial offering and sale of Capital Securities in the form of Exhibit C.

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

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

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

                 "Registration Rights Agreement" means the Registration Rights
Agreement dated as of August 26, 1997, by and among the Trust, the Debenture
Issuer and the initial purchaser named therein, as amended from time to time.

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

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

                 "Responsible Officer" means any officer within the Corporate
Trust Office of the Property Trustee with direct responsibility for the
administration of this Declaration and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of that officer's knowledge of and familiarity with the particular
subject.
 
                 "Restricted Definitive Capital Securities" has the meaning set
forth in Section  7.3(c).

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

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

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

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





                                       7
<PAGE>   14
                 "Rule 144A" means Rule 144A under the Securities Act, as such
rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission.

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

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

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

                 "Series A Capital Securities" has the meaning specified in
Section 7.1(a) and may be alternatively referred to as the 9.70% Capital
Securities.

                 "Series A Capital Securities Guarantee" means the guarantee
agreement dated as of August 26, 1997, by the Sponsor in respect of the Series
A Capital Securities.

                 "Series A Debentures" means the Series A 9.70% Junior
Subordinated Deferrable Interest Debentures due August 15, 2027 of the
Debenture Issuer issued pursuant to the Indenture.

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

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

                 "Series B Debentures" means the Series B 9.70% Junior
Subordinated Deferrable Interest Debentures due August 15, 2027 of the
Debenture Issuer issued pursuant to the Indenture.

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

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

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

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





                                       8
<PAGE>   15
                 "10% in liquidation amount" means, with respect to the Trust
Securities, except as provided in the terms of the Capital Securities or by the
Trust Indenture Act, Holder(s) of outstanding Trust Securities voting together
as a single class or, as the context may require, Holders of outstanding
Capital Securities or Holders of outstanding Common Securities voting
separately as a class, who are the record owners of 10% or more of the
aggregate liquidation amount of all outstanding Securities of the relevant
class.

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

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

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

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


                                   ARTICLE II
                              TRUST INDENTURE ACT

SECTION 2.1      Trust Indenture Act; Application.

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

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

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





                                       9
<PAGE>   16
                 (d)        The application of the Trust Indenture Act to this
Declaration shall not affect the nature of the Securities as equity securities
representing undivided beneficial interests in the assets of the Trust.

SECTION 2.2      Lists of Holders of Securities.

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

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

SECTION 2.3      Reports by the Property Trustee.

                 Within 60 days after May 15 of each year, commencing May 15,
1998, the Property Trustee shall provide to the Holders of the Capital
Securities such reports as are required by Section 313 of the Trust Indenture
Act, if any, in the form and in the manner provided by Section 313 of the Trust
Indenture Act.  The Property Trustee shall also comply with the requirements of
Section 313(d) of the Trust Indenture Act.

SECTION 2.4      Periodic Reports to Property Trustee.

                 Each of the Sponsor and the Administrative Trustees on behalf
of the Trust shall provide to the Property Trustee such documents, reports and
information as are required by Section 314 (if any) and the compliance
certificate required by Section 314 of the Trust Indenture Act in the form, in
the manner and at the times required by Section 314(a)(4) of the Trust
Indenture Act, such compliance certificate to be delivered annually on or
before 120 days after the end of each fiscal year of the Sponsor.  Delivery of
such documents, reports and information to the Property Trustee is for
informational purposes only and the Property Trustee's receipt of such shall
not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the





                                       10
<PAGE>   17
Sponsor's compliance with any of its covenants hereunder (as to which the
Property Trustee is entitled to rely exclusively on Officers' Certificates).

SECTION 2.5      Evidence of Compliance with Conditions Precedent.

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

SECTION 2.6      Events of Default; Waiver.

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

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

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

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

The Holders of a Majority in liquidation amount of the Capital Securities shall
have the right to direct the time, method and place of conducting any
proceeding for any remedy





                                       11
<PAGE>   18
available to the Property Trustee or to direct the exercise of any trust or
power conferred upon the Property Trustee, including the right to direct the
Property Trustee to exercise the remedies available to it as holder of the
Debentures, provided however, that (subject to the provisions of Section 3.9)
the Property Trustee shall have the right to decline to follow any such
direction if the Property Trustee shall determine that the action so directed
would be unjustly prejudicial to the Holders not taking part in such direction
or if the Property Trustee, being advised by counsel, determines that the
action of proceeding so directed may not lawfully be taken or if the Property
Trustee, in good faith, by its board of directors or trustees, executive
committee, or a trust committee of directors or trustees and/or Responsible
Officers, shall determine that the action or proceedings so directed would
involve the Property Trustee in personal liability.

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

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

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

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





                                       12
<PAGE>   19
to any subsequent or other default or Event of Default with respect to the
Common Securities or impair any right consequent thereon.

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

SECTION 2.7      Event of Default; Notice.

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

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

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

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

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





                                       13
<PAGE>   20

                                  ARTICLE III
                                  ORGANIZATION

SECTION 3.1      Name.

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

SECTION 3.2      Office.

                 The address of the principal office of the Trust is c/o First
Keystone Financial, Inc., 22 West State Street, Media, Pennsylvania 19063.  On
ten Business Days written notice to the Delaware Trustee, the Property Trustee
and the Holders of Securities, the Administrative Trustees may designate
another principal office.

SECTION 3.3      Purpose.

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

SECTION 3.4      Authority.

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





                                       14
<PAGE>   21
SECTION 3.5      Title to Property of the Trust.

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

SECTION 3.6      Powers and Duties of the Administrative Trustees.

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

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

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

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

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

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

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





                                       15
<PAGE>   22
                 (v)        if required, execute and file with the Commission a
         registration statement on Form 8-A, including any amendments thereto,
         prepared by the Sponsor, relating to the registration of the Capital
         Securities under Section 12(g) of the Exchange Act; and

                 (vi)       execute and enter into the Common Securities
         Guarantee and the Debenture Subscription Agreement dated as of August
         26, 1997 between the Sponsor and the Trust, the Common Securities
         Subscription Agreement dated as of August 26, 1997, between the
         Sponsor and the Trust, and the Registration Rights Agreement providing
         for the sale and registration of the Capital Securities;

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

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

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

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

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

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

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





                                       16
<PAGE>   23
                 (j)        to give the certificate required by Section
314(a)(4) of the Trust Indenture Act to the Property Trustee, which certificate
may be executed by any Administrative Trustee;

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

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

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

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

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

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

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

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

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

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





                                       17
<PAGE>   24
                 (r)        to execute all documents or instruments, perform
all duties and powers, and do all things for and on behalf of the Trust in all
matters necessary or incidental to the foregoing.

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

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

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

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

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

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

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

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

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

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

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

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

                 (vii)      other than as provided in this Declaration or Annex
         I, (A) direct the time, method and place of conducting any proceeding
         with respect to any remedy





                                       18
<PAGE>   25
         available to the Debenture Trustee, or exercising any trust or power
         conferred upon the Debenture Trustee with respect to the Debentures,
         (B) waive any past default that is waivable under the Indenture or (C)
         exercise any right to rescind or annul any declaration that the
         principal of all the Debentures shall be due and payable; or

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

SECTION 3.8      Powers and Duties of the Property Trustee.

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

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

                 (c)        The Property Trustee shall:

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

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





                                       19
<PAGE>   26
                 (iii)      upon written notice of distribution issued by the
         Administrative Trustees in accordance with the terms of the
         Securities, engage in such ministerial activities as shall be
         necessary or appropriate to effect the distribution of the Debentures
         to Holders upon the occurrence of certain events.

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

                 (e)        Subject to Section 3.9(a), the Property Trustee
shall take any Legal Action which arises out of or in connection with an Event
of Default of which a Responsible Officer has actual knowledge or the Property
Trustee's duties and obligations under this Declaration or the Trust Indenture
Act.  If an Event of Default has occurred and is continuing and such event is
attributable to the failure of the Debenture Issuer to pay the principal of or
premium, if any, or interest (including Compounded Interest and Additional
Sums, if any) or Liquidated Damages, if any, on the Debentures on the date such
principal, premium, if any, or interest (including Compounded Interest and
Additional Sums, if any) or Liquidated Damages, if any, is otherwise payable
(or in the case of redemption, on the redemption date), then a Holder of
Capital Securities may directly institute a proceeding for enforcement of
payment to such Holder of the principal of or premium, if any, or interest
(including Compounded Interest and Additional Sums, if any) or Liquidated
Damages, if any, on the Debentures having a principal amount equal to the
aggregate liquidation amount of the Capital Securities of such Holder (a
"Direct Action") on or after the respective due date specified in the
Debentures.  In connection with such Direct Action, the rights of the Holders
of the Common Securities will be subrogated to the rights of such Holder of
Capital Securities to the extent of any payment made by the Debenture Issuer to
such Holder of Capital Securities in such Direct Action.  Except as provided in
the preceding sentence, the Holders of Capital Securities will not be able to
exercise directly any other remedy available to the holders of the Debentures.

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

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

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

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





                                       20
<PAGE>   27
                 (h)        The Property Trustee shall be authorized to
undertake any actions set forth in Section 317(a) of the Trust Indenture Act.

                 (i)        For such time as the Property Trustee is the Paying
Agent, the Property Trustee may authorize one or more Persons to act as
additional Paying Agents and to pay Distributions, redemption payments or
liquidation payments on behalf of the Trust with respect to all Securities and
any such Paying Agent shall comply with Section 317(b) of the Trust Indenture
Act.  Any such additional Paying Agent may be removed by the Property Trustee
at any time the Property Trustee remains as Paying Agent and a successor Paying
Agent or additional Paying Agents may be (but are not required to be) appointed
at any time by the Property Trustee while the Property Trustee is so acting as
Paying Agent.

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

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

SECTION 3.9      Certain Duties and Responsibilities of the Property Trustee.

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

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

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

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





                                       21
<PAGE>   28
                 performance of such duties and obligations as are specifically
                 set forth in this Declaration and in the Securities, and no
                 implied covenants or obligations shall be read into this
                 Declaration or the Securities against the Property Trustee; and

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

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

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

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

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

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





                                       22
<PAGE>   29
                 (vii)      the Property Trustee shall not be liable for any
         interest on any money received by it except as it may otherwise agree
         in writing with the Sponsor.  Money held by the Property Trustee need
         not be segregated from other funds held by it except in relation to
         the Property Trustee Account maintained by the Property Trustee
         pursuant to Section 3.8(c)(i) and except to the extent otherwise
         required by law;

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

                 (ix) the Trustee shall not be deemed to have notice of any
         Event of Default unless a Responsible Officer of the Trustee has
         actual knowledge thereof or unless written notice of any event which
         is in fact such a default is received by the Trustee at the Corporate
         Trust Office of the Trustee, and such notice references the Securities
         and this Indenture.

SECTION 3.10     Certain Rights of Property Trustee.

                 (a)        Subject to the provisions of Section 3.9:

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

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

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

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





                                       23
<PAGE>   30
         or any filing under tax or securities laws) or any rerecording,
         refiling or registration thereof;

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

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

                 (vii)      the Property Trustee shall not be bound to make any
         investigation into the facts or matters stated in any resolution,
         certificate, statement, instrument, opinion, report, notice, request,
         direction, consent, order, bond, debenture, note, other evidence of
         indebtedness or other paper or document, but the Property Trustee, in
         its discretion, may make such further inquiry or investigation into
         such facts or matters as it may see fit, and, if the Trustee shall
         determine to make such further inquiry or investigation, it shall be
         entitled to examine the books, records and premises of the Company,
         personally or by agent or attorney at the sole cost of the Company and
         shall incur no liability or additional liability of any kind by reason
         of such inquiry or investigation;

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

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





                                       24
<PAGE>   31
         agents alone shall be sufficient and effective to perform any such
         action and no third party shall be required to inquire as to the
         authority of the Property Trustee to so act or as to its compliance
         with any of the terms and provisions of this Declaration, both of
         which shall be conclusively evidenced by the Property Trustee's or its
         agent's taking such action;

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

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

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

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

SECTION 3.11     Delaware Trustee.

                 Notwithstanding any other provision of this Declaration other
than Section 5.2, the Delaware Trustee shall not be entitled to exercise any
powers, nor shall the Delaware Trustee have any of the duties and
responsibilities of the Administrative Trustees or the Property Trustee
described in this Declaration.  Except as set forth in Section 5.2, the
Delaware Trustee shall be a Trustee for the sole and limited purpose of
fulfilling the requirements of Section 3807 of the Business Trust Act.  In the
event the Delaware Trustee shall





                                       25
<PAGE>   32
at any time be required to take any action or perform any duty hereunder, the
Delaware Trustee shall be entitled to the benefits of Section 3.9(b)(ii)-(viii)
and Section 3.10.  No implied covenants or obligations shall be read into this
Declaration against the Delaware Trustee.

SECTION 3.12     Execution of Documents.

                 Except as otherwise required by the Business Trust Act or this
Declaration, any Administrative Trustee is authorized to execute on behalf of
the Trust any documents that the Administrative Trustees have the power and
authority to execute pursuant to Section 3.6; provided that any Registration
Statements contemplated by the Registration Rights Agreement and referred to in
Section 3.6(b)(i), including any amendments thereto, shall be signed by all of
the Administrative Trustees.

SECTION 3.13     Not Responsible for Recitals or Issuance of Securities.

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

SECTION 3.14     Duration of Trust.

                 The Trust, unless dissolved pursuant to the provisions of
Article VIII hereof, shall have existence up to August 20, 2028.

SECTION 3.15     Mergers.

                 (a)        The Trust may not merge with or into, consolidate,
amalgamate or be replaced by, or convey, transfer or lease its properties and
assets substantially as an entirety to any Person, except as described in
Section 3.15(b) and (c) of this Trust Agreement or Section 3 of Annex I.

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

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





                                       26
<PAGE>   33
                            (A)     expressly assumes all of the obligations of
                 the Trust under the Securities; or

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

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

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

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

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

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

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

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

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





                                       27
<PAGE>   34
                 (viii) the Sponsor or any permitted successor or assignee owns
         all of the common securities of such Successor Entity and guarantees
         the obligations of such Successor Entity under the Successor
         Securities at least to the extent provided by the Capital Securities
         Guarantee and the Common Securities Guarantee; and

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

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


                                   ARTICLE IV
                                    SPONSOR

SECTION 4.1      Sponsor's Purchase of Common Securities.

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

SECTION 4.2      Responsibilities of the Sponsor.

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

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

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





                                       28
<PAGE>   35
                 (c)        if deemed necessary or advisable by the Sponsor, to
prepare for filing by the Trust an application to permit the Capital Securities
to trade or be quoted or listed in or on the PORTAL market, or any other
securities exchange, quotation system or the Nasdaq Stock Market's National
Market;

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

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

SECTION 4.3      Right to Proceed.

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


                                  ARTICLE V
                                   TRUSTEES

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

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

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

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

provided, however, that, the number of Trustees shall in no event be less than
two (2); provided further that (1) one Trustee shall satisfy the requirements
of the Delaware Trustee pursuant to Section 5.2; (2) there shall be at least
one Trustee who is an officer of the Sponsor (an "Administrative Trustee"); and
(3) one Trustee shall be the Property Trustee for so long as this Declaration
is required to qualify as an indenture under the Trust Indenture Act, and such
Trustee may also serve as Delaware Trustee if it meets the applicable
requirements.  Notwithstanding the above, unless an Event of Default shall have
occurred and be continuing, at any time or times, for the purpose of meeting
the legal requirements





                                       29
<PAGE>   36
of the Trust Indenture Act or of any jurisdiction in which any part of the
Trust's property may at the time be located, the Holders of a Majority in
liquidation amount of the Common Securities acting as a class at a meeting of
the Holders of the Common Securities, and the Administrative Trustees shall
have power to appoint one or more Persons either to act as a co-trustee,
jointly with the Property Trustee, of all or any part of the Trust's property,
or to act as separate trustee of any such property, in either case with such
powers as may be provided in the instrument of appointment, and to vest in such
Person or Persons in such capacity any property, title, right or power deemed
necessary or desirable, subject to the provisions of this Declaration.  In case
an Event of Default has occurred and is continuing, the Property Trustee alone
shall have power to make any such appointment of a co-trustee.

SECTION 5.2      Delaware Trustee.

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

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

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

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

SECTION 5.3      Property Trustee; Eligibility.

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

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

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





                                       30
<PAGE>   37
                 (b)        If at any time the Property Trustee shall cease to
be eligible to so act under Section 5.3(a), the Property Trustee shall
immediately resign in the manner and with the effect set forth in Section
5.7(c).

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

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

                 (e)        The initial Property Trustee shall be:

                            The Bank of New York
                            101 Barclay Street, 21st Floor West
                            New York, New York 10286
                            Attention:     Corporate Trust Trustee
                                              Administration 

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

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

SECTION 5.5      Administrative Trustees.

                 The initial Administrative Trustees shall be:

                                    Donald S. Guthrie
                                    Thomas M. Kelly
                                    Donald A. Purdy

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

                 (b)        An Administrative Trustee shall have the authority
set forth in Section 3.12 to execute on behalf of the Trust any documents which
the Administrative Trustees have the power and authority to cause the Trust to
execute pursuant to Section 3.6.





                                       31
<PAGE>   38
                 (c)        An Administrative Trustee may, by power of attorney
consistent with applicable law, delegate to any other natural person over the
age of 21 his or her power for the purposes of signing any documents which the
Administrative Trustees have power and authority to cause the Trust to execute
pursuant to Section 3.6.

SECTION 5.6      Delaware Trustee.

                 The initial Delaware Trustee shall be:

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

SECTION 5.7      Appointment, Removal and Resignation of Trustees.

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

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

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

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

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

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





                                       32
<PAGE>   39
                 (c)        A Trustee appointed to office shall hold office
until his successor shall have been appointed or until his death, removal or
resignation.  Any Trustee may resign from office (without need for prior or
subsequent accounting) by an instrument in writing signed by the Trustee and
delivered to the Sponsor and the Trust, which resignation shall take effect
upon such delivery or upon such later date as is specified therein; provided,
however, that:

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

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

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

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

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

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

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





                                       33
<PAGE>   40
                 (g)        At the time of resignation or removal of the
Property Trustee or the Delaware Trustee, the Debenture Issuer shall pay to
such Trustee any amounts that may be owed to such Trustee pursuant to Section
10.4.

SECTION 5.8      Vacancies among Trustees.

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

SECTION 5.9      Effect of Vacancies.

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

SECTION 5.10     Meetings.

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





                                       34
<PAGE>   41
Trustees.  In the event there is only one Administrative Trustee, any and all
action of such Administrative Trustee shall be evidenced by a written consent
of such Administrative Trustee.

SECTION 5.11     Delegation of Power.

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

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

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

                 Any Person into which the Property Trustee or the Delaware
Trustee or any Administrative Trustee that is not a natural person, as the case
may be, may be merged or converted or with which it may be consolidated, or any
Person resulting from any merger, conversion or consolidation to which the
Property Trustee or the Delaware Trustee, as the case may be, shall be a party,
or any Person succeeding to all or substantially all the corporate trust
business of the Property Trustee or the Delaware Trustee, as the case may be,
shall be the successor of the Property Trustee or the Delaware Trustee, as the
case may be, hereunder, provided such 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 VI
                                 DISTRIBUTIONS

SECTION 6.1      Distributions.

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





                                       35
<PAGE>   42
ment Amount"), the Property Trustee shall and is directed, to the extent funds
are available for that purpose, to make a distribution (a "Distribution") of
the Payment Amount to Holders.


                                  ARTICLE VII
                             ISSUANCE OF SECURITIES

SECTION 7.1      General Provisions Regarding Securities.

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

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

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

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





                                       36
<PAGE>   43
SECTION 7.2      Execution and Authentication.

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

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

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

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

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

SECTION 7.3      Form and Dating.

                 The Capital Securities and the Property Trustee's certificate
of authentication shall be substantially in the form of Exhibit A-1 and the
Common Securities shall be substantially in the form of Exhibit A-2, each of
which is hereby incorporated in and expressly made a part of this Declaration.
Certificates representing the Securities may be printed, lithographed or
engraved or may be produced in any other manner as is reasonably acceptable to
the Administrative Trustees, as evidenced by their execution thereof.  The
Securities may have letters, CUSIP or other numbers, notations or other marks
of identification or designation and such legends or endorsements required by
law, stock exchange rule, agreements to which the Trust is subject, if any, or
usage (provided that any





                                       37
<PAGE>   44
such notation, legend or endorsement is in a form acceptable to the Trust).
The Trust at the direction of the Sponsor shall furnish any such legend not
contained in Exhibit A-1 to the Property Trustee in writing.  Each Capital
Security shall be dated the date of its authentication.  The terms and
provisions of the Securities set forth in Annex I and the forms of Securities
set forth in Exhibits A-1 and A-2 are part of the terms of this Declaration and
to the extent applicable, the Property Trustee and the Sponsor, by their
execution and delivery of this Declaration, expressly agree to such terms and
provisions and to be bound thereby.

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

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

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

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





                                       38
<PAGE>   45
                 (c)        Definitive Capital Securities.  Except as provided
in Section 7.9 or 9.2(f)(i), owners of beneficial interests in a Global Capital
Security will not be entitled to receive physical delivery of certificated
Capital Securities ("Definitive Capital Securities").  Purchasers of Securities
(other than QIBs) who are "accredited investors" (as defined in Rule 501(a)(1),
(2), (3) or (7) under the Securities Act) will receive Capital Securities in
the form of individual certificates in definitive, fully registered form
without distribution coupons and with the Restricted Securities Legend set
forth in Exhibit A-1 hereto ("Restricted Definitive Capital Securities");
provided, however, that upon transfer of such Restricted Definitive Capital
Securities to a QIB, such Restricted Definitive Capital Securities will, unless
the Global Capital Security has previously been exchanged, be exchanged for an
interest in a Global Capital Security pursuant to the provisions of Section
9.2.  Restricted Definitive Capital Securities will bear the Restricted
Securities Legend set forth on Exhibit A-1 unless removed in accordance with
this Section 7.3 or Section 9.2.

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

SECTION 7.4      Registrar, Paying Agent and Exchange Agent.

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

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





                                       39
<PAGE>   46
SECTION 7.5      Paying Agent to Hold Money in Trust.

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

SECTION 7.6      Replacement Securities.

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

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

SECTION 7.7      Outstanding Capital Securities.

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

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

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





                                       40
<PAGE>   47
                 A Capital Security does not cease to be outstanding because
one of the Trust, the Sponsor or an Affiliate of the Sponsor holds the
Security.

SECTION 7.8      Capital Securities in Treasury.

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

SECTION 7.9      Temporary Securities.

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

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

                 (c)        Any Global Capital Security that is transferable to
the beneficial owners thereof in the form of Definitive Capital Securities
pursuant to this Section 7.9 shall be surrendered by the Clearing Agency to the
Property Trustee located in the Borough of Manhattan, The City of New York, to
be so transferred, in whole or from time to time in part, without charge, and
the Property Trustee shall authenticate and make available for delivery, upon
such transfer of each portion of such Global Capital Security, an equal
aggregate liquidation amount of Securities of authorized denominations in the
form of certificated Capital Securities.  Any portion of a Global Capital
Security in transferred pursuant to this Section shall be registered in such
names as the Clearing Agency shall direct.  Any Capital Security in the form of
Definitive Capital Securities delivered in





                                       41
<PAGE>   48
exchange for an interest in the Global Capital Security shall, except as
otherwise provided by Sections 7.3 and 9.2, bear the Restricted Securities
Legend set forth in Exhibit A-1 hereto.

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

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

SECTION 7.10     Cancellation.

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

SECTION 7.11     CUSIP Numbers.

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





                                       42
<PAGE>   49
                                  ARTICLE VIII
                              DISSOLUTION OF TRUST

SECTION 8.1      Dissolution of Trust.

                 (a)        The Trust shall automatically dissolve:

                 (i)        upon the bankruptcy of the Sponsor;

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

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

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

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

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

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

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





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<PAGE>   50
                                   ARTICLE IX
                             TRANSFER OF INTERESTS

SECTION 9.1      Transfer of Securities.

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

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

                 (c)        For so long as the Trust Securities remain
outstanding, the Sponsor will covenant (i) to directly or indirectly maintain
100% direct or indirect ownership of the Common Securities of the Trust;
provided, however, that any permitted successor of the Sponsor under the
Indenture may succeed to the Sponsor's ownership of such Common Securities,
(ii) to use its reasonable efforts to cause the Trust (a) to remain a business
trust, except in connection with the distribution of Debentures to the Holders
of Trust Securities in liquidation of the Trust, the redemption of all of the
Trust Securities, or certain mergers, consolidations or amalgamations, each as
permitted by this Declaration, and (b) to otherwise continue to be classified
as a grantor trust for United States federal income tax purposes and (iii) to
use its reasonable efforts to cause each holder of Trust Securities to be
treated as owning an undivided beneficial interest in the Debentures.

SECTION 9.2      Transfer Procedures and Restrictions

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





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<PAGE>   51
Securities Legend shall not be removed, as the case may be, unless there is
delivered to the Trust and the Property Trustee such evidence satisfactory to
the Sponsor, which shall include an Opinion of Counsel as may be reasonably
required by the Sponsor, that neither the legend nor the restrictions on
transfer set forth therein are required to ensure that transfers thereof are
made pursuant to an exception from the registration requirements of the
Securities Act or, with respect to Restricted Definitive Capital Securities,
that such Securities are not "restricted" within the meaning of Rule 144.  Upon
provision of such satisfactory evidence, the Property Trustee, at the written
direction of the Trust, shall authenticate and deliver Capital Securities that
do not bear the legend.

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

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

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

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

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





                                       45
<PAGE>   52
                 (i)        shall be duly endorsed or accompanied by a written
         instrument of transfer in form reasonably satisfactory to the
         Administrative Trustees and the Registrar or co-registrar, duly
         executed by the Holder thereof or his attorney duly authorized in
         writing; and

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

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

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

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

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

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

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

                 (e)        Transfer and Exchange of Global Capital Securities.
Subject to Section 9.2(f), the transfer and exchange of Global Capital
Securities or beneficial interests





                                       46
<PAGE>   53
therein shall be effected through the Clearing Agency, in accordance with this
Declaration (including applicable restrictions on transfer set forth herein, if
any) and the procedures of the Clearing Agency therefor.

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

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

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

                 (g)        Restrictions on Transfer and Exchange of Global
Capital Securities.  Notwithstanding any other provisions of this Declaration
(other than the provisions set forth in subsection (h) of this Section 9.2 and
subsection (b) of Section 7.9), a Global Capital Security may not be
transferred as a whole except by the Clearing Agency to a nominee of the
Clearing Agency or another nominee of the Clearing Agency or by the Clearing
Agency or any such nominee to a successor Clearing Agency or a nominee of such
successor Clearing Agency.

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

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





                                       47
<PAGE>   54
                 (ii)       the Trust, in its sole discretion, notifies the
         Property Trustee in writing that it elects to cause the issuance of
         Definitive Capital Securities under this Declaration,

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

                 (i)        Legend.

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

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

                 THE HOLDER OF THIS CAPITAL SECURITY BY ITS ACCEPTANCE HEREOF
                 AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THIS CAPITAL
                 SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION
                 TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE
                 ORIGINAL ISSUANCE DATE HEREOF AND THE LAST DATE ON WHICH FIRST
                 KEYSTONE FINANCIAL, INC. (THE "COMPANY") OR ANY "AFFILIATE" OF
                 THE COMPANY WAS THE OWNER OF THIS CAPITAL SECURITY (OR ANY
                 PREDECESSOR OF THIS CAPITAL SECURITY) ONLY (A) TO THE COMPANY,
                 (B) PURSUANT TO A REGISTRATION





                                       48
<PAGE>   55
                 STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
                 SECURITIES ACT, (C) SO LONG AS THIS CAPITAL SECURITY IS
                 ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES
                 ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A
                 "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) THAT
                 PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
                 QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
                 TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) TO AN
                 INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF
                 SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE
                 SECURITIES ACT THAT IS ACQUIRING THIS CAPITAL SECURITY FOR ITS
                 OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
                 ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A
                 VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY
                 DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (E)
                 PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
                 REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT, SUBJECT TO
                 THE RIGHT OF THE TRUST AND THE COMPANY PRIOR TO ANY SUCH
                 OFFER, SALE OR TRANSFER (i) PURSUANT TO CLAUSE (D) OR (E) TO
                 REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS
                 AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND
                 (ii) PURSUANT TO CLAUSE (D) TO REQUIRE THAT A CERTIFICATE OF
                 TRANSFER IN THE FORM APPEARING ON THE REVERSE OF THIS CAPITAL
                 SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEREE TO THE
                 TRUST.  SUCH HOLDER FURTHER AGREES THAT IT WILL DELIVER TO
                 EACH PERSON TO WHOM THIS CAPITAL SECURITY IS TRANSFERRED A
                 NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

                 THE CAPITAL SECURITIES WILL BE ISSUED AND MAY BE TRANSFERRED
                 ONLY IN BLOCKS HAVING A LIQUIDATION AMOUNT OF NOT LESS THAN
                 $100,000 (100 CAPITAL SECURITIES).  ANY SUCH TRANSFER OF
                 CAPITAL SECURITIES IN A BLOCK HAVING A LIQUIDATION AMOUNT OF
                 LESS THAN $100,000 SHALL BE





                                       49
<PAGE>   56
                 DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER.  ANY SUCH
                 TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF SUCH
                 CAPITAL SECURITIES FOR ANY PURPOSE, INCLUDING BUT NOT LIMITED
                 TO THE RECEIPT OF DISTRIBUTIONS OF SUCH CAPITAL SECURITIES,
                 AND SUCH TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST
                 WHATSOEVER IN SUCH CAPITAL SECURITIES.


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

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

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

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

                 (j)        Cancellation or Adjustment of Global Capital
Security.  At such time as all beneficial interests in a Global Capital
Security have either been exchanged for Definitive Capital Securities to the
extent permitted by this Declaration or redeemed, repurchased or canceled in
accordance with the terms of this Declaration, such Global Capital Security
shall be canceled by the Property Trustee.  At any time prior to such
cancellation,





                                       50
<PAGE>   57
if any beneficial interest in a Global Capital Security is exchanged for
Definitive Capital Securities, Capital Securities represented by such Global
Capital Security shall be reduced and an adjustment shall be made on the books
and records of the Clearing Agency and the Registrar, to reflect such
reduction.

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

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

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

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

                 (iv)       Prior to the due presentation for registration of
         transfer of any Capital Security, the Trust, the Property Trustee, the
         Paying Agent, the Registrar or any co-registrar may deem and treat the
         Person in whose name a Capital Security is registered as the absolute
         owner of such Capital Security for the purpose of receiving
         Distributions on such Capital Security (subject to Section 2(c) of
         Annex I) and for all other purposes whatsoever, and none of the Trust,
         the Property Trustee, the Paying Agent, the Registrar or any
         co-registrar shall be affected by notice to the contrary.

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

                 (l)        No Obligation of the Property Trustee.

                 (i)        The Property Trustee shall have no responsibility
         or obligation to any beneficial owner of a Global Capital Security, a
         Clearing Agency Participant in the





                                       51
<PAGE>   58
         Clearing Agency or other Person with respect to the accuracy of the
         records of the Clearing Agency or its nominee or of any Clearing
         Agency Participant thereof, with respect to any ownership interest in
         the Capital Securities or with respect to the delivery to any Clearing
         Agency Participant, beneficial owner or other Person (other than the
         Clearing Agency) of any notice (including any notice of redemption) or
         the payment of any amount, under or with respect to such Capital
         Securities.  All notices and communications to be given to the Holders
         and all payments to be made to Holders under the Capital Securities
         shall be given or made only to or upon the order of the registered
         Holders (which shall be the Clearing Agency or its nominee in the case
         of a Global Capital Security).  The rights of beneficial owners in any
         Global Capital Security shall be exercised only through the Clearing
         Agency subject to the applicable rules and procedures of the Clearing
         Agency.  The Property Trustee may conclusively rely and shall be fully
         protected in relying upon information furnished by the Clearing Agency
         or any agent thereof with respect to its Clearing Agency Participants
         and any beneficial owners.

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

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

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

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

                            (B)     the number of Series A Capital Securities
                                    properly tendered in the Exchange Offer
                                    that are represented by a Global Capital
                                    Security and the number of Series A Capital
                                    Securities properly tendered in the
                                    Exchange Offer that are represented by
                                    Definitive Capital Securities, the name of
                                    each Holder of such Definitive Capital
                                    Securities, the liquidation amount of
                                    Capital Securities properly tendered in the
                                    Ex-





                                       52
<PAGE>   59
                                    change Offer by each such Holder and the
                                    name and address to which Definitive
                                    Capital Securities for Series B Capital
                                    Securities shall be registered and sent for
                                    each such Holder.

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

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

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

                 (n)        Minimum Transfers.  Series A Capital Securities
and, when issued, Series B Capital Securities may only be transferred in
minimum blocks of $100,000 aggregate liquidation amount.  Any transfer of
Series A Capital Securities or Series B Capital Securities in a block having an
aggregate liquidation amount of less than $100,000 shall be deemed to be voided
and of no legal effect whatsoever.  Any such transferee shall be deemed not to
be a Holder of such Series A or Series B Capital Securities for any purpose,
including, but not limited to, the receipt of Distributions on such Capital
Securities, and such transferee shall be deemed to have no interest whatsoever
in such Capital Securities.

SECTION 9.3      Deemed Security Holders.

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





                                       53
<PAGE>   60
SECTION 9.4      Book Entry Interests.

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

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

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

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

                 (d)        the rights of the Capital Security Beneficial
         Owners shall be exercised only through the Clearing Agency and shall
         be limited to those established by law and agreements between such
         Capital Security Beneficial Owners and the Clearing Agency and/or the
         Clearing Agency Participants and the Clearing Agency shall receive and
         transmit payments of Distributions on the Global Certificates to such
         Clearing Agency Participants.  DTC will make book entry transfers
         among the Clearing Agency Participants.

SECTION 9.5      Notices to Clearing Agency.

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

SECTION 9.6      Appointment of Successor Clearing Agency.

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





                                       54
<PAGE>   61
                                   ARTICLE X
                           LIMITATION OF LIABILITY OF
                   HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

SECTION 10.1     Liability.

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

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

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

                 (b)        The Debenture Issuer shall be liable for all of the
debts and obligations of the Trust (other than in respect of the payment of
principal, interest and premium, if any, on the Securities) to the extent not
satisfied out of the Trust's assets.

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

SECTION 10.2     Exculpation.

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

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





                                       55
<PAGE>   62
SECTION 10.3     Fiduciary Duty.

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

                 (b)        Unless otherwise expressly provided herein:

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

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

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

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

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

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





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<PAGE>   63
SECTION 10.4     Indemnification.

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

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

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





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<PAGE>   64
                 (iv)       Any indemnification under paragraphs (i) and (ii)
         of this Section 10.4(a) (unless ordered by a court) shall be made by
         the Debenture Issuer only as authorized in the specific case upon a
         determination that indemnification of the Company Indemnified Person
         is proper in the circumstances because he has met the applicable
         standard of conduct set forth in paragraphs (i) and (ii).  Such
         determination shall be made (1) by the Administrative Trustees by a
         majority vote of a Quorum consisting of such Administrative Trustees
         who were not parties to such action, suit or proceeding, (2) if such a
         Quorum is not obtainable, or, even if obtainable, if a Quorum of
         disinterested Administrative Trustees so directs, by independent legal
         counsel in a written opinion, or (3) by the Common Security Holder of
         the Trust.

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

                 (vi)       The indemnification and advancement of expenses
         provided by, or granted pursuant to, the other paragraphs of this
         Section 10.4(a) shall not be deemed exclusive of any other rights to
         which those seeking indemnification and advancement of expenses may be
         entitled under any agreement, vote of stockholders or disinterested
         directors of the Debenture Issuer or Capital Security Holders of the
         Trust or otherwise, both as to action in his official capacity and as
         to action in another capacity while holding such office.  All rights
         to indemnification under this Section 10.4(a) shall be deemed to be
         provided by a contract between the Debenture Issuer and





                                       58
<PAGE>   65
         each Company Indemnified Person who serves in such capacity at any
         time while this Section 10.4(a) is in effect.  Any repeal or
         modification of this Section 10.4(a) shall not affect any rights or
         obligations then existing.

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

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

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

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





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<PAGE>   66
                 (c)        The Debenture Trustee agrees to pay the Property
Trustee and the Delaware Trustee, from time to time, such compensation for all
services rendered by the Property Trustee and the Delaware Trustee hereunder as
may be mutually agreed upon in writing by the Sponsor and the Property Trustee
or the Delaware Trustee, as the case may be, and, except as otherwise expressly
provided herein, to reimburse the Property Trustee and the Delaware Trustee
upon its or their request for all reasonable expenses, disbursements and
advances incurred or made by the Property Trustee or the Delaware Trustee, as
the case may be, in accordance with the provisions of this Declaration, except
any such expense, disbursement or advance as may be attributable to its or
their negligence or bad faith.

SECTION 10.5     Outside Businesses.

                 Any Covered Person, the Sponsor, the Delaware Trustee and the
Property Trustee (subject to Section 5.3(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 shall have no rights by virtue of this Declaration in and
to such independent ventures or the income or profits derived therefrom, and
the pursuit of any such venture, even if competitive with the business of the
Trust, shall not be deemed wrongful or improper.  No Covered Person, the
Sponsor, the Delaware Trustee, or the Property Trustee shall be obligated to
present any particular investment or other opportunity to the Trust even if
such opportunity is of a character that, if presented to the Trust, could be
taken by the Trust, and any Covered Person, the Sponsor, the Delaware Trustee
and the Property Trustee shall have the right to take for its own account
(individually or as a partner or fiduciary) or to recommend to others any such
particular investment or other opportunity.  Any Covered Person, the Delaware
Trustee and the Property Trustee may engage or be interested in any financial
or other transaction with the Sponsor or any Affiliate of the Sponsor, or may
act as depositary for, trustee or agent for, or act on any committee or body of
holders of, securities or other obligations of the Sponsor or its Affiliates.

SECTION 10.6     Compensation; Fees.

         The Debenture Issuer 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 in writing 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





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<PAGE>   67
counsel), except any such expense, disbursement or advance as may be
attributable to its negligence or bad faith.

                 The provisions of this Section 10.6 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 10.6.


                                   ARTICLE XI
                                   ACCOUNTING

SECTION 11.1     Fiscal Year.

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

SECTION 11.2     Certain Accounting Matters.

                 (a)        At all times during the existence of the Trust, the
Administrative Trustees shall keep, or cause to be kept, full books of account,
records and supporting documents, which shall reflect in reasonable detail,
each transaction of the Trust.  The books of account shall be maintained on the
accrual method of accounting, in accordance with generally accepted accounting
principles, consistently applied.  The books of account and the records of the
Trust shall be examined by and reported upon as of the end of each Fiscal Year
of the Trust by a firm of independent certified public accountants selected by
the Administrative Trustees.

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

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





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SECTION 11.3     Banking.

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

SECTION 11.4     Withholding.

                 The Trust and the Administrative Trustees shall comply with
all withholding requirements under United States federal, state and local law.
The Trust shall request, and the Holders shall provide to the Trust, such forms
or certificates as are necessary to establish an exemption from withholding
with respect to each Holder, and any representations and forms as shall
reasonably be requested by the Trust to assist it in determining the extent of,
and in fulfilling, its withholding obligations.  The Administrative Trustees
shall file required forms with applicable jurisdictions and, unless an
exemption from withholding is properly established by a Holder, shall remit
amounts withheld with respect to the Holder to applicable jurisdictions.  To
the extent that the Trust is required to withhold and pay over any amounts to
any authority with respect to Distributions or allocations to any Holder, the
amount withheld shall be deemed to be a Distribution in the amount of the
withholding to the Holder.  In the event of any claimed over withholding,
Holders shall be limited to an action against the applicable jurisdiction.  If
the amount required to be withheld was not withheld from actual Distributions
made, the Trust may reduce subsequent Distributions by the amount of such
withholding.


                                  ARTICLE XII
                            AMENDMENTS AND MEETINGS

SECTION 12.1     Amendments.

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

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

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





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<PAGE>   69
                 (iii)      if the amendment affects the rights, powers,
         duties, obligations or immunities of the Delaware Trustee, the
         Delaware Trustee.

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

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

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

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

provided, however, that the Property Trustee shall not be required to sign any
such amendment which affects the rights, powers, duties, obligations or
immunities of the Property Trustee; and

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

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

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

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

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

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

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





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<PAGE>   70
                 (f)        The rights of the Holders of the Common Securities
under Article Five to increase or decrease the number of, and appoint and
remove Trustees shall not be amended without the consent of the Holders of a
Majority in liquidation amount of the Common Securities; and

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

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

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

                 (iii)      to modify, eliminate or add any provisions of the
         Declaration to such extent as shall be necessary to enable the Trust
         and the Sponsor to conduct an Exchange Offer in the manner
         contemplated by the Registration Rights Agreement;

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

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

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





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<PAGE>   71
                 (b)        Except to the extent otherwise provided in the
terms of the Securities, the following provisions shall apply to meetings of
Holders:

                 (i)        notice of any such meeting shall be given to all
         the Holders having a right to vote thereat at least seven days and not
         more than 60 days before the date of such meeting.  Whenever a vote,
         consent or approval of the Holders is permitted or required under this
         Declaration or the rules of any stock exchange on which the Capital
         Securities are listed or admitted for trading, such vote, consent or
         approval may be given at a meeting of the Holders.  Any action that
         may be taken at a meeting of the Holders may be taken without a
         meeting if a consent in writing setting forth the action so taken is
         signed by the Holders owning not less than the minimum amount of
         Securities in liquidation amount that would be necessary to authorize
         or take such action at a meeting at which all Holders having a right
         to vote thereon were present and voting.  Prompt notice of the taking
         of action without a meeting shall be given to the Holders entitled to
         vote who have not consented in writing.  The Administrative Trustees
         may specify that any written ballot submitted to the Security Holder
         for the purpose of taking any action without a meeting shall be
         returned to the Trust within the time specified by the Administrative
         Trustees;

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

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

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





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<PAGE>   72
                                  ARTICLE XIII
                      REPRESENTATIONS OF PROPERTY TRUSTEE
                              AND DELAWARE TRUSTEE

SECTION 13.1     Representations and Warranties of Property Trustee.

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

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

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

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

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

SECTION 13.2     Representations and Warranties of Delaware Trustee.

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

                 (a)        The Delaware Trustee is duly organized, validly
existing and in good standing under the laws of the State of Delaware or the
United States, with trust power and





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<PAGE>   73
authority to execute and deliver, and to carry out and perform its obligations
under the terms of, this Declaration;

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

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

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


                                  ARTICLE XIV
                              REGISTRATION RIGHTS

SECTION 14.1     Registration Rights Agreement.

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


                                   ARTICLE XV
                                 MISCELLANEOUS

SECTION 15.1     Notices.

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





                                       67
<PAGE>   74
                 (a)        if given to the Trust, in care of the
Administrative Trustees at the Trust's mailing address set forth below (or such
other address as the Trust may give notice of to the Property Trustee, the
Delaware Trustee and the Holders):

                            First Keystone Capital Trust I
                            c/o First Keystone Financial, Inc.
                            22 West State Street
                            Media, Pennsylvania 19063
                            Attention:     Thomas M. Kelly
                                           Administrative Trustee
                            Telecopy:      (610) 892-5108

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

                            The Bank of New York (Delaware)
                            White Clay Center
                            Route 273
                            Newark, Delaware 19711
                            Attention:     Corporate Trust Department
                            Telecopy:      (212) 815-5917

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

                            The Bank of New York
                            101 Barclay Street
                            21st Floor West
                            New York, New York 10286
                            Attention: Corporate Trust Trustee Administration
                            Telecopy:  (212) 815-5917


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

                            First Keystone Financial, Inc.
                            22 West State Street
                            Media, Pennsylvania 19063
                            Attention:     Thomas M. Kelly
                                           Executive Vice President and
                                             Chief Financial Officer
                            Telecopy:      (610) 892-5108





                                       68
<PAGE>   75
                 (e)        if given to any other Holder, at the address set
forth on the books and records of the Trust.

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

SECTION 15.2     Governing Law.

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

SECTION 15.3     Intention of the Parties.

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

SECTION 15.4     Headings.

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

SECTION 15.5     Successors and Assigns

                 Whenever in this Declaration any of the parties hereto is
named or referred to, the successors and assigns of such party shall be deemed
to be included, and all covenants and agreements in this Declaration by the
Sponsor and the Trustees shall bind and inure to the benefit of their
respective successors and assigns, whether so expressed.

SECTION 15.6     Partial Enforceability.

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





                                       69
<PAGE>   76
SECTION 15.7     Counterparts.

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





                                       70
<PAGE>   77
                 IN WITNESS WHEREOF, the undersigned has caused these presents
to be executed as of the day and year first above written.


                                                                               
                         ------------------------------------------------------
                         Donald S. Guthrie, as Administrative Trustee
                         
                         
                                                                               
                         ------------------------------------------------------
                         Thomas M. Kelly, as Administrative Trustee
                         
                         
                                                                               
                         ------------------------------------------------------
                         Donald A. Purdy, as Administrative Trustee
                         
                         
                         THE BANK OF NEW YORK (DELAWARE),
                         as Delaware Trustee
                         
                         
                         By:                                                   
                            ---------------------------------------------------
                              Name:
                              Title:
                         
                         
                         THE BANK OF NEW YORK,
                         as Property Trustee
                         
                         
                         By:                                                   
                            ---------------------------------------------------
                              Name:
                              Title:
                         
                         
                         FIRST KEYSTONE FINANCIAL, INC.
                         as Sponsor and Debenture Issuer
                         
                         
                         By:                                                   
                            ---------------------------------------------------
                              Name:      Thomas M. Kelly
                              Title:     Executive Vice President and Chief
                                           Financial Officer





                                       71
<PAGE>   78
                                    ANNEX I


                                    TERMS OF
                   SERIES A/SERIES B 9.70% CAPITAL SECURITIES
                            9.70% COMMON SECURITIES


                 Pursuant to Section 7.1 of the Amended and Restated
Declaration of Trust, dated as of August 26, 1997 (as amended from time to
time, the "Declaration"), the designation, rights, privileges, restrictions,
preferences and other terms and provisions of the Securities are set out below
(each capitalized term used but not defined herein has the meaning set forth in
the Declaration or, if not defined in such Declaration, as defined in the
Offering Memorandum referred to below in Section 2(c) of this Annex I):

                 1.       Designation and Number.

                 (a)      Capital Securities.  16,200 Series A Capital
Securities of the Trust and 16,200 Series B Capital Securities of the Trust,
both series together with an aggregate liquidation amount with respect to the
assets of the Trust of sixteen million two hundred thousand dollars
($16,200,000), and each with a liquidation amount with respect to the assets of
the Trust of $1,000 per security, are hereby designated for the purposes of
identification only as "Series A 9.70% Capital Securities" and "Series B 9.70%
Capital Securities", respectively (collectively, the "Capital Securities").
The certificates evidencing the Capital Securities shall be substantially in
the form of Exhibit A-1 to the Declaration, with such changes and additions
thereto or deletions therefrom as may be required by ordinary usage, custom or
practice or to conform to the rules of any exchange or quotation system on or
in which the Capital Securities are listed, traded or quoted.

                 (b)      Common Securities.  502 Common Securities of the
Trust with an aggregate liquidation amount with respect to the assets of the
Trust of five hundred and two thousand dollars ($502,000) and a liquidation
amount with respect to the assets of the Trust of $1,000 per security, are
hereby designated for the purposes of identification only as "9.70% Common
Securities" (collectively, the "Common Securities").  The certificates
evidencing the Common Securities shall be substantially in the form of Exhibit
A-2 to the Declaration, with such changes and additions thereto or deletions
therefrom as may be required by ordinary usage, custom or practice.

                 2.       Distributions.

                 (a)      Distributions payable on each Security will be fixed
at a rate per annum of 9.70% (the "Coupon Rate") of the liquidation amount of
$1,000 per Security (the "Liquidation Amount"), such rate being the rate of
interest payable on the Debentures to be held by the Property Trustee.
Distributions in arrears for more than one semi-annual





                                      I-1
<PAGE>   79
period will bear additional distributions thereon compounded semi-annually at
the Coupon Rate (to the extent permitted by applicable law).  Pursuant to the
Registration Rights Agreement, in certain limited circumstances the Debenture
Issuer will be required to pay Liquidated Damages (as defined in the
Registration Rights Agreement) with respect to the Debentures.  The term
"Distributions", as used herein, includes distributions of any such Liquidated
Damages payable unless otherwise stated.  A Distribution is payable only to the
extent that payments are made in respect of the Debentures held by the Property
Trustee and to the extent the Property Trustee has funds on hand legally
available therefor.

                 (b)      Distributions on the Securities will be cumulative,
will accumulate from the most recent date to which Distributions have been paid
or duly provided for or, if no Distributions have been paid or duly provided
for, from August 26, 1997, and will be payable semi-annually in arrears on
February 15 and August 15 of each year, commencing on February 15, 1998 (each,
a "Distribution Date"), except as otherwise described below.  Distributions
will be computed on the basis of a 360-day year consisting of twelve 30-day
months and for any period less than a full calendar month on the basis of the
actual number of days elapsed in such month.  As long as no Event of Default
has occurred and is continuing under the Indenture, the Debenture Issuer has
the right under the Indenture to defer payments of interest by extending the
interest payment period at any time and from time to time on the Debentures for
a period not exceeding 10 consecutive semi-annual periods, including the first
such semi-annual period during such period (each an "Extension Period"), during
which Extension Period no interest shall be due and payable on the Debentures,
provided that no Extension Period shall end on a date other than an Interest
Payment Date for the Debentures or extend beyond the Maturity Date of the
Debentures.  As a consequence of such deferral, Distributions will also be
deferred.  Despite such deferral, Distributions will continue to accumulate
with additional Distributions thereon (to the extent permitted by applicable
law but not at a rate greater than the rate at which interest is then accruing
on the Debentures) at the Coupon Rate compounded semi-annually during any such
Extension Period.  Prior to the termination of any such Extension Period, the
Debenture Issuer may further defer payments of interest by further extending
such Extension Period; provided that such Extension Period, together with all
such previous and further extensions within such Extension Period, may not
exceed 10 consecutive semi-annual periods, including the first semi-annual
period during such Extension Period, or extend beyond the Maturity Date of the
Debentures.  Upon the termination of any Extension Period and the payment of
all amounts then due, the Debenture Issuer may commence a new Extension Period,
subject to the above requirements.

                 (c)      Distributions on the Securities will be payable to
the Holders thereof as they appear on the books and records of the Trust on the
close of business on the first day of the month in which the relevant
Distribution Date occurs, which Distribution Dates correspond to the interest
payment dates on the Debentures.  Subject to any applicable laws and
regulations and the provisions of the Declaration, each such payment in respect
of the Global Capital Securities will be made as described under the heading
"Description of Capital Securities -- Form, Denomination, Book-Entry Procedures
and Transfer" in the Offering





                                      I-2
<PAGE>   80
Memorandum dated August 26, 1997, of the Debenture Issuer and the Trust
relating to the Securities and the Debentures.  Payments in respect of Capital
Securities held in certificated form will be made by check mailed to the Holder
entitled thereto.  The relevant record dates for the Common Securities shall be
the same as the record dates for the Capital Securities.  Distributions payable
on any Securities that are not punctually paid on any Distribution Date, as a
result of the Debenture Issuer having failed to make a payment under the
Debentures, will cease to be payable to the Holder on the relevant record date,
and such defaulted Distribution will instead be payable to the Person in whose
name such Securities are registered on the special record date or other
specified date determined in accordance with the Indenture.  If any date on
which Distributions are payable on the Securities is not a Business Day, then
payment of the Distribution payable on such date will be made on the next
succeeding day that is a Business Day (and without any interest or other
payment in respect of any such delay), except that if such next succeeding
Business Day is in the next succeeding calendar year, such payment shall be
made on the immediately preceding Business Day with the same force and effect
as if made on such date.

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

                 3.       Liquidation Distribution Upon Dissolution.

                 In the event of any dissolution of the Trust or the Sponsor
otherwise gives notice of its election to dissolve the Trust pursuant to
Section 8.1(a)(iii) of the Declaration, the Trust shall be dissolved by the
Administrative Trustees as expeditiously as the Administrative Trustees
determine to be possible by distributing, after satisfaction of liabilities to
creditors of the Trust as provided by applicable law, to the Holders a Like
Amount (as defined below) of the Debentures, unless such distribution is
determined by the Property Trustee not to be practicable, in which event such
Holders will be entitled to receive Pro Rata out of the assets of the Trust
legally available for distribution to Holders, after satisfaction of
liabilities to creditors of the Trust as provided by applicable law, an amount
equal to the aggregate of the liquidation amount of $1,000 per Security plus
accumulated and unpaid Distributions thereon to the date of payment (such
amount being the "Liquidation Distribution").

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

                 If, upon any such liquidation, the Liquidation Distribution
can be paid only in part because the Trust has insufficient assets on hand
legally available to pay in full the





                                      I-3
<PAGE>   81
aggregate Liquidation Distribution, then the amounts payable directly by the
Trust on the Securities shall be paid on a Pro Rata basis.

                 4.       Redemption and Distribution.

                 (a)      Upon the repayment of the Debentures in whole or in
part, at maturity or upon early redemption (either at the option of the
Debenture Issuer or pursuant to a Special Event, as described below), the
proceeds from such repayment shall be simultaneously applied by the Property
Trustee (subject to the Property Trustee having received written notice no
later than 45 days prior to such repayment) to redeem a Like Amount of the
Securities at a redemption price equal to (i) in the case of the repayment of
the Debentures at maturity, the Maturity Redemption Price (as defined below),
(ii) in the case of the optional redemption of the Debentures upon the
occurrence and continuation of a Special Event, the Special Event Redemption
Price (as defined below) and (iii) in the case of the optional redemption of
the Debentures on or after August 15, 2007, the Optional Redemption Price (as
defined below).  The Maturity Redemption Price, the Special Event Redemption
Price and the Optional Redemption Price are referred to collectively as the
"Redemption Price".  Holders will be given not less than 30 nor more than 60
days notice of such redemption.

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

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

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





                                      I-4
<PAGE>   82
<TABLE>
<CAPTION>
                                  Year                         Percentage
                                  ----                         ----------
                                  <S>                           <C>
                                  2007                          104.850%
                                  2008                          104.365%
                                  2009                          103.880%
                                  2010                          103.395%
                                  2011                          102.910%
                                  2012                          102.425%
                                  2013                          101.940%
                                  2014                          101.455%
                                  2015                          100.970%
                                  2016                          100.485%
                                  2017 and thereafter           100.000%
</TABLE>

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

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

                 "Tax Event" shall occur upon receipt by the Sponsor and the
Trust of an Opinion of Counsel from counsel experienced in such matters to the
effect that, as a result of any amendment to, or change (including any
announced prospective change) in, the laws or any regulations thereunder of the
United States or any political subdivision or taxing authority thereof or
therein, or as a result of any official administrative pronouncement or
judicial decision interpreting or applying such laws or regulations, which
amendment or change is effective or which pronouncement or decision is
announced on or after August 26,





                                      I-5
<PAGE>   83
1997, there is more than an insubstantial risk that (i) the Trust is, or will
be within 90 days of the date of such opinion, subject to United States federal
income tax with respect to income received or accrued on the Debentures, (ii)
interest payable by the Debenture Issuer on the Debentures is not, or within 90
days of the date of such opinion, will not be, deductible by the Debenture
Issuer, in whole or in part, for United States federal income tax purposes, or
(iii) the Trust is, or will be within 90 days of the date of such opinion,
subject to more than a de minimis amount of other taxes, duties or other
governmental charges.

                 A "Regulatory Capital Event" means that the Sponsor shall have
become, or pursuant to law or regulation will become within 180 days, subject
to capital requirements under which, in the written opinion of independent bank
regulatory counsel experienced in such matters, the Capital Securities would
not constitute Tier 1 Capital (as that concept is used in the guidelines or
regulations issued by the Federal Reserve Board as of the date of the Offering
Memorandum) applied as if the Sponsor (or its successor) were a bank holding
company, or the then-equivalent of such Tier 1 Capital.

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

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

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

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

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





                                      I-6
<PAGE>   84
         by first-class mail, postage prepaid, to Holders.  Each
         Redemption/Distribution Notice shall be addressed to the Holders at
         the address of each such Holder appearing in the books and records of
         the Trust.  No defect in the Redemption/Distribution Notice or in the
         mailing of either thereof with respect to any Holder shall affect the
         validity of the redemption or exchange proceedings with respect to any
         other Holder.

                 (ii)  In the event that fewer than all the outstanding
         Securities are to be redeemed, the particular Securities to be
         redeemed shall be selected on a Pro Rata basis (based upon Liquidation
         Amounts) not more than 60 days prior to the date fixed for redemption
         from the outstanding Capital Securities not previously called for
         redemption, provided, however, that with respect to Holders that would
         be required to hold less than 100 but more than zero Securities as a
         result of such pro rata redemption, the Trust shall redeem Securities
         of each such Holder so that after such redemption such Holder shall
         hold either 100 Securities or such Holder no longer holds any
         Securities and shall use such method (including, without limitation,
         by lot) as the Trust shall deem fair and appropriate, provided,
         further, that any such proration may be made on the basis of the
         aggregate Liquidation Amount of Securities held by each Holder thereof
         and may be made by making such adjustments as the Trust deems fair and
         appropriate in order that only Securities in denominations of $1,000
         or integral multiples thereof shall be redeemed. In respect of Capital
         Securities registered in the name of and held of record by the
         Clearing Agency or its nominee (or any successor Clearing Agency or
         its nominee) or any nominee, the distribution of the proceeds of such
         redemption will be made to the Clearing Agency and disbursed by such
         Clearing Agency in accordance with the procedures applied by such
         agency or nominee.

                 (iii)  If Securities are to be redeemed and the Trust gives a
         Redemption/Distribution Notice, (which notice will be irrevocable),
         then (A) with respect to Capital Securities issued in book-entry form,
         by 12:00 noon, New York City time, on the redemption date, provided
         that the Debenture Issuer has paid the Property Trustee a sufficient
         amount of cash in connection with the related redemption or maturity
         of the Debentures by 10:00 a.m., New York City time, on the maturity
         date or the date of redemption, as the case requires, the Property
         Trustee will deposit irrevocably with the Clearing Agency or its
         nominee (or successor Clearing Agency or its nominee) funds sufficient
         to pay the applicable Redemption Price with respect to such Capital
         Securities and will give the Clearing Agency irrevocable instructions
         and authority to pay the Redemption Price to the relevant Clearing
         Agency Participants, and (B) with respect to Capital Securities issued
         in certificated form and Common Securities, provided that the
         Debenture Issuer has paid the Property Trustee a sufficient amount of
         cash in connection with the related redemption or maturity of the
         Debentures, the Property Trustee will pay the relevant Redemption
         Price to the Holders by check mailed to the address of the relevant
         Holder appearing on the books and records of the Trust on the
         redemption date.  If a Redemp-





                                      I-7
<PAGE>   85
         tion/Distribution Notice shall have been given and funds deposited as
         required, if applicable, then immediately prior to the close of
         business on the date of such deposit, or on the redemption date, as
         applicable, Distributions will cease to accumulate on the Securities
         so called for redemption and all rights of Holders so called for
         redemption will cease, except the right of the Holders of such
         Securities to receive the Redemption Price, but without interest on
         such Redemption Price, and such Securities shall cease to be
         outstanding.

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

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

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

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





                                      I-8
<PAGE>   86
                 5.       Voting Rights - Capital Securities.

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

                 (b)      So long as any Debentures are held by the Property
Trustee, the Trustees shall not (i) direct the time, method and place of
conducting any proceeding for any remedy available to the Debenture Trustee, or
executing any trust or power conferred on such Debenture Trustee with respect
to the Debentures, (ii) waive any past default that is waivable under Section
5.07 of the Indenture, (iii) exercise any right to rescind or annul a
declaration of acceleration of the maturity of the principal of the Debentures
or (iv) consent to any amendment, modification or termination of the Indenture
or the Debentures, where such consent shall be required, without, in each case,
obtaining the prior approval of the Holders of a majority in liquidation amount
of all outstanding Capital Securities; provided, however, that where a consent
under the Indenture would require the consent of each holder of Debentures
affected thereby, no such consent shall be given by the Property Trustee
without the prior approval of each Holder of the Capital Securities.  The
Trustees shall not revoke any action previously authorized or approved by a
vote of the Holders of the Capital Securities except by subsequent vote of such
Holders.  Subject to Section 2.7 of the Declaration, the Property Trustee shall
notify each Holder of Capital Securities of any notice of default with respect
to the Debentures.  In addition to obtaining the foregoing approvals of such
Holders of the Capital Securities, prior to taking any of the foregoing
actions, the Trustees shall obtain an opinion of counsel experienced in such
matters to the effect that the Trust will not be classified as an association
taxable as a corporation for United States federal income tax purposes on
account of such action.

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

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





                                      I-9
<PAGE>   87
Securities are entitled to vote, or of any matter upon which action by written
consent of such Holders is to be taken, to be mailed to each Holder of record
of Capital Securities.  Each such notice will include a statement setting forth
(i) the date of such meeting or the date by which such action is to be taken,
(ii) a description of any resolution proposed for adoption at such meeting on
which such Holders are entitled to vote or of such matter upon which written
consent is sought and (iii) instructions for the delivery of proxies or
consents.

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

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

                 6.       Voting Rights - Common Securities.

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

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

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





                                      I-10
<PAGE>   88
each holder of Debentures affected thereby, no such consent shall be given by
the Property Trustee without the prior approval of each Holder of the Common
Securities.  The Trustees shall not revoke any action previously authorized or
approved by a vote of the Holders of the Common Securities except by subsequent
vote of such Holders.  Subject to Section 2.7 of the Declaration, the Property
Trustee shall notify each Holder of Common Securities of any notice of default
with respect to the Debentures.  In addition to obtaining the foregoing
approvals of such Holders of the Common Securities, prior to taking any of the
foregoing actions, the Trustees shall obtain an opinion of counsel experienced
in such matters to the effect that the Trust will not be classified as an
association taxable as a corporation for United States federal income tax
purposes on account of such action.

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

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

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

                 7.       Amendments to Declaration and Indenture.

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





                                      I-11
<PAGE>   89
correct or supplement any provisions in the Declaration that may be
inconsistent with any other provisions, or to make any other provisions with
respect to matters or questions arising under the Declaration which shall not
be inconsistent with the other provisions of the Declaration, (ii) to modify,
eliminate or add to any provisions of the Declaration to such extent as shall
be necessary to ensure that the Trust will be classified for United States
federal income tax purposes as a grantor trust at all times that any Securities
are outstanding or to ensure that the Trust will not be required to register as
an "Investment Company" under the Investment Company Act or (iii) to modify,
eliminate or add any provisions of the Declaration to such extent as shall be
necessary to enable the Trust and the Sponsor to conduct an Exchange Offer in
the manner contemplated by the Registration Rights Agreement; provided,
however, that in each case such action shall not adversely affect in any
material respect the interests of any Holder.  Any amendments of the
Declaration shall become effective when notice thereof is given to the Holders.
Under the circumstances referred to in Section 12.1(c) of the Declaration, the
Declaration also may be amended by the Trustees and the Sponsor with (i) the
consent of Holders representing a Majority in liquidation amount of all
outstanding Securities, and (ii) receipt by the Trustees of an Opinion of
Counsel to the effect that such amendment or the exercise of any power granted
to the Trustees in accordance with such amendment will not affect the Trust's
status as a grantor trust for United States federal income tax purposes or the
Trust's exemption from status as an Investment Company under the Investment
Company Act, provided that, without the consent of each Holder of Trust
Securities, the Declaration may not be amended to (i) change the amount or
timing of any Distribution on the Trust Securities or otherwise adversely
affect the amount of any Distribution required to be made in respect of the
Trust Securities as of a specified date or (ii) restrict the right of a holder
of Trust Securities to institute suit for the enforcement of any such payment
on or after such date.

                 8.       Pro Rata.

                 A reference in these terms of the Securities to any payment,
distribution or treatment as being "Pro Rata" shall mean pro rata to each
Holder according to the aggregate liquidation amount of the Securities held by
the relevant Holder in relation to the aggregate liquidation amount of all
Securities outstanding unless, in relation to a payment, an Event of Default
under the Declaration has occurred and is continuing, in which case any funds
available to make such payment shall be paid first to each Holder of the
Capital Securities pro rata according to the aggregate liquidation amount of
Capital Securities held by the relevant Holder relative to the aggregate
liquidation amount of all Capital Securities outstanding, and only after
satisfaction of all amounts owed to the Holders of the Capital Securities, to
each Holder of Common Securities pro rata according to the aggregate
liquidation amount of Common Securities held by the relevant Holder relative to
the aggregate liquidation amount of all Common Securities outstanding.  In any
such proration, the Trust may make such adjustments as may be appropriate in
order that only securities in authorized denominations shall be redeemed
(subject to the minimum block requirements of Section 9.2(n) of the
Declaration).





                                      I-12
<PAGE>   90
                 9.       Ranking.

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

                 10.      Acceptance of Securities Guarantee and Indenture.

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

                 11.      No Preemptive Rights.

                 The Holders shall have no preemptive 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
Capital Securities Guarantee, the Common Securities Guarantee (as may be
appropriate) and the Indenture (including any supplemental indenture) to a
Holder without charge upon written request to the Sponsor at its principal
place of business.





                                      I-13
<PAGE>   91
                                  EXHIBIT A-1

                 FORM OF SERIES A CAPITAL SECURITY CERTIFICATE

                           [FORM OF FACE OF SECURITY]

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

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

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

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





                                      A1-1
<PAGE>   92
SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH
IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE DATE HEREOF AND THE LAST
DATE ON WHICH FIRST KEYSTONE FINANCIAL, INC. (THE "COMPANY") OR ANY "AFFILIATE"
OF THE COMPANY WAS THE OWNER OF THIS CAPITAL SECURITY (OR ANY PREDECESSOR OF
THIS CAPITAL SECURITY) ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) SO
LONG AS THIS CAPITAL SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A
UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A
"QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) THAT PURCHASES FOR
ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM
NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D)
TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH
(A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING
THIS CAPITAL SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN
INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW
TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF
THE SECURITIES ACT OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT, SUBJECT TO THE RIGHT OF THE
TRUST AND THE COMPANY PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO
CLAUSE (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (ii)
PURSUANT TO CLAUSE (D), TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM
APPEARING ON THE REVERSE OF THIS CAPITAL SECURITY IS COMPLETED AND DELIVERED BY
THE TRANSFEREE TO THE TRUST.  SUCH HOLDER FURTHER AGREES THAT IT WILL DELIVER
TO EACH PERSON TO WHOM THIS CAPITAL SECURITY IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.]

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





                                      A1-2
<PAGE>   93
                 THE HOLDER OF THIS CAPITAL SECURITY BY ITS THE ACCEPTANCE
HEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT EITHER (i) IT IS NOT AN
EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA") OR (ii) THE ACQUISITION AND HOLDING OF THIS CAPITAL
SECURITY BY IT IS NOT PROHIBITED BY EITHER SECTION 406 OF ERISA OR SECTION 4975
OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR EXEMPT FROM ANY SUCH
PROHIBITION.





                                      A1-3
<PAGE>   94
Number of Series A                                Aggregate Liquidation
Capital Securities:                               Amount: $16,200,000
16,200                                            CUSIP NO. 320653 AA 6


                 Certificate Evidencing Series A Capital Securities

                                       of

                         First Keystone Capital Trust I


                       Series A 9.70% Capital Securities
                (liquidation amount $1,000 per Capital Security)

                 First Keystone Capital Trust I, a statutory business trust
created under the laws of the State of Delaware (the "Trust"), hereby certifies
that ______________ (the "Holder") is the registered owner of $16,200,000 in
aggregate liquidation amount of Capital Securities of the Trust representing
undivided beneficial interests in the assets of the Trust designated the Series
A 9.70% Capital Securities (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 and shall in all respects be
subject to the provisions of the Amended and Restated Declaration of Trust of
the Trust dated as of August 26, 1997, as the same may be amended from time to
time (the "Declaration"), including the designation of the terms of the Capital
Securities as set forth in Annex I to the Declaration.  Capitalized terms used
but not defined herein shall have the meaning given them in the Declaration.
The Sponsor will provide a copy of the Declaration, the Capital Securities
Guarantee, the Common Securities Guarantee (as may be appropriate), and the
Indenture (including any supplemental indenture) to a Holder without charge
upon written request to the Trust at its principal place of business.

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

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





                                      A1-4
<PAGE>   95
                 IN WITNESS WHEREOF, the Trust has duly executed this
certificate.

Dated:


                                           FIRST KEYSTONE CAPITAL TRUST I


                                           By:
                                              --------------------------------
                                              Name: Thomas M. Kelly
                                              Administrative Trustee


                 PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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



                                                THE BANK OF NEW YORK,
                                                as Property Trustee
                                                
                                                
Dated:                                          By:                            
                                                    ---------------------------
                                                        Authorized Signatory





                                      A1-5
<PAGE>   96
                         [FORM OF REVERSE OF SECURITY]

                 Distributions payable on each Capital Security will be fixed
at a rate per annum of 9.70% (the "Coupon Rate") of the liquidation amount of
$1,000 per Capital Security, such rate being the rate of interest payable on
the Debentures to be held by the Property Trustee.  Distributions in arrears
for more than one semi-annual period will bear interest thereon compounded
semi-annually at the Coupon Rate (to the extent permitted by applicable law).
Pursuant to the Registration Rights Agreement, in certain limited circumstances
the Debenture Issuer will be required to pay Liquidated Damages (as defined in
the Registration Rights Agreement) with respect to the Debentures.  The term
"Distributions," as used herein, includes such cash distributions and any such
interest and such Liquidated Damages payable unless otherwise stated.  A
Distribution is payable only to the extent that payments are made in respect of
the Debentures held by the Property Trustee and to the extent the Property
Trustee has funds on hand legally available therefor.

                 Distributions on the Capital Securities will be cumulative,
will accumulate from the most recent date to which Distributions have been paid
or duly provided for, if no Distributions have been paid or duly provided for,
from August 26, 1997 and will be payable semi-annually in arrears, on February
15 and August 15 of each year, commencing on February 15, 1998, except as
otherwise described below.  Distributions will be computed on the basis of a
360-day year consisting of twelve 30-day months and, for any period less than a
full calendar month, the number of days elapsed in such month.  As long as no
Event of Default has occurred and is continuing under the Indenture, the
Debenture Issuer has the right under the Indenture to defer payments of
interest by extending the interest payment period at any time and from time to
time on the Debentures for a period not exceeding 10 consecutive calendar
semi-annual periods, including the first such semi-annual period during such
extension period (each an "Extension Period"), provided that no Extension
Period shall end on a date other than an Interest Payment Date for the
Debentures or extend beyond the Maturity Date of the Debentures.  As a
consequence of such deferral, Distributions also will be deferred.  Despite
such deferral, semi-annual Distributions will continue to accumulate with
interest thereon (to the extent permitted by applicable law, but not at a rate
exceeding the rate of interest then accruing on the Debentures) at the Coupon
Rate compounded semi-annually during any such Extension Period.  Prior to the
termination of any such Extension Period, the Debenture Issuer may further
defer payments of interest by further extending such Extension Period; provided
that such Extension Period, together with all such previous and further
extensions within such Extension Period, may not exceed 10 consecutive
semi-annual periods, including the first semi-annual period during such
Extension Period, end on a date other than an Interest Payment Date for the
Debentures or extend beyond the Maturity Date of the Debentures.  Payments of
accumulated Distributions will be payable to Holders as they appear on the
books and records of the Trust on the first record date after the end of the
Extension Period.  Upon the termination of any Extension Period and the payment
of all amounts then due, the Debenture Issuer may commence a new Extension
Period, subject to the above requirements.





                                      A1-6
<PAGE>   97
                 Subject to the receipt of any required regulatory approval and
to certain other conditions set forth in the Declaration and the Indenture, the
Property Trustee may, at the direction of the Sponsor, at any time dissolve the
Trust and, after satisfaction of liabilities to creditors of the Trust, cause
the Debentures to be distributed to the holders of the Securities in
liquidation of the Trust or, simultaneous with any redemption of the
Debentures, cause a Like Amount of the Securities to be redeemed by the Trust.

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





                                     A1-7


<PAGE>   98
                                   ASSIGNMENT

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

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

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


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

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

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

                  (Insert address and zip code of assignee)


and irrevocably appoints                                                       
--------------------------------------------------------------------------------

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

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


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

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




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

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

                                      A1-8
<PAGE>   99
[Include the following if the Capital Security bears a Restricted Capital
Securities Legend]

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

CHECK ONE BOX BELOW

         (1)     [ ]      exchanged for the undersigned's own account without
                          transfer; or

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

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

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

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

Unless one of the boxes is checked, the Registrar will refuse to register any
of the Capital Securities evidenced by this certificate in the name of any
Person other than the registered Holder thereof; provided, however, that if box
(3) or (4) is checked, the Registrar may require, prior to registering any such
transfer of the Capital Securities, such legal opinions, certifications and
other information as the Trust has reasonably requested to confirm that such
transfer is being made pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act of 1933, as
amended, such as  the exemption provided by Rule 144 under such Act; provided,
further, that (i) if box (2) is checked, the transferee must also certify in
the form attached hereto that it is a "qualified institutional buyer" as
defined in Rule 144A or (ii) if box (3) is checked, the transferee must also
provide to the Registrar a Transferee Letter of Representation in the form
attached to the Offering Memorandum of the Trust dated August 21, 1997;
provided, further, that after the date that a Registration Statement has been
filed and so long as such Registration Statement continues to be effective, the
Registrar may only permit transfers for which box (5) has been checked.


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





                                      A1-9
<PAGE>   100
                  CERTIFICATE OF QUALIFIED INSTITUTIONAL BUYER



         The undersigned transferee of Capital Securities hereby certifies that
(i) the undersigned is a "qualified institutional buyer" (a "QIB") as defined
in Rule 144A ("Rule 144A") promulgated under the Securities Act of 1933, as
amended (the "Securities Act"), (ii) the undersigned is aware that the transfer
of the Capital Securities to the undersigned is being made in reliance on Rule
144A and (iii) the undersigned is acquiring the Capital Securities for its own
account or for the account of another QIB over which the undersigned exercises
its sole investment discretion.

         The undersigned also understands and acknowledges that the Capital
Securities have not been registered under the Securities Act or any other
applicable securities law, are being offered for resale in transactions not
requiring registration under the Securities Act and may not be offered, sold,
pledged or otherwise transferred except in compliance with the registration
requirements of the Securities Act or any other applicable securities laws,
pursuant to an exemption therefrom or in a transaction not subject thereto and,
in each case, in compliance with the terms of the Capital Securities and the
terms of the Amended and Restated Declaration of Trust of First Keystone
Capital Trust I, dated as of August 26, 1997, as the same may be amended from
time to time.





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





                                     A1-10
<PAGE>   101
                                  EXHIBIT A-2

                      FORM OF COMMON SECURITY CERTIFICATE

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

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





                                      A2-1
<PAGE>   102
FURTHER AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS COMMON SECURITY
IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

         THIS COMMON SECURITY IS NOT TRANSFERABLE EXCEPT AS SET FORTH IN
SECTION 9.1(c) OF THE AMENDED AND RESTATED DECLARATION OF TRUST OF THE FIRST
KEYSTONE CAPITAL TRUST I, DATED AS OF AUGUST 26, 1997, AS THE SAME MAY BE
AMENDED FROM TIME TO TIME.





                                      A2-2
<PAGE>   103
                    Certificate Evidencing Common Securities

                                       of

                         First Keystone Capital Trust I


                            9.70% Common Securities
                (liquidation amount $1,000 per Common Security)


                 First Keystone Capital Trust I, a statutory business trust
created under the laws of the State of Delaware (the "Trust"), hereby certifies
that _____________________ (the "Holder") is the registered owner of 502 common
securities of the Trust representing undivided beneficial interests in the
assets of the Trust designated the 9.70% Common Securities (liquidation amount
$1,000 per Common Security) (the "Common Securities").  Subject to the
limitations in Section 9.1(c) of the Declaration (as defined below), the Common
Securities are transferable on the books and records of the Trust, in person or
by a duly authorized attorney, upon surrender of this certificate duly endorsed
and in proper form for transfer.  The designation, rights, privileges,
restrictions, preferences and other terms and provisions of the Common
Securities represented hereby are issued and shall in all respects be subject
to the provisions of the Amended and Restated Declaration of Trust of the Trust
dated as of August 26, 1997, as the same may be amended from time to time (the
"Declaration"), including the designation of the terms of the Common Securities
as set forth in Annex I to the Declaration.  Capitalized terms used but not
defined herein shall have the meaning given them in the Declaration.  The
Sponsor will provide a copy of the Declaration, the Common Securities
Guarantee, the Capital Securities Guarantee (as may be appropriate) and the
Indenture (including any supplemental indenture) to a Holder without charge
upon written request to the Sponsor at its principal place of business.

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

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





                                      A2-3
<PAGE>   104
                 IN WITNESS WHEREOF, the Trust has executed this certificate
this 26th day of August, 1997.


                                    First Keystone Capital Trust I
                                    
                                    
                                    By:
                                       --------------------------------
                                         Name: Thomas M. Kelly
                                         Administrative Trustee





                                      A2-4
<PAGE>   105
                         [FORM OF REVERSE OF SECURITY]

                 Distributions payable on each Common Security will be fixed at
a rate per annum of 9.70% (the "Coupon Rate") of the liquidation amount of
$1,000 per Common Security, such rate being the rate of interest payable on the
Debentures to be held by the Property Trustee.  Distributions in arrears for
more than one semi-annual period will bear interest thereon compounded
semi-annually at the Coupon Rate (to the extent permitted by applicable law).
Pursuant to the Registration Rights Agreement, in certain limited circumstances
the Debenture Issuer will be required to pay Liquidated Damages (as defined in
the Registration Rights Agreement) with respect to the Debentures.  The term
"Distributions", as used herein, includes such cash distributions and any such
interest and such Liquidated Damages payable unless otherwise stated.  A
Distribution is payable only to the extent that payments are made in respect of
the Debentures held by the Property Trustee and to the extent the Property
Trustee has funds available therefor.

                 Distributions on the Common Securities will be cumulative,
will accrue from the most recent date to which Distributions have been paid or
duly provided for or, if no Distributions have been paid or duly provided for,
from August 26, 1997 and will be payable semi-annually in arrears, on February
15 and August 15 of each year, commencing on February 15, 1998, except as
otherwise described below.  Distributions will be computed on the basis of a
360-day year consisting of twelve 30-day months and, for any period less than a
full calendar month, the number of days elapsed in such month.  As long as no
Event of Default has occurred and is continuing under the Indenture, the
Debenture Issuer has the right under the Indenture to defer payments of
interest by extending the interest payment period at any time and from time to
time on the Debentures for a period not exceeding 10 consecutive calendar
semi-annual periods, including the first such semi-annual period during such
extension period (each an "Extension Period"), provided that no Extension
Period shall end on a date other than an Interest Payment Date for the
Debentures or extend beyond the Maturity Date of the Debentures.  As a
consequence of such deferral, Distributions also will be deferred.  Despite
such deferral, Distributions will continue to accumulate with interest thereon
(to the extent permitted by applicable law, but not at a rate exceeding the
rate of interest then accruing on the Debentures) at the Coupon Rate compounded
semi-annually during any such Extension Period.  Prior to the termination of
any such Extension Period, the Debenture Issuer may further defer payments of
interest by further extending such Extension Period; provided that such
Extension Period, together with all such previous and further extensions within
such Extension Period, may not exceed 10 consecutive semi-annual periods,
including the first semi-annual period during such Extension Period, or end on
a date other than an Interest Payment Date for the Debentures or extend beyond
the Maturity Date of the Debentures.  Payments of accrued Distributions will be
payable to Holders as they appear on the books and records of the Trust on the
first record date after the end of the Extension Period.  Upon the termination
of any Extension Period and the payment of all amounts then due, the Debenture
Issuer may commence a new Extension Period, subject to the above requirements.





                                      A2-5
<PAGE>   106
                 Subject to the receipt of any required regulatory approval and
to certain other conditions set forth in the Declaration and the Indenture, the
Property Trustee may, at the direction of the Sponsor, at any time dissolve the
Trust and, after satisfaction of liabilities to creditors of the Trust, cause
the Debentures to be distributed to the holders to the Securities in
liquidation of the Trust or, simultaneous with any redemption of the
Debentures, cause a Like Amount of the Securities to be redeemed by the Trust.

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

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





                                     A2-6
<PAGE>   107

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

                                   ASSIGNMENT

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

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

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

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


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

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

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


and irrevocably appoints                                                     
--------------------------------------------------------------------------------

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


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





                                      A2-7
<PAGE>   108
In connection with any transfer of any of the Common Securities evidenced by
this certificate, the undersigned confirms that such Common Securities are
being:

CHECK ONE BOX BELOW

         (1)     [ ]      exchanged for the undersigned's own account without
                          transfer; or

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

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

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

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

Unless one of the boxes is checked, the Registrar will refuse to register any
of the Common Securities evidenced by this certificate in the name of any
Person other than the registered Holder thereof; provided, however, that if box
(3) or (4) is checked, the Registrar may require, prior to registering any such
transfer of the Common Securities, such legal opinions, certifications and
other information as the Trust has reasonably requested to confirm that such
transfer is being made pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act of 1933, as
amended, such as  the exemption provided by Rule 144 under such Act; provided,
further, that (i) if box (2) is checked, the transferee must also certify in
the form attached that it is a "qualified institutional buyer" as defined in
Rule 144A or (ii) if box (3) is checked, the transferee must also provide to
the Registrar a Transferee Letter of Representation in the form attached to the
Offering Memorandum of the Trust, dated August 21, 1997 (as modified to reflect
the transfer of Common Securities).




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





                                      A2-8
<PAGE>   109
                  CERTIFICATE OF QUALIFIED INSTITUTIONAL BUYER



         The undersigned transferee of Common Securities hereby certifies that
(i) the undersigned is a "qualified institutional buyer" (a "QIB") as defined
in Rule 144A ("Rule 144A") promulgated under the Securities Act of 1933, as
amended (the "Securities Act"), (ii) the undersigned is aware that the transfer
of the Common Securities to the undersigned is being made in reliance on Rule
144A and (iii) the undersigned is acquiring the Common Securities for its own
account or for the account of another QIB over which the undersigned exercises
its sole investment discretion.

         The undersigned also understands and acknowledges that the Common
Securities have not been registered under the Securities Act or any other
applicable securities law, are being offered for resale in transactions not
requiring registration under the Securities Act and may not be offered, sold,
pledged or otherwise transferred except in compliance with the registration
requirements of the Securities Act or any other applicable securities laws,
pursuant to an exemption therefrom or in a transaction not subject thereto and,
in each case, in compliance with the terms of the Common Securities and the
terms of the Amended and Restated Declaration of Trust of First Keystone
Capital Trust I, dated as of August 26, 1997, as the same may be amended from
time to time.




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





                                      A2-9
<PAGE>   110
                                   EXHIBIT B

                             SPECIMEN OF DEBENTURE





                                      B-1
<PAGE>   111
                                   EXHIBIT C

                               PURCHASE AGREEMENT





                                      C-1
<PAGE>   112
                                   EXHIBIT D

                         REGISTRATION RIGHTS AGREEMENT





                                      C-2