<PAGE>
                                                                    Exhibit 4.05

                         PRINCIPAL FINANCIAL GROUP, INC.

                                       to

                            WILMINGTON TRUST COMPANY

                                     Trustee


                          JUNIOR SUBORDINATED INDENTURE

                               Dated as of _, 200_
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                Page
                                                                                                ----
<S>          <C>                                                                                <C>
                                   ARTICLE ONE
             Definitions and other Provisions of General Application

SECTION 101.   Definitions........................................................................1
SECTION 102.   Compliance Certificate and Opinions...............................................10
SECTION 103.   Forms of Documents Delivered to Trustee...........................................11
SECTION 104.   Acts of Holders...................................................................11
SECTION 105.   Notices, Etc......................................................................12
SECTION 106.   Notice to Holders; Waiver.........................................................13
SECTION 107.   Conflict With Trust Indenture Act.................................................13
SECTION 108.   Effect of Headings and Table of Contents..........................................13
SECTION 109.   Successors and Assigns............................................................13
SECTION 110.   Separability Clause...............................................................13
SECTION 111.   Benefits of Indenture.............................................................14
SECTION 112.   Governing Law.....................................................................14
SECTION 113.   Non-Business Days.................................................................14

                                   ARTICLE TWO
                                 Security Forms

SECTION 201.   Forms Generally...................................................................14
SECTION 202.   Form of Face of Security..........................................................15
SECTION 203.   Form of Reverse of Security.......................................................19
SECTION 204.   Additional Provisions Required in Global Security.................................21
SECTION 205.   Form of Trustee's Certificate of Authentication...................................22

                                  ARTICLE THREE
                                 The Securities

SECTION 301.   Title and Terms...................................................................22
SECTION 302.   Denominations.....................................................................24
SECTION 303.   Execution, Authentication, Delivery and Dating....................................25
SECTION 304.   Temporary Securities..............................................................26
SECTION 305.   Registration, Transfer and Exchange...............................................27
SECTION 306.   Mutilated, Destroyed, Lost and Stolen Securities..................................28
SECTION 307.   Payment of Interest; Interest Rights Preserved....................................29
SECTION 308.   Persons Deemed Owners.............................................................31
SECTION 309.   Cancellation......................................................................31
SECTION 310.   Computation of Interest...........................................................31
</TABLE>


                                        i
<PAGE>
<TABLE>
<S>            <C>                                                                               <C>
SECTION 311.   Deferrals of Interest Payment Dates...............................................31
SECTION 312.   Right of Set-Off..................................................................32
SECTION 313.   Agreed Tax Treatment..............................................................33
SECTION 314.   Extension of Stated Maturity; Adjustment of Stated Maturity Upon an Exchange......33
SECTION 315.   CUSIP Numbers.....................................................................33

                                  ARTICLE FOUR
                           Satisfaction and Discharge

SECTION 401.   Satisfaction and Discharge of Indenture...........................................34
SECTION 402.   Application of Trust Money........................................................35
SECTION 403.   Satisfaction, Discharge and Defeasance of Securities of Any Series................35

                                  ARTICLE FIVE
                                    Remedies

SECTION 501.   Events of Default.................................................................37
SECTION 502.   Acceleration of Maturity; Rescission and Annulment................................38
SECTION 503.   Collection of Indebtedness and Suits for Enforcement by Trustee...................40
SECTION 504.   Trustee May File Proofs of Claim..................................................40
SECTION 505.   Trustee May Enforce Claim Without Possession of Securities........................41
SECTION 506.   Application of Money Collected....................................................42
SECTION 507.   Limitation on Suits...............................................................42
SECTION 508.   Unconditional Right of Holders to Receive Principal, Premium and Interest.........43
SECTION 509.   Restoration of Rights and Remedies................................................43
SECTION 510.   Rights and Remedies Cumulative....................................................43
SECTION 511.   Delay or Omission Not Waiver......................................................44
SECTION 512.   Control by Holders................................................................44
SECTION 513.   Waiver of Past Defaults...........................................................45
SECTION 514.   Undertaking for Costs.............................................................45
SECTION 515.   Waiver of Stay or Extension Laws..................................................45

                                   ARTICLE SIX
                                   The Trustee

SECTION 601.   Certain Duties and Responsibilities...............................................46
SECTION 602.   Notice of Defaults................................................................47
SECTION 603.   Certain Rights of Trustee.........................................................47
SECTION 604.   Not Responsible for Recitals or Issuance of Securities............................48
</TABLE>


                                       ii
<PAGE>
<TABLE>
<S>           <C>                                                                                <C>
SECTION 605.   May Hold Securities...............................................................49
SECTION 606.   Money Held in Trust...............................................................49
SECTION 607.   Compensation and Reimbursement....................................................49
SECTION 608.   Disqualification; Conflicting Interests...........................................50
SECTION 609.   Corporate Trustee Required; Eligibility...........................................50
SECTION 610.   Resignation and Removal; Appointment of Successor.................................51
SECTION 611.   Acceptance of Appointment by Successor............................................52
SECTION 612.   Merger, Conversion, Consolidation or Succession to Business.......................53
SECTION 613.   Preferential Collection of Claims Against Company.................................54
SECTION 614.   Appointment of Authenticating Agent...............................................54

                                  ARTICLE SEVEN
                Holders' Lists and Reports by Trustee and Company

SECTION 701.   Company to Furnish Trustee Names and Addresses of Holders.........................56
SECTION 702.   Preservation of Information, Communications to Holders............................56
SECTION 703.   Reports by Trustee................................................................57
SECTION 704.   Reports by Company................................................................57

                                  ARTICLE EIGHT
              Consolidation, Merger, Conveyance, Transfer or Lease

SECTION 801.   Company May Consolidate, Etc......................................................58
SECTION 802.   Successor Corporation Substituted.................................................59

                                  ARTICLE NINE
                             Supplemental Indentures

SECTION 901.   Supplemental Indentures Without Consent of Holders................................60
SECTION 902.   Supplemental Indentures with Consent of Holders...................................61
SECTION 903.   Execution of Supplemental Indentures..............................................62
SECTION 904.   Effect of Supplemental Indentures.................................................63
SECTION 905.   Conformity with Trust Indenture Act...............................................63
SECTION 906.   Reference in Securities to Supplemental Indentures................................63

                                   ARTICLE TEN
                                    Covenants

SECTION 1001.  Payment of Principal, Premium and Interest........................................63
SECTION 1002.  Maintenance of Office or Agency...................................................63
SECTION 1003.  Money for Security Payments to be Held in Trust...................................64
SECTION 1004.  Payment of Taxes and Other Claims.................................................65
SECTION 1005.  Statement as to Compliance........................................................66
SECTION 1006.  Waiver of Certain Covenants.......................................................66
</TABLE>


                                       iii
<PAGE>
<TABLE>
<S>            <C>                                                                               <C>
SECTION 1007.  Additional Sums...................................................................66
SECTION 1008.  Additional Covenants..............................................................67

                                 ARTICLE ELEVEN
                            Redemption of Securities

SECTION 1101.  Applicability of This Article.....................................................68
SECTION 1102.  Election to Redeem; Notice to Trustee.............................................68
SECTION 1103.  Selection of Securities to be Redeemed............................................68
SECTION 1104.  Notice of Redemption..............................................................69
SECTION 1105.  Deposit of Redemption Price.......................................................69
SECTION 1106.  Payment of Securities Called for Redemption.......................................70
SECTION 1107.  Company's Right of Redemption.....................................................70

                                 ARTICLE TWELVE
                           Subordination of Securities

SECTION 1201.  Securities Subordinate to Senior Debt.............................................73
SECTION 1202.  Payment Over of Proceeds Upon Dissolution, Etc....................................73
SECTION 1203.  Prior Payment to Senior Debt Upon Acceleration of Securities......................74
SECTION 1204.  No Payment When Senior Debt in Default............................................75
SECTION 1205.  Payment Permitted If No Default...................................................76
SECTION 1206.  Subrogation to Rights of Holders of Senior Debt...................................76
SECTION 1207.  Provisions Solely to Define Relative Rights.......................................76
SECTION 1208.  Trustee to Effectuate Subordination...............................................77
SECTION 1209.  No Waiver of Subordination Provisions.............................................77
SECTION 1210.  Notice to Trustee.................................................................77
SECTION 1211.  Reliance on Judicial Order or Certificate of Liquidating Agent....................78
SECTION 1212.  Trustee Not Fiduciary for Holders of Senior Debt..................................78
SECTION 1213.  Rights of Trustee as Holder of Senior Debt; Preservation of Trustee's Rights......78
SECTION 1214.  Article Applicable to Paying Agents...............................................78
SECTION 1215.  Certain Conversions or Exchanges Deemed Payment...................................79
</TABLE>

Annex A  --       Form of Trust Agreement

Annex B  --       Form of Amended and Restated Trust Agreement

Annex C  --       Form of Guarantee Agreement


                                       iv
<PAGE>
                                                                    Exhibit 4.05

                         PRINCIPAL FINANCIAL GROUP, INC.

      Reconciliation and tie between the Trust Indenture Act of 1939 (including
cross-references to provisions of Sections 310 to and including 317 which,
pursuant to Section 318(c) of the Trust Indenture Act of 1939, as amended by the
Trust Reform Act of 1990, are a part of and govern the Indenture whether or not
physically contained therein) and the Indenture.

<TABLE>
<CAPTION>
Trust Indenture
Act Section                                                                              Indenture Section
-----------                                                                              -----------------
<S>         <C>                                                                          <C>

Section 310 (a)(1), (2) and (5)........................................................................609
            (a)(3)..........................................................................Not Applicable
            (a)(4)..........................................................................Not Applicable
            (b)...................................................................................608, 610
            (c).............................................................................Not Applicable
Section 311 (a).....................................................................................613(a)
            (b).....................................................................................613(b)
            (b)(2)...............................................................................703(a)(2)
Section 312 (a)................................................................................701, 702(a)
            (b).....................................................................................702(b)
            (c).....................................................................................702(c)
Section 313 (a).....................................................................................703(a)
            (b).....................................................................................703(b)
            (c).............................................................................703(a), 703(b)
            (d).....................................................................................703(c)
Section 314 (a)(1), (2) and (3)........................................................................704
            (a)(4)....................................................................................1006
            (b).............................................................................Not Applicable
            (c)(1).....................................................................................102
            (c)(2).....................................................................................102
            (c)(3)..........................................................................Not Applicable
            (d).............................................................................Not Applicable
            (e)........................................................................................102
            (f).............................................................................Not Applicable
Section 315 (a).....................................................................................601(a)
            (b).............................................................................602, 703(a)(6)
            (c).....................................................................................601(b)
            (d).....................................................................................601(c)
            (d)(1)...............................................................................601(a)(1)
            (d)(2)...............................................................................601(c)(2)
            (d)(3)...............................................................................601(c)(3)
</TABLE>


                                        v
<PAGE>
<TABLE>
<S>         <C>                                                                             <C>
            (e)........................................................................................514
Section 316 (a)........................................................................................101
            (a)(1)(A)..................................................................................512
            (a)(1)(B)..................................................................................513
            (a)(2)..........................................................................Not Applicable
            (b)........................................................................................508
            (c).....................................................................................104(f)
Section 317 (a)(1).....................................................................................503
            (a)(2).....................................................................................504
            (b).......................................................................................1003
Section 318 (a)........................................................................................107
</TABLE>

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


                                       vi
<PAGE>
                                                                    Exhibit 4.05

      JUNIOR SUBORDINATED INDENTURE, dated as of _, 200_, between PRINCIPAL
FINANCIAL GROUP, INC., a Delaware corporation (hereinafter called the "Company")
having its principal office at 711 High Street, Des Moines, Iowa 50392, and
Wilmington Trust Company, a Delaware banking corporation duly organized and
existing under the laws of the State of Delaware, as Trustee (hereinafter called
the "Trustee").

                             RECITALS OF THE COMPANY

      The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured junior
subordinated debt securities in series (hereinafter called the "Securities") of
substantially the tenor hereinafter provided, including, without limitation,
Securities issued to evidence loans made to the Company of the proceeds from the
issuance from time to time by one or more statutory trusts (each a "Principal
Trust", and collectively, the "Principal Trusts") of preferred trust interests
in such Trusts (the "Preferred Securities") and common interests in such Trusts
(the "Common Securities"), and to provide the terms and conditions upon which
the Securities are to be authenticated, issued and delivered.

      All things necessary to make the Securities, when executed by the Company
and authenticated and delivered hereunder and duly issued by the Company, the
valid obligations of the Company, and to make this Indenture a valid agreement
of the Company, in accordance with their and its terms, have been done.

      NOW THEREFORE, THIS INDENTURE WITNESSETH:

      For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Securities or of any
series thereof, as follows:

                                   ARTICLE ONE

             Definitions and other Provisions of General Application

SECTION 101. Definitions.

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

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

      (2) All other terms used herein which are defined in the Trust Indenture
Act, either directly or by reference therein, have the meanings assigned to them
therein;
<PAGE>
      (3) All accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with generally accepted accounting principles,
and the term "generally accepted accounting principles" with respect to any
computation required or permitted hereunder shall mean such accounting
principles which are generally accepted at the date or time of such computation;
provided, that when two or more principles are so generally accepted, it shall
mean that set of principles consistent with those in use by the Company; and

      (4) The words "herein," "hereof" and "hereunder" and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision.

      Certain terms, used principally in Article Six, are defined in that
Article.

      "Act" when used with respect to any Holder has the meaning specified in
Section 104.

      "Additional Interest" means the interest, if any, that shall accrue on any
interest on the Securities of any series that is in arrears for more than one
interest payment period or not paid during any Extension Period, which in either
case shall accrue at the rate per annum specified or determined as specified in
such Security.

      "Additional Sums" has the meaning specified in Section 1007.

      "Additional Taxes" means the sum of additional taxes, duties and other
governmental charges to which a Principal Trust has become subject from time to
time as a result of a Tax Event.

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

      "Authenticating Agent" means any Person authorized by the Trustee pursuant
to Section 614 to act on behalf of the Trustee to authenticate Securities of one
or more series.

      "Board of Directors" means either the board of directors of the Company or
any committee of that board duly authorized to act hereunder.


                                       2
<PAGE>
      "Board Resolution" means a copy of a resolution certified by the
Secretary, the Corporate Secretary or an Assistant Secretary of the Company to
have been duly adopted by the Board of Directors, or such committee of the Board
of Directors or officers of the Company to which authority to act on behalf of
the Board of Directors has been delegated, and to be in full force and effect on
the date of such certification, and delivered to the Trustee.

      "Business Day" means any day other than (i) a Saturday or Sunday or (ii) a
day on which banking institutions in The City of New York are authorized or
required by law or executive order to remain closed or (iii) a day on which the
Corporate Trust Office of the Trustee, or, with respect to the Securities of a
series issued to a Principal Trust, the principal office of the Property Trustee
under the related Trust Agreement, is closed for business.

      "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, or if at
any time after the execution of this instrument such Commission is not existing
and performing the duties now assigned to it under the Trust Indenture Act, then
the body performing such duties on such date.

      "Common Securities" has the meaning specified in the first recital of this
Indenture.

      "Company" means the Person named as the "Company" in the first paragraph
of this instrument until a successor corporation shall have become such pursuant
to the applicable provisions of this Indenture, and thereafter "Company" shall
mean such successor corporation.

      "Company Request" and "Company Order" mean, respectively, the written
request or order signed in the name of the Company by the Chairman, President,
Chief Executive Officer or a Vice President, and by the Treasurer, an Associate
Treasurer, an Assistant Treasurer, the Controller, the Secretary, the Corporate
Secretary or an Assistant Secretary of the Company, and delivered to the
Trustee.

      "Corporate Trust Office" means the principal office of the Trustee at
which at any particular time its corporate trust business shall be administered.

      "Corporation" includes corporations, associations, companies and business
trusts.

      "Current Value" has the meaning specified in Section 1107.

      "Debt" means, with respect to any Person, whether recourse is to all or a
portion of the assets of such Person and whether or not contingent, (i) every
obligation of such Person for money borrowed; (ii) every obligation of such
Person evidenced by bonds,


                                       3
<PAGE>
debentures, notes or other similar instruments, including obligations incurred
in connection with the acquisition of property, assets or businesses; (iii)
every reimbursement obligation of such Person with respect to letters of credit,
bankers' acceptances or similar facilities issued for the account of such
Person; (iv) every obligation of such Person issued or assumed as the deferred
purchase price of property or services (but excluding trade accounts payable or
accrued liabilities arising in the ordinary course of business); (v) every
capital lease obligation of such Person; and (vi) every obligation of the type
referred to in clauses (i) through (v) of another Person and all dividends of
another Person the payment of which, in either case, such Person has guaranteed
or is responsible or liable, directly or indirectly, as obligor or otherwise.

      "Defaulted Interest" has the meaning specified in Section 307.

      "Depositary" means, with respect to the Securities of any series issuable
or issued in whole or in part in the form of one or more Global Securities, the
Person designated as Depositary by the Company pursuant to Section 301 with
respect to such series (or any successor thereto).

      "Discounted Remaining Fixed Amount Payments" has the meaning specified in
Section 1107.

      "Discounted Swap Equivalent Payments" has the meaning specified in Section
1107.

      "Dollar" means the currency of the United States of America as at the time
of payment is legal tender for the payment of public and private debts.

      "Event of Default" unless otherwise specified in the supplemental
indenture creating a series of Securities, has the meaning specified in Article
Five.

      "Extension Period" has the meaning specified in Section 311.

      "Foreign Currency" means any currency issued by the government of one or
more countries other than the United States of America or by any recognized
confederation or association of such governments.

      "Global Security" means a Security in the form prescribed in Section 204
evidencing all or part of a series of Securities, issued to the Depositary or
its nominee for such series, and registered in the name of such Depositary or
its nominee.

      "Government Obligations" means, with respect to the Securities of any
series, securities which are (i) direct obligations of the United States of
America or (ii) obligations of a Person controlled or supervised by and acting
as an agency or instrumentality of the United States of America the payment of
which is unconditionally


                                       4
<PAGE>
guaranteed by the United States of America and which, in either case, are full
faith and credit obligations of the United States of America and are not
callable or redeemable at the option of the issuer thereof and shall also
include a depository receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act of 1933, as amended) as custodian with respect to any such
Government Obligation or a specific payment of interest on or principal of any
such Government Obligation held by such custodian for the account of the holder
of such depository receipt; provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount received by the custodian in
respect of the Government Obligation or the specific payment of interest on or
principal of the Government Obligation evidenced by such depository receipt.


      "Guarantor" means Principal Financial Services, Inc., an Iowa business
corporation, and its successors and assigns.


      "Holder" means a Person in whose name a Security is registered in the
Securities Register.

      "Indenture" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof and shall
include the terms of each particular series of Securities established as
contemplated by Section 301.

      "Interest Payment Date" means as to each series of Securities the Stated
Maturity of an installment of interest on such Securities.

      "Interest Rate" means the rate of interest specified or determined as
specified in each Security as being the rate of interest payable on such
Security.

      "Investment Company Event" means, in respect of a Principal Trust, the
occurrence of a change in law or regulation or a change in interpretation or
application of law or regulation by any legislative body, court, governmental
agency or regulatory authority (a "Change in 1940 Act Law") to the effect that
such Principal Trust is or will be considered an "investment company" that is
required to be registered under the 1940 Act, which Change in 1940 Act Law
becomes effective on or after the date of original issuance of the Preferred
Securities of such Principal Trust.

      "Junior Subordinated Payment" has the meaning specified in Section 1202.

      "Lien" means any mortgage, pledge, lien, security interest or other
encumbrance.

      "Maturity" when used with respect to any Security means the date on which
the principal of such Security becomes due and payable as therein or herein
provided, whether at the Stated Maturity or by declaration of acceleration, call
for redemption or otherwise.

      "1940 Act" means the Investment Company Act of 1940, as amended.


                                       5
<PAGE>
      "Notice of Default" has the meaning specified in Section 501(3).

      "Officers' Certificate" means a certificate signed by the Chairman,
President, Chief Executive Officer or a Vice President, and by the Treasurer, an
Associate Treasurer, an Assistant Treasurer, the Controller, the Secretary, the
Corporate Secretary or an Assistant Secretary of the Company, and delivered to
the Trustee.

      "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company.

      "Original Issue Date" means the date of issuance specified as such in each
Security.

      "Original Issue Discount Security" means any security which provides for
an amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 502.

      "Outstanding" means, as of the date of determination, all Securities
theretofore authenticated and delivered under this Indenture, except:

            (i) Securities theretofore canceled by the Trustee or delivered to
      the Trustee for cancellation;

            (ii) Securities for whose payment money in the necessary amount has
      been theretofore deposited with the Trustee or any Paying Agent in trust
      for the Holders of such Securities; provided that, if such Securities are
      to be redeemed, notice of such redemption has been duly given pursuant to
      this Indenture or provision therefore satisfactory to the Trustee has been
      made; and

            (iii) Securities in substitution for or in lieu of which other
      Securities have been authenticated and delivered or which have been paid
      pursuant to Section 306, unless proof satisfactory to the Trustee is
      presented that any such Securities are held by Holders in whose hands such
      Securities are valid, binding and legal obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the
Company or such other obligor shall be disregarded and deemed not to be
outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which the Trustee knows to be so owned shall
be so disregarded. Securities so owned which have been pledged in good faith may
be regarded as Outstanding if the pledgee establishes to the


                                       6
<PAGE>
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or such other obligor. Upon request
of the Trustee, the Company shall furnish to the Trustee promptly an Officers'
Certificate listing and identifying all Securities, if any, known by the Company
to be owned or held by or for the account of the Company, or any other obligor
on the Securities or any Affiliate of the Company or such obligor, and, subject
to the provisions of Section 601, the Trustee shall be entitled to accept such
Officers' Certificate as conclusive evidence of the facts therein set forth and
of the fact that all Securities not listed therein are Outstanding for the
purpose of any such determination.

      "Paying Agent" means the Trustee or any Person authorized by the Company
to pay the principal of or interest on any Securities on behalf of the Company.

      "Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.


      "PFSI Guarantee", when used with respect to the Securities of or within
any series, means a guarantee by the Guarantor of the obligations of the Company
under such Securities, which guarantee may be included in an indenture or
indentures supplemental hereto or in a separate agreement.


      "Place of Payment" means, with respect to the Securities of any series,
the place or places where the principal of (and premium, if any) and interest on
the Securities of such series are payable pursuant to Section 301 or 311.

      "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any security
authenticated and delivered under Section 306 in lieu of a lost, destroyed or
stolen Security shall be deemed to evidence the same debt as the lost, destroyed
or stolen Security.

      "Preferred Securities" has the meaning specified in the first recital of
this Indenture.


      "Principal Guarantee" means the guarantee by the Company of distributions
on the Preferred Securities of a Principal Trust to the extent provided in the
Principal Guarantee Agreement, substantially in the form attached hereto as
Annex C, or substantially in such form as may be specified as contemplated by
Section 301 with respect to the Securities of any series, in each case as
amended from time to time.



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


      "Principal Trust" has the meaning specified in the first recital of this
Indenture.

      "Proceeding" has the meaning specified in Section 1202.

      "Property Trustee" means, in respect of any Principal Trust, the
commercial bank or trust company identified as the "Property Trustee" in the
related Trust Agreement, solely in its capacity as Property Trustee of such
Principal Trust under such Trust


                                       7
<PAGE>
Agreement and not in its individual capacity, or its successor in interest in
such capacity, or any successor property trustee appointed as therein provided.

      "Regular Record Date" for the interest payable on any Interest Payment
Date with respect to the Securities of a series means, unless otherwise provided
pursuant to Section 301 with respect to Securities of a series, the date which
is fifteen days next preceding such Interest Payment Date (whether or not a
Business Day).

      "Responsible Officer" when used with respect to the Trustee means any
officer of the Trustee assigned by the Trustee from time to time to administer
its corporate trust matters.

      "Restricted Subsidiary" means Principal Life Insurance Company and any
other Subsidiary which is incorporated under the laws of any state of the United
States or the District of Columbia and which is a regulated insurance company
principally engaged in one or more of the life, annuity, property and casualty
insurance businesses, provided that no such Subsidiary, other than Principal
Life Insurance Company, shall be a Restricted Subsidiary if (i) the total assets
of such Subsidiary are less than 10% of the total assets of the Company and its
consolidated Subsidiaries (including such Subsidiary), in each case as set forth
on the most recent fiscal year-end balance sheets of such Subsidiary and the
Company and its consolidated Subsidiaries, respectively, and computed in
accordance with generally accepted accounting principles, or (ii) in the
judgment of the Board of Directors, as evidenced by a Board Resolution, such
Subsidiary is not material to the financial condition of the Company and its
consolidated Subsidiaries taken as a whole.

      "Securities" or "Security" means any debt securities or debt security, as
the case may be, authenticated and delivered under this Indenture.

      "Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 305.

      "Senior Debt" means the principal of (and premium, if any) and interest,
if any (including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Company whether or not such
claim for post-petition interest is allowed in such proceeding), on Debt,
whether incurred on or prior to the date of this Indenture or thereafter
incurred, unless, in the instrument creating or evidencing the same or pursuant
to which the same is outstanding, it is provided that such obligations are not
superior in right of payment to the Securities or to other Debt which is pari
passu with, or subordinated to, the Securities, provided, however, that Senior
Debt shall not be deemed to include (a) any Debt of the Company to any of its
Subsidiaries, (b) Debt to any employee of the Company, (c) any liability for
taxes, (d) Debt or other monetary obligations to trade creditors created or
assumed by the Company or any of its


                                       8
<PAGE>
Subsidiaries in the ordinary course of business in connection with the obtaining
of goods, materials or services and (e) the Securities.

      "Special Event" means a Tax Event or an Investment Company Event.

      "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 307.

      "Stated Maturity" when used with respect to any Security or any
installment of principal thereof or interest thereon means the date specified in
such Security as the date on which the principal of such Security or such
installment of interest is due and payable.

      "Subsidiary" means any corporation of which at the time of determination
the Company and/or one or more Subsidiaries owns or controls directly or
indirectly more than 50% of the outstanding shares of voting stock. For purposes
of this definition, "voting stock" means stock which has voting power for the
election of directors, whether at all times or only so long as no senior class
of stock has such voting power by reason of any contingency.

      "Tax Event" means the receipt by a Principal Trust of an Opinion of
Counsel experienced in such matters to the effect that, as a result of any
amendment to, or change (including any announced prospective change) in, the
laws (or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein affecting taxation, 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 such pronouncement or decision is announced on or after the date of
issuance of the Preferred Securities of such Principal Trust, there is more than
an insubstantial risk that (i) the Principal Trust is, or will be within 90 days
of the date thereof, subject to United States Federal income tax with respect to
income received or accrued on the corresponding series of Securities, (ii)
interest payable by the Company on the corresponding series of Securities is
not, or within 90 days of the date thereof, will not be, deductible, in whole or
in part, for United States Federal income tax purposes or (iii) the Principal
Trust is, or will be within 90 days of the date thereof, subject to more than a
de minimis amount of other taxes, duties or other governmental charges.

      "Trust Agreement" means the Trust Agreement substantially in the form
attached hereto as Annex A, as amended by the form of Amended and Restated Trust
Agreement substantially in the form attached hereto as Annex B, or substantially
in such form as may be specified as contemplated by Section 301 with respect to
the Securities of any series, in each case as amended from time to time.

      "Trustee" means the Person named as the "Trustee" in the first paragraph
of this instrument until a successor Trustee shall have become such pursuant to
the applicable


                                       9
<PAGE>
provisions of this Indenture, and thereafter "Trustee" shall mean or include
each Person who is then a Trustee hereunder and, if at any time there is more
than one such Person, "Trustee" as used with respect to the Securities of any
series shall mean the Trustee with respect to Securities of that series.

      "Trust Indenture Act" means the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-77bbb), as amended and as in effect on the date as of this
Indenture, except as provided in Section 905.

      "Vice President" when used with respect to the Company, means any vice
president, whether or not designated by a number or a word or words added before
or after the title "vice president."

SECTION 102. Compliance Certificate and Opinions.

      Upon any application or request by the Company to the Trustee to take any
action under any provision of this Indenture, the Company shall furnish to the
Trustee an Officers' Certificate stating that all conditions precedent
(including covenants, compliance with which constitutes a condition precedent),
if any, provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent (including covenants compliance with which
constitute a condition precedent), if any, have been complied with, except that
in the case of any such application or request as to which the furnishing of
such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or
opinion need be furnished.

      Every certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than the certificates provided
pursuant to Section 1006) shall include:

      (1) a statement that each individual signing such certificate or opinion
has read such covenant or condition and the definitions herein relating thereto;

      (2) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based;

      (3) a statement that, in the opinion of each such individual, he has made
such examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and

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


                                       10
<PAGE>
SECTION 103. Forms of Documents Delivered to Trustee.

      In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

      Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to matters upon which his certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

      Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

SECTION 104. Acts of Holders.

      (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given to or taken by Holders
may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Holders in person or by an agent duly appointed in
writing; and, except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments is or are delivered to the
Trustee, and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 601) conclusive in favor of the Trustee and
the Company and any agent of the Trustee or the Company, if made in the manner
provided in this Section.

      (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of any notary public or other officer authorized
by law to take acknowledgments of


                                       11
<PAGE>
deeds, certifying that the individual signing such instrument or writing
acknowledged to him the execution thereof. Where such execution is by a Person
acting in other than his individual capacity, such certificate or affidavit
shall also constitute sufficient proof of his authority.

      (c) The fact and date of the execution by any Person of any such
instrument or writing, or the authority of the Person executing the same, may
also be proved in any other manner which the Trustee deems sufficient and in
accordance with such reasonable rules as the Trustee may determine.

      (d) The ownership of Securities shall be proved by the Securities
Register.

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

      (f) The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders entitled to take any action under this
Indenture by vote or consent. Except as otherwise provided herein, such record
date shall be the later of 30 days prior to the first solicitation of such
consent or vote or the date of the most recent list of Securityholders furnished
to the Trustee pursuant to Section 701 prior to such solicitation. If a record
date is fixed, those persons who were Securityholders at such record date (or
their duly designated proxies), and only those persons, shall be entitled to
take such action by vote or consent or to revoke any vote or consent previously
given, whether or not such persons continue to be Holders after such record
date, provided, however, that unless such vote or consent is obtained from the
Holders (or their duly designated proxies) of the requisite principal amount of
Outstanding Securities prior to the date which is the 120th day after such
record date, any such vote or consent previously given shall automatically and
without further action by any Holder be canceled and of no further effect.

SECTION 105. Notices, Etc. to Trustee and Company.

      Any request, demand, authorization, direction, notice, consent, waiver or
Act of Holders or other document provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with,

      (1) the Trustee by any Holder or by the Company shall be sufficient for
every purpose hereunder if made, given, furnished or filed in writing to or with
the Trustee at its Corporate Trust office, or


                                       12
<PAGE>
      (2) the Company by the Trustee or by any Holder shall be sufficient for
every purpose (except as otherwise provided in Section 501 hereof) hereunder if
in writing and mailed, first class, postage prepaid, to the Company addressed to
it at the address of its principal office specified in the first paragraph of
this instrument or at any other address previously furnished in writing to the
Trustee by the Company.

SECTION 106. Notice to Holders; Waiver.

      Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first class postage prepaid, to each Holder affected
by such event, at the address of such Holder as it appears in the Securities
Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice. In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders. Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and
such waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.

SECTION 107. Conflict With Trust Indenture Act.

      If any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by any of Sections 310 to 317, inclusive, of the Trust Indenture
Act through operation of Section 318(c) thereof, such imposed duties shall
control.

SECTION 108. Effect of Headings and Table of Contents.

      The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

SECTION 109. Successors and Assigns.

      All covenants and agreements in this Indenture by the Company shall bind
its successors and assigns, whether so expressed or not.

SECTION 110. Separability Clause.

      In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.


                                       13
<PAGE>
SECTION 111. Benefits of Indenture.

      Nothing in this Indenture or in the Securities, express or implied, shall
give to any Person, other than the parties hereto, any Paying Agent and their
successors and assigns and the Holders of the Securities, any benefit or any
legal or equitable right, remedy or claim under this Indenture.

SECTION 112. Governing Law.

      This Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of New York.

SECTION 113. Non-Business Days.

      In any case where any Interest Payment Date or Stated Maturity of any
Security shall not be a Business Day, then (notwithstanding any other provision
of this Indenture or the Securities) payment of interest or principal need not
be made on such date, but may be made on the next succeeding Business Day and no
interest shall accrue for the period from and after such Interest Payment Date
or Stated Maturity, as the case may be, until the next succeeding Business Day,
in each case with the same force and effect as if made on the Interest Payment
Date or at the Stated Maturity, except that, if such Business Day is in the next
succeeding calendar year, such payment shall be made on the immediately
preceding Business Day.

                                   ARTICLE TWO

                                 Security Forms

SECTION 201. Forms Generally.

      The Securities of each series and the Trustee's certificate of
authentication shall be in substantially the forms set forth in this Article, or
in such other form or forms as shall be established by or pursuant to a Board
Resolution or in one or more indentures supplemental hereto, in each case with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon
as may be required to comply with applicable tax laws or the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such securities, as evidenced by their execution of the
Securities. If the form of Securities of any series is established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 303 with respect to the authentication and
delivery of such Securities.


                                       14


<PAGE>

         The Trustee's certificates of authentication shall be substantially in
the form set forth in this Article.

         The definitive Securities shall be printed, lithographed or engraved or
produced by any combination of these methods, if required by any securities
exchange on which the Securities may be listed, on a steel engraved border or
steel engraved borders or may be produced in any other manner permitted by the
rules of any securities exchange on which the Securities may be listed, all as
determined by the officers executing such Securities, as evidenced by their
execution of such securities.

SECTION 202. Form of Face of Security.

         [If the Security is a Global Security, insert -- This Security is a
Global Security within the meaning of the Indenture hereinafter referred to and
is registered in the name of The Depository Trust Company (the "Depository") or
a nominee of the Depository. This Security is exchangeable for Securities
registered in the name of a person other than the Depository or its nominee only
in the limited circumstances described in the Indenture and no transfer of this
Security (other than a transfer of this Security as a whole by the Depository to
a nominee of the Depository or by a nominee of the Depository to the Depository
or another nominee of the Depository) may be registered except in limited
circumstances.

         Unless this Security is presented by an authorized representative of
The Depository Trust Company (55 Water Street, New York) to Principal Financial
Group, Inc. or its agent for registration of transfer, exchange or payment, and
any 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 inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.]

         If the Security is an Original Issue Discount Security, insert -- This
Security was issued with original issue discount for United States Federal
income tax purposes. For further information, please contact [name, title and
address or telephone number of a representative of the Company].

                         PRINCIPAL FINANCIAL GROUP, INC.
                               (Title of Security)

No. _____                                                               $_______

         PRINCIPAL FINANCIAL GROUP, INC., a corporation organized and existing
under the laws of Delaware (hereinafter called the "Company", which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received,

                                       15
<PAGE>
hereby promises to pay to _______, or registered assigns, the principal sum of
______ Dollars on ________,[; provided that the Company may (i) change the
maturity date upon the occurrence of an exchange of the Securities for the Trust
Securities subject to certain conditions set forth in Section 314 of the
Indenture, which changed maturity date shall in no case be earlier than   , or
later than   , and (ii) extend the maturity date subject to certain conditions
specified in Section 314 of the Indenture, which extended maturity date shall in
no case be later than        ,]. The Company further promises to pay interest on
said principal sum from ______, ___ or from the most recent interest payment
date (each such date, an "Interest Payment Date") on which interest has been
paid or duly provided for, [monthly] [quarterly] [semi-annually] [if applicable,
insert-(subject to deferral as set forth herein)] in arrears on [insert
applicable Interest Payment Dates] of each year, commencing ______, ___, at the
rate of ___% per annum, until the principal hereof shall have become due and
payable, [if applicable, insert- plus Additional Interest, if any,] until the
principal hereof is paid or duly provided for or made available for payment [if
applicable, insert- and on any overdue principal and (without duplication and to
the extent that payment of such interest is enforceable under applicable law) on
any overdue installment of interest at the rate of ___% per annum, compounded
[monthly] [quarterly] [annually]. The amount of interest payable for any period
will be computed on the basis of twelve 30-day months and a 360-day year. The
amount of interest payable for any partial period shall be computed on the basis
of the number of days elapsed in a 360-day year of twelve 30-day months. In the
event that any date on which interest is payable on this Security is not a
Business Day, then a payment of the interest payable on such date will be made
on the next succeeding day which is a Business Day (and without any interest or
other payment in respect of any such delay), except that, if such Business Day
is in the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same force and effect
as if made on the date the payment was originally payable. A "Business Day"
shall mean any day other than a day on which banking institutions in the City of
New York are authorized or required by law or executive order to remain closed
or a day on which the Corporate Trust Office of the Trustee [if applicable,
insert-, or the principal office of the Property Trustee under the Trust
Agreement hereinafter referred to for Principal Capital __,] is closed for
business. The interest installment so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in the Indenture,
be paid to the Person in whose name this Security (or one or more Predecessor
Securities, as defined in the Indenture) is registered at the close of business
on the Regular Record Date for such interest installment, which shall be the
[[insert Regular Record Dates] (whether or not a Business Day)] [close of
business on the Business Day] next preceding such Interest Payment Date. Any
such interest installment not so punctually paid or duly provided for shall
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series
not less than

                                       16
<PAGE>
10 days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said Indenture.

         [If applicable, insert- The Company shall have the right at any time
during the term of this Security, from time to time, to extend the interest
payment period of such Security for up to __ consecutive [months] [quarters]
with respect to each deferral period (each an "Extension Period"), during which
periods the Company shall have the right to make partial payments of interest on
any Interest Payment Date, and at the end of which the Company shall pay all
interest then accrued and unpaid (together with Additional Interest thereon to
the extent permitted by applicable law); provided that during any such Extension
Period, the Company will not, and will not permit any Subsidiary of the Company
to (i) declare or pay any dividends or distributions or redeem, purchase,
acquire or make a liquidation payment with respect to, any of the Company's
outstanding capital stock or (ii) make any payment of principal, interest or
premium, if any, on or repay, repurchase or redeem any debt security that ranks
pari passu with or junior in interest to this Security or make any guarantee
payments with respect to the foregoing (other than (a) dividends or
distributions in common stock of the Company, (b) redemptions or purchases of
any rights pursuant to the Company's Rights Plan, or any successor to such
Rights Plan, and the declaration of a dividend of such rights in the future, and
(c) payments under any Principal Guarantee (as defined in the Indenture)). Prior
to the termination of any such Extension Period, the Company may further extend
the interest payment period, provided that such Extension Period together with
all such previous and further extensions of such Extension Period, shall not
exceed __ consecutive [months] [quarters] or extend beyond the Maturity of this
Security. Upon the termination of any such Extension Period and upon the payment
of all accrued and unpaid interest and any Additional Interest then due, the
Company may select a new Extension Period, subject to the above requirements. No
interest shall be due and payable during an Extension Period except at the end
thereof. The Company shall give the Holder of this Security and the Trustee
notice of its selection of an Extension Period at least one Business Day prior
to the Interest Payment Date [if applicable, insert- the earlier of (i) the date
the Distributions on the Preferred Securities are payable or (ii) the date the
Administrative Trustees are required to give notice to the New York Stock
Exchange or other applicable self-regulatory organization or to holders of such
Preferred Securities of the record date or the date such Distributions are
payable, but in any event not less than one Business Day prior to such record
date.

         Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in the United States, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts [if applicable, insert-; provided, however, that at the option of
the Company payment of interest may be made

                                       17
<PAGE>
(i) by check mailed to the address of the Person entitled thereto as such
address shall appear in the Securities Register or (ii) by wire transfer in
immediately available funds at such place and to such account as may be
designated by the Person entitled thereto as specified in the Securities
Register].

         The indebtedness evidenced by this Security is, to the extent provided
in the Indenture, subordinate and subject in right of payments to the prior
payment in full of all Senior Debt, and this Security is issued subject to the
provisions of the Indenture with respect thereto. Each Holder of this Security,
by accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee on his behalf to take such actions as may be
necessary or appropriate to effectuate the subordination so provided and (c)
appoints the Trustee his attorney-in-fact for any and all such purposes. Each
Holder hereof, by his acceptance hereof, waives all notice of the acceptance of
the subordination provisions contained herein and in the Indenture by each
holder of Senior Debt, whether now outstanding or hereafter incurred, and waives
reliance by each such holder upon said provisions.

         Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

Dated:

                           PRINCIPAL FINANCIAL GROUP, INC.


                           By: ______________________________________
                               [Chairman, President, Chief
                               Executive Officer or Vice President]

Attest:

__________________________________
[Secretary, Corporate Secretary
 or Assistant Secretary]

                                       18
<PAGE>
SECTION 203. Form of Reverse of Security.

         This Security is one of a duly authorized issue of securities of the
Company, (herein called the "Securities"), issued and to be issued in one or
more series under a Junior Subordinated Indenture, dated as of _______ __, 200-
(herein called the "Indenture"), between the Company and Wilmington Trust
Company, as Trustee (herein called the "Trustee", which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Trustee,
the Company and the Holders of the Securities, and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof[, limited in aggregate principal
amount to $______].

         All terms used in this Security that are defined in the Indenture [if
applicable, insert- or in the Trust Agreement, dated _________, 200-, as
amended (the "Trust Agreement"), among Principal Financial Group, Inc. as
Depositor, and the Trustees named therein, for Principal Capital __,] shall have
the meanings assigned to them in the Indenture [if applicable, insert- or the
Trust Agreement, as the case may be].

         [If applicable, insert- The Company may, at its option, subject to the
terms and conditions of Article Eleven of the Indenture, redeem this Security
after its date of issuance in whole or in part at any time and from time to
time, without premium or penalty, at a redemption price equal to the accrued and
unpaid interest [if applicable, insert-, including Additional Interest, if any,]
to the date fixed for redemption, plus the greater of (a) the principal amount
thereof and (b) an amount equal to [for Securities bearing interest at a fixed
rate: the Discounted Remaining Fixed Amount Payments] [for Securities bearing
interest determined by a floating rate: the Discounted Swap Equivalent
Payments].

         [If applicable, insert- If a Special Event in respect of a Principal
Trust shall occur and be continuing, the Company may, at its option, redeem the
corresponding series of Securities on any date falling within 90 days of the
occurrence of such Special Event, in whole but not in part, subject to the
provisions of Section 1107 and the other provisions of Article Eleven of the
Indenture. The redemption price for any Security so redeemed shall be equal to
100% of the principal amount thereof plus accrued and unpaid interest, including
Additional Interest, if any, to the date fixed for redemption.]

         [Installments of accrued and unpaid interest whose Stated Maturity is
on or prior to the Redemption Date will be payable to the Holders of the
Securities of this series, or one or more Predecessor Securities, registered as
such at the close of business on the relevant Regular Record Dates according to
their terms.]

                                       19
<PAGE>
         In the event of redemption of this Security in part only, a new
Security or Securities of this series for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.

         [If the Security is not an Original Issue Discount Security, - If an
Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner, with the effect and subject to the conditions
provided in the Indenture.]

         [If the security is an Original Issue Discount Security, - If an Event
of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner, with the effect and subject to the
conditions provided in the Indenture. Such amounts shall be equal to - insert
formula for determining the amount. Upon payment (i) of the amount of principal
so declared due and payable and (ii) of interest on any overdue principal and
overdue interest (in each case to the extent that the payment of such interest
shall be legally enforceable), all of the Company's obligations in respect of
the payment of the principal of and interest, if any, on the Securities of this
series shall terminate.]

         The Indenture contains provisions for satisfaction, discharge and
defeasance at any time of the entire indebtedness of this Security upon
compliance by the Company with certain conditions set forth in the Indenture.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities of
each series at the time Outstanding of each series to be affected. The Indenture
also contains provisions permitting Holders of specified percentages in
principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.

         No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.

                                       20
<PAGE>
         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Securities
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company maintained under Section 1002 of the Indenture
duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Securities Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities of this series, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees. No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

         The Securities of this series are issuable only in registered form
without coupons in denominations of $____ and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of such series of a different authorized denomination, as
requested by the Holder surrendering the same.

         [If applicable, insert- The Company and, by its acceptance of this
Security or a beneficial interest therein, the Holder of, and any Person that
acquires a beneficial interest in, this Security agree that for United States
Federal, state and local tax purposes it is intended that this Security
constitute indebtedness.]

         THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF
LAWS PRINCIPLES THEREOF.

SECTION 204. Additional Provisions Required in Global Security.

         Any Global Security issued hereunder shall, in addition to the
provisions contained in Sections 202 and 203 bear a legend in substantially the
following form:

         "This Security is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or a
nominee of a Depositary. This Security is exchangeable for Securities registered
in the name of a person other than the Depositary or its nominee only in the
limited circumstances described in the Indenture and may not be transferred
except as a whole by the

                                       21
<PAGE>
Depositary to a nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary."

SECTION 205. Form of Trustee's Certificate of Authentication.

         This is one of the Securities referred to in the within mentioned
Indenture.

                                  _________________________________________
                                  as Trustee

                                  By: _____________________________________
                                      Authorized Officer

                                 ARTICLE THREE

                                 The Securities

SECTION 301. Title and Terms.

         The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited.

         The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution, and set forth in an Officers'
Certificate, or established in one or more indentures supplemental hereto, prior
to the issuance of Securities of a series:

         (a) the title of the Securities of such series, which shall distinguish
the Securities of the series from all other Securities;

         (b) the limit, if any, upon the aggregate principal amount of the
Securities of such series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities of the same
series pursuant to Section 304, 305, 306, 906 or 1106); provided, however, that
the authorized aggregate principal amount of such series may be increased above
such amount by a Board Resolution to such effect;

         (c) the Stated Maturity or Maturities on which the principal of the
Securities of such series is payable or the method of determination thereof;

         (d) the rate or rates, if any, at which the Securities of such series
shall bear interest, if any, the rate or rates and extent to which Additional
Interest, if any, shall be payable in respect of any Securities of such series,
the Interest Payment Dates on which such interest shall be payable, the right,
pursuant to Section 311 or as otherwise set forth

                                       22
<PAGE>
therein, of the Company to defer or extend an Interest Payment Date, and the
Regular Record Date for the interest payable on any Interest Payment Date or the
method by which any of the foregoing shall be determined;

         (e) the place or places where the principal of (and premium, if any)
and interest on the Securities of such series shall be payable, the place or
places where the Securities of such series may be presented for registration of
transfer or exchange, and the place or places where notices and demands to or
upon the Company in respect of the Securities of such series may be made;

         (f) the period or periods within or the date or dates on which, if any,
the price or prices at which and the terms and conditions upon which the
Securities of such series may be redeemed, in whole or in part, at the option of
the Company;

         (g) the obligation or the right, if any, of the Company to redeem,
repay or purchase the Securities of such series pursuant to any sinking fund,
amortization or analogous provisions or at the option of a Holder thereof and
the period or periods within which, the price or prices at which, the currency
or currencies (including currency unit or units) in which and the other terms
and conditions upon which Securities of the series shall be redeemed, repaid or
purchased, in whole or in part, pursuant to such obligation;

         (h) the denominations in which any Securities of such series shall be
issuable, if other than denominations of $25 and any integral multiple thereof;

         (i) if other than Dollars, the currency or currencies (including
currency unit or units) in which the principal of (and premium, if any) and
interest, if any, on the Securities of the series shall be payable, or in which
the Securities of the series shall be denominated;

         (j) the additions, modifications or deletions, if any, in the Events of
Default or covenants of the Company set forth herein with respect to the
Securities of such series;

         (k) if other than the principal amount thereof, the portion of the
principal amount of Securities of such series that shall be payable upon
declaration of acceleration of the Maturity thereof;

         (l) the additions or changes, if any, to this Indenture with respect to
the Securities of such series as shall be necessary to permit or facilitate the
issuance of the Securities of such series in bearer form, registrable or not
registrable as to principal, and with or without interest coupons;

         (m) any index or indices used to determine the amount of payments of
principal of and premium, if any, on the Securities of such series or the manner
in which such amounts will be determined;

                                       23
<PAGE>
         (n) the issuance of a temporary Global Security representing all of the
Securities of such series and exchange of such temporary Global Security for
definitive Securities of such series;

         (o) whether the Securities of the series shall be issued in whole or in
part in the form of one or more Global Securities and, in such case, the
Depositary for such Global Securities, which Depositary shall be a clearing
agency registered under the Securities Exchange Act of 1934, as amended;

         (p) the appointment of any Paying Agent or Agents for the Securities of
such series;

         (q) the terms of any right to convert or exchange Securities of such
series into any other securities or property of the Company, and the additions
or changes, if any, to this Indenture with respect to the Securities of such
series to permit or facilitate such conversion or exchange;

         (r) the form or forms of the Trust Agreement, Amended and Restated
Trust Agreement and Guarantee Agreement, if different from the forms attached
hereto as Annexes A, B and C, respectively;


         (s) the relative degree, if any, to which the Securities of the series
shall be senior to or be subordinated to other series of Securities in right of
payment, whether such other series of Securities are Outstanding or not;


         (t) whether the Guarantor will guarantee the obligations of the Company
under the Securities of such series and if so, the specific form of such PFSI
Guarantee or PFSI Guarantees, any related modifications, amendments, supplements
or deletions of any of the terms of this Indenture, and a statement that the
Guarantor shall be an "obligor" as such term is defined in and solely for
purposes of the Trust Indenture Act and shall be required to comply with those
provisions of this Indenture compliance with which is required by an "obligor"
under the Trust Indenture Act; and


         (u) any other terms of the Securities of such series or any related
PFSI Guarantee (which terms shall not be inconsistent with the provisions of the
Trust Indenture Act, but may modify, amend, supplement or delete any of the
terms of this Indenture with respect to such series), including any terms which
may be required by or advisable under United States laws or regulations or
advisable (as determined by the Company) in connection with the marketing of
Securities of the series;


provided, that if the Guarantor will guarantee the obligations of the Company
under the Securities of a series, such matters shall be established in one or
more indenture supplements hereto to which the Company, the Guarantor and the
Trustee shall be a party.

         All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided herein or in
or pursuant to such Board Resolution and set forth in such Officers' Certificate
or in any such indenture supplemental hereto.

         If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.

SECTION 302. Denominations.

         The Securities of each series shall be in registered form without
coupons and shall be issuable in denominations of $25 and any integral multiple
thereof, unless otherwise specified as contemplated by Section 301.

                                       24
<PAGE>
SECTION 303. Execution, Authentication, Delivery and Dating.

         The Securities shall be executed on behalf of the Company by its
President or one of its Vice Presidents under its corporate seal reproduced or
impressed thereon and attested by its Secretary, the Corporate Secretary or one
of its Assistant Secretaries. The signature of any of these officers on the
Securities may be manual or facsimile.

         Securities bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities. At any time and from time to
time after the execution and delivery of this Indenture, the Company may deliver
Securities executed by the Company to the Trustee for authentication. Securities
may be authenticated on original issuance from time to time and delivered
pursuant to such procedures acceptable to the Trustee ("Procedures") as may be
specified from time to time by Company Order. Procedures may authorize
authentication and delivery pursuant to oral instructions of the Company or a
duly authorized agent, which instructions shall be promptly confirmed in
writing.

         Prior to the delivery of a Security in any such form to the Trustee for
authentication, the Company shall deliver to the Trustee the following:

         (a) A Company Order requesting the Trustee's authentication and
delivery of all or a portion of the Securities of such series, and if less than
all, setting forth procedures for such authentication;

         (b) The Board Resolution by or pursuant to which such form of Security
has been approved, and the Board Resolution, if any, by or pursuant to which the
terms of the Securities of such series have been approved, and, if pursuant to a
Board Resolution, an Officers' Certificate describing the action taken;

         (c) An Officers' Certificate dated the date such certificate is
delivered to the Trustee, stating that all conditions precedent provided for in
this Indenture relating to the authentication and delivery of Securities in such
form and with such terms have been complied with; and

         (d) An Opinion of Counsel stating that (i) the form of such Securities
has been duly authorized and approved in conformity with the provisions of this
Indenture; (ii) the terms of such Securities have been duly authorized and
determined in conformity with the provisions of this Indenture, or, if such
terms are to be determined pursuant to Procedures, when so determined such terms
shall have been duly authorized and determined in conformity with the provisions
of this Indenture; and (iii) Securities in such form when completed by
appropriate insertions and executed and delivered by the

                                       25
<PAGE>
Company to the Trustee for authentication in accordance with this Indenture,
authenticated and delivered by the Trustee in accordance with this Indenture
within the authorization as to aggregate principal amount established from time
to time by the Board of Directors and sold in the manner specified in such
opinion of Counsel, will be the legal, valid and binding obligations of the
Company entitled to the benefits of this Indenture, subject to applicable
bankruptcy, reorganization, insolvency and similar laws generally affecting
creditors' rights, to general equitable principles except as enforcement thereof
may be limited by (A) requirements that a claim with respect to any Securities
denominated other than in Dollars (or a Foreign Currency or currency unit
judgment in respect of such claim) be converted into Dollars at a rate of
exchange prevailing on a date determined pursuant to applicable law or (B)
governmental authority to limit, delay or prohibit the making of payments in
Foreign Currencies or currency units or payments outside the United States and
subject to such other qualifications as such counsel shall conclude do not
materially affect the rights of Holders of such Securities;

provided, however, that the Trustee shall be entitled to receive the documents
referred to in Clauses (b), (c) and (d) above only at or prior to the first
request of the Company to the Trustee to authenticate Securities of such series.

         Each Security shall be dated the date of its authentication.

         No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose, unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by the manual signature of one of its authorized
officers, and such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and
delivered hereunder.

SECTION 304. Temporary Securities.

         Pending the preparation of definitive Securities of any series, the
Company may execute, and upon Company Order the Trustee shall authenticate and
deliver, temporary Securities which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any denomination, substantially of the
tenor of the definitive Securities of such series in lieu of which they are
issued and with such appropriate insertions, omissions, substitutions and other
variations as the officers executing such Securities may determine, as evidenced
by their execution of such Securities.

         If temporary Securities of any series are issued, the Company will
cause definitive Securities of such series to be prepared without unreasonable
delay. After the preparation of definitive Securities, the temporary Securities
shall be exchangeable for definitive Securities upon surrender of the temporary
Securities at the office or agency of the Company designated for that purpose
without charge to the Holder. Upon surrender for

                                       26
<PAGE>
cancellation of any one or more temporary Securities, the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor a like
principal amount of definitive Securities of the same series of authorized
denominations having the same Original Issue Date and Stated Maturity and having
the same terms as such temporary Securities. Until so exchanged, the temporary
Securities shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities.

SECTION 305. Registration, Transfer and Exchange.

         The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of Securities and of
transfers of Securities. Such register is herein sometimes referred to as the
"Securities Register." The Trustee is hereby appointed "Securities Registrar"
for the purpose of registering Securities and transfers of Securities as herein
provided.

         Upon surrender for registration of transfer of any Security at the
office or agency of the Company designated for that purpose the Company shall
execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Securities of the same
series of any authorized denominations, of a like aggregate principal amount, of
the same original Issue Date and Stated Maturity and having the same terms.

         At the option of the Holder, Securities may be exchanged for other
Securities of the same series of any authorized denominations, of a like
aggregate principal amount, of the same Original Issue Date and Stated Maturity
and having the same terms, upon surrender of the Securities to be exchanged at
such office or agency. Whenever any securities are so surrendered for exchange,
the Company shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive.

         All Securities issued upon any transfer or exchange of Securities shall
be the valid obligations of the Company, evidencing the same debt, and entitled
to the same benefits under this Indenture, as the Securities surrendered upon
such transfer or exchange.

         Every Security presented or surrendered for transfer or exchange shall
(if so required by the Company or the Securities Registrar) be duly endorsed, or
be accompanied by a written instrument of transfer in form satisfactory to the
Company and the Securities Registrar, duly executed by the Holder thereof or his
attorney duly authorized in writing.

         No service charge shall be made to a Holder for any transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or

                                       27
<PAGE>
other governmental charge that may be imposed in connection with any transfer or
exchange of Securities, other than exchanges pursuant to Section 304, 906 or
1106.

         Notwithstanding any of the foregoing, any Global Security of a series
shall be exchangeable pursuant to this Section 305 for Securities registered in
the names of Persons other than the Depositary for such Security or its nominee
only if (i) such Depositary notifies the Company that it is unwilling or unable
to continue as Depositary for such Global Security or if at any time such
Depositary ceases to be a clearing agency registered under the Securities
Exchange Act of 1934, as amended, (ii) the Company executes and delivers to the
Trustee a Company Order that such Global Security shall be so exchangeable or
(iii) there shall have occurred and be continuing an Event of Default with
respect to the Securities of such series. Any Global Security that is
exchangeable pursuant to the preceding sentence shall be exchangeable for
Securities registered in such names as such Depositary shall direct.

         Notwithstanding any other provision in this Indenture, a Global
Security may not be transferred except as a whole by the Depositary with respect
to such Global Security to a nominee of such Depositary or by a nominee of such
Depositary to such Depositary or another nominee of such Depositary.

         Neither the Company nor the Trustee shall be required, pursuant to the
provisions of this Section, (a) to issue, transfer or exchange any Security of
any series during a period beginning at the opening of business 15 days before
the day of selection for redemption of Securities pursuant to Article Eleven and
ending at the close of business on the day of mailing of notice of redemption or
(b) to transfer or exchange any Security so selected for redemption in whole or
in part, except, in the case of any Security to be redeemed in part, any portion
thereof not to be redeemed.

SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities.

         If any mutilated Security is surrendered to the Trustee together with
such security or indemnity as may be required by the Company or the Trustee to
save each of them harmless, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new Security of the same issue
and series of like tenor and principal amount, having the same Original Issue
Date and Stated Maturity and bearing the same Interest Rate as such mutilated
Security, and bearing a number not contemporaneously outstanding.

         If there shall be delivered to the Company and to the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any
Security, and (ii) such security or indemnity as may be required by them to save
each of them harmless, then, in the absence of notice to the Company or the
Trustee that such Security has been acquired by a bona fide purchaser, the
issuing Company shall execute and upon its request the Trustee

                                       28
<PAGE>
shall authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same issue and series of like tenor and
principal amount, having the same Original Issue Date and Stated Maturity and
bearing the same Interest Rate as such destroyed, lost or stolen Security, and
bearing a number not contemporaneously outstanding.

         In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

         Upon the issuance of any new Security under this Section, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

         Every new Security issued pursuant to this Section in lieu of any
destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities duly issued hereunder.

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

SECTION 307. Payment of Interest; Interest Rights Preserved.

         Interest on any Security of any series which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date, shall be
paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest in respect of Securities of such series, except that, unless
otherwise provided in the Securities of such series, interest payable on the
Stated Maturity of a Security shall be paid to the Person to whom principal is
paid. The initial payment of interest on any Security of any series which is
issued between a Regular Record Date and the related Interest Payment Date shall
be payable as provided in such Security or in the Board Resolution pursuant to
Section 301 with respect to the related series of Securities.

         Any interest on any Security which is payable, but is not timely paid
or duly provided for, on any Interest Payment Date for Securities of such series
(herein called "Defaulted Interest"), shall forthwith cease to be payable to the
registered Holder on the relevant Regular Record Date by virtue of having been
such Holder, and such Defaulted

                                       29
<PAGE>
Interest may be paid by the Company, at its election in each case, as provided
in Clause (1) or (2) below:

         (1) The Company may elect to make payment of any Defaulted Interest to
the Persons in whose names the Securities of such series in respect of which
interest is in default (or their respective Predecessor Securities) are
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest, which shall be fixed in the following manner. The
Company shall notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each Security and the date of the proposed payment, and
at the same time the Company shall deposit with the Trustee an amount of money
equal to the aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements satisfactory to the Trustee for such deposit
prior to the date of the proposed payment, such money when deposited to be held
in trust for the benefit of the Persons entitled to such Defaulted Interest as
in this Clause provided. Thereupon the Trustee shall fix a Special Record Date
for the payment of such Defaulted Interest which shall be not more than 15 days
and not less than 10 days prior to the date of the proposed payment and not less
than 10 days after the receipt by the Trustee of the notice of the proposed
payment. The Trustee shall promptly notify the Company of such Special Record
Date and, in the name and at the expense of the Company, shall cause notice of
the proposed payment of such Defaulted Interest and the Special Record Date
therefor to be mailed, first class, postage prepaid, to each Holder of a
Security of such series at the address of such Holder as it appears in the
Securities Register not less than 10 days prior to such Special Record Date. The
Trustee may, in its discretion, in the name and at the expense of the Company,
cause a similar notice to be published at least once in a newspaper, customarily
published in the English language on each Business Day and of general
circulation in the [Borough of Manhattan, The City of New York], but such
publication shall not be a condition precedent to the establishment of such
Special Record Date. Notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor having been mailed as aforesaid, such
Defaulted Interest shall be paid to the Persons in whose names the Securities of
such series (or their respective Predecessor Securities) are registered on such
Special Record Date and shall no longer be payable pursuant to the following
Clause (2).

         (2) The Company may make payment of any Defaulted Interest in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of the series in respect of which interest is in default
may be listed and, upon such notice as may be required by such exchange (or by
the Trustee if the Securities are not listed), if, after notice given by the
Company to the Trustee of the proposed payment pursuant to this Clause, such
payment shall be deemed practicable by the Trustee.

         Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon transfer of or in exchange for or in lieu of
any other Security shall

                                       30
<PAGE>
carry the rights to interest accrued and unpaid, and to accrue, which were
carried by such other Security.

SECTION 308. Persons Deemed Owners.

         The Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name any Security is registered as the owner of
such Security for the purpose of receiving payment of principal of and (subject
to Section 307) interest on such Security and for all other purposes whatsoever,
whether or not such Security be overdue, and neither the Company, the Trustee
nor any agent of the Company or the Trustee shall be affected by notice to the
contrary.

SECTION 309. Cancellation.

         All Securities surrendered for payment, redemption, transfer or
exchange shall, if surrendered to any Person other than the Trustee, be
delivered to the Trustee, and any such Securities and Securities surrendered
directly to the Trustee for any such purpose shall be promptly canceled by it.
The Company may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which the Company
may have acquired in any manner whatsoever, and all Securities so delivered
shall be promptly canceled by the Trustee. No Securities shall be authenticated
in lieu of or in exchange for any Securities canceled as provided in this
Section, except as expressly permitted by this Indenture. All canceled
Securities shall be destroyed by the Trustee and the Trustee shall deliver to
the Company a certificate of such destruction.

SECTION 310. Computation of Interest.

         Except as otherwise specified as contemplated by Section 301 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months and interest on
the Securities of each series for any partial period shall be computed on the
basis of the number of days elapsed in a 360-day year of twelve 30-day months.

SECTION 311. Deferrals of Interest Payment Dates.

         If specified as contemplated by Section 301 with respect to the
Securities of a particular series, the Company shall have the right, at any time
during the term of such series, from time to time to extend the interest payment
period for such Securities for such period or periods as may be specified as
contemplated by Section 301 (each, an "Extension Period") during which periods
the Company shall have the right to make partial payments of interest on any
Interest Payment Date, and at the end of such Extension Period the Company shall
pay all interest then accrued and unpaid thereon (together with Additional
Interest thereon, if any, at the rate specified for the Securities of such
series to the extent permitted by applicable law), provided, however, that
during any

                                       31
<PAGE>
such Extension Period, the Company shall not, and shall cause any Subsidiary not
to, (i) declare or pay any dividends or distributions on, or redeem, purchase,
acquire or make a liquidation payment with respect to, any of the Company's
capital stock, or (ii) make any payment of principal, interest or premium, if
any, on or repay, repurchase or redeem any debt securities that rank pari passu
with or junior in interest to the Securities of such series or make any
guarantee payments with respect to the foregoing (other than (a) dividends or
distributions in common stock of the Company, (b) redemptions or purchases of
any rights pursuant to the Company's Rights Plan, or any successor to such
Rights Plan, and the declaration of a dividend of such rights in the future, and
(c) payments under any Principal Guarantee). Prior to the termination of any
such Extension Period, the Company may further extend the interest payment
period, provided that such Extension Period together with all such previous and
further extensions of such Extension Period shall not exceed the period or
periods so specified or extend beyond the Maturity of such Securities. Upon
termination of any Extension Period and upon the payment of all accrued and
unpaid interest and any Additional Interest then due, the Company may select a
new Extension Period, subject to the above requirements. No interest shall be
due and payable during an Extension Period, except at the end thereof. The
Company shall give the Holders of the Securities of such series and the Trustee
notice of its selection of such Extension Period at least one Business Day prior
to the Interest Payment Date or, with respect to the Securities of a series
issued to a Principal Trust, prior to the earlier of (i) the date the
Distributions on the Preferred Securities of such Principal Trust are payable or
(ii) the date the Administrative Trustees of such Principal Trust are required
to give notice to the New York Stock Exchange or other applicable
self-regulatory organization or to holders of such Preferred Securities of the
record date or the date such Distributions are payable, but in any event not
less than one Business Day prior to such record date.

         The Trustee shall promptly give notice of the Company's selection of
such Extension Period to the Holders of the outstanding Securities of such
series.

SECTION 312. Right of Set-Off.

         With respect to the Securities of a series issued to a Principal Trust,
notwithstanding anything to the contrary in the Indenture, the Company shall
have the right to set-off any payment it is otherwise required to make
thereunder in respect of any such Security to the extent the Company has
theretofore made, or is concurrently on the date of such payment making, a
payment under the Principal Guarantee relating to such Security or a payment to
any Holder of a corresponding series of Preferred Securities in connection with
a suit instituted pursuant to Section 508.

                                       32
<PAGE>
SECTION 313. Agreed Tax Treatment.

         Each Security issued hereunder shall provide that the Company and, by
its acceptance of a Security or a beneficial interest therein, the Holder of,
and any Person that acquires a beneficial interest in, such Security agree that
for United States Federal, state and local tax purposes it is intended that such
Security constitute indebtedness.

SECTION 314. Extension of Stated Maturity; Adjustment of Stated Maturity Upon an
             Exchange.

         If specified as contemplated by Section 202 with respect to the
Securities of a particular series, the Company shall have the right to (a)
change the Maturity Date of the Securities of such series upon the liquidation
of a Principal Trust and the exchange of such Securities for the Preferred
Securities of such Principal Trust and (b) extend the Stated Maturity for the
Securities of such series; provided, that at time any election to extend the
Maturity Date is made and at the time of such extension, (i) the Company is not
in bankruptcy, otherwise insolvent or in liquidation, (ii) the Company is not in
default in the payment of any interest or principal on the Securities of such
series and no deferred interest payments thereon have accrued, (iii) the
applicable Principal Trust is not in arrears on payments of Distributions on its
Preferred Securities and no deferred Distributions thereon are accumulated, (iv)
the Securities are rated not less than [BBB- by Standard & Poor's Ratings
Services or Baa3 by Moody's Investors Service, Inc.] or the equivalent by any
other nationally recognized statistical rating organization and (v) the extended
Stated Maturity is no later than the 49th anniversary of the initial issuance of
the Preferred Securities of the applicable Principal Trust; provided, further,
that, if the Company exercises its right to liquidate the Principal Trust and
exchange the Securities of such series for the Preferred Securities of such
Principal Trust as specified in clause (a) above, any changed Stated Maturity of
the Securities of such series shall be no earlier than the date that is five
years after the issuance of the Preferred Securities and no later than the date
30 years (plus an extended term of up to an additional 19 years if the
above-referenced conditions are satisfied) after the date of the initial
issuance of the Preferred Securities of the applicable Principal Trust.

SECTION 315. CUSIP Numbers.

         The Company in issuing the Securities may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption as a convenience to Holders; provided that any such notice may
state that no representation is made as to the correctness of such numbers
either as printed on the 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 Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers.

                                       33
<PAGE>
                                  ARTICLE FOUR

                           Satisfaction and Discharge

SECTION 401. Satisfaction and Discharge of Indenture.

         This Indenture shall cease to be of further effect (except as to (i)
any surviving rights of transfer, substitution and exchange of Securities, (ii)
rights hereunder of Holders to receive payments of principal of (and premium, if
any) and interest on the Securities and other rights, duties and obligations of
the Holders as beneficiaries hereof with respect to the amounts, if any, so
deposited with the Trustee and (iii) the rights and obligations of the Trustee
hereunder), and the Trustee, on demand of and at the expense of the Company,
shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture, when

         (1) either

                  (A) all Securities theretofore authenticated and delivered
         (other than (i) Securities which have been destroyed, lost or stolen
         and which have been replaced or paid as provided in Section 306 and
         (ii) Securities for whose payment money has theretofore been deposited
         in trust or segregated and held in trust by the Company and thereafter
         repaid to the Company or discharged from such trust, as provided in
         Section 1003) have been delivered to the Trustee for cancellation; or

                  (B) all such Securities not theretofore delivered to the
         Trustee for cancellation

                           (i) have become due and payable, or

                           (ii) will become due and payable at their Stated
                  Maturity within one year of the date of deposit, and the
                  Company, in the case of (i) or (ii) above, has deposited or
                  caused to be deposited with the Trustee as trust funds in
                  trust for such purpose an amount in the currency or currencies
                  in which the Securities of such series are payable sufficient
                  to pay and discharge the entire indebtedness on such
                  Securities not theretofore delivered to the Trustee for
                  cancellation, for principal (and premium, if any) and interest
                  (including any Additional Interest) to the date of such
                  deposit (in the case of Securities which have become due and
                  payable) or to the Stated Maturity;

         (2) the Company has paid or caused to be paid all other sums payable
hereunder by the Company; and

                                       34
<PAGE>
         (3) the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel each stating that all conditions precedent herein
provided for relating to the satisfaction and discharge of this Indenture have
been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.

SECTION 402. Application of Trust Money.

         Subject to the provisions of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Section 401 or money or Government
Obligations deposited with the Trustee pursuant to Section 403, or received by
the Trustee in respect of Government Obligations deposited with the Trustee
pursuant to Section 403, shall be held in trust and applied by it, in accordance
with the provisions of the Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of
the principal (and premium, if any) and interest for whose payment such money or
obligations have been deposited with or received by the Trustee; provided,
however, such moneys need not be segregated from other funds except to the
extent required by law.

SECTION 403. Satisfaction, Discharge and Defeasance of Securities of Any Series.

         Unless otherwise provided in the Board Resolution adopted pursuant to
Section 301 establishing the terms of the Securities of any series, the Company
shall be deemed to have paid and discharged the entire indebtedness on all the
Outstanding Securities of any such series and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of such indebtedness, when

         (1) with respect to all Outstanding Securities of such series,

                  (A) the Company has irrevocably deposited or caused to be
         irrevocably deposited with the Trustee as trust funds in trust for such
         purpose an amount sufficient to pay and discharge the entire
         indebtedness on all Outstanding Securities of such series for principal
         (and premium, if any) and interest (including any Additional Interest)
         to the Stated Maturity or any Redemption Date as contemplated by the
         penultimate paragraph of this Section 403, as the case may be; or

                  (B) the Company has irrevocably deposited or caused to be
         irrevocably deposited with the Trustee as obligations in trust for such
         purpose an amount of

                                       35
<PAGE>
         Government Obligations as will, in the written opinion of independent
         public accountants delivered to the Trustee, together with
         predetermined and certain income to accrue thereon, without
         consideration of any reinvestment thereof, be sufficient to pay and
         discharge when due the entire indebtedness on all Outstanding
         Securities of such series for principal (and premium, if any) and
         interest (including any Additional Interest) to the Stated Maturity or
         any Redemption Date as contemplated by the penultimate paragraph of
         this Section 403, as the case may be; and

         (2) the Company has paid or caused to be paid all other sums payable
with respect to the Outstanding Securities of such series; and

         (3) the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that all conditions precedent herein
provided for relating to the satisfaction and discharge of the entire
indebtedness on all Outstanding Securities of any such series have been complied
with.

         Any deposits with the Trustee referred to in Section 403(i) above shall
be irrevocable and shall be made under the terms of an escrow trust agreement in
form and substance reasonably satisfactory to the Trustee. If any Outstanding
Securities of such series are to be redeemed prior to their Stated Maturity,
whether pursuant to any optional redemption provisions or in accordance with any
mandatory sinking fund requirement, the applicable escrow trust agreement shall
provide therefor and the Company shall make such arrangements as are
satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Company. If the Securities of
such series are not to become due and payable at their Stated Maturity or upon
call for redemption within one year of the date of deposit, then the Company
shall give, not later than the date of such deposit, notice of such deposit to
the Holders of Securities of such series.

         Upon the satisfaction of the conditions set forth in this Section 403
with respect to all the Outstanding Securities of any series, the terms and
conditions of such series, including the terms and conditions with respect
thereto set forth in this Indenture, shall no longer be binding upon, or
applicable to, the Company; provided, that the Company shall not be discharged
from any payment obligations in respect of Securities of such series which are
deemed not to be Outstanding under clause (iii) of the definition thereof if
such obligations continue to be valid obligations of the Company under
applicable law.

                                       36
<PAGE>
                                  ARTICLE FIVE

                                    Remedies

SECTION 501. Events of Default.

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

         (1) default in the payment of any interest upon any Security of that
series, including any Additional Interest in respect thereof, when it becomes
due and payable, and continuance of such default for a period of 30 days
(subject to the deferral of any due date in the case of an Extension Period); or

         (2) default in the payment of the principal of (or premium, if any, on)
any Security of that series at its Maturity; or

         (3) default in the performance, or breach, of any covenant or warranty
of the Company in this Indenture (other than a covenant or warranty a default in
whose performance or whose breach is elsewhere in this Section specifically
dealt with), and continuance of such default or breach for a period of 90 days
after there has been given, by registered or certified mail, to the Company by
the Trustee or to the Company and the Trustee by the Holders of at least 25% in
principal amount of the Outstanding Securities of that series a written notice
specifying such default or breach and requiring it to be remedied; or

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

         (5) the institution by the Company of proceedings to be adjudicated a
bankrupt or insolvent, or the consent by it to the institution of bankruptcy or
insolvency proceedings against it, or the filing by it of a petition or answer
or consent seeking reorganization or relief under any applicable Federal or
State bankruptcy, insolvency, reorganization or other similar law, or the
consent by it to the filing of any such petition

                                       37
<PAGE>
or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator
(or other similar official) of the Company or of any substantial part of its
property, or the making by it of an assignment for the benefit of creditors, or
the admission by it in writing of its inability to pay its debts generally as
they become due and its willingness to be adjudicated a bankrupt, or the taking
of corporate action by the Company in furtherance of any such action; or

         (6) any other Event of Default with respect to Securities of that
series.

SECTION 502. Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default (other than an Event of Default specified in
Section 501(4) or 501(5)) with respect to Securities of any series at the time
Outstanding occurs and is continuing, then and in every such case the Trustee or
the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series may declare the principal amount (or, if the
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms of that series) of all
the Securities of that series to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by Holders), provided that,
in the case of the Securities of a series issued to a Principal Trust, if upon
an Event of Default, the Trustee or the Holders of not less than 25% in
principal amount of the Outstanding Securities of that series fail to declare
the principal of all the Securities of that series to be immediately due and
payable, the holders of at least 25% in aggregate liquidation amount of the
corresponding series of Preferred Securities then outstanding shall have such
right by a notice in writing to the Company and the Trustee; and upon any such
declaration such principal amount (or specified amount) of and the accrued
interest (including any Additional Interest) on all the Securities of such
series shall become immediately due and payable, provided that the payment of
principal and interest (including any Additional Interest) on such Securities
shall remain subordinated to the extent provided in Article Thirteen. If an
Event of Default specified in Section 501(4) or 501(5) with respect to
Securities at the time Outstanding occurs, the principal amount on all the
Securities shall automatically, and without any declaration or other action on
the part of the Trustee or any Holder, become immediately due and payable.

         At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if:

         (1) the Company has paid or deposited with the Trustee a sum sufficient
to pay

                                       38
<PAGE>
                  (A) all overdue installments of interest (including any
         Additional Interest) on all Securities of that series,

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

                  (C) to the extent that payment of such interest is lawful,
         interest upon overdue installments of interest at the rate borne by the
         Securities, and

                  (D) all sums paid or advanced by the Trustee hereunder and the
         reasonable compensation, expenses, disbursements and advances of the
         Trustee, its agents and counsel; and

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

         No such rescission shall affect any subsequent default or impair any
right consequent thereon.

         Upon receipt by the Trustee of written notice declaring such an
acceleration, or rescission and annulment thereof, with respect to Securities of
a series all or part of which is represented by a Global Security, a record date
shall be established for determining Holders of Outstanding Securities of such
series entitled to join in such notice, which record date shall be at the close
of business on the day the Trustee receives such notice. The Holders on such
record date, or their duly designated proxies, and only such Persons, shall be
entitled to join in such notice, whether or not such Holders remain Holders
after such record date; provided, that, unless such declaration of acceleration,
or rescission and annulment, as the case may be, shall have become effective by
virtue of the requisite percentage having joined in such notice prior to the day
which is 90 days after such record date, such notice of declaration of
acceleration, or rescission and annulment, as the case may be, shall
automatically and without further action by any Holder be canceled and of no
further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of
a Holder, from giving, after expiration of such 90-day period, a new written
notice of declaration of acceleration, or rescission and annulment thereof, as
the case may be, that is identical to a written notice which has been canceled
pursuant to the proviso to the preceding sentence, in which event a new record
date shall be established pursuant to the provisions of this Section 502.

                                       39
<PAGE>
SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee.

         The Company covenants that if:

         (1) default is made in the payment of any installment of interest
(including any Additional Interest) on any Security when such interest becomes
due and payable and such default continues for a period of 30 days, or

         (2) default is made in the payment of the principal of (and premium, if
any, on) any Security at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal, including any sinking fund payment or analogous
obligations (and premium, if any) and interest (including any Additional
Interest), including, to the extent that payment of such interest shall be
lawful, interest on any overdue principal (and premium if any) and on any
overdue installments of interest (including any Additional Interest) at the rate
borne by the Securities; and, in addition thereto, all amounts owing the Trustee
under Section 607.

         If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, and may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Company or any other obligor upon the Securities and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon the Securities, wherever
situated.

         If an Event of Default with respect to Securities of any series occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Securities of such series by
such appropriate judicial proceedings as the Trustee shall deem most effectual
to protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy.

SECTION 504. Trustee May File Proofs of Claim.

         In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors,

                                       40
<PAGE>
         (a) the Trustee (irrespective of whether the principal of the
Securities of any series shall then be due and payable as therein expressed or
by declaration or otherwise and irrespective of whether the Trustee shall have
made any demand on the Company for the payment of overdue principal (and
premium, if any) or interest (including any Additional Interest)) shall be
entitled and empowered, by intervention in such proceeding or otherwise,

                  (i) to file and prove a claim for the whole amount of
         principal (and premium, if any) and interest (including any Additional
         Interest) owing and unpaid in respect to the Securities and to file
         such other papers or documents as may be necessary or advisable and to
         take any and all actions as are authorized under the Trust Indenture
         Act in order to have the claims of the Holders and any predecessor to
         the Trustee under Section 607 and of the Holders allowed in any such
         judicial proceedings; and

                  (ii) and in particular, the Trustee shall be authorized to
         collect and receive any moneys or other property payable or deliverable
         on any such claims and to distribute the same in accordance with
         Section 506; and

         (b) any custodian, receiver, assignee, trustee, liquidator,
sequestrator (or other similar official) in any such judicial proceeding is
hereby authorized by each Holder to make such payments to the Trustee for
distribution in accordance with Section 506, and in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due to it and any predecessor Trustee under Section 607.

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

SECTION 505. Trustee May Enforce Claim Without Possession of Securities.

         All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Trustee shall be brought in its own name
as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of all the amounts owing the Trustee and any
predecessor Trustee under Section 607, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

                                       41
<PAGE>
SECTION 506. Application of Money Collected.

         Any money or property collected or to be applied by the Trustee with
respect to a series of Securities pursuant to this Article shall be applied in
the following order, at the date or dates fixed by the Trustee and, in case of
the distribution of such money or property on account of principal (or premium,
if any) or interest (including any Additional Interest), upon presentation of
the Securities and the notation thereon of the payment if only partially paid
and upon surrender thereof if fully paid:

         FIRST: To the payment of all amounts due the Trustee and any
predecessor Trustee under Section 607;

         SECOND: To the payment of the amounts then due and unpaid upon such
series of Securities for principal (and premium, if any) and interest (including
any Additional Interest), in respect of which or for the benefit of which such
money has been collected, ratably, without preference or priority of any kind,
according to the amounts due and payable on such series of Securities for
principal (and premium, if any) and interest (including any Additional
Interest), respectively; and

         THIRD: The balance, if any, to the Person or Persons entitled thereto.

SECTION 507. Limitation on Suits.

         No Holder of any Securities of any series shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture
or for the appointment of a receiver, assignee, trustee, liquidator,
sequestrator (or other similar official) or for any other remedy hereunder,
unless:

         (1) such Holder has previously given written notice to the Trustee of a
continuing Event of Default with respect to the Securities of that series;

         (2) the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default in its own
name as Trustee hereunder;

         (3) such Holder or Holders have offered to the Trustee reasonable
indemnity against the costs, expenses and liabilities to be incurred in
compliance with such request;

         (4) the Trustee for 60 days after its receipt of such notice, request
and offer of indemnity has failed to institute any such proceeding; and

         (5) no direction inconsistent with such written request has been given
to the Trustee during such 60-day period by the Holders of a majority in
principal amount of the Outstanding Securities of that series;

                                       42
<PAGE>
it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other
Holders of Securities, or to obtain or to seek to obtain priority or preference
over any other of such Holders or to enforce any right under this Indenture,
except in the manner herein provided and for the equal and ratable benefit of
all such Holders.

SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and
             Interest.

         Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right which is absolute and unconditional to receive
payment of the principal of (and premium, if any) and (subject to Section 307)
interest (including any Additional Interest) on such Security on the respective
Stated Maturities expressed in such Security and to institute suit for the
enforcement of any such payment, and such right shall not be impaired without
the consent of such Holder. In the case of Securities of a series issued to a
Principal Trust, any holder of the corresponding series of Preferred Securities
shall have the right upon the occurrence of an Event of Default described in
Section 501(1) or 501(2) hereof, to institute a suit directly against the
Company for enforcement of payment to such Holder of principal of (premium, if
any) and (subject to Section 307) interest (including any Additional Interest)
on the Securities having a principal amount equal to the aggregate liquidation
preference of the Preferred Securities of the corresponding series held by such
Holder.

SECTION 509. Restoration of Rights and Remedies.

         If the Trustee or any Holder has instituted any proceeding to enforce
any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case the Company, the
Trustee and the Holders shall, subject to any determination in such proceeding,
be restored severally and respectively to their former positions hereunder, and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.

SECTION 510. Rights and Remedies Cumulative.

         Except as otherwise provided in the last paragraph of Section 306, no
right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

                                       43
<PAGE>


SECTION 511. Delay or Omission Not Waiver.

         Except as otherwise provided in the last paragraph of Section 306, no
delay or omission of the Trustee or of any Holder of any Security to exercise
any right or remedy accruing upon any Event of Default shall impair any such
right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein.

         Every right and remedy given by this Article or by law to the Trustee
or to the Holders may be exercised from time to time, and as often as may be
deemed expedient, by the Trustee or by the Holders, as the case may be.

SECTION 512. Control by Holders.

         The Holders of a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee, with respect to the
Securities of such series, provided that:

         (1) such direction shall not be in conflict with any rule of law or
with this Indenture,

         (2) the Trustee may take any other action deemed proper by the Trustee
which is not inconsistent with such direction, and

         (3) subject to the provisions of Section 601, the Trustee shall have
the right to decline to follow such direction if the Trustee in good faith
shall, by a Responsible Officer or Officers of the Trustee, determine that the
proceeding so directed would be unjustly prejudicial to the Holders not joining
in any such direction or would involve the Trustee in personal liability.

         Upon receipt by the Trustee of any written notice directing the time,
method or place of conducting any such proceeding or exercising any such trust
or power, with respect to Securities of a series all or part of which is
represented by a Global Security, a record date shall be established for
determining Holders of Outstanding Securities of such series entitled to join in
such notice, which record date shall be at the close of business on the day the
Trustee receives such notice. The Holders on such record date, or their duly
designated proxies, and only such Persons, shall be entitled to join in such
notice, whether or not such Holders remain Holders after such record date;
provided, that, unless the Holders of a majority in principal amount of the
Outstanding Securities of such series shall have joined in such notice prior to
the day which is 90 days after such record date, such notice shall automatically
and without further action by any Holder be canceled and of no further effect.
Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder, from
giving, after expiration of such 90-day period, a new notice identical to a
notice which has been canceled pursuant to the proviso to the preceding
sentence, in


                                       44
<PAGE>

which event a new record date shall be established pursuant to the provisions of
this Section 512.

SECTION 513.      Waiver of Past Defaults.

         The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all the
Securities of such series waive any past default hereunder with respect to such
series and its consequences, except a default:

         (1) in the payment of the principal of (or premium, if any) or interest
(including any Additional Interest) on any Security of such series, or

         (2) in respect of a covenant or provision hereof which under Article
Nine cannot be modified or amended without the consent of the Holder of each
Outstanding Security of such series affected.

         Upon any such waiver, such default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.

SECTION 514.      Undertaking for Costs.

         All parties to this Indenture agree, and each Holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 10% in principal amount of the Outstanding Securities of
any series, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of (or premium, if any) or interest (including any
Additional Interest) on any Security on or after the respective Stated
Maturities expressed in such Security.

SECTION 515.      Waiver of Stay or Extension Laws.

         The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in


                                       45
<PAGE>
force, which may affect the covenants or the performance of this Indenture; and
the Company (to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law, and covenants that it will not hinder,
delay or impede the execution of any power herein granted to the Trustee, but
will suffer and permit the execution of every such power as though no such law
had been enacted.

                                   ARTICLE SIX

                                   THE TRUSTEE

SECTION 601.      Certain Duties and Responsibilities.

         (a) Except during the continuance of an Event of Default,

         (1) the Trustee undertakes to perform such duties and only such duties
as are specifically set forth in this Indenture, and no implied covenants or
obligations shall be read into this Indenture against the Trustee; and

         (2) in the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture; but in the case of
any such certificates or opinions which by any provisions hereof are
specifically required to be furnished to the Trustee, the Trustee shall be under
a duty to examine the same to determine whether or not they conform to the
requirements of this Indenture.

         (b) In case an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, 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 own affairs.

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

         (1) this Subsection shall not be construed to limit the effect of
Subsection (a) of this Section;

         (2) the 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 Trustee
was negligent in ascertaining the pertinent facts; and

         (3) the 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
Holders pursuant to


                                       46
<PAGE>
Section 512 relating to the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power
conferred upon the Trustee, under this Indenture with respect to the Securities
of such series.

         (d) No provision of this Indenture shall require the Trustee to expend
or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, if there shall be reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.

         (e) Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section.

SECTION 602. Notice of Defaults.

         Within 90 days after actual knowledge by a Responsible Officer of the
Trustee of the occurrence of any default hereunder with respect to the
Securities of any series, the Trustee shall transmit by mail to all Holders of
Securities of such series, as their names and addresses appear in the Securities
Register, notice of such default hereunder known to the Trustee, unless such
default shall have been cured or waived; provided, however, that, except in the
case of a default in the payment of the principal of (or premium, if any) or
interest (including any Additional Interest) on any Security of such series, the
Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee or a trust committee of directors
and/or Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the interests of the Holders of Securities of
such series; and provided, further, that, in the case of any default of the
character specified in Section 501(3), no such notice to Holders of Securities
of such series shall be given until at least 30 days after the occurrence
thereof. For the purpose of this Section, the term "default" means any event
which is, or after notice or lapse of time or both would become, an Event of
Default with respect to Securities of such series.

SECTION 603. Certain Rights of Trustee.

         Subject to the provisions of Section 601:

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


                                       47
<PAGE>
         (b) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order and any resolution
of the Board of Directors may be sufficiently evidenced by a Board Resolution;

         (c) whenever in the administration of this Indenture the Trustee shall
deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its part,
rely upon an Officers' Certificate;

         (d) the Trustee may consult with counsel and the advice of such counsel
or any Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in reliance thereon;

         (e) the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of
any of the Holders pursuant to this Indenture, unless such Holders shall have
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which might be incurred by it in compliance with such
request or direction;

         (f) the 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, indenture,
Security or other paper or document, but the Trustee in its discretion may make
such inquiry or investigation into such facts or matters as it may see fit, and,
if the Trustee shall determine to make such inquiry or investigation, it shall
be entitled to examine the books, records and premises of the Company,
personally or by agent or attorney; and

         (g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the 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.

SECTION 604. Not Responsible for Recitals or Issuance of Securities.

         The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities. The Trustee shall not be accountable for the use
or application by the Company of the Securities or the proceeds thereof.


                                       48
<PAGE>
SECTION 605. May Hold Securities.

         The Trustee, any Paying Agent, Securities Registrar or any other agent
of the Company, in its individual or any other capacity, may become the owner or
pledgee of Securities and, subject to Sections 608 and 613, may otherwise deal
with the Company with the same rights it would have if it were not Trustee,
Paying Agent, Securities Registrar or such other agent.

SECTION 606. Money Held in Trust.

         Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder except as
otherwise agreed with the Company.

SECTION 607. Compensation and Reimbursement.

         The Company agrees

         (1) to pay to the Trustee from time to time reasonable compensation for
all services rendered by it hereunder in such amounts as the Company and the
Trustee shall agree from time to time (which compensation shall not be limited
by any provision of law in regard to the compensation of a trustee of an express
trust);

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

         (3) to indemnify the Trustee (including in its individual capacity) and
its officers, directors and employees for, and to hold each harmless against,
any loss, liability or expense (including the reasonable compensation and the
expenses and disbursements of its agents and counsel) incurred without
negligence or bad faith, arising out of or in connection with the acceptance or
administration of this trust or the performance of its duties hereunder,
including the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers or
duties hereunder. This indemnification shall survive the termination of this
Agreement.

         To secure the Company's payment obligations in this Section, the
Company and the Holders agree that the Trustee shall have a lien prior to the
Securities on all money or property held or collected by the Trustee. Such lien
shall survive the satisfaction and discharge of this Indenture.


                                       49
<PAGE>
         When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 501(4) or (5) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Reform Act of 1978 or a successor statute.

SECTION 608. Disqualification; Conflicting Interests.

         The Trustee for the Securities of any series issued hereunder shall be
subject to the provisions of Section 310(b) of the Trust Indenture Act. Nothing
herein shall prevent the Trustee from filing with the Commission the application
referred to in the second to last paragraph of Section 310(b) of the Trust
Indenture Act.

SECTION 609. Corporate Trustee Required; Eligibility.

         There shall at all times be a Trustee hereunder which shall be

         (a) a corporation organized and doing business under the laws of the
United States of America or of any State, Territory or the District of Columbia,
authorized under such laws to exercise corporate trust powers and subject to
supervision or examination by Federal, State, Territorial or District of
Columbia authority, or

         (b) a corporation or other Person organized and doing business under
the laws of a foreign government that is permitted to act as Trustee pursuant to
a rule, regulation or order of the Commission, authorized under such laws to
exercise corporate trust powers, and subject to supervision or examination by
authority of such foreign government or a political subdivision thereof
substantially equivalent to supervision or examination applicable to United
States institutional trustees,

in either case having a combined capital and surplus of at least $50,000,000,
subject to supervision or examination by Federal or State authority. If such
corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then,
for the purpose of this Section, 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. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect hereinafter specified
in this Article. Neither the Company nor any Person directly or indirectly
controlling, controlled by or under common control with the Company shall serve
as Trustee for the Securities of any series issued hereunder.


                                       50
<PAGE>
SECTION 610. Resignation and Removal; Appointment of Successor.

         (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee under Section 611.

         (b) The Trustee may resign at any time with respect to the Securities
of one or more series by giving written notice thereof to the Company. If an
instrument of acceptance by a successor Trustee shall not have been delivered to
the Trustee within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.

         (c) The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal amount
of the Outstanding Securities of such series, delivered to the Trustee and to
the Company.

         (d) If at any time:

         (1) the Trustee shall fail to comply with Section 608 after written
request therefor by the Company or by any Holder who has been a bona fide Holder
of a Security for at least six months, or

         (2) the Trustee shall cease to be eligible under Section 609 and shall
fail to resign after written request therefor by the Company or by any such
Holder, or

         (3) the Trustee shall become incapable of acting or shall be adjudged a
bankrupt or insolvent or a receiver of the Trustee or of its property shall be
appointed or any public officer shall take charge or control of the Trustee or
of its property or affairs for the purpose of rehabilitation, conservation or
liquidation,

then, in any such case, (i) the Company by Board Resolution may remove the
Trustee, or (ii) subject to Section 514, any Holder who has been a bona fide
Holder of a Security for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee.

         (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause with
respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee with respect to the
Securities of that or those series. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such
series


                                       51
<PAGE>
delivered to the Company and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment, become
the successor Trustee with respect to the Securities of such series and
supersede the successor Trustee appointed by the Company. If no successor
Trustee with respect to the Securities of any series shall have been so
appointed by the Company or the Holders and accepted appointment in the manner
hereinafter provided, any Holder who has been a bona fide Holder of a Security
for at least six months may, subject to Section 514, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.

         (f) The Company shall give notice of each resignation and each removal
of the Trustee with respect to the Securities of any series and each appointment
of a successor Trustee with respect to the Securities of any series by mailing
written notice of such event by first-class mail, postage prepaid, to the
Holders of Securities of such series as their names and addresses appear in the
Securities Register. Each notice shall include the name of the successor Trustee
with respect to the Securities of such series and the address of its Corporate
Trust Office.

SECTION 611.      Acceptance of Appointment by Successor.

         (a) In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.

         (b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee (if requested by the Company) and each successor Trustee with
respect to the Securities of one or more series shall execute and deliver an
indenture supplemental hereto wherein each successor Trustee shall accept such
appointment and which (1) shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, each successor Trustee all
the rights, powers, trusts and duties of the retiring Trustee with respect to
the Securities of that or those series to which the appointment of such
successor Trustee relates, (2) if the retiring Trustee is not retiring with
respect to all Securities, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties
of the retiring Trustee with respect to

                                       52
<PAGE>
the Securities of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and (3) shall add
to or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of the same
trust and that each such Trustee shall be trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any other
such Trustee and upon the execution and delivery of such supplemental indenture
the resignation or removal of the retiring Trustee shall become effective to the
extent provided therein and each such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers,
trusts, and duties of the retiring Trustee with respect to the Securities of
that or those series to which the appointment of such successor Trustee relates;
but, on request of the Company or any successor Trustee, such retiring Trustee
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder with respect to the Securities
of that or those series to which the appointment of such successor Trustee
relates.

         (c) Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all rights, powers and trusts referred to
in paragraph (a) or (b) of this Section, as the case may be.

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

SECTION 612. Merger, Conversion, Consolidation or Succession to Business.

         Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated, and in case any
Securities shall not have been authenticated, any successor to the Trustee may
authenticate such Securities either in the name of any predecessor Trustee or in
the name of such successor Trustee, and in all cases the certificate of
authentication shall have the full force which it is provided anywhere in the
Securities or in this Indenture that the certificate of the Trustee shall have.


                                       53
<PAGE>
SECTION 613. Preferential Collection of Claims Against Company.

         If and when the Trustee shall be or become a creditor of the Company
(or any other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such other obligor).

SECTION 614. Appointment of Authenticating Agent.

         The Trustee may appoint an Authenticating Agent or Agents with respect
to one or more series of Securities which shall be authorized to act on behalf
of the Trustee to authenticate Securities of such series issued upon original
issue and upon exchange, registration of transfer or partial redemption thereof,
and Securities so authenticated shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if authenticated
by the Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent shall be acceptable to the Company and shall at all
times be a corporation organized and doing business under the laws of the United
States of America, or of any State, Territory or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less than $50,000,000 and subject to supervision or
examination by Federal or State authority. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section the combined capital and surplus of such Authenticating Agent
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section,
such Authenticating Agent shall resign immediately in the manner and with the
effect specified in this Section.

         Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to all or substantially all of
the corporate trust business of an Authenticating Agent shall be the successor
Authenticating Agent hereunder, provided such corporation shall be otherwise
eligible under this Section, without the execution or filing of any paper or any
further act on the part of the Trustee or the Authenticating Agent.

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent


                                       54
<PAGE>
and to the Company. Upon receiving such a notice of resignation or upon such a
termination, or in case at any time such Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, the Trustee may
appoint a successor Authenticating Agent which shall be acceptable to the
Company and shall give notice of such appointment in the manner provided in
Section 106 to all Holders of Securities of the series with respect to which
such Authenticating Agent will serve. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all the rights,
powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent. No successor Authenticating Agent
shall be appointed unless eligible under the provision of this Section.

         The Trustee agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section, and the
Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Section 607.

         If an appointment with respect to one or more series is made pursuant
to this Section, the Securities of such series may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alternative
certificate of authentication in the following form:




                                       55
<PAGE>
         This is one of the Securities referred to in the within mentioned
Indenture.

                                             -----------------------------------
                                             As Trustee

                                             By:
                                                  ------------------------------
                                                  As Authenticating Agent

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

                                 ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. Company to Furnish Trustee Names and Addresses of Holders.

         The Company will furnish or cause to be furnished to the Trustee:

         (a) semi-annually, not more than 15 days after February 15 and August
15, a list, in such form as the Trustee may reasonably require, of the names and
addresses of the Holders as of such February 1 and August 1, and

         (b) at such other times as the Trustee may request in writing, within
30 days after the receipt by the Company of any such request, a list of similar
form and content as of a date not more than 15 days prior to the time such list
is furnished, excluding from any such list names and addresses received by the
Trustee in its capacity as Securities Registrar.

SECTION 702.      Preservation of Information, Communications to Holders.

         (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 701 and the names and
addresses of Holders received by the Trustee in its capacity as Securities
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.

         (b) The rights of Holders to communicate with other Holders with
respect to their rights under this Indenture or under the Securities, and the
corresponding rights and privileges of the Trustee, shall be as provided in the
Trust Indenture Act.

         (c) Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any


                                       56
<PAGE>
agent of either of them shall be held accountable by reason of the disclosure of
information as to the names and addresses of the Holders made pursuant to the
Trust Indenture Act.

SECTION 703. Reports by Trustee.

         (a) The Trustee shall transmit to Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act, at the times and in the manner provided pursuant thereto.

         (b) Reports so required to be transmitted at stated intervals of not
more than 12 months shall be transmitted no later than July 15 in each calendar
year, commencing with the first July 15 after the first issuance of Securities
under this Indenture.

         (c) A copy of each such report shall, at the time of such transmission
to Holders, be filed by the Trustee with each stock exchange upon which the
Securities are listed and also with the Commission. The Company will notify the
Trustee whenever the Securities are listed on any stock exchange.

SECTION 704. Reports by Company.

         The Company shall

         (1) file with the Trustee and with the Commission, and transmit to
Holders, such information, documents and other reports, and such summaries
thereof, as may be required pursuant to the Trust Indenture Act at the times and
in the manner provided in the Trust Indenture Act; provided that any such
information, documents or reports required to be filed with the Commission
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
shall be filed with the Trustee within 15 days after the same is required to be
filed with the Commission. Notwithstanding that the Company may not be required
to remain subject to the reporting requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Company shall file with the Trustee and the
Commission, in accordance with rules and regulations prescribed from time to
time by the Commission, such of the supplementary and periodic information,
documents and reports which may be required pursuant to Section 13 of the
Exchange Act in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules and
regulations;

         (2) file with the Trustee and the Commission, in accordance with rules
and regulations prescribed from time to time by the Commission, such additional
information, documents and reports with respect to compliance by the Company
with the conditions and covenants of this Indenture as may be required from time
to time by such rules and regulations; and


                                       57
<PAGE>
         (3) transmit by mail, to all Holders, as their names and addresses
appear in the Security Register, within 30 days after the filing thereof with
the Trustee, such summaries of any information, documents and reports required
to be filed by the Company pursuant to Clauses (1) and (2) of this Section as
may be required by rules and regulations prescribed from time to time by the
Commission.

                                 ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801. Company May Consolidate, Etc., Only on Certain Terms.

         The Company shall not consolidate with or merge into any other
corporation or convey, transfer or lease its properties and assets substantially
as an entirety to any Person, and no Person shall consolidate with or merge into
the Company or convey, transfer or lease its properties and assets substantially
as an entirety to the Company, unless:

         (1) in case the Company shall consolidate with or merge into another
corporation or convey, transfer or lease its properties and assets substantially
as an entirety to any Person, the corporation formed by such consolidation or
into which the Company is merged or the Person which acquires by conveyance or
transfer, or which leases, the properties and assets of the Company
substantially as an entirety shall be a corporation organized and existing under
the laws of the United States of America or any State or the District of
Columbia, and shall expressly assume, by an indenture supplemental hereto,
executed and delivered to the Trustee, in form satisfactory to the Trustee, the
due and punctual payment of the principal of (and premium, if any) and interest
(including any Additional Interest) on all the Securities and the performance of
every covenant of this Indenture on the part of the Company to be performed or
observed;

         (2) immediately after giving effect to such transaction, no Event of
Default, and no event which, after notice or lapse of time, or both, would
become an Event of Default, shall have happened and be continuing;

         (3) in the case of the Securities of a series issued to a Principal
Trust, such consolidation, merger, conveyance, transfer or lease is permitted
under the related Trust Agreement and Principal Guarantee and does not give rise
to any breach or violation of the related Trust Agreement or Principal
Guarantee; and

         (4) the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel each stating that such consolidation, merger,
conveyance, transfer or lease and any such supplemental indenture complies with
this Article and that all


                                       58
<PAGE>
conditions precedent herein provided for relating to such transaction have been
complied with; and the Trustee, subject to Section 601, may rely upon such
Officers' Certificate and opinion of Counsel as conclusive evidence that such
transaction complies with this Section 801.

SECTION 802. Successor Corporation Substituted.

         Upon any consolidation or merger by the Company with or into any other
corporation, or any conveyance, transfer or lease by the Company of its
properties and assets substantially as an entirety to any Person in accordance
with Section 801, the successor corporation formed by such consolidation or into
which the Company is merged or to which such conveyance, transfer or lease is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor corporation had been named as the Company herein; and in the event of
any such conveyance, transfer or lease the Company shall be discharged from all
obligations and covenants under the Indenture and the Securities and may be
dissolved and liquidated.

         Such successor corporation may cause to be signed, and may issue either
in its own name or in the name of the Company, any or all of the Securities
issuable hereunder which theretofore shall not have been signed by the Company
and delivered to the Trustee; and, upon the order of such successor corporation
instead of the Company and subject to all the terms, conditions and limitations
in this Indenture prescribed, the Trustee shall authenticate and shall deliver
any Securities which previously shall have been signed and delivered by the
officers of the Company to the Trustee for authentication pursuant to such
provisions and any Securities which such successor corporation thereafter shall
cause to be signed and delivered to the Trustee on its behalf for the purpose
pursuant to such provisions. All the Securities so issued shall in all respects
have the same legal rank and benefit under this Indenture as the Securities
theretofore or thereafter issued in accordance with the terms of this Indenture
as though all of such Securities had been issued at the date of the execution
hereof.

         In case of any such consolidation, merger, sale, conveyance or lease,
such changes in phraseology and form may be made in the Securities thereafter to
be issued as may be appropriate.



                                       59

<PAGE>
                                  ARTICLE NINE

                             Supplemental Indentures

SECTION 901. Supplemental Indentures Without Consent of Holders.



      Without the consent of any Holders, the Company, when authorized by a
Board Resolution, and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental hereto or, if applicable, into
agreements supplemental to any PFSI Guarantee, in form satisfactory to the
Trustee, for any of the following purposes:



      (1) to evidence the succession of another Person to the Company, and the
assumption by any such successor of the covenants of the Company herein and in
the Securities or, if applicable, to evidence the succession of another Person
to the Guarantor and the assumption by any such successor of the Guarantor's
obligations under any PFSI Guarantee (in either case with such changes herein
and therein as may be necessary or advisable to reflect such Person's legal
status, if such Person is not a corporation); or


      (2) to convey, transfer, assign, mortgage or pledge any property to or
with the Trustee or to surrender any right or power herein conferred upon the
Company; or

      (3) to establish the form or terms of Securities of any series as
permitted by Sections 201 or 301; or

      (4) to add to the covenants of the Company or the Guarantor for the
benefit of the Holders of all or any series of Securities (and if such covenants
are to be for the benefit of less than all series of Securities, stating that
such covenants are expressly being included solely for the benefit of such
series) or to surrender any right or power herein conferred upon the Company or
the Guarnator; or

      (5) to add any additional Events of Default; or

      (6) to change or eliminate any of the provisions of this Indenture,
provided that any such change or elimination shall become effective only when
there is no Security Outstanding of any series created prior to the execution of
such supplemental indenture which is entitled to the benefit of such provision;
or


      (7) to cure any ambiguity, to correct or supplement any provision herein,
in any Securities or in any PFSI Guarantee, which may be inconsistent with any
other provision herein, or to make any other provisions with respect to matters
or questions arising under this Indenture, provided that such action pursuant to
this clause (7) shall not materially adversely affect the interest of the
Holders of Securities of any series or, in the case of the Securities of a
series issued to a Principal Trust and for so long as any of the corresponding
series of Preferred Securities shall remain outstanding, the holders of such
Preferred Securities; or


      (8) to evidence and provide for the acceptance of appointment hereunder by
a successor Trustee with respect to the Securities of one or more series and to
add to or


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<PAGE>


change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
Trustee, pursuant to the requirements of Section 611(b); or


      (9) to comply with the requirements of the Commission in order to effect
or maintain the qualification of this Indenture or any PFSI Guarantee under the
Trust Indenture Act or otherwise as necessary to comply with applicable law.


SECTION 902. Supplemental Indentures with Consent of Holders.


      With the consent of the Holders of not less than a majority in principal
amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, and the Trustee may
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture and, if applicable,
the Guarantor and the Trustee may enter into an agreement or agreements
supplemental hereto to add to or to change or eliminate any provisions of a PFSI
Guarantee; provided, however, that no such supplemental indenture shall, without
the consent of the Holder of each Outstanding Security affected thereby,


      (1) except to the extent permitted by Section 311 or as otherwise
specified as contemplated by Section 301 with respect to the extension of the
interest payment period of the Securities of any series, change the Stated
Maturity of the principal of, or any installment of interest (including any
Additional Interest) on, any Security, or reduce the principal amount thereof or
the rate of interest thereon or reduce any premium payable upon the redemption
thereof, or reduce the amount of principal of an Original Issue Discount
Security that would be due and payable upon a declaration of acceleration of the
Maturity thereof pursuant to Section 502, or change the place of payment where,
or the coin or currency in which, any Security or interest thereon is payable,
or impair the right to institute suit for the enforcement of any such payment on
or after the Stated Maturity thereof (or, in the case of redemption, on or after
the date fixed for redemption thereof), or

      (2) reduce the percentage in principal amount of the Outstanding
Securities of any series, the consent of whose Holders is required for any such
supplemental indenture, or the consent of whose Holders is required for any
waiver (of compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences) provided for in this Indenture, or

      (3) modify any of the provisions of this Section, Section 513 or Section
1006, except to increase any such percentage or to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent of
the Holder of each Security affected thereby; or

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<PAGE>

      (4) modify the provisions in Article Thirteen of this Indenture with
respect to the subordination of Outstanding Securities of any series in a manner
adverse to the Holders thereof;

provided that, in the case of the Securities of a series issued to a Principal
Trust, so long as any of the corresponding series of Preferred Securities
remains outstanding, no such amendment shall be made that adversely affects the
holders of such Preferred Securities, and no termination of this Indenture shall
occur, and no waiver of any Event of Default or compliance with any covenant
under this Indenture shall be effective, without the prior consent of the
holders of at least a majority of the aggregate liquidation preference of such
Preferred Securities then outstanding unless and until the principal (and
premium, if any) of the Securities of such series and all accrued and unpaid
interest (including any Additional Interest) thereon have been paid in full; and
provided further that in the case of the Securities of a series issued to a
Principal Trust, so long as any of the corresponding series of Preferred
Securities remain outstanding, no amendment shall be made to Section 508 of this
Indenture without the prior consent of the holders of each Preferred Security
then outstanding unless and until the principal (and premium, if any) of the
Securities of such series and all accrued and (subject to Section 307) unpaid
interest (including any Additional Interest) thereon have been paid in full.


      A supplemental indenture that changes or eliminates any covenant or other
provision of this Indenture, or a supplemental agreement which changes or
eliminates any covenant or other provision of a PFSI Guarantee, that has
expressly been included solely for the benefit of one or more particular series
of Securities, or which modifies the rights of the Holders of Securities of such
series with respect to such covenant or other provision, shall be deemed not to
affect the rights under this Indenture of the Holders of Securities of any other
series.


      It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.

SECTION 903. Execution of Supplemental Indentures.

      In executing or accepting the additional trusts created by any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 601) shall be fully protected in relying upon, an
Officers' Certificate and an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture, and
that all conditions precedent have been complied with. The Trustee may, but
shall not be obligated to, enter into any such supplemental indenture which
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise.

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<PAGE>

SECTION 904. Effect of Supplemental Indentures.

      Upon the execution of any supplemental indenture under this Article, this
Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

SECTION 905. Conformity with Trust Indenture Act.

      Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act as then in effect.

SECTION 906. Reference in Securities to Supplemental Indentures.

      Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities of any series so modified as to conform, in the opinion of the
Trustee and the Board of Directors, to any such supplemental indenture may be
prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.

                                  ARTICLE TEN

                                    Covenants

SECTION 1001. Payment of Principal, Premium and Interest.

      The Company covenants and agrees for the benefit of each series of
securities that it will duly and punctually pay the principal of (and premium,
if any) and interest on the Securities of that series in accordance with the
terms of such Securities and this Indenture.

SECTION 1002. Maintenance of Office or Agency.

      The Company will maintain in each Place of Payment for any series, an
office or agency where Securities of that series may be presented or surrendered
for payment and an office or agency where Securities may be surrendered for
transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities and this Indenture may be served. The Company
initially appoints the Trustee, acting through its Corporate Trust Office, as
its agent for said purposes. The Company will give prompt written notice to the
Trustee of any change in the location of any such office or agency. If at any
time the Company shall fail to maintain such office or agency or shall fail to

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<PAGE>

furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, and the Company hereby appoints the Trustee as its agent to receive all
such presentations, surrenders, notices and demands.

      The Company may also from time to time designate one or more other offices
or agencies where the Securities may be presented or surrendered for any or all
of such purposes, and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner relieve the
Company of its obligation to maintain an office or agency in each Place of
Payment for Securities of any series for such purposes. The Company will give
prompt written notice to the Trustee of any such designation and any change in
the location of any such office or agency.

SECTION 1003. Money for Security Payments to be Held in Trust.

      If the Company shall at any time act as its own Paying Agent with respect
to any series of Securities, it will, on or before each due date of the
principal of (and premium, if any) or interest on any of the Securities of such
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal (and premium, if any) or interest
so becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided, and will promptly notify the Trustee of its
failure so to act.

      Whenever the Company shall have one or more Paying Agents, it will, prior
to each due date of the principal of or interest on any Securities, deposit with
a Paying Agent a sum sufficient to pay the principal (and premium, if any) or
interest so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal and premium (if any) or interest, and (unless
such Paying Agent is the Trustee) the Company will promptly notify the Trustee
of its failure so to act.

      The Company will cause each Paying Agent other than the Trustee to execute
and deliver to the Trustee an instrument in which such Paying Agent shall agree
with the Trustee, subject to the provisions of this Section, that such Paying
Agent will:

      (1) hold all sums held by it for the payment of the principal of (and
premium, if any) or interest on Securities in trust for the benefit of the
Persons entitled thereto until such sums shall be paid to such Persons or
otherwise disposed of as herein provided;

      (2) give the Trustee notice of any default by the Company (or any other
obligor upon the Securities) in the making of any payment of principal (and
premium, if any) or interest;

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<PAGE>

      (3) at any time during the continuance of any such default, upon the
written request of the Trustee, forthwith pay to the Trustee all sums so held in
trust by such Paying Agent; and

      (4) comply with the provisions of the Trust Indenture Act applicable to it
as a Paying Agent.

      The Company may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or by Company
Order direct any Paying Agent to pay, to the Trustee all sums held in trust by
the Company or such Paying Agent, such sums to be held by the Trustee upon the
same trusts as those upon which such sums were held by the Company or such
Paying Agent; and, upon such payment by the Company or any Paying Agent to the
Trustee, such Paying Agent shall be released from all further liability with
respect to such money.

      Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of (and premium, if any)
or interest on any Security and remaining unclaimed for two years after such
principal (and premium, if any) or interest has become due and payable shall
(unless otherwise required by mandatory provision of applicable escheat or
abandoned or unclaimed property law) be paid on Company Request to the Company,
or (if then held by the Company) shall (unless otherwise required by mandatory
provision of applicable escheat or abandoned or unclaimed property law) be
discharged from such trust; and the Holder of such Security shall thereafter, as
an unsecured general creditor, look only to the Company for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in the [Borough of
Manhattan, The City of New York], notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from
the date of such publication, any unclaimed balance of such money then remaining
will be repaid the Company.

SECTION 1004. Payment of Taxes and Other Claims.

      The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (1) all taxes, assessments and
governmental charges levied or imposed upon the Company or any Restricted
Subsidiary or upon the income, profits or property of the Company or any
Restricted Subsidiary, and (2) all lawful claims for labor, materials and
supplies which, if unpaid, might by law become a lien upon the property of the
Company or any Restricted Subsidiary; provided, however, that the Company shall
not be required to pay or discharge or cause to be paid or discharged any


                                       65
<PAGE>

such tax, assessment, charge or claim whose amount, applicability or validity is
being contested in good faith by appropriate proceedings.

SECTION 1005. Statement as to Compliance.

      The Company shall deliver to the Trustee, within 120 days after the end of
each calendar year of the Company ending after the date hereof, an Officers'
Certificate covering the preceding fiscal year, stating whether or not to the
best knowledge of the signers thereof the Company is in default in the
performance, observance or fulfillment of or compliance with any of the terms,
provisions, covenants and conditions of this Indenture, and if the Company shall
be in default, specifying all such defaults and the nature and status thereof of
which they may have knowledge. For the purpose of this Section 1005, compliance
shall be determined without regard to any grace period or requirement of notice
provided pursuant to the terms of this Indenture.

SECTION 1006. Waiver of Certain Covenants.

      The Company may omit in any particular instance to comply with any
covenant or condition set forth in Section 1004 or as specified as contemplated
by Section 301 with respect to the Securities of any series, if before or after
the time for such compliance the Holders of at least a majority in principal
amount of the Outstanding Securities of such series shall, by Act of such
Holders, either waive such compliance in such instance or generally waive
compliance with such covenant or condition, but no such waiver shall extend to
or affect such covenant or condition except to the extent so expressly waived,
and, until such waiver shall become effective, the obligations of the Company in
respect of any such covenant or condition shall remain in full force and effect.

SECTION 1007. Additional Sums.

      In the case of the Securities of a series issued to a Principal Trust,
except as otherwise specified as contemplated by Section 301, in the event that
(i) a Principal Trust is the Holder of all of the Outstanding Securities of such
series, (ii) a Tax Event in respect of such Principal Trust shall have occurred
and be continuing and (iii) the Company shall not have (i) redeemed the
Securities of such series pursuant to Section 1107(b) or (ii) terminated such
Principal Trust pursuant to section 902(b) of the related Trust Agreement, the
Company shall pay to such Principal Trust (and its permitted successors or
assigns under the related Trust Agreement) for so long as such Principal Trust
(or its permitted successor or assignee) is the registered holder of any
Securities of such series, such additional amounts as may be necessary in order
that the amount of distributions (including any Additional Amounts (as defined
in the Trust Agreement)) then due and payable by such Principal Trust on the
related Preferred Securities and Common Securities that at any time remain
outstanding in accordance with the terms thereof shall not be reduced as a
result of any Additional Taxes (the "Additional Sums"); provided


                                       66
<PAGE>

that, if this Indenture has not been qualified under the Trust Indenture Act,
the Company shall be required to pay such Additional Sums until this Indenture
is so qualified. Whenever in this Indenture or the Securities there is a
reference in any context to the payment of principal of or interest on the
Securities, such mention shall be deemed to include mention of the payments of
the Additional Sums provided for in this paragraph to the extent that, in such
context, Additional Sums are, were or would be payable in respect thereof
pursuant to the provisions of this paragraph and express mention of the payment
of Additional Sums (if applicable) in any provisions hereof shall not be
construed as excluding Additional Sums in those provisions hereof where such
express mention is not made, provided, however, that the extension of an
interest payment period pursuant to Section 311 of the Securities shall not
extend the payment of any Additional Sums that may be due and payable during
such interest payment period.

SECTION 1008. Additional Covenants.


      The Company covenants and agrees with each Holder of Securities of a
series issued to a Principal Trust that it will not, and it will not permit any
Subsidiary of the Company to, (a) declare or pay any dividends or distributions
on, or redeem, purchase, acquire or make a liquidation payment with respect to,
any shares of the Company's capital stock, or (b) make any payment of principal,
interest or premium, if any, on or repay, repurchase or redeem any debt
securities that rank pari passu with or junior to the Securities of such series
or make any guarantee payments with respect to the foregoing (other than (a)
dividends or distributions in common stock of the Company, (b) redemptions or
purchases of any rights pursuant to the Company's Rights Plan, or any successor
to such Rights Plan, and the declaration of a dividend of such rights in the
future, and (c) payments under any Principal Guarantee) if at such time (i)
there shall have occurred any event of which the Company has actual knowledge
that (a) with the giving of notice or the lapse of time or both, would
constitute an Event of Default hereunder and (b) in respect of which the Company
shall not have taken reasonable steps to cure, (ii) the Company shall be in
default with respect to its payment of any obligations under the related
Principal Guarantee or (iii) the Company shall have given notice of its
selection of an Extension Period as provided herein and shall not have rescinded
such notice, or such period, or any extension thereof, shall be continuing.

      The Company also covenants with each Holder of Securities of a series
issued to a Principal Trust (i) to maintain directly or indirectly 100%
ownership of the Common Securities of such Principal Trust; provided, however,
that any permitted successor of the Company hereunder may succeed to the
Company's ownership of such Common Securities, (ii) not to voluntarily
terminate, wind-up or liquidate such Principal Trust, except (a) in connection
with a distribution of the Securities of such series to the holders of Preferred
Securities in liquidation of such Principal Trust or (b) in connection with
certain mergers, consolidations or amalgamations permitted by the related Trust
Agreement and (iii) to use its reasonable efforts, consistent with the terms and
provisions


                                       67
<PAGE>

of such Trust Agreement, to cause such Principal Trust to remain a business
trust and not to be classified as an association taxable as a corporation for
United States federal income tax purposes.

                                 ARTICLE ELEVEN

                            Redemption of Securities

SECTION 1101. Applicability of This Article.

      Redemption of Securities (whether by operation of a sinking fund or
otherwise) as permitted or required by any form of Security issued pursuant to
this Indenture shall be made in accordance with such form of Security and this
Article; provided, however, that if any provision of any such form of Security
shall conflict with any provision of this Article, the provision of such form of
Security shall govern. Except as otherwise set forth in the form of Security for
such series, each Security shall be subject to partial redemption only in the
amount of $25 or, in the case of the Securities of a series issued to a
Principal Trust, $25, or integral multiples thereof.

SECTION 1102. Election to Redeem; Notice to Trustee.


      The election of the Company to redeem any Securities shall be evidenced by
or pursuant to a Board Resolution. In case of any redemption at the election of
the Company of less than all of the Securities of any particular series and
having the same terms, the Company shall, not less than 30 nor more than 60 days
prior to the date fixed for redemption (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such date and of the
principal amount of Securities of that series to be redeemed. In the case of any
redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities, the Company shall furnish
the Trustee with an Officers' Certificate and an Opinion of Counsel evidencing
compliance with such restriction.

SECTION 1103. Selection of Securities to be Redeemed.

      If less than all the Securities of a particular series and having the same
terms are to be redeemed, the Trustee shall select, not more than 60 days prior
to the date fixed for redemption, in such manner as in its sole discretion it
shall deem appropriate and fair, the Securities or portions thereof of such
series to be redeemed. The Trustee shall promptly notify the Company in writing
of the Securities selected for partial redemption and the principal amount
thereof to be redeemed. For all purposes of this Indenture, unless the context
otherwise requires, all provisions relating to the redemption of Securities
shall relate, in the case of any Security redeemed or to be redeemed only in
part, to the portion of the principal amount of such Security which has been or
is to be redeemed. If the


                                       68
<PAGE>

Company shall so direct, Securities registered in the name of the Company, any
Affiliate or any Subsidiary thereof shall not be included in the Securities
selected for redemption.

SECTION 1104. Notice of Redemption.

      Notice of redemption shall be given by first-class mail, postage prepaid,
mailed not later than the thirtieth day, and not earlier than the sixtieth day,
prior to the date fixed for redemption, to each Holder of Securities to be
redeemed, at the address of such Holder as it appears in the Securities
Register.

      With respect to Securities of each series to be redeemed, each notice of
redemption shall state:

      (a) the date fixed for redemption for Securities of such series;

      (b) the redemption price at which Securities of such series are to be
redeemed;

      (c) if less than all Outstanding Securities of such particular series and
having the same terms are to be redeemed, the identification (and, in the case
of partial redemption, the respective principal amounts) of the particular
Securities to be redeemed;

      (d) that on the date fixed for redemption, the redemption price at which
such Securities are to be redeemed will become due and payable upon each such
Security or portion thereof, and that interest thereon, if any, shall cease to
accrue on and after said date;

      (e) the place or places where such Securities are to be surrendered for
payment of the redemption price at which such Securities are to be redeemed; and

      (f) that the redemption is for a sinking fund, if such is the case.

      Notice of redemption of Securities to be redeemed at the election of the
Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company. The notice if mailed in
the manner herein provided shall be conclusively presumed to have been duly
given, whether or not the Holder receives such notice. In any case, a failure to
give such notice by mail or any defect in the notice to the Holder of any
Security designated for redemption as a whole or in part shall not affect the
validity of the proceedings for the redemption of any other Security.

SECTION 1105.     Deposit of Redemption Price.

      Prior to the redemption date specified in the notice of redemption given
as provided in Section 1104, the Company will deposit with the Trustee or with
one or more


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<PAGE>

paying agents an amount of money sufficient to redeem on the redemption date all
the Securities so called for redemption at the applicable redemption price.

SECTION 1106. Payment of Securities Called for Redemption.

      If any notice of redemption has been given as provided in Section 1104,
the Securities or portion of Securities with respect to which such notice has
been given shall become due and payable on the date and at the place or places
stated in such notice at the applicable redemption price. On presentation and
surrender of such Securities at a place of payment in said notice specified, the
said securities or the specified portions thereof shall be paid and redeemed by
the Company at the applicable redemption price.

      Upon presentation of any Security redeemed in part only, the Company shall
execute and the Trustee shall authenticate and deliver to the Holder thereof, at
the expense of the Company, a new Security or Securities of the same series, of
authorized denominations, in aggregate principal amount equal to the unredeemed
portion of the Security so presented and having the same Original Issue Date,
Stated Maturity and terms. If a Global Security is so surrendered, such new
Security will also be a new Global Security.

SECTION 1107. Company's Right of Redemption.

      (a) Unless otherwise specified as contemplated by Section 301 with respect
to the Securities of a particular series and notwithstanding any additional
redemption rights that may be so specified, the Company may, at its option,
redeem the Securities of any series after their date of issuance in whole or in
part at any time and from time to time, subject to the provisions of this clause
(a) and the other provisions of this Article Eleven. Unless otherwise specified
as contemplated by Section 301 with respect to the Securities of a particular
series, the redemption price for any Security so redeemed pursuant to this
clause (a) shall equal any accrued and unpaid interest, including any Additional
Interest, to the date fixed for redemption, plus the greater of (a) the
principal amount thereof and (b) an amount equal to (i) in respect of the
Securities of any series bearing interest at a fixed rate, the Discounted
Remaining Fixed Amount Payments or (ii) in respect of the Securities of any
series bearing interest determined by reference to a floating rate, the
Discounted Swap Equivalent Payments. The Company shall not redeem the Securities
in part unless all accrued and unpaid interest (including any Additional
Interest) has been paid in full on all Securities Outstanding for all interest
periods terminating on or prior to the date fixed for redemption. For purposes
of this clause (a), the following terms shall have the meanings set forth below:

      "Discounted Remaining Fixed Amount Payments" means, in respect of a
Security of any series bearing interest at a fixed rate, an amount equal to the
sum of the Current Values of the amounts of interest and principal that would
have been payable by the


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<PAGE>

Company pursuant to the terms of such Security on each Interest Payment Date
after the date fixed for redemption pursuant to this Section 1107 and at the
Stated Maturity of the final payment of principal thereof (taking into account
any required sinking fund payments but otherwise assuming that the Company had
not redeemed such Security prior to such Stated Maturity).

      "Current Value" means, in respect of any amount, the present value of that
amount on the date fixed for redemption pursuant to this Section 1107 after
discounting that amount on a basis corresponding to the interest period of the
Securities to be redeemed from the originally scheduled date for payment on the
basis of the Treasury Rate, all computed in accordance with generally accepted
financial practice.

      "Treasury Rate" means a per annum rate (expressed as a decimal and, in the
case of United States Treasury bills, converted to a per annum yield) determined
on the date fixed for redemption pursuant to this Section 1107 to be the per
annum rate equal to the semiannual bond equivalent yield to maturity adjusted,
in the case of Securities having monthly or quarterly Interest Payment Dates, to
reflect monthly or quarterly compounding in accordance with generally accepted
financial practice for United States Treasury securities maturing at the Stated
Maturity of the final payment of principal of any series of Securities redeemed
pursuant to this Section 1107, as determined (i) by reference to the weekly
average yield to maturity for United States Treasury securities maturing on such
Stated Maturity as reported in the most recent Statistical Release H.15(519) of
the Board of Governors of the Federal Reserve, or (ii) if no such weekly average
yield is so reported, by interpolation between the most recent weekly average
yields to maturity for two series of United States Treasury securities, (a) one
maturing as close as possible to, but earlier than, such Stated Maturity and (b)
the other maturing as close as possible to, but later than, such Stated
Maturity, in each case as published in the most recent Statistical Release
H.15(519) of the Board of Governors of the Federal Reserve.

      "Discounted Swap Equivalent Payments" means, in respect of a Security of
any series bearing interest determined by reference to a floating rate, an
amount equal to the sum of (i) the Current Value of the amount of principal that
would have been payable by the Company pursuant to the terms of such Security at
the Stated Maturity of the final payment of the principal thereof (taking into
effect any required sinking fund payments but otherwise assuming that the
Company had not redeemed such Security prior to such Stated Maturity) and (ii)
the sum of the Current Values of the fixed rate payments that Reference
Market-Makers would require to be paid by an assumed fixed rate payer having the
same credit standing as the Company against floating rate payments to be made by
such Reference Market-Makers equal to the interest payments on the Security
being redeemed (taking into effect any required sinking fund payments but
otherwise assuming the Company had not redeemed such Security prior to such
Stated Maturity) under an interest rate swap agreement documented under standard
forms of the


                                       71
<PAGE>

International Swap Dealers Association, Inc., and having a notional principal
amount equal to the principal amount of such Security, a termination date set at
the Stated Maturity of such Security and payment dates for both fixed and
floating rate payers set at each Interest Payment Date of such Security. The
Trustee (or its agent) will request each Reference Market-Maker to provide its
quotation of such fixed rate payments to the extent practicable as of the same
time (without regard to different time zones) on a date that is no more than
five Business Days prior to the date on which the notice of redemption required
by Section 1104 is first mailed to the Holders of the Securities being redeemed.
If more than three such quotations are provided, the fixed rate payments will be
the arithmetic mean of the dollar equivalent of such quotations without regard
to the quotations having the highest and lowest values. If exactly three such
quotations are provided, the fixed rate payments will be the quotation remaining
after disregarding the quotations having the highest and lowest values.

      "Reference Market-Makers" means four leading dealers in the market for
interest rate swaps selected by the Trustee (or its agent) in good faith from
among dealers of the highest credit standing which satisfy all the criteria that
the Trustee (or its agent) applies generally at the time in deciding whether to
offer or to make an extension of credit or, if quotations from four such leading
dealers are not reasonably obtainable, three such leading dealers.

      (b) In the case of the Securities of a series issued to a Principal Trust,
except as otherwise specified as contemplated by Section 301, if a Special Event
in respect of such Principal Trust shall occur and be continuing, the Company
may, at its option, redeem the Securities of such series, in whole but not in
part, subject to the provisions of this clause (b) and the other provisions of
this Article Eleven. The redemption price for any Security so redeemed pursuant
to this clause (b) shall be equal to 100% of the principal amount of such
Securities then Outstanding plus accrued and unpaid interest, including any
Additional Interest, to the date fixed for redemption.

      Notwithstanding any other provision of this Article 11, installments of
accrued and unpaid interest whose Stated Maturity is on or prior to the
Redemption Date will be payable to the Holders of the series of Securities to be
redeemed, or one or more Predecessor Securities, registered as such at the close
of business on the relevant Regular Record Dates according to their terms and
the provisions of Section 307.

                                       72
<PAGE>

                                 ARTICLE TWELVE

                           Subordination of Securities

SECTION 1201. Securities Subordinate to Senior Debt.

      The Company covenants and agrees, and each Holder of a Security, by its
acceptance thereof, likewise covenants and agrees, that, to the extent and in
the manner hereinafter set forth in this Article, the payment of the principal
of (and premium, if any) and interest (including any Additional Interest) on
each and all of the Securities are hereby expressly made subordinate and subject
in right of payment to the prior payment in full of all amounts then due and
payable in respect of all Senior Debt.

SECTION 1202. Payment Over of Proceeds Upon Dissolution, Etc.

      In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company (each such event, if any, herein
sometimes referred to as a "Proceeding"), then the holders of Senior Debt shall
be entitled to receive payment in full of principal of (and premium, if any) and
interest, if any, on such Senior Debt, or provision shall be made for such
payment in cash or cash equivalents or otherwise in a manner satisfactory to the
holders of Senior Debt, before the Holders of the Securities are entitled to
receive or retain any payment or distribution of any kind or character, whether
in cash, property or securities (including any payment or distribution which may
be payable or deliverable by reason of the payment of any other Debt of the
Company (including any series of the Securities) subordinated to the payment of
the Securities, such payment or distribution being hereinafter referred to as a
"Junior Subordinated Payment"), on account of principal of (or premium, if any)
or interest (including any Additional Interest) on the Securities or on account
of the purchase or other acquisition of Securities by the Company or any
Subsidiary and to that end the holders of Senior Debt shall be entitled to
receive, for application to the payment thereof, any payment or distribution of
any kind of character, whether in cash, property or securities, including any
Junior Subordinated Payment, which may be payable or deliverable in respect of
the Securities in any such Proceeding.

      In the event that, notwithstanding the foregoing provisions of this
Section, the Trustee or the Holder of any Security shall have received any
payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, including any Junior Subordinated
Payment, before all Senior Debt is paid in full or payment thereof is provided
for in cash or cash equivalents or otherwise in a manner satisfactory to the
holders of Senior Debt, and if such fact shall, at or prior to the time of such
payment or distribution, have been made known to the Trustee or, as the case may
be, such Holder, then and in such event such payment or distribution shall be
paid over or


                                       73
<PAGE>

delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee,
custodian, assignee, agent or other Person making payment or distribution of
assets of the Company for application to the payment of all Senior Debt
remaining unpaid, to the extent necessary to pay all Senior Debt in full, after
giving effect to any concurrent payment or distribution to or for the holders of
Senior Debt.

      For purposes of this Article only, the words "any payment or distribution
of any kind or character, whether in cash, property or securities" shall not be
deemed to include shares of stock of the Company as reorganized or readjusted,
or securities of the Company or any other corporation provided for by a plan of
reorganization or readjustment which securities are subordinated in right of
payment to all then outstanding Senior Debt to substantially the same extent as
the Securities are so subordinated as provided in this Article. The
consolidation of the Company with, or the merger of the Company into, another
Person or the liquidation or dissolution of the Company following the sale of
all or substantially all of its properties and assets as an entirety to another
Person or the liquidation or dissolution of the Company following the sale of
all or substantially all of its properties and assets as an entirety to another
Person upon the terms and conditions set forth in Article Eight shall not be
deemed a Proceeding for the purposes of this Section if the Person formed by
such consolidation or into which the Company is merged or the Person which
acquires by sale such properties and assets as an entirety, as the case may be,
shall, as a part of such consolidation, merger, or sale comply with the
conditions set forth in Article Eight.

SECTION 1203. Prior Payment to Senior Debt Upon Acceleration of Securities.

      In the event that any Securities are declared due and payable before their
Stated Maturity, then and in such event the holders of the Senior Debt
outstanding at the time such Securities so become due and payable shall be
entitled to receive payment in full of all amounts due on or in respect of such
Senior Debt (including any amounts due upon acceleration), or provision shall be
made for such payment in cash or cash equivalents or otherwise in a manner
satisfactory to the holders of Senior Debt, before the Holders of the Securities
are entitled to receive any payment or distribution of any kind or character,
whether in cash, properties or securities (including any Junior Subordinated
Payment) by the Company on account of the principal of (or premium, if any) or
interest (including any Additional Interest) on the Securities or on account of
the purchase or other acquisition of Securities by the Company or any
Subsidiary; provided, however, that nothing in this Section shall prevent the
satisfaction of any sinking fund payment in accordance with this Indenture or as
otherwise specified as contemplated by Section 301 for the Securities of any
series by delivering and crediting as contemplated by Section 301 for the
Securities of any series Securities which have been acquired (upon redemption or
otherwise) prior to such declaration of acceleration.

                                       74
<PAGE>

      In the event that, notwithstanding the foregoing, the Company shall make
any payment to the Trustee or the Holder of any Security prohibited by the
foregoing provisions of this Section, and if such fact shall, at or prior to the
time of such payment, have been made known to the Trustee or, as the case may
be, such Holder, then and in such event such payment shall be paid over and
delivered forthwith to the Company.

      The provisions of this Section shall not apply to any payment with respect
to which Section 1202 would be applicable.

SECTION 1204. No Payment When Senior Debt in Default.

      (a) In the event and during the continuation of any default in the payment
of principal of (or premium, if any) or interest on any Senior Debt, or in the
event that any event of default with respect to any Senior Debt shall have
occurred and be continuing and shall have resulted in such Senior Debt becoming
or being declared due and payable prior to the date on which it would otherwise
have become due and payable, unless and until such event of default shall have
been cured or waived or shall have ceased to exist and such acceleration shall
have been rescinded or annulled, or (b) in the event any judicial proceeding
shall be pending with respect to any such default in payment or such event or
default, then no payment or distribution of any kind or character, whether in
cash, properties or securities (including any Junior Subordinated Payment) shall
be made by the Company on account of principal of (or premium, if any) or
interest (including any Additional Interest), if any, on the Securities or on
account of the purchase or other acquisition of Securities by the Company or any
Subsidiary; provided, however, that nothing in this Section shall prevent the
satisfaction of any sinking fund payment in accordance with this Indenture or as
otherwise specified as contemplated by Section 301 for the Securities of any
series by delivering and crediting pursuant to Section 1202 or as otherwise
specified as contemplated by Section 301 for the Securities of any series
Securities which have been acquired (upon redemption or otherwise) prior to such
default in payment or event of default.

      In the event that, notwithstanding the foregoing, the Company shall make
any payment to the Trustee or the Holder of any Security prohibited by the
foregoing provisions of this Section, and if such fact shall, at or prior to the
time of such payment, have been made known to the Trustee or, as the case may
be, such Holder, then and in such event such payment shall be paid over and
delivered forthwith to the Company.

      The provisions of this Section shall not apply to any payment with respect
to which Section 1202 would be applicable.

                                       75
<PAGE>

SECTION 1205. Payment Permitted If No Default.

      Nothing contained in this Article or elsewhere in this Indenture or in any
of the Securities shall prevent (a) the Company, at any time except during the
pendency of any Proceeding referred to in Section 1202 or under the conditions
described in Sections 1203 and 1204, from making payments at any time of
principal of (and premium, if any) or interest on the Securities, or (b) the
application by the Trustee of any money or Government Obligations deposited with
it hereunder to the payment of or on account of the principal of (and premium,
if any) or interest (including any Additional Interest) on the Securities or the
retention of such payment by the Holders, if, at the time of such application by
the Trustee, it did not have knowledge that such payment would have been
prohibited by the provisions of this Article.

SECTION 1206. Subrogation to Rights of Holders of Senior Debt.

      Subject to the payment in full of all Senior Debt, or the provision for
such payment in cash or cash equivalents or otherwise in a manner satisfactory
to the holders of Senior Debt, the Holders of the Securities shall be subrogated
to the extent of the payments or distributions made to the holders of such
Senior Debt pursuant to the provisions of this Article (equally and ratably with
the holders of all indebtedness of the Company which by its express terms is
subordinated to Senior Debt of the Company to substantially the same extent as
the Securities are subordinated to the Senior Debt and is entitled to like
rights of subrogation by reason of any payments or distributions made to holders
of such Senior Debt) to the rights of the holders of such Senior Debt to receive
payments and distributions of cash, property and securities applicable to the
Senior Debt until the principal of (and premium, if any) and interest on the
Securities shall be paid in full. For purposes of such subrogation or
assignment, no payments or distributions to the holders of the Senior Debt of
any cash, property or securities to which the Holders of the Securities or the
Trustee would be entitled except for the provisions of this Article, and no
payments over pursuant to the provisions of this Article to the holders of
Senior Debt by Holders of the Securities or the Trustee, shall, as among the
Company, its creditors other than holders of Senior Debt, and the Holders of the
Securities, be deemed to be a payment or distribution by the Company to or on
account of the Senior Debt.

SECTION 1207. Provisions Solely to Define Relative Rights.

      The provisions of this Article are and are intended solely for the purpose
of defining the relative rights of the Holders of the Securities on the one hand
and the holders of Senior Debt on the other hand. Nothing contained in this
Article or elsewhere in this Indenture or in the Securities is intended to or
shall (a) impair, as between the Company and the Holders of the Securities, the
obligations of the Company, which are absolute and unconditional, to pay to the
Holders of the Securities the principal of (and premium, if any) and interest
(including any Additional Interest) on the Securities as and


                                       76
<PAGE>

when the same shall become due and payable in accordance with their terms; or
(b) affect the relative rights against the Company of the Holders of the
Securities and creditors of the Company other than their rights in relation to
the holders of Senior Debt; or (c) prevent the Trustee or the Holder of any
Security from exercising all remedies otherwise permitted by applicable law upon
default under this Indenture including, without limitation, filing and voting
claims in any Proceeding, subject to the rights, if any, under this Article of
the holders of Senior Debt to receive cash, property and securities otherwise
payable or deliverable to the Trustee or such Holder.

SECTION 1208. Trustee to Effectuate Subordination.

      Each Holder of a Security by his or her acceptance thereof authorizes and
directs the Trustee on his or her behalf to take such action as may be necessary
or appropriate to acknowledge or effectuate the subordination provided in this
Article and appoints the Trustee his or her attorney-in-fact for any and all
such purposes.

SECTION 1209. No Waiver of Subordination Provisions.

      No right of any present or future holder of any Senior Debt to enforce
subordination as herein provided shall at any time in any way be prejudiced or
impaired by any act or failure to act on the part of the Company or by any act
or failure to act, in good faith, by any such holder, or by any noncompliance by
the Company with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof that any such holder may have or be
otherwise charged with.

SECTION 1210. Notice to Trustee.

      The Company shall give prompt written notice to the Trustee of any fact
known to the Company which would prohibit the making of any payment to or by the
Trustee in respect of the Securities. Notwithstanding the provisions of this
Article or any other provision of this Indenture, the Trustee shall not be
charged with knowledge of the existence of any facts which would prohibit the
making of any payment to or by the Trustee in respect of the Securities, unless
and until the Trustee shall have received written notice thereof from the
Company or a holder of Senior Debt or from any trustee, agent or representative
therefor (whether or not the facts contained in such notice are true); provided,
however, that if the Trustee shall not have received the notice provided for in
this Section at least two Business Days prior to the date upon which by the
terms hereof any monies may become payable for any purpose (including, without
limitation, the payment of the principal of (and premium, if any) or interest
(including any Additional Interest) on any Security), then, anything herein
contained to the contrary notwithstanding, the Trustee shall have full power and
authority to receive such monies and to apply the same to the purpose for which
they were received and shall not be


                                       77
<PAGE>

affected by any notice to the contrary which may be received by it within two
Business Days prior to such date.

SECTION 1211. Reliance on Judicial Order or Certificate of Liquidating Agent.

      Upon any payment or distribution of assets of the Company referred to in
this Article, the Trustee, subject to the provisions of Article Six, and the
Holders of the Securities shall be entitled to rely upon any order or decree
entered by any court of competent jurisdiction in which such Proceeding is
pending, or a certificate of the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee for the benefit of creditors, agent or other Person
making such payment or distribution, delivered to the Trustee or to the Holders
of Securities, for the purpose of ascertaining the Persons entitled to
participate in such payment or distribution, the holders of the Senior Debt and
other indebtedness of the Company, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article.

SECTION 1212. Trustee Not Fiduciary for Holders of Senior Debt.

      The Trustee, in its capacity as trustee under this Indenture, shall not be
deemed to owe any fiduciary duty to the holders of Senior Debt and shall not be
liable to any such holders if it shall in good faith mistakenly pay over or
distribute to Holders of Securities or to the Company or to any other Person
cash, property or securities to which any holders of Senior Debt shall be
entitled by virtue of this Article or otherwise.

SECTION 1213. Rights of Trustee as Holder of Senior Debt; Preservation of
Trustee's Rights.

      The Trustee in its individual capacity shall be entitled to all the rights
set forth in this Article with respect to any Senior Debt which may at any time
be held by it, to the same extent as any other holder of Senior Debt, and
nothing in this Indenture shall deprive the Trustee of any of its rights as such
holder.

SECTION 1214. Article Applicable to Paying Agents.

      In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then acting hereunder, the term "Trustee"
as used in this Article shall in such case (unless the context otherwise
requires) be construed as extending to and including such Paying Agent within
its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article in addition to or in place of the Trustee.

                                       78
<PAGE>

SECTION 1215. Certain Conversions or Exchanges Deemed Payment.

      For the purposes of this Article only, (a) the issuance and delivery of
junior securities upon conversion or exchange of Securities shall not be deemed
to constitute a payment or distribution on account of the principal of (or
premium, if any) or interest (including any Additional Interest) on Securities
or on account of the purchase or other acquisition of Securities, and (b) the
payment, issuance or delivery of cash, property or securities (other than junior
securities) upon conversion or exchange of a Security shall be deemed to
constitute payment on account of the principal of such security. For the
purposes of this Section, the term "junior securities" means (i) shares of any
stock of any class of the Company and (ii) securities of the Company which are
subordinated in right of payment to all Senior Debt which may be outstanding at
the time of issuance or delivery of such securities to substantially the same
extent as, or to a greater extent than, the Securities are so subordinated as
provided in this Article.

                                     * * * *

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



                                       79
<PAGE>



      IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.

                                    PRINCIPAL FINANCIAL GROUP, INC.


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

Attest:


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



                                    WILMINGTON TRUST COMPANY, as Property
                                    Trustee

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




                                       80
<PAGE>





                                                                         ANNEX A

                                 TRUST AGREEMENT

      This TRUST AGREEMENT, dated as of ______, 200_, between Principal
Financial Group, Inc., a Delaware corporation, as "Depositor" and
_________________, a _______________ as "Trustee". The Depositor and the Trustee
hereby agree as follows:

         1. The trust created hereby shall be known as _____________, in which
name the Trustee, or the Depositor to the extent provided herein, may conduct
the business of the Trust, make and execute contracts, and sue and be sued.

         2. The Depositor hereby assigns, transfers, conveys and sets over to
the Trustee the sum of $10. The Trustee hereby acknowledges receipt of such
amount in trust from the Depositor, which amount shall constitute the initial
trust estate. The Trustee hereby declares that it will hold the trust estate in
trust for the Depositor. It is the intention of the parties hereto that the
Trust created hereby constitute a statutory trust under Chapter 38 of Title 12
of the Delaware Code, 12 Del. C. Section 3801 et seq. (the "Statutory Trust
Act"), and that this document constitutes the governing instrument of the Trust.
The Trustee is hereby authorized and directed to execute and file a certificate
of trust with the Delaware Secretary of State in accordance with the provisions
of the Statutory Trust Act.

         3. The Depositor and the Trustee will enter into an amended and
restated Trust Agreement, satisfactory to each such party and substantially in
the form included as an exhibit to the 1933 Act Registration Statement (as
defined below), to provide for the contemplated operation of the Trust created
hereby and the issuance of the Preferred Securities and Common Securities
referred to therein. Prior to the execution and delivery of such amended and
restated Trust Agreement, the Trustee shall not have any duty or obligation
hereunder or with respect to the trust estate, and the Depositor shall take or
cause to be taken any action as may be required to obtain any licenses, consents
or approvals required by applicable law or otherwise. Notwithstanding the
foregoing, the Trustee may take all actions requested by the Depositor which the
Depositor deems necessary, convenient or incidental to effect the transactions
contemplated herein. Except as otherwise expressly required by Section 2 herein,
the Trustee shall not have any duty or obligation under or in connection with
this Trust Agreement or any document contemplated hereby, including, without
limitation, with respect to the administration of the Trust, and no implied
duties or obligations shall be inferred from or read into this Trust Agreement
against or with respect to the Trustee. The Trustee has no duty or obligation to
supervise or monitor the performance of, or compliance with this Trust
Agreement, by the Depositor or any other beneficiaries, any agents or
attorneys-in-fact of the Depositor, or any other trustee of the Trust. The
Trustee shall not be liable for the acts or omissions of the Depositor or any
other beneficiaries, any agents or attorneys-in-fact of the Depositor, or any
other trustee of the Trust nor shall



<PAGE>

the Trustee be liable for any act or omission by it in good faith in accordance
with the directions of the Depositor. The right of the Trustee to perform any
discretionary act enumerated herein shall not be construed as a duty.

         4. The Depositor is hereby authorized, (i) to file with the Securities
and Exchange Commission (the "Commission") and execute, in each case on behalf
of the Trust, (a) the Registration Statement on Form S-3 (the "1933 Act
Registration Statement"), including any pre-effective or post-effective
amendments to such 1933 Act Registration Statement (including the prospectus and
the exhibits contained therein), relating to the registration under the
Securities Act of 1933, as amended, of the Preferred Securities of the Trust and
certain other securities and (b) a Registration Statement on Form 8-A (the "1934
Act Registration Statement") (including all pre-effective and post-effective
amendments thereto) relating to the registration of the Preferred Securities of
the Trust under Section 12(b) of the Securities Exchange Act of 1934, as
amended; (ii) to file with the New York Stock Exchange (the "Exchange") and
execute on behalf of the Trust a listing application and all other applications,
statements, certificates, agreements and other instruments as shall be necessary
or desirable to cause the Preferred Securities to be listed on the Exchange;
(iii) to file and execute on behalf of the Trust such applications, reports,
surety bonds, irrevocable consents, appointments of attorney for service of
process and other papers and documents as shall be necessary or desirable to
register the Preferred Securities under the securities or "Blue Sky" laws, and
to obtain any permits under the insurance laws of such jurisdictions as the
Depositor, on behalf of the Trust, may deem necessary or desirable and (iv) to
execute on behalf of the Trust one or more Underwriting Agreements with one or
more underwriters relating to the offering of the Preferred Securities. In the
event that any filing referred to in clauses (i), (ii) and (iii) above is
required by the rules and regulations of the Commission, the Exchange or state
securities or blue sky laws, to be executed on behalf of the Trust by a Trustee,
the Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby
authorized to join in any such filing and to execute on behalf of the Trust any
and all of the foregoing. In connection with all of the foregoing, the Depositor
hereby constitutes and appoints _________, _________ and _____________, and each
of them, as its true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for the Depositor or in the Depositor's name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to the 1933 Act Registration Statement and
the 1934 Act Registration Statement and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Commission,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as the Depositor
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their respective substitute or
substitutes, shall do or cause to be done by virtue hereof.


<PAGE>

         5. The Trustee is authorized to take such action or refrain from taking
such action under this Trust Agreement as it may be directed in writing by the
Depositor from time to time; provided, however, that the Trustee shall not be
required to take or refrain from taking any such action if it shall have
determined, or shall have been advised by counsel, that such performance is
likely to involve the Trustee in personal liability or is contrary to the terms
of this Trust Agreement or of any document contemplated hereby to which the
Trust or the Trustee is a party or is otherwise contrary to law. If at any time
the Trustee determines that it requires or desires guidance regarding the
application of any provision of this Trust Agreement or any other document, or
regarding compliance with any direction it received hereunder, then the Trustee
may deliver a notice to the Depositor requesting written instructions as to the
course of action desired by the Depositor, and such instructions by or on behalf
of the Depositor shall constitute full and complete authorization and protection
for actions taken and other performance by the Trustee in reliance thereon.
Until the Trustee has received such instructions after delivering such notice,
it may refrain from taking any action with respect to the matters described in
such notice.

         6. The Depositor hereby agrees to (i) reimburse the Trustee for all
reasonable expenses (including reasonable fees and expenses of counsel and other
experts), (ii) indemnify, defend and hold harmless the Trustee and the officers,
directors, employees and agents of the Trustee (collectively, including the
Trustee in its individual capacity, the "Indemnified Persons") from and against
any and all losses, damages, liabilities, claims, actions, suits, costs,
expenses, disbursements (including the reasonable fees and expenses of counsel),
taxes and penalties of any kind and nature whatsoever (collectively,
"Expenses"), to the extent that such Expenses arise out of or are imposed upon
or asserted at any time against such Indemnified Persons with respect to the
performance of this Trust Agreement, the creation, operation, administration or
termination of the Trust, or the transactions contemplated hereby; provided,
however, that the Depositor shall not be required to indemnify an Indemnified
Person for Expenses to the extent such Expenses result from the willful
misconduct, bad faith or gross negligence of such Indemnified Person, and (iii)
advance to each such Indemnified Person Expenses (including reasonable fees and
expenses of counsel) incurred by such Indemnified Person, in defending any
claim, demand, action, suit or proceeding prior to the final disposition of such
claim, demand, action, suit or proceeding upon receipt by the Depositor of an
undertaking, by or on behalf of such Indemnified Person, to repay such amount if
it shall be determined that such Indemnified Person is not entitled to be
indemnified therefor under this Section 6. The obligations of the Depositor
under this Section 6 shall survive the resignation or removal of any Trustee,
shall survive the termination of this Trust Agreement, except by amendment and
restatement of this Trust Agreement, and shall survive the transfer by the
Depositor of any or all of its interest in the Trust.
<PAGE>

         7. This Trust Agreement may be executed in one or more counterparts.

         8. The number of Trustees initially shall be one (1) and thereafter the
number of Trustees shall be such number as shall be fixed from time to time by a
written instrument signed by the Depositor which may increase or decrease the
number of Trustees; provided, however, that to the extent required by the
Statutory Trust Act, one Trustee shall either be 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 and otherwise meets
the requirements of applicable Delaware law. Subject to the foregoing, the
Depositor is entitled to appoint or remove without cause any Trustee at any
time. The Trustee may resign upon thirty days' prior notice to the Depositor.

         9. This Trust Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to conflict
of laws of principles).


<PAGE>


      IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to
be duly executed as of the day and year first above written.

                                    PRINCIPAL FINANCIAL GROUP, INC., as
                                    Depositor

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


                                    [                              ],
                                    as Trustee

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


<PAGE>
                                                                         ANNEX B





                              AMENDED AND RESTATED


                                 TRUST AGREEMENT


                                      Among


                 PRINCIPAL FINANCIAL GROUP, INC., as Depositor,


                         __________, as Property Trustee
                              and Delaware Trustee,



                                       And


                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN


                              Dated as of --, 200--



                                [              ]


<PAGE>



                                [              ]

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

           Trust Indenture                           Trust Agreement
             Act Section                                Section

(S) 310    (a)(1).......................................... 8.7
           (a)(2).......................................... 8.7
           (a)(3).......................................... 8.9
           (a)(4).......................................... 2.7(a)(ii)
           (b)............................................. 8.8
(S) 311    (a)............................................. 8.13
           (b)............................................. 8.13
(S) 312    (a)............................................. 5.7
           (b)............................................. 5.7
           (c)............................................. 5.7
(S) 313    (a)............................................. 8.14(a)
           (a)(4).......................................... 8.14(b)
           (b)............................................. 8.14(b)
           (c)............................................. 10.8
           (d)............................................. 8.14(c)
(S) 314    (a)............................................. 8.15
           (b)............................................. Not Applicable
           (c)(1).......................................... 8.16
           (c)(2).......................................... 8.16
           (c)(3).......................................... Not Applicable
           (d)............................................. Not Applicable
           (e)............................................. 1.1, 8.16
(S) 315    (a)............................................. 8.1(a), 8.3(a)
           (b)............................................. 8.2, 10.8
           (c)............................................. 8.1(a)
           (d)............................................. 8.1, 8.3
           (e)............................................. Not Applicable
(S) 316    (a)............................................. Not Applicable
           (a)(1)(A)....................................... Not Applicable
           (a)(1)(B)....................................... Not Applicable
           (a)(2).......................................... Not Applicable
           (b)............................................. Not Applicable
           (c)............................................. 6.7
(S) 317    (a)(1).......................................... Not Applicable


                                        i
<PAGE>

           (a)(2).......................................... Not Applicable
           (b)............................................. 5.9
(S) 318    (a)............................................. 10.10

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








                                       ii
<PAGE>




                                Table of Contents

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>            <C>                                                          <C>

                                    ARTICLE I

                                  Defined Terms

Section 1.1    Definitions.................................................   2

                                   ARTICLE II

                           Establishment of the Trust

Section 2.1    Name........................................................  11
Section 2.2    Office of the Delaware Trustee; Principal Place of
               Business....................................................  11
Section 2.3    Initial Contribution of Trust Property; Organizational
               Expenses....................................................  11
Section 2.4    Issuance of the Preferred Securities........................  12
Section 2.5    Subscription and Purchase of Debentures; Issuance of the
               Common Securities...........................................  12
Section 2.6    Declaration of Trust........................................  12
Section 2.7    Authorization to Enter into Certain Transactions............  13
Section 2.8    Assets of Trust.............................................  17
Section 2.9    Title to Trust Property.....................................  17

                                   ARTICLE III

                                 Payment Account

Section 3.1    Payment Account.............................................  17

                                   ARTICLE IV

                            Distributions; Redemption

Section 4.1    Distributions...............................................  18
Section 4.2    Redemption..................................................  19
Section 4.3    Subordination of Common Securities..........................  21
Section 4.4    Payment Procedures..........................................  21
Section 4.5    Tax Returns and Reports.....................................  22
Section 4.6    Payment of Taxes, Duties, Etc. of the Trust.................  22
Section 4.7    Payments under Indenture....................................  22
</TABLE>



                                       iii
<PAGE>

                                Table of Contents
                                   (continued)

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>            <C>                                                          <C>

                                    ARTICLE V

                          Trust Securities Certificates

Section 5.1    Initial Ownership...........................................  22
Section 5.2    The Trust Securities Certificates...........................  23
Section 5.3    Delivery of Trust Securities Certificates...................  23
Section 5.4    Registration of Transfer and Exchange of Preferred
               Securities Certificates.....................................  23
Section 5.5    Mutilated, Destroyed, Lost or Stolen Trust Securities
               Certificates................................................  24
Section 5.6    Persons Deemed Securityholders..............................  25
Section 5.7    Access to List of Securityholders' Names and Addresses......  25
Section 5.8    Maintenance of Office or Agency.............................  25
Section 5.9    Appointment of Paying Agent.................................  26
Section 5.10   Ownership of Common Securities by Depositor.................  26
Section 5.11   Book-Entry Preferred Securities Certificates; Common
               Securities Certificate......................................  27
Section 5.12   Notices to Clearing Agency..................................  28
Section 5.13   Definitive Preferred Securities Certificates................  28
Section 5.14   Rights of Securityholders...................................  29

                                   ARTICLE VI

                    Acts of Securityholders; Meetings; Voting

Section 6.1    Limitations on Voting Rights................................  29
Section 6.2    Notice of Meetings..........................................  30
Section 6.3    Meetings of Preferred Securityholders.......................  30
Section 6.4    Voting Rights...............................................  31
Section 6.5    Proxies, etc................................................  31
Section 6.6    Securityholder Action by Written Consent....................  31
Section 6.7    Record Date for Voting and Other Purposes...................  32
Section 6.8    Acts of Securityholders.....................................  32
Section 6.9    Inspection of Records.......................................  33

                                   ARTICLE VII

                         Representations and Warranties

Section 7.1    Representations and Warranties of the Bank, the Property
               Trustee and the Delaware Trustee............................  33
</TABLE>



                                       iv
<PAGE>

                                Table of Contents
                                   (continued)

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>            <C>                                                          <C>

Section 7.2    Representations and Warranties of Depositor.................  36

                                  ARTICLE VIII

                                  The Trustees

Section 8.1    Certain Duties and Responsibilities.........................  36
Section 8.2    Notice of Defaults..........................................  38
Section 8.3    Certain Rights of Property Trustee..........................  38
Section 8.4    Not Responsible for Recitals or Issuance of Securities......  41
Section 8.5    May Hold Securities.........................................  41
Section 8.6    Compensation; Indemnity; Fees...............................  41
Section 8.7    Corporate Property Trustee Required; Eligibility of Trustees  42
Section 8.8    Conflicting Interests.......................................  42
Section 8.9    Co-Trustees and Separate Trustee............................  43
Section 8.10   Resignation and Removal; Appointment of Successor...........  44
Section 8.11   Acceptance of Appointment by Successor......................  46
Section 8.12   Merger, Conversion, Consolidation or Succession to Business.  47
Section 8.13   Preferential Collection of Claims Against Depositor or Trust  47
Section 8.14   Reports by Property Trustee.................................  47
Section 8.15   Reports to the Property Trustee.............................  48
Section 8.16   Evidence of Compliance with Conditions Precedent............  48
Section 8.17   Number of Trustees..........................................  48
Section 8.18   Delegation of Power.........................................  49

                                   ARTICLE IX

                       Dissolution, Liquidation and Merger

Section 9.1    Dissolution Upon Expiration Date............................  49
Section 9.2    Early Dissolution...........................................  49
Section 9.3    Termination.................................................  50
Section 9.4    Liquidation.................................................  50
Section 9.5    Mergers, Consolidations, Amalgamations or Replacements of
               the Trust...................................................  52

                                    ARTICLE X

                            Miscellaneous Provisions

Section 10.1   Limitation of Rights of Securityholders.....................  53
Section 10.2   Amendment...................................................  53
Section 10.3   Separability................................................  54
</TABLE>



                                       v
<PAGE>

                                Table of Contents
                                   (continued)

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>            <C>                                                          <C>

Section 10.4   Governing Law...............................................  54
Section 10.5   Payments Due on Non-Business Day............................  55
Section 10.6   Successors..................................................  55
Section 10.7   Headings....................................................  55
Section 10.8   Reports, Notices and Demands................................  55
Section 10.9   Agreement Not to Petition...................................  56
Section 10.10  Trust Indenture Act; Conflict with Trust Indenture Act......  56
Section 10.11  Acceptance of Terms of Trust Agreement, Guarantee and
               Indenture...................................................  57

Exhibit A.       Certificate of Trust
Exhibit B.       Form of Certificate Depository Agreement
Exhibit C.       Form of Common Securities Certificate
Exhibit D.       Form of Expense Agreement
Exhibit E.       Form of Preferred Securities
</TABLE>






                                       vi
<PAGE>



      AMENDED AND RESTATED TRUST AGREEMENT, dated as of ___________, 200--,
among (i) Principal Financial Group, Inc., a Delaware corporation (including any
successors or assigns, the "Depositor"), (ii) _______________________, a
_____________ duly organized and existing under the laws of the State of
Delaware, as property trustee and Delaware trustee (in each such capacity, the
"Property Trustee" and "Delaware Trustee," respectively, and, in its separate
corporate capacity and not in its capacity as Property Trustee or Delaware
Trustee, the "Bank"), (iii) --, an individual, and --, an individual, each of
whose address is c/o Principal Financial Group, Inc., 711 High Street, Des
Moines, Iowa 50392 (each an "Administrative Trustee" and collectively the
"Administrative Trustees") (the Property Trustee, the Delaware Trustee and the
Administrative Trustees referred to collectively as the "Trustees") and (iv) the
several Holders, as hereinafter defined.

                              W I T N E S S E T H:

      WHEREAS, the Depositor and the Delaware Trustee have heretofore duly
declared and established a statutory trust pursuant to the Delaware Statutory
Trust Act by the entering into of that certain Trust Agreement, dated as of
_________, 200-- (the "Original Trust Agreement"), and by the execution and
filing by the Delaware Trustee with the Secretary of State of the State of
Delaware of the Certificate of Trust, filed on _______, 200--, attached as
Exhibit A; and

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

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

<PAGE>

                                    ARTICLE I

                                  DEFINED TERMS

      Section 1.1. Definitions.

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

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

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

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

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

      "Act" has the meaning specified in Section 6.8.

      "Additional Amount" means, with respect to Trust Securities of a given
Liquidation Amount and/or a given period, the amount of Additional Interest (as
defined in the Indenture) paid by the Depositor on a Like Amount of Debentures
for such period.

      "Administrative Trustee" means each of -- and --, solely in his capacity
as Administrative Trustee of the Trust not in his individual capacity, or such
Administrative Trustee's successor in interest in such capacity, or any
successor trustee appointed as herein provided.

      "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

      "Bank" has the meaning specified in the preamble to this Trust Agreement.



                                       2
<PAGE>

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

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

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

      "Bankruptcy Laws" has the meaning specified in Section 10.9.

      "Board Resolution" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Depositor to have been duly adopted by the
Depositor's Board of Directors, or such committee of the Board of Directors or
officers of the Depositor to which authority to act on behalf of the Board of
Directors has been delegated, and to be in full force and effect on the date of
such certification, and delivered to the Trustee.

      "Book Entry Preferred Securities Certificates" means a beneficial interest
in the Preferred Securities Certificates, ownership and transfers of which shall
be made through book entries by a Clearing Agency as described in Section 5.11.

      "Business Day" means a day other than (a) a Saturday or Sunday, (b) a day
on which banking institutions in The City of New York are authorized or required
by law or executive order to remain closed, or (c) a day on which the Property
Trustee's Corporate Trust Office or the Corporate Trust Office of the Debenture
Trustee is closed for business.



                                       3
<PAGE>

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

      "Clearing Agency" means an organization registered as a "clearing agency"
pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. The
Depository Trust Company will be the initial Clearing Agency.

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

      "Closing Date" means the First Time of Delivery as defined in the
Underwriting Agreement, which date is also the date of execution and delivery of
this Trust Agreement.

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

      "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, as amended,
or, if at any time after the execution of this instrument such Commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.

      "Common Security" means an undivided beneficial interest in the assets of
the Trust, having a Liquidation Amount of $25 and having the rights provided
therefor in this Trust Agreement, including the right to receive Distributions
and a Liquidation Distribution as provided herein.

      "Common Securities Certificate" means a certificate evidencing ownership
of Common Securities, substantially in the form attached as Exhibit C.

      "Corporate Trust Office" means (i) in the case of the Property Trustee,
the principal office of the Property Trustee, which as of the Closing Date is
located in _____________, Delaware; and (ii) in the case of the Debenture
Trustee, the principal office of the Debenture Trustee, which as of the Closing
Date is located in _____________, Delaware.

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

      "Debenture Redemption Date" means, with respect to any Debentures to be
redeemed under the Indenture, the date fixed for redemption under the Indenture.



                                       4
<PAGE>

      "Debentures" means the $-- aggregate principal amount of the Depositor's
--% Junior Subordinated Deferrable Interest Debentures, Series --, issued
pursuant to the Indenture.

      "Debenture Trustee" means __________, a ______________ organized under the
laws of the State of Delaware and any successor thereto, not in its individual
capacity but solely in its capacity as trustee.

      "Definitive Preferred Securities Certificates" means either or both (as
the context requires) of (a) Preferred Securities Certificates issued in
certificated, fully registered form as provided in Section 5.11(a) and (b)
Preferred Securities Certificates issued in certificated, fully registered form
as provided in Section 5.13.

      "Delaware Statutory Trust Act" means Chapter 38 of Title 12 of the
Delaware Code, 12 Del. C. (S) 3801, et seq., as it may be amended from time to
time.

      "Delaware Trustee" means the commercial bank or trust company identified
as the "Delaware Trustee" in the preamble to this Trust Agreement solely in its
capacity as Delaware Trustee of the Trust and not in its individual capacity, or
its successor in interest in such capacity, or any successor trustee appointed
as herein provided.

      "Depositor" has the meaning specified in the preamble to this Trust
Agreement.

      "Distribution Date" has the meaning specified in Section 4.1(a).

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

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

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

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

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

            (d) default in the performance, or breach, in any material respect,
      of any covenant or warranty of the Trustees in this Trust Agreement (other
      than a



                                       5
<PAGE>

      covenant or warranty a default in whose performance or breach is dealt
      with in clause (b) or (c), above) and continuation of such default or
      breach for a period of 60 days after there has been given, by registered
      or certified mail, to the defaulting Trustee or Trustees by the Holders of
      at least 10% in Liquidation Amount of the Outstanding Preferred Securities
      a written notice specifying such default or breach and requiring it to be
      remedied and stating that such notice is a "Notice of Default" hereunder;
      or

            (e) the occurrence of a Bankruptcy Event with respect to the
      Property Trustee and the failure by the Depositor to appoint a successor
      Property Trustee within 60 days thereof.

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

      "Expenses" has the meaning specified in Section 8.6(c).

      "Expiration Date" has the meaning specified in Section 9.1.

      "Grantor Trust Event" has the meaning specified in Section 9.2(b).

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

      "Indenture" means the Junior Subordinated Indenture, dated as of --,
200--, as supplemented by a Supplemental Indenture No. --, dated as of --, --,
between the Depositor and the Debenture Trustee, as trustee, as amended or
supplemented from time to time.

      "Independent Legal Counsel" has the meaning specified in Section 6.8.

      "Investment Company Event" means the occurrence of a change in law or
regulation or a change in interpretation or application of law or regulation by
any legislative body, court, governmental agency or regulatory authority (a
"Change in 1940 Act Law") to the effect that the Trust is or will be considered
an "investment company" that is required to be registered under the 1940 Act,
which Change in 1940 Act Law becomes effective on or after the date of original
issuance of the Preferred Securities under this Trust Agreement.

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



                                       6
<PAGE>

priority or other security agreement or preferential arrangement of any kind or
nature whatsoever.

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

      "Liquidation Amount" means the stated amount of $25 per Trust Security.

      "Liquidation Date" means each Date on which Debentures are to be
distributed to Holders of Trust Securities in connection with a termination and
liquidation of the Trust pursuant to Section 9.4(a).

      "Liquidation Distribution" has the meaning specified in Section 9.4(d).

      "1940 Act" means the Investment Company Act of 1940, as amended.

      "Officers' Certificate" means a certificate signed by the Chairman,
President, Chief Executive Officer or a Vice President, and by the Treasurer, an
Associate Treasurer, an Assistant Treasurer, the Controller, the Secretary or an
Assistant Secretary, of the Depositor, and delivered to the appropriate Trustee.
One of the officers signing an Officers' Certificate given pursuant to Section
8.6 shall be the principal executive, financial or accounting officer of the
Depositor. Any Officers' Certificate delivered with respect to compliance with a
condition or covenant provided for in this Trust Agreement shall include:

            (a) a statement that each officer signing the Officers' 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 Officers'
      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.



                                       7
<PAGE>

      "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Trust, the Property Trustee or the Depositor, but not an
employee of any thereof, and who shall be acceptable to the Property Trustee.

      "Original Trust Agreement" has the meaning specified in the recitals to
this Trust Agreement.

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

            (a) Preferred Securities theretofore cancelled by the Administrative
      Trustees or delivered to the Administrative Trustees for cancellation;

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

            (c) Preferred Securities which have been paid or in exchange for or
      in lieu of which other Preferred Securities have been executed and
      delivered pursuant to Section 5.5;

provided, however, that in determining whether the Holders of the requisite
Liquidation Amount of the Outstanding Preferred Securities have given any
request, demand, authorization, direction, notice, consent or waiver hereunder,
Preferred Securities owned by the Depositor, any Trustee or any Affiliate of the
Depositor or any Trustee shall be disregarded and deemed not to be Outstanding,
except that (a) in determining whether any Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Preferred Securities that such Trustee knows to be so owned shall
be so disregarded and (b) the foregoing shall not apply at any time when all of
the outstanding Preferred Securities are owned by the Depositor, one or more of
the Trustees and/or any such Affiliate. Preferred Securities so owned which have
been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Administrative Trustees the pledgee's
right so to act with respect to such Preferred Securities and that the pledgee
is not the Depositor or any Affiliate of the Depositor.

      "Owner" means each Person who is the beneficial owner of a Book Entry
Preferred Securities Certificate as reflected in the records of the Clearing
Agency or, if a Clearing Agency Participant is not the Owner, then as reflected
in the records of a Person


                                       8
<PAGE>

maintaining an account with such Clearing Agency (directly or indirectly, in
accordance with the rules of such Clearing Agency).

      "Paying Agent" means any paying agent or co-paying agent appointed
pursuant to Section 5.9 and shall initially be the Property Trustee.

      "Payment Account" means a segregated non-interest-bearing corporate trust
account maintained by the Property Trustee with the Bank in its trust department
for the benefit of the Securityholders in which all amounts paid in respect of
the Debentures will be held and from which the Property Trustee shall make
payments to the Securityholders in accordance with Section 4.1.

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

      "Preferred Security" means an undivided beneficial interest in the assets
of the Trust, having a Liquidation Amount of $25 and having the rights provided
therefor in this Trust Agreement, including the right to receive Distributions
and a Liquidation Distribution as provided herein.

      "Preferred Securities Certificate" means a certificate evidencing
ownership of Preferred Securities, substantially in the form attached as Exhibit
E.

      "Property Trustee" means the commercial bank or trust company identified
as the "Property Trustee" in the preamble to this Trust Agreement solely in its
capacity as Property Trustee of the Trust and not in its individual capacity, or
its successor in interest in such capacity, or any successor property trustee
appointed as herein provided.

      "Redemption Date" means, with respect to any Trust Security to be
redeemed, the date fixed for such redemption by or pursuant to this Trust
Agreement; provided that each Debenture Redemption Date and the stated maturity
of the Debentures shall be a Redemption Date for a Like Amount of Trust
Securities.

      "Redemption Price" means, with respect to any Trust Security, the
Liquidation Amount of such Trust Security, plus accumulated and unpaid
Distributions to the date of redemption, plus the related amount of the premium,
if any, paid by the Depositor upon the concurrent redemption of a Like Amount of
Debentures, allocated on a pro rata basis (based on Liquidation Amounts) among
the Trust Securities.

      "Relevant Trustee" shall have the meaning specified in Section 8.10.

      "Responsible Officer" means, with respect to the Property Trustee or
Delaware Trustee, any officer within the Corporate Trust Office of the Property
Trustee or


                                       9
<PAGE>

Delaware Trustee with direct responsibility for the administration of this Trust
Agreement, including any vice-president, any assistant vice president, any
assistant secretary, the treasurer, any assistant treasurer, any trust officer
or other officer of the Corporate Trust Office of the Property Trustee or
Delaware Trustee customarily performing functions similar to those performed by
any of the above designated officers and also means, with respect to a
particular corporate trust matter, any other officer to whom such matter is
referred because of that officer's knowledge of and familiarity with the
particular subject.

      "Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 5.4.

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

      "Special Event" has the meaning specified in Section 9.2(b).

      "Tax Event" means the receipt by the Trust of an Opinion of Counsel
experienced in such matters to the effect that, as a result of any amendment to,
or change (including any announced prospective change) in, the laws (or any
regulations thereunder) of the United States or any political subdivision or
taxing authority thereof or therein affecting taxation, 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
such pronouncement or decision is announced on or after the date of issuance of
the Preferred Securities under this Trust Agreement, there is more than an
insubstantial risk that (i) the Trust is, or will be within 90 days after the
date thereof, subject to United States Federal income tax with respect to income
received or accrued on the Debentures, (ii) interest payable by the Depositor on
the Debentures is not, or within 90 days after the date thereof, will not be,
deductible, in whole or in part, for United States Federal income tax purposes
or (iii) the Trust is, or will be within 90 days after the date thereof, subject
to more than a de minimis amount of other taxes, duties, assessments or other
governmental charges.

      "Trust" means the Delaware statutory trust created and continued hereby
and identified on the cover page to this Trust Agreement.

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



                                       10
<PAGE>

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

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

      "Trust Security" means any one of the Common Securities or the Preferred
Securities.

      "Trust Securities Certificate" means any one of the Common Securities
Certificates or the Preferred Securities Certificates.

      "Underwriting Agreement" means the Underwriting Agreement, dated as of --,
--, among the Trust, the Depositor and the Underwriters named therein.

                                   ARTICLE II
                           ESTABLISHMENT OF THE TRUST

      Section 2.1. Name.

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

      Section 2.2. Office of the Delaware Trustee; Principal Place of Business.

      The address of the Delaware Trustee in the State of Delaware is c/o
__________________, _______________, ___________, Delaware ________, Attention:
_______________, or such other address in the State of Delaware as the Delaware
Trustee may designate by written notice to the Securityholders and the
Depositor. The principal executive office of the Trust is c/o Principal
Financial Group, Inc., 711 High Street, Des Moines, Iowa 50392.

      Section 2.3. Initial Contribution of Trust Property; Organizational
Expenses.

      The Property Trustee acknowledges receipt in trust from the Depositor in
connection with the Original Trust Agreement of the sum of $10, which
constituted the


                                       11
<PAGE>

initial Trust Property. The Depositor shall pay organizational expenses of the
Trust as they arise or shall, upon request of any Trustee, promptly reimburse
such Trustee for any such expenses paid by such Trustee. The Depositor shall
make no claim upon the Trust Property for the payment of such expenses.

      Section 2.4. Issuance of the Preferred Securities.

      On behalf of the Trust and pursuant to the Original Trust Agreement,
executed and delivered the Underwriting Agreement. Contemporaneously with the
execution and delivery of this Trust Agreement, an Administrative Trustee, on
behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to
the Underwriters named therein Preferred Securities Certificates, registered in
the name of the nominee of the initial Clearing Agency, in an aggregate amount
of -- Preferred Securities having an aggregate Liquidation Amount of $--,
against receipt of the aggregate purchase price of such Preferred Securities of
$--, which amount the Administrative Trustees shall promptly deliver to the
Property Trustee.

      Section 2.5. Subscription and Purchase of Debentures; Issuance of the
                   Common Securities.


      Contemporaneously with the execution and delivery of this Trust Agreement,
the Administrative Trustees, on behalf of the Trust, shall subscribe to and
purchase from the Depositor Debentures, registered in the name of the Trust and
having an aggregate principal amount equal to $--, and, in satisfaction of the
purchase price for such Debentures, the Property Trustee, on behalf of the
Trust, shall deliver to the Depositor the sum of $--. Contemporaneously
therewith, an Administrative Trustee, on behalf of the Trust, shall execute in
accordance with Section 5.2 and deliver to the Depositor Common Securities
Certificates, registered in the name of the Depositor, in an aggregate amount of
-- Common Securities having an aggregate Liquidation Amount of $-- against
payment by the Depositor of the sum of $--.

      Section 2.6. Declaration of Trust.

      The exclusive purposes and functions of the Trust are (a) to issue and
sell Trust Securities and use the proceeds from such sale to acquire the
Debentures, and (b) to engage in those activities necessary, convenient or
incidental thereto. The Depositor hereby appoints the Trustees as trustees of
the Trust, to have all the rights, powers and duties to the extent set forth
herein, and the Trustees hereby accept such appointment. The Property Trustee
hereby declares that it will hold the Trust Property in trust upon and subject
to the conditions set forth herein for the benefit of the Securityholders. The
Administrative Trustees shall have all rights, powers and duties set forth
herein and in accordance with applicable law with respect to accomplishing the
purposes of the Trust. The Delaware Trustee shall not be entitled to exercise
any powers, nor shall the Delaware


                                       12
<PAGE>

Trustee have any of the duties and responsibilities, of the Property Trustee or
the Administrative Trustees set forth herein. The Delaware Trustee shall be one
of the Trustees of the Trust for the sole and limited purpose of fulfilling the
requirements of Section 3807 of the Delaware Statutory Trust Act.

      Section 2.7. Authorization to Enter into Certain Transactions.

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

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

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

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

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

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

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



                                       13
<PAGE>

                        (F) the appointment of a Paying Agent, authenticating
                  agent and Securities Registrar in accordance with this Trust
                  Agreement;

                        (G) registering transfer of the Trust Securities in
                  accordance with this Trust Agreement;

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

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

                        (J) the taking of any action incidental to the foregoing
                  as the Trustees may from time to time determine is necessary
                  or advisable to give effect to the terms of this Trust
                  Agreement for the benefit of the Securityholders (without
                  consideration of the effect of any such action on any
                  particular Securityholder).

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

                        (A) the establishment of the Payment Account;

                        (B) the receipt of the Debentures;

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

                        (D) the distribution of amounts owed to the
                  Securityholders in respect of the Trust Securities;

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



                                       14
<PAGE>

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

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

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

                        (I) after an Event of Default the taking of any action
                  incidental to the foregoing as the Property Trustee may from
                  time to time determine is necessary or advisable to give
                  effect to the terms of this Trust Agreement and protect and
                  conserve the Trust Property for the benefit of the
                  Securityholders (without consideration of the effect of any
                  such action on any particular Securityholder);

                        (J) registering transfers of the Trust Securities in
                  accordance with this Trust Agreement; and

                        (K) subject to this Section 2.7(a)(ii), the Property
                  Trustee shall have none of the duties, liabilities, powers or
                  the authority of the Administrative Trustees set forth in
                  Section 207(a)(i).

            (b) So long as this Trust Agreement remains in effect, the Trust (or
      the Trustees acting on behalf of the Trust) shall not undertake any
      business, activities or transaction except as expressly provided herein or
      contemplated hereby. In particular, the Trustees shall not (i) acquire any
      investments or engage in any activities not authorized by this Trust
      Agreement, (ii) sell, assign, transfer, exchange, mortgage, pledge,
      set-off or otherwise dispose of any of the Trust Property or interests
      therein, including to Securityholders, except as expressly provided
      herein, (iii) take any action that would cause the Trust to fail or cease
      to qualify as a "grantor trust" for federal income tax purposes, (iv)
      incur any indebtedness for borrowed money or issue any other debt or (v)
      take or consent to any action that would result in the placement of a Lien
      on any of the Trust Property. The Administrative Trustees shall defend all
      claims and demands of all Persons at any time claiming any Lien on any of
      the Trust Property adverse to the interest of the Trust or the
      Securityholders in their capacity as Securityholders.



                                       15
<PAGE>

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

                  (i) to prepare for filing by the Trust with the Commission and
            to execute on behalf of the Trust a registration statement on Form
            S-3 or S-4 in relation to the Preferred Securities, including any
            amendments thereto;

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

                  (iii) to prepare for filing by the Trust and to execute on
            behalf of the Trust an application to the New York Stock Exchange or
            any other national stock exchange or the Nasdaq National Market for
            listing upon notice of issuance of any Preferred Securities;

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

                  (v) to negotiate the terms of, and execute and deliver, the
            Underwriting Agreement providing for the sale of the Preferred
            Securities; and

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

            (d) Notwithstanding anything herein to the contrary, the
      Administrative Trustees are authorized and directed to conduct the affairs
      of the Trust and to operate the Trust so that the Trust will not be deemed
      to be an "investment company" required to be registered under the
      Investment Company Act of 1940, as amended, or taxed as a corporation for
      United States federal income tax purposes and so that the Debentures will
      be treated as indebtedness of


                                       16
<PAGE>

      the Depositor for United States federal income tax purposes. In this
      connection, the Depositor and the Administrative Trustees are authorized
      to take any action, not inconsistent with applicable law, the Certificate
      of Trust or this Trust Agreement, that each of the Depositor and the
      Administrative Trustees determines in their discretion to be necessary or
      desirable for such purposes, as long as such action does not adversely
      affect in any material respect the interests of the holders of the
      Preferred Securities.

      Section 2.8. Assets of Trust.

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

      Section 2.9. Title to Trust Property.

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

                                   ARTICLE III
                                 PAYMENT ACCOUNT

      Section 3.1. Payment Account.

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

            (b) The Property Trustee shall deposit in the Payment Account,
      promptly upon receipt, all payments of principal or interest on, and any
      other payments or proceeds with respect to, the Debentures. Amounts held
      in the Payment Account shall not be invested by the Property Trustee
      pending distribution thereof.


                                       17
<PAGE>

                                   ARTICLE IV
                            DISTRIBUTIONS; REDEMPTION

      Section 4.1. Distributions.

            (a) Distributions on the Trust Securities shall be cumulative, and
      will accumulate whether or not there are funds of the Trust available for
      the payment of Distributions. Distributions shall accrue from --, 200--,
      and, except in the event that the Depositor exercises its right to extend
      the interest payment period for the Debentures pursuant to the Indenture,
      shall be payable quarterly in arrears on --, --, -- and -- of each year,
      commencing on --, --. If any date on which Distributions are otherwise
      payable on the Trust Securities is not a Business Day, then the payment of
      such Distribution shall be made on the next succeeding day which is a
      Business Day (and without any interest or other payment in respect of any
      such delay) except that, if such Business Day is in the next succeeding
      calendar year, payment of such Distribution shall be made on the
      immediately preceding Business Day, in each case with the same force and
      effect as if made on such date (each date on which distributions are
      payable in accordance with this Section 4.1(a) a "Distribution Date").

            (b) The Trust Securities represent undivided beneficial interests in
      the Trust Property, and, as a practical matter, the Distributions on the
      Trust Securities shall be payable at a rate of --% per annum of the
      Liquidation Amount of the Trust Securities. The amount of Distributions
      payable for any full period shall be computed on the basis of a 360-day
      year of twelve 30-day months. The amount of Distributions payable for any
      period shall include the Additional Amounts, if any.

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

            (d) Distributions on the Trust Securities with respect to a
      Distribution Date shall be payable to the Holders thereof as they appear
      on the Securities Register for the Trust Securities on the relevant record
      date, which shall be one Business Day prior to such Distribution Date;
      provided, however, that in the event that the Preferred Securities do not
      remain in book-entry-only form, the relevant record date shall be the date
      15 days prior to the relevant Distribution Date.



                                       18
<PAGE>


      Section 4.2 Redemption.


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

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

                  (i) the Redemption Date;

                  (ii) the Redemption Price;

                  (iii) the CUSIP number;

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

                  (v) that on the Redemption Date the Redemption Price will
            become due and payable upon each such Trust Security to be redeemed
            and that distributions thereon will cease to accrue on and after
            said date.

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

            (d) If the Property Trustee gives a notice of redemption in respect
      of any Preferred Securities, then, by 12:00 noon, New York time, on the
      Redemption Date, subject to Section 4.2(c), the Property Trustee will, so
      long as the Preferred Securities are in book-entry-only form, irrevocably
      deposit with the Clearing Agency for the Preferred Securities funds
      sufficient to pay the applicable Redemption Price and will give such
      Clearing Agency irrevocable instructions and authority to pay the
      Redemption Price to the holders thereof. If the Preferred Securities are
      no longer in book-entry-only form, the Property Trustee, subject to
      Section 4.2(c), will irrevocably deposit with the Paying Agent funds
      sufficient to pay the applicable Redemption Price and will give the Paying
      Agent irrevocable instructions and authority to pay the Redemption Price
      to the holders thereof upon



                                       19
<PAGE>
      surrender of their Preferred Securities Certificates. Notwithstanding the
      foregoing, Distributions payable on or prior to the Redemption Date for
      any Trust Securities called for redemption shall be payable to the Holders
      of such Trust Securities as they appear on the Register for the Trust
      Securities on the relevant record dates for the related Distribution
      Dates. If notice of redemption shall have been given and funds deposited
      as required, then upon the date of such deposit, all rights of
      Securityholders holding Trust Securities so called for redemption will
      cease, except the right of such Securityholders to receive the Redemption
      Price, but without interest, and such Securities will cease to be
      outstanding. In the event that any date on which any Redemption Price is
      payable is not a Business Day, then payment of the Redemption Price
      payable on such date will be made on the next succeeding day which is a
      Business Day (and without any interest or other payment in respect of any
      such delay), except that, if such Business Day falls in the next calendar
      year, such payment will be made on the immediately preceding Business Day,
      in each case, with the same force and effect as if made on such date. In
      the event that payment of the Redemption Price in respect of any Trust
      Securities called for redemption is improperly withheld or refused and not
      paid either by the Trust or by the Depositor pursuant to the Guarantee,
      Distributions on such Trust Securities will continue to accrue, at the
      then applicable rate, from the Redemption Date originally established by
      the Trust for such Trust Securities to the date such Redemption Price is
      actually paid, in which case the actual payment date will be the date
      fixed for redemption for purposes of calculating the Redemption Price.

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

            (f) If less than all the Outstanding Trust Securities are to be
      redeemed on a Redemption Date, then the aggregate Liquidation Amount of
      Trust Securities to be redeemed shall be allocated on a pro rata basis
      (based on Liquidation Amounts) among the Common Securities and the
      Preferred Securities. The particular Preferred Securities to be redeemed
      shall be selected on a pro rata basis (based upon Liquidation Amounts) not
      more than 60 days prior to the Redemption Date by the Property Trustee
      from the Outstanding Preferred Securities not previously called for
      redemption, by such method as the Property Trustee shall deem fair and
      appropriate and which may provide for the selection for redemption of
      portions (equal to $25 or an integral multiple of $25 in excess thereof)
      of the Liquidation Amount of Preferred Securities of a denomination larger
      than $25. The Property Trustee shall promptly notify the Security
      Registrar in writing of the



                                       20
<PAGE>
      Preferred Securities selected for redemption and, in the case of any
      Preferred Securities selected for partial redemption, the Liquidation
      Amount thereof to be redeemed. For all purposes of this Trust Agreement,
      unless the context otherwise requires, all provisions relating to the
      redemption of Preferred Securities shall relate, in the case of any
      Preferred Securities redeemed or to be redeemed only in part, to the
      portion of the Liquidation Amount of Preferred Securities which has been
      or is to be redeemed.

      Section 4.3 Subordination of Common Securities.

            (a) Payment of Distributions (including Additional Amounts, if
      applicable) on, and the Redemption Price of, the Trust Securities, as
      applicable, shall be made pro rata based on the Liquidation Amount of the
      Trust Securities; provided, however, that if on any Distribution Date or
      Redemption Date a Debenture Event of Default shall have occurred and be
      continuing, no payment of any Distribution (including Additional Amounts,
      if applicable) on, or Redemption Price of, any Common Security, and no
      other payment on account of the redemption, liquidation or other
      acquisition of Common Securities, shall be made unless payment in full in
      cash of all accumulated and unpaid Distributions (including Additional
      Amounts, if applicable) on all Outstanding Preferred Securities for all
      distribution periods terminating on or prior thereto, or in the case of
      payment of the Redemption Price the full amount of such Redemption Price
      on all Outstanding Preferred Securities, shall have been made or provided
      for, and all funds immediately available to the Property Trustee shall
      first be applied to the payment in full in cash of all Distributions
      (including Additional Amounts, if applicable) on, or Redemption Price of,
      Preferred Securities then due and payable.

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

      Section 4.4 Payment Procedures.

      Payments in respect of the Preferred Securities shall be made by check
mailed to the address of the Person entitled thereto as such address shall
appear on the Securities Register or, if the Preferred Securities are held by a
Clearing Agency, such Distributions



                                       21
<PAGE>
shall be made to the Clearing Agency in immediately available funds, which shall
credit the relevant Persons' accounts at such Clearing Agency on the applicable
distribution dates. Payments in respect of the Common Securities shall be made
in such manner as shall be mutually agreed between the Property Trustee and the
Common Securityholder.

      Section 4.5 Tax Returns and Reports.

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

      Section 4.6 Payment of Taxes, Duties, Etc. of the Trust.

      Upon receipt under the Debentures of Additional Sums (as defined in the
Indenture), the Property Trustee shall upon receipt of written notice from the
applicable governmental authority promptly pay any taxes, duties or governmental
charges of whatsoever nature (other than withholding taxes) imposed on the Trust
by the United States or any other taxing authority.

      Section 4.7 Payments under Indenture.

      Any amount payable hereunder to any Holder of Preferred Securities (and
any Owner with respect thereto) shall be reduced by the amount of any
corresponding payment such Holder (and Owner) has directly received pursuant to
Section 508 of the Indenture.

                                    ARTICLE V
                          TRUST SECURITIES CERTIFICATES

      Section 5.1 Initial Ownership.

      Upon the formation of the Trust and the contribution by the Depositor
pursuant to Section 2.3 and until the issuance of the Trust Securities, and at
any time during which no



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Trust Securities are outstanding, the Depositor shall be the sole beneficial
owner of the Trust.

      Section 5.2 The Trust Securities Certificates.

      The Preferred Securities Certificates shall be issued in minimum
denominations of $25 Liquidation Amount and integral multiples of $25 in excess
thereof, and the Common Securities Certificates shall be issued in denominations
of $25 Liquidation Amount and integral multiples thereof. The Trust Securities
Certificates shall be executed on behalf of the Trust by manual signature of at
least one Administrative Trustee. Trust Securities Certificates bearing the
manual signatures of individuals who were, at the time when such signatures
shall have been affixed, authorized to sign on behalf of the Trust, shall be
validly issued and entitled to the benefits of this Trust Agreement,
notwithstanding that such individuals or any of them shall have ceased to be so
authorized prior to the delivery of such Trust Securities Certificates or did
not hold such offices at the date of delivery of such Trust Securities
Certificates. A transferee of a Trust Securities Certificate shall become a
Securityholder, and shall be entitled to the rights and subject to the
obligations of a Securityholder hereunder, upon due registration of such Trust
Securities Certificate in such transferee's name pursuant to Section 5.4.

      Section 5.3 Delivery of Trust Securities Certificates.

      On the Closing Date, the Administrative Trustees shall cause Trust
Securities Certificates, in an aggregate Liquidation Amount as provided in
Sections 2.4 and 2.5, to be executed on behalf of the Trust and delivered to or
upon the written order of the Depositor, signed by its chairman, president,
chief executive officer, any senior vice president or any vice president,
treasurer or assistant treasurer or controller without further corporate action
by the Depositor, in authorized denominations.

      Section 5.4 Registration of Transfer and Exchange of Preferred Securities
                  Certificates.

      The Securities Registrar shall keep or cause to be kept, at the office or
agency maintained pursuant to Section 5.8, a Securities Register in which,
subject to such reasonable regulations as it may prescribe, the Securities
Registrar shall provide for the registration of Preferred Securities
Certificates and Common Securities Certificates (subject to Section 5.10 in the
case of the Common Securities Certificates) and registration of transfers and
exchanges of Preferred Securities Certificates as herein provided. The Property
Trustee shall be the initial Securities Registrar. The provisions of Sections
8.1, 8.3 and 8.6 shall apply to the Property Trustee also in its role as
Securities Registrar, for so long as the Property Trustee shall act as
Securities Registrar and, to the extent applicable, to any other securities
registrar appointed hereunder. Any



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reference in this Trust Agreement to the Securities Registrar shall include any
co-securities registrar unless the context requires otherwise.

      Upon surrender for registration of transfer of any Preferred Securities
Certificate at the office or agency maintained pursuant to Section 5.8, the
Administrative Trustees or any one of them shall execute and deliver, in the
name of the designated transferee or transferees, one or more new Preferred
Securities Certificates in authorized denominations of a like aggregate
Liquidation Amount dated the date of execution by such Administrative Trustee or
Trustees. The Securities Registrar shall not be required to register the
transfer of any Preferred Securities that have been called for redemption. At
the option of a Holder, Preferred Securities Certificates may be exchanged for
other Preferred Securities Certificates in authorized denominations of the same
class and of a like aggregate Liquidation Amount upon surrender of the Preferred
Securities Certificates to be exchanged at the office or agency maintained
pursuant to Section 5.8.

      Every Preferred Securities Certificate presented or surrendered for
registration of transfer or exchange shall be accompanied by a written
instrument of transfer in form satisfactory to the Administrative Trustees and
the Securities Registrar duly executed by the Holder or his attorney duly
authorized in writing. Each Preferred Securities Certificate surrendered for
registration of transfer or exchange shall be cancelled and subsequently
disposed of by the Administrative Trustees in accordance with their customary
practice.

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

      Section 5.5 Mutilated, Destroyed, Lost or Stolen Trust Securities
                  Certificates.

      If (a) any mutilated Trust Securities Certificate shall be surrendered to
the Securities Registrar, or if the Securities Registrar shall receive evidence
to its satisfaction of the destruction, loss or theft of any Trust Securities
Certificate and (b) there shall be delivered to the Securities Registrar and the
Administrative Trustees such security or indemnity as may be required by them to
save each of them harmless, then in the absence of notice that such Trust
Securities Certificate shall have been acquired by a protected purchaser, the
Administrative Trustees, or any one of them, on behalf of the Trust shall
execute and make available for delivery, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Trust Securities Certificate, a new Trust
Securities Certificate of like class, tenor and denomination. In connection with
the issuance of any new Trust Securities Certificate under this Section, the
Administrative Trustees or the Securities Registrar may require the payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection therewith. Any duplicate Trust



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Securities Certificate issued pursuant to this Section shall constitute
conclusive evidence of an undivided beneficial interest in the assets of the
Trust, as if originally issued, whether or not the lost, stolen or destroyed
Trust Securities Certificate shall be found at any time.

      Section 5.6  Persons Deemed Securityholders.

      The Administrative Trustees or the Securities Registrar shall treat the
Person in whose name any Trust Securities Certificate shall be registered in the
Securities Register as the owner of such Trust Securities Certificate for the
purpose of receiving distributions and for all other purposes whatsoever, and
neither the Trustees nor the Securities Registrar shall be bound by any notice
to the contrary.

      Section 5.7 Access to List of Securityholders' Names and Addresses.

      The Administrative Trustees or the Depositor shall furnish or cause to be
furnished (a) to the Property Trustee, semi-annually on or before January 15 and
July 15 in each year, a list, in such form as the Property Trustee may
reasonably require, of the names and addresses of the Securityholders as of the
most recent Record Date and (b) to the Property Trustee, promptly after receipt
by any Administrative Trustee or the Depositor of a request therefor from the
Property Trustee in order to enable the Property Trustee to discharge its
obligations under this Trust Agreement, in each case to the extent such
information is in the possession or control of the Administrative Trustees or
the Depositor and is not identical to a previously supplied list or has not
otherwise been received by the Property Trustee in its capacity as Securities
Registrar. The rights of Securityholders to communicate with other
Securityholders with respect to their rights under this Trust Agreement or under
the Trust Securities, and the corresponding rights of the Trustee shall be as
provided in the Trust Indenture Act. Each Holder, by receiving and holding a
Trust Securities Certificate, and each Owner shall be deemed to have agreed not
to hold the Depositor, the Property Trustee or the Administrative Trustees
accountable by reason of the disclosure of its name and address, regardless of
the source from which such information was derived.

      Section 5.8 Maintenance of Office or Agency.

      The Administrative Trustees shall maintain in The City of New York, an
office or offices or agency or agencies where Preferred Securities Certificates
may be surrendered for registration of transfer or exchange and where notices
and demands to or upon the Trustees in respect of the Trust Securities
Certificates may be served. The Administrative Trustees initially designate -,
as its principal corporate trust office for such purposes. The Property Trustee
shall give prompt written notice to the Depositor and to the Securityholders of
any change in the location of the Securities Register or any such office or
agency.



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<PAGE>
      Section 5.9 Appointment of Paying Agent.

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

      Section 5.10 Ownership of Common Securities by Depositor.

      On the Closing Date and on each other date provided for in Section 2.5,
the Depositor shall acquire and retain beneficial and record ownership of the
Common Securities. To the fullest extent permitted by law, except as otherwise
permitted under the Indenture, any attempted transfer of the Common Securities
shall be void. The Administrative Trustees shall cause each Common Securities
Certificate issued to the Depositor to contain a legend stating "THIS
CERTIFICATE IS NOT TRANSFERABLE EXCEPT AS PROVIDED IN THE TRUST AGREEMENT (AS
DEFINED BELOW)".



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<PAGE>
      Section 5.11 Book-Entry Preferred Securities Certificates; Common
                   Securities Certificate.

            (a) The Preferred Securities Certificates, upon original issuance,
      will be issued in the form of a typewritten Preferred Securities
      Certificate or Certificates representing Book-Entry Preferred Securities
      Certificates, to be delivered to The Depository Trust Company, the initial
      Clearing Agency, by, or on behalf of, the Trust. Such Preferred Securities
      Certificate or Certificates shall initially be registered on the
      Securities Register in the name of Cede & Co., the nominee of the initial
      Clearing Agency, and no beneficial owner will receive a Definitive
      Preferred Securities Certificate representing such beneficial owner's
      interest in such Preferred Securities, except as provided in Section 5.13.
      Unless and until Definitive Preferred Securities Certificates have been
      issued to beneficial owners pursuant to Section 5.13:

                  (i) the provisions of this Section 5.11(a) shall be in full
            force and effect;

                  (ii) the Securities Registrar and the Trustees shall be
            entitled to deal with the Clearing Agency for all purposes of this
            Trust Agreement relating to the Book-Entry Preferred Securities
            Certificates (including the payment of principal of and interest on
            the Book-Entry Preferred Securities and the giving of instructions
            or directions to Owners of Book-Entry Preferred Securities) as the
            sole Holder of Book-Entry Preferred Securities and shall have no
            obligations to the Owners thereof;

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

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



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

      Section 5.12 Notices to Clearing Agency.

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

      Section 5.13 Definitive Preferred Securities Certificates.

      If (a) the Depositor advises the Trustees in writing that the Clearing
Agency is no longer willing or able to properly discharge its responsibilities
with respect to the Preferred Securities Certificates, and the Depositor is
unable to locate a qualified successor, (b) the Depositor at its option advises
the Trustees in writing that it elects to terminate the book-entry system
through the Clearing Agency or (c) after the occurrence of a Debenture Event of
Default, Owners of Preferred Securities Certificates representing beneficial
interests aggregating at least a majority of the Liquidation Amount advise the
Clearing Agency in writing that the continuation of a book-entry system through
the Clearing Agency is no longer in the best interest of the Owners of Preferred
Securities Certificates, then the Clearing Agency shall notify all Owners of
Preferred Securities Certificates and the Trustees of the occurrence of any such
event and of the availability of the Definitive Preferred Securities
Certificates to Owners of such class or classes, as applicable, requesting the
same. Upon surrender to the Administrative Trustees of the typewritten Preferred
Securities Certificate or Certificates representing the Book Entry Preferred
Securities Certificates by the Clearing Agency, accompanied by registration
instructions, the Administrative Trustees, or any one of them, shall execute the
Definitive Preferred Securities Certificates in accordance with the instructions
of the Clearing Agency. Neither the Securities Registrar nor the Trustees shall
be liable for any delay in delivery of such instructions and may conclusively
rely on, and shall be protected in relying on, such instructions. Upon the
issuance of Definitive Preferred Securities Certificates, the Trustees shall
recognize the Holders of the Definitive Preferred Securities Certificates as
Securityholders. The Definitive Preferred Securities Certificates shall be
printed, lithographed or engraved or may be produced in any other manner as is
reasonably acceptable to the Administrative Trustees, as evidenced by the
execution thereof by the Administrative Trustees or any one of them.



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<PAGE>
      Section 5.14 Rights of Securityholders.

      The legal title to the Trust Property is vested exclusively in the
Property Trustee (in its capacity as such) in accordance with Section 2.9, and
the Securityholders shall not have any right or title therein other than the
undivided beneficial interest in the assets of the Trust conferred by their
Trust Securities and they shall have no right to call for any partition or
division of property, profits or rights of the Trust except as described below.
The Trust Securities shall be personal property giving only the rights
specifically set forth therein and in this Trust Agreement. The Trust Securities
shall have no preemptive or similar rights and when issued and delivered to
Securityholders against payment of the purchase price therefor will be fully
paid and nonassessable by the Trust. The Holders of the Trust Securities, in
their capacities as such, shall be entitled to the same limitation of personal
liability extended to stockholders of private corporations for profit organized
under the General Corporation Law of the State of Delaware.

                                   ARTICLE VI
                    ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

      Section 6.1 Limitations on Voting Rights.

            (a) Except as provided in this Section, in Sections 8.10 and 10.2
      and in the Indenture and as otherwise required by law, no Holder of
      Preferred Securities shall have any right to vote or in any manner
      otherwise control the administration, operation and management of the
      Trust or the obligations of the parties hereto, nor shall anything herein
      set forth, or contained in the terms of the Trust Securities Certificates,
      be construed so as to constitute the Securityholders from time to time as
      partners or members of an association.

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



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<PAGE>
      Securities. The Property Trustee shall notify all Holders of the Preferred
      Securities of any notice of default received from the Debenture Trustee
      with respect to the Debentures. In addition to obtaining the foregoing
      approvals of the Holders of the Preferred Securities, prior to taking any
      of the foregoing actions, the Trustees shall, at the expense of the
      Depositor, obtain an Opinion of Counsel experienced in such matters to the
      effect that the Trust will not be classified as an association taxable as
      a corporation or partnership for United States federal income tax purposes
      on account of such action.

            (c) If any proposed amendment to the Trust Agreement provides for,
      or the Trustees otherwise propose to effect, (i) any action that would
      adversely affect in any material respect the powers, preferences or
      special rights of the Preferred Securities, whether by way of amendment to
      the Trust Agreement or otherwise, or (ii) the dissolution, winding-up or
      termination of the Trust, other than pursuant to the terms of this Trust
      Agreement, then the Holders of Outstanding Preferred Securities as a class
      will be entitled to vote on such amendment or proposal and such amendment
      or proposal shall not be effective except with the approval of the Holders
      of at least a majority in Liquidation Amount of the Outstanding Preferred
      Securities.

      Section 6.2 Notice of Meetings.

      Notice of all meetings of the Preferred Securityholders, stating the time,
place and purpose of the meeting, shall be given by the Property Trustee upon
receipt of written notice of the calling of such meeting from the Administrative
Trustees pursuant to Section 10.8 to each Preferred Securityholder of record, at
his registered address, at least 15 days and not more than 90 days before the
meeting. At any such meeting, any business properly before the meeting may be so
considered whether or not stated in the notice of the meeting. Any adjourned
meeting may be held as adjourned without further notice.

      Section 6.3 Meetings of Preferred Securityholders.

      No annual meeting of Securityholders is required to be held. The
Administrative Trustees, however, shall call a meeting of Securityholders to
vote on any matter upon the written request of the Preferred Securityholders of
record of 25% of the Preferred Securities (based upon their Liquidation Amount)
and the Administrative Trustees or the Property Trustee may, at any time in
their discretion, call a meeting of Preferred Securityholders to vote on any
matters as to which Preferred Securityholders are entitled to vote.



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<PAGE>
      Preferred Securityholders of record of 50% of the Preferred Securities
(based upon their Liquidation Amount), present in person or by proxy, shall
constitute a quorum at any meeting of Securityholders.

      If a quorum is present at a meeting, an affirmative vote by the Preferred
Securityholders of record present, in person or by proxy, holding more than a
majority of the Preferred Securities (based upon their Liquidation Amount) held
by the Preferred Securityholders of record present, either in person or by
proxy, at such meeting shall constitute the action of the Securityholders,
unless this Trust Agreement requires a greater number of affirmative votes.

      Section 6.4 Voting Rights.

      Securityholders shall be entitled to one vote for each $25 of Liquidation
Amount represented by their Trust Securities in respect of any matter as to
which such Securityholders are entitled to vote.

      Section 6.5 Proxies, etc.

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

      Section 6.6 Securityholder Action by Written Consent.

      Any action which may be taken by Securityholders at a meeting may be taken
without prior notice and without a meeting if Securityholders holding more than
a majority of all Outstanding Trust Securities (based upon their Liquidation
Amount) entitled to vote in respect of such action (or such larger proportion
thereof as shall be required by any express provision of this Trust Agreement)
shall consent to the action in writing.



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<PAGE>
      Section 6.7 Record Date for Voting and Other Purposes.

      For the purposes of determining the Securityholders who are entitled to
notice of and to vote at any meeting or by written consent, or to participate in
any distribution on the Trust Securities in respect of which a record date is
not otherwise provided for in this Trust Agreement, or for the purpose of any
other action, Administrative Trustees may from time to time fix a date, not more
than 90 days prior to the date of any meeting of Securityholders or the payment
of distribution or other action, as the case may be, as a record date for the
determination of the identity of the Securityholders of record for such
purposes.

      Section 6.8 Acts of Securityholders.

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

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

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

      Any request, demand, authorization, direction, notice, consent, waiver or
other Act of the Securityholder of any Trust Security shall bind every future
Securityholder of the same Trust Security and the Securityholder of every Trust
Security issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of



                                       32
<PAGE>
anything done, omitted or suffered to be done by the Trustees or the Trust in
reliance thereon, whether or not notation of such action is made upon such Trust
Security.

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

      If any dispute shall arise between the Securityholders and the
Administrative Trustees or among such Securityholders or Trustees with respect
to the authenticity, validity or binding nature of any request, demand,
authorization, direction, consent, waiver or other Act of such Securityholder or
Trustee under this Article VI, then the dispute shall be submitted to an
independent legal counsel which has not provided significant services to any of
the disputing parties in the past two years (the "Independent Legal Counsel"),
and reasonably satisfactory to the disputing parties, for determination of such
matter. The Independent Legal Counsel's determination shall be conclusive and
binding with respect to such matter.

      Section 6.9 Inspection of Records.

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

                                  ARTICLE VII.
                         REPRESENTATIONS AND WARRANTIES

      Section 7.1 Representations and Warranties of the Bank, the Property
                  Trustee and the Delaware Trustee.

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

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

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



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<PAGE>
            (c) this Trust Agreement has been duly authorized, executed and
      delivered by the Bank and constitutes the valid and legally binding
      agreement of the Bank enforceable against it in accordance with its terms,
      subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
      moratorium and similar laws of general applicability relating to or
      affecting creditors' rights and to general equity principles;

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

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

            (f) the execution, delivery and performance by the Delaware Trustee
      of this Trust Agreement have been duly authorized by all necessary
      corporate or other action on the part of the Delaware Trustee and do not
      require any approval of stockholders of the Delaware Trustee and such
      execution, delivery and performance will not (i) violate the Delaware
      Trustee's Charter or By-laws, (ii) violate any provision of, or
      constitute, with or without notice or lapse of time,



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<PAGE>
      a default under, or result in the creation or imposition of, any Lien on
      any properties included in the Trust Property pursuant to the provisions
      of, any indenture, mortgage, credit agreement, license or other agreement
      or instrument to which the Delaware Trustee is a party or by which it is
      bound (other than as contemplated by the Trust Agreement, the Indenture
      and the Guarantee), or (iii) violate any law, governmental rule or
      regulation of the United States or the State of Delaware, as the case may
      be, governing the banking or trust powers of the Delaware Trustee or any
      order, judgment or decree applicable to the Delaware Trustee;

            (g) neither the authorization, execution or delivery by the Bank of
      this Trust Agreement nor the consummation of any of the transactions by
      the Bank contemplated herein or therein requires the consent or approval
      of, the giving of notice to, the registration with or the taking of any
      other action with respect to any governmental authority or agency under
      any existing federal law governing the banking or trust powers of the Bank
      under the laws of the United States or the State of Delaware (other than
      as contemplated by the Trust Agreement, the Indenture and the Guarantee);

            (h) neither the authorization, execution or delivery by the Property
      Trustee of this Trust Agreement nor the consummation of any of the
      transactions by the Property Trustee contemplated herein or therein
      requires the consent or approval of, the giving of notice to, the
      registration with or the taking of any other action with respect to any
      governmental authority or agency under any existing federal law governing
      the banking or trust powers of the Property Trustee under the laws of the
      United States or the State of Delaware (other than as contemplated by the
      Trust Agreement, the Indenture and the Guarantee);

            (i) neither the authorization, execution or delivery by the Delaware
      Trustee of this Trust Agreement nor the consummation of any of the
      transactions by the Delaware Trustee contemplated herein or therein
      requires the consent or approval of, the giving of notice to, the
      registration with or the taking of any other action with respect to any
      governmental authority or agency under any existing federal law governing
      the banking or trust powers of the Delaware Trustee under the laws of the
      United States or the State of Delaware (other than as contemplated by the
      Trust Agreement, the Indenture and the Guarantee); and

            (j) there are no proceedings pending or, to the best of each of the
      Bank's, the Property Trustee's and the Delaware Trustee's knowledge,
      threatened against or affecting the Bank, the Property Trustee or the
      Delaware Trustee in any court or before any governmental authority, agency
      or arbitration board or tribunal which, individually or in the aggregate,
      would materially and adversely affect the Trust or would question the
      right, power and authority of the Bank to



                                       35
<PAGE>
      enter into or perform its obligations as one of the Trustees under this
      Trust Agreement.

      Section 7.2 Representations and Warranties of Depositor.

      The Depositor hereby represents and warrants for the benefit of the
Securityholders that:

            (a) the Trust Securities Certificates issued on the Closing Date on
      behalf of the Trust have been duly authorized and will have been, duly and
      validly executed, issued and delivered by the Trustees pursuant to the
      terms and provisions of, and in accordance with the requirements of, this
      Trust Agreement and the Securityholders will be, as of such date, entitled
      to the benefits of this Trust Agreement; and

            (b) there are no taxes, fees or other governmental charges payable
      by the Trust (or the Trustees on behalf of the Trust) under the laws of
      the State of Delaware or any political subdivision thereof in connection
      with the execution, delivery and performance by the Bank, the Property
      Trustee or the Delaware Trustee, as the case may be, of this Trust
      Agreement.

                                  ARTICLE VIII
                                  THE TRUSTEES

      Section 8.1 Certain Duties and Responsibilities.

            (a) The duties and responsibilities of the Trustees shall be as
      provided by this Trust Agreement and, in the case of the Property Trustee,
      by the Trust Indenture Act. Notwithstanding the foregoing, no provision of
      this Trust Agreement shall require the Trustees to expend or risk their
      own funds or otherwise incur any financial liability in the performance of
      any of their duties hereunder, or in the exercise of any of their rights
      or powers, if they shall have reasonable grounds for believing that
      repayment of such funds or adequate indemnity against such risk or
      liability is not reasonably assured to it. Whether or not therein
      expressly so provided, every provision of this Trust Agreement relating to
      the conduct or affecting the liability of or affording protection to the
      Trustees shall be subject to the provisions of this Section. Nothing in
      this Trust Agreement shall be construed to release the Property Trustee
      from liability for its own negligent action, its own failure to act, or
      its own willful misconduct. To the extent that, at law or in equity, an
      Administrative Trustee has duties (including fiduciary duties) and
      liabilities relating thereto to the Trust or to the Securityholders, such
      Administrative Trustee shall not be liable to the Trust or to any
      Securityholder for such Trustee's good faith reliance on the provisions of
      this



                                       36
<PAGE>
      Trust Agreement. The provisions of this Trust Agreement, to the extent
      that they restrict the duties and liabilities of the Administrative
      Trustees otherwise existing at law or in equity, are agreed by the
      Depositor and the Securityholders to replace such other duties and
      liabilities of the Administrative Trustees.

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

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

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

                  (ii) the Property Trustee shall not be liable with respect to
            any action taken or omitted to be taken by it in good faith in
            accordance with the direction of the holders of not less than a
            majority in Liquidation Amount of the Trust 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 Trust
            Agreement;

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



                                       37
<PAGE>
                  (iv) the Property Trustee shall not be liable for any interest
            on any money received by it except as it may otherwise agree with
            the Depositor. Money held by the Property Trustee need not be
            segregated from other funds held by it except in relation to the
            Payment Account maintained by the Property Trustee pursuant to
            Section 3.1 and except to the extent otherwise required by law; and

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

      Section 8.2 Notice of Defaults.

      Within five Business Days after the occurrence of any Event of Default
actually known to a Responsible Officer of the Property Trustee, the Property
Trustee shall transmit, in the manner and to the extent provided in Section
10.8, notice of such Event of Default to the Securityholders, the Administrative
Trustees and the Depositor, unless such Event of Default shall have been cured
or waived.

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

      Section 8.3 Certain Rights of Property Trustee.

      Subject to the provisions of Section 8.1:

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

            (b) if, (i) in performing its duties under this Trust Agreement the
      Property Trustee is required to decide between alternative courses of
      action or (ii) in construing any of the provisions in this Trust Agreement
      the Property Trustee finds the same ambiguous or inconsistent with any
      other provisions contained herein or (iii) the Property Trustee is unsure
      of the application of any provision of



                                       38
<PAGE>
      this Trust Agreement, then, except as to any matter as to which the
      Preferred Securityholders are entitled to vote under the terms of this
      Trust Agreement, the Property Trustee shall deliver a notice to the
      Depositor requesting written instructions of the Depositor as to the
      course of action to be taken. The Property Trustee shall take such action,
      or refrain from taking such action, as the Property Trustee shall be
      instructed in writing to take, or to refrain from taking, by the
      Depositor; provided, however, that if the Property Trustee does not
      receive such instructions of the Depositor within ten Business Days after
      it has delivered such notice, or such reasonably shorter period of time
      set forth in such notice (which to the extent practicable shall not be
      less than two Business Days), it may, but shall be under no duty to, take
      or refrain from taking such action not inconsistent with this Trust
      Agreement as it shall deem advisable and in the best interests of the
      Securityholders, in which event the Property Trustee shall have no
      liability except for its own bad faith, negligence or willful misconduct;

            (c) any direction or act of the Depositor or the Administrative
      Trustees contemplated by this Trust Agreement shall be sufficiently
      evidenced by an Officer's Certificate;

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

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

            (f) the Property Trustee may consult with counsel and the advice of
      such counsel shall be full and complete authorization and protection in
      respect of any action taken, suffered or omitted by it hereunder in good
      faith and in reliance thereon and in accordance with such advice, such
      counsel may be counsel to the Depositor 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 Trust
      Agreement from any court of competent jurisdiction;

            (g) the Property Trustee shall be under no obligation to exercise
      any of the rights or powers vested in it by this Trust Agreement at the
      request or



                                       39
<PAGE>
      direction of any of the Securityholders pursuant to this Trust Agreement,
      unless such Securityholders shall have offered to the Property Trustee
      reasonable security or indemnity against the costs, expenses and
      liabilities which might be incurred by it in compliance with such request
      or direction;

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

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

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

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

            (l) the Property Trustee shall not be charged with knowledge of an
      Event of Default unless a Responsible Officer of the Property Trustee
      obtains actual knowledge of such event or the Property Trustee receives
      written notice of such event from any Securityholder, the Depositor or the
      Debenture Trustee.

No provision of this Trust Agreement 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



                                       40
<PAGE>
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 8.4 Not Responsible for Recitals or Issuance of Securities.

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

      Section 8.5 May Hold Securities.

      Any Trustee or any other agent of any Trustee or the Trust, in its
individual or any other capacity, may become the owner or pledgee of Trust
Securities and, subject to Sections 8.8 and 8.13 and except as provided in the
definition of the term "Outstanding" in Article I, may otherwise deal with the
Trust with the same rights it would have if it were not a Trustee or such other
agent.

      Section 8.6 Compensation; Indemnity; Fees.

      The Depositor agrees:

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

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

            (c) to indemnify each of the Trustees (including in their individual
      capacities) and their officers, directors and employees or any predecessor
      Trustee for, and to hold the Trustees harmless against, any loss, damage,
      claims, liability, penalty or expense incurred without negligence or bad
      faith on its part, arising out of or in connection with the acceptance or
      administration of this Trust Agreement, including the costs and expenses
      of defending itself against any claim or liability in connection with the
      exercise or performance of any of its powers or duties hereunder
      (collectively, "Expenses"); and



                                       41
<PAGE>

                  (d) to the fullest extent permitted by law, the Expenses
         (including reasonable attorneys' fees and expenses) incurred by a
         Trustee referred to in paragraph (c) of this Section 8.6 shall be paid
         by the Depositor in advance upon receipt of an undertaking by or on
         behalf of such Trustee to repay such amount if it shall ultimately be
         determined that such Trustee is not entitled to be indemnified by the
         Depositor as authorized in this Section 8.6.

         No Trustee may claim any lien or charge on any Trust Property as a
result of any amount due pursuant to this Section 8.6.

         Section 8.7 Corporate Property Trustee Required; Eligibility of
Trustees.

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

                  (b) There shall at all times be one or more Administrative
         Trustees hereunder with respect to the Trust Securities. Each
         Administrative Trustee shall be either a natural person who is at least
         21 years of age or a legal entity that shall act through one or more
         persons authorized to bind that entity.

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

         Section 8.8 Conflicting Interests.

         If the Property Trustee has or shall acquire a conflicting interest
within the meaning of the Trust Indenture Act, the Property Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by,
and subject to the provisions of, the Trust Indenture Act and this Trust
Agreement.

                                       42
<PAGE>
         Section 8.9 Co-Trustees and Separate Trustee.

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

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

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

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

                  (b) The rights, powers, duties, and obligations hereby
         conferred or imposed upon the Property Trustee in respect of any
         property covered by such appointment shall be conferred or imposed upon
         and exercised or performed by the Property Trustee or by the Property
         Trustee and such co-trustee or separate trustee jointly, as shall be
         provided in the instrument appointing such co-trustee or separate
         trustee, except to the extent that under any law of any jurisdiction in

                                       43
<PAGE>
         which any particular act is to be performed, the Property Trustee shall
         be incompetent or unqualified to perform such act, in which event such
         rights, powers, duties, and obligations shall be exercised and
         performed by such co-trustee or separate trustee.

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

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

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

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

         Section 8.10 Resignation and Removal; Appointment of Successor.

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

         Any Trustee may resign at any time with respect to the Trust Securities
by giving written notice thereof to the Securityholders. If the instrument of
acceptance by the successor Trustee required by Section 8.11 shall not have been
delivered to the Relevant Trustee within 30 days after the giving of such notice
of resignation, the Relevant Trustee may petition, at the expense of the
Depositor, any court of competent jurisdiction for the appointment of a
successor Relevant Trustee with respect to the Trust Securities.

         Unless a Debenture Event of Default shall have occurred and be
continuing, any Trustee may be removed at any time by Act of the Common
Securityholder. If a Debenture Event of Default shall have occurred and be
continuing, the Property Trustee

                                       44
<PAGE>
or the Delaware Trustee, or both of them, may be removed at such time by Act of
the Holders of a majority in Liquidation Amount of the Preferred Securities,
delivered to the Relevant Trustee (in its individual capacity and on behalf of
the Trust). An Administrative Trustee may be removed by the Common
Securityholder at any time.

         If any Trustee shall resign, be removed or become incapable of acting
as Trustee, or if a vacancy shall occur in the office of any Trustee for any
cause, at a time when no Debenture Event of Default shall have occurred and be
continuing, the Common Securityholder, by Act of the Common Securityholder
delivered to the retiring Trustee, shall promptly appoint a successor Trustee or
Trustees with respect to the Trust Securities and the Trust, and the retiring
Trustee shall comply with the applicable requirements of Section 8.11. If the
Property Trustee or the Delaware Trustee shall resign, be removed or become
incapable of continuing to act as the Property Trustee or the Delaware Trustee,
as the case may be, at a time when a Debenture Event of Default is continuing,
the Preferred Securityholders, by Act of the Securityholders of a majority in
Liquidation Amount of the Preferred Securities then Outstanding delivered to the
retiring Relevant Trustee, shall promptly appoint a successor Relevant Trustee
or Trustees with respect to the Trust Securities and the Trust, and such
successor Trustee shall comply with the applicable requirements of Section 8.11.
If an Administrative Trustee shall resign, be removed or become incapable of
acting as Administrative Trustee, at a time when a Debenture Event of Default
shall have occurred and be continuing, the Common Securityholder shall appoint a
successor or Administrative Trustees. If no successor Relevant Trustee with
respect to the Trust Securities shall have been so appointed by the Common
Securityholder or the Preferred Securityholders and accepted appointment in the
manner required by Section 8.11, any Securityholder who has been a
Securityholder of Trust Securities for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Relevant Trustee with respect to
the Trust Securities.

         The Property Trustee shall give notice of each resignation and each
removal of a Trustee and each appointment of a successor Trustee to all
Securityholders in the manner provided in Section 10.8 and shall give notice to
the Depositor, in each case promptly upon receipt by it of notice of such
resignation. Each notice shall include the name of the successor Relevant
Trustee and the address of its Corporate Trust Office if it is the Property
Trustee.

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

                                       45
<PAGE>
         Section 8.11 Acceptance of Appointment by Successor.

         In case of the appointment hereunder of a successor Trustee such
successor Trustee so appointed shall execute, acknowledge and deliver to the
Trust and to the retiring Trustee an instrument accepting such appointment, and
thereupon the resignation or removal of the retiring Trustee shall become
effective and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee; but, on the request of the Depositor or the successor
Trustee, such retiring Trustee shall, upon payment of its charges, execute and
deliver an instrument transferring to such successor Trustee all the rights,
powers and trusts of the retiring Trustee and if the Property Trustee is the
resigning Trustee shall duly assign, transfer and deliver to the successor
Trustee all property and money held by such retiring Property Trustee hereunder.

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

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

                                       46
<PAGE>
         No successor Relevant Trustee shall accept its appointment unless at
the time of such acceptance such successor Relevant Trustee shall be qualified
and eligible under this Article.

         Section 8.12 Merger, Conversion, Consolidation or Succession to
Business.

         Any corporation into which the Property Trustee, the Delaware Trustee
or any Administrative Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which such Relevant Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of such Relevant Trustee, shall be the successor of such Relevant Trustee
hereunder, provided such corporation shall be otherwise qualified and eligible
under this Article, without the execution or filing of any paper or any further
act on the part of any of the parties hereto.

         Section 8.13 Preferential Collection of Claims Against Depositor or
Trust.

         If and when the Property Trustee or the Delaware Trustee shall be or
become a creditor of the Depositor or the Trust (or any other obligor upon the
Debentures or the Trust Securities), the Property Trustee or the Delaware
Trustee, as the case may be, shall be subject to and shall take all actions
necessary in order to comply with the provisions of the Trust Indenture Act
regarding the collection of claims against the Depositor or Trust (or any such
other obligor).

         Section 8.14 Reports by Property Trustee.

                  (a) Within 60 days after December 31 of each year commencing
         with December 31, 200- the Property Trustee shall transmit to all
         Securityholders in accordance with Section 10.8, and to the Depositor,
         a brief report dated as of such December 31 with respect to:

                           (i) its eligibility under Section 8.7 or, in lieu
                  thereof, if to the best of its knowledge it has continued to
                  be eligible under said Section, a written statement to such
                  effect;

                           (ii) a statement that the Property Trustee has
                  complied with all of its obligations under this Trust
                  Agreement during the twelve-month period (or, in the case of
                  the initial report, the period since the Closing Date) ending
                  with such December 31 or, if the Property Trustee has not
                  complied in any material respect with such obligations, a
                  description of such noncompliance; and

                           (iii) any change in the property and funds in its
                  possession as Property Trustee since the date of its last
                  report and any action taken by

                                       47
<PAGE>
                  the Property Trustee in the performance of its duties
                  hereunder which it has not previously reported and which in
                  its opinion materially affects the Trust Securities.

                  (b) In addition the Property Trustee shall transmit to
         Securityholders and the Depositor such reports concerning the Property
         Trustee and its actions under this Trust Agreement as may be required
         pursuant to the Trust Indenture Act at the times and in the manner
         provided pursuant thereto.

                  (c) A copy of each such report shall, at the time of such
         transmission to the Depositor, be filed by the Depositor with each
         stock exchange upon which the Trust Securities are listed and with the
         Commission.

         Section 8.15 Reports to the Property Trustee.

         The Depositor and the Administrative Trustees on behalf of the Trust
shall provide to the Property Trustee such documents, reports and information as
required by Section 3.14 of the Trust Indenture Act (if any) and the compliance
certificate required by Section 3.14(a) of the Trust Indenture Act in the form,
in the manner and at the times required by Section 3.14 of the Trust Indenture
Act.

         Section 8.16 Evidence of Compliance with Conditions Precedent.

         Each of the Depositor and the Administrative Trustees on behalf of the
Trust shall provide to the Property Trustee such evidence of compliance with any
conditions precedent, if any, provided for in this Trust Agreement that relate
to any of the matters set forth in Section 3.14(c) of the Trust Indenture Act.
Any certificate or opinion required to be given by an officer pursuant to
Section 3.14(c)(1) of the Trust Indenture Act shall be given in the form of an
Officers' Certificate.

         Section 8.17 Number of Trustees.

                  (a) The number of Trustees shall be four, provided that the
         Holder of all of the Common Securities by written instrument may
         increase or decrease the number of Administrative Trustees.

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

                  (c) The death, resignation, retirement, removal, bankruptcy,
         incompetence or incapacity to perform the duties of a Trustee shall not
         operate to

                                       48
<PAGE>
         annul, dissolve or terminate the Trust. Whenever a vacancy in the
         number of Administrative Trustees shall occur, until such vacancy is
         filled by the appointment of an Administrative Trustee in accordance
         with Section 8.10, the Administrative Trustees in office, regardless of
         their number (and notwithstanding any other provision of this Trust
         Agreement), shall have all the powers granted to the Administrative
         Trustees and shall discharge all the duties imposed upon the
         Administrative Trustees by this Trust Agreement.

         Section 8.18 Delegation of Power.

                  (a) Any Administrative Trustee may, by power of attorney
         consistent with applicable law, delegate to any other natural person
         over the age of 21 his or her power for the purpose of executing any
         documents contemplated in Section 2.7(a), including any registration
         statement or amendment thereto filed with the Commission, or making any
         other governmental filing; and

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

                                   ARTICLE IX
                       DISSOLUTION, LIQUIDATION AND MERGER

         Section 9.1 Dissolution Upon Expiration Date.

         Unless earlier dissolved, the Trust shall automatically dissolve on
-, - (the "Expiration Date"), following the distribution of the Trust
Property in accordance with Section 9.4.

         Section 9.2 Early Dissolution.

         The first to occur of any of the following events is an "Early
Termination Event", upon the occurrence of which the Trust shall be dissolved:

                  (a) the occurrence of a Bankruptcy Event in respect of, or the
         dissolution or liquidation of, the Depositor;

                  (b) the occurrence of a Tax Event or an Investment Company
         Event (each, a "Special Event"), or the Trust is or will not be taxed
         as a grantor trust but a Tax Event has not occurred (a "Grantor Trust
         Event"), and written direction is given to the Property Trustee from
         the Depositor within 45 days of such Special

                                       49
<PAGE>
         Event or Grantor Trust Event (which direction is optional and wholly
         within the discretion of the Depositor) to dissolve the Trust and
         distribute Debentures to Securityholders in accordance with Section
         9.4;

                  (c) the redemption of all of the Preferred Securities; and

                  (d) an order for dissolution of the Trust shall have been
         entered by a court of competent jurisdiction.

         Section 9.3 Termination.

         The respective obligations and responsibilities of the Trustees and the
Trust created and continued hereby shall terminate upon the latest to occur of
the following: (a) the distribution by the Property Trustee to Securityholders
upon the liquidation of the Trust pursuant to Section 9.4, or upon the
redemption of all of the Trust Securities pursuant to Section 4.2, of all
amounts required to be distributed hereunder upon the final payment of the Trust
Securities; (b) the payment of any expenses owed by the Trust; and (c) the
discharge of all administrative duties of the Administrative Trustees, including
the performance of any tax reporting obligations with respect to the Trust or
the Securityholders.

         Section 9.4 Liquidation.

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

                           (i) state the Liquidation Date;

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

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

                                       50
<PAGE>
                  (b) Except where Section 9.2(c) or 9.4(d) applies, in order to
         effect the liquidation of the Trust and distribution of the Debentures
         to Securityholders, the Property Trustee shall establish a record date
         for such distribution (which shall be not more than 45 days prior to
         the Liquidation Date) and, either itself acting as exchange agent or
         through the appointment of a separate exchange agent, shall establish
         such procedures as it shall deem appropriate to effect the distribution
         of Debentures in exchange for the Outstanding Trust Securities
         Certificates.

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

                  (d) In the event that, notwithstanding the other provisions of
         this Section 9.4, whether because of an order for dissolution entered
         by a court of competent jurisdiction or otherwise, distribution of the
         Debentures in the manner provided herein is determined by the Property
         Trustee not to be practical, the Trust Property shall be liquidated,
         and the Trust shall be wound-up by the Property Trustee in such manner
         as the Property Trustee determines. In such event, Securityholders will
         be entitled to receive out of the assets of the Trust available for
         distribution to Securityholders, after satisfaction of liabilities to
         creditors of the Trust as provided by applicable law, an amount equal
         to the Liquidation Amount per Trust Security plus accrued and unpaid
         Distributions thereon to the date of payment (such amount being the
         "Liquidation Distribution"). If, upon any such winding up the
         Liquidation Distribution can be paid only in part because the Trust has
         insufficient assets available to pay in full the aggregate Liquidation
         Distribution, then, subject to the next succeeding sentence, the
         amounts payable by the Trust on the Trust Securities shall be paid on a
         pro rata basis (based upon Liquidation Amounts). The Holder of the
         Common Securities will be entitled to receive Liquidation Distributions
         upon any such dissolution, winding-up or termination pro rata
         (determined as aforesaid)

                                       51
<PAGE>
         with Holders of Preferred Securities, except that, if a Debenture Event
         of Default has occurred and is continuing, the Preferred Securities
         shall have a priority over the Common Securities.

         Section 9.5 Mergers, Consolidations, Amalgamations or Replacements of
                     the Trust.

         The Trust may not merge with or into, consolidate, amalgamate, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any corporation or other body, except pursuant
to this Section 9.5 or Section 9.4. At the request of the Depositor, with the
consent of the Administrative Trustees and without the consent of the holders of
the Preferred Securities, the Trust may merge with or into, consolidate,
amalgamate, or be replaced by a trust organized as such under the laws of any
State; provided, that (i) such successor entity either (a) expressly assumes all
of the obligations of the Trust with respect to the Preferred Securities or (b)
substitutes for the Preferred Securities other securities having substantially
the same terms as the Preferred Securities (the "Successor Securities") so long
as the Successor Securities rank the same as the Preferred Securities rank in
priority with respect to distributions and payments upon liquidation, redemption
and otherwise, (ii) the Depositor expressly appoints a trustee of such successor
entity possessing the same powers and duties as the Property Trustee as the
holder of the Debentures, (iii) the Successor Securities are listed, or any
Successor Securities will be listed upon notification of issuance, on any
national securities exchange or other organization on which the Preferred
Securities are then listed, if any, (iv) such merger, consolidation,
amalgamation or replacement does not cause the Preferred Securities (including
any Successor Securities) to be downgraded by any nationally recognized
statistical rating organization, (v) such merger, consolidation, amalgamation or
replacement does not adversely affect the rights, preferences and privileges of
the holders of the Preferred Securities (including any Successor Securities) in
any material respect, (vi) such successor entity has a purpose substantially
identical to that of the Trust, (vii) prior to such merger, consolidation,
amalgamation or replacement, the Depositor has received an Opinion of Counsel to
the effect that (a) such merger, consolidation, amalgamation or replacement does
not adversely affect the rights, preferences and privileges of the holders of
the Preferred Securities (including any Successor Securities) in any material
respect, and (b) following such merger, consolidation, amalgamation or
replacement, neither the Trust nor such successor entity will be required to
register as an investment company under the 1940 Act and (viii) the Depositor
owns all of the common securities of such successor entity and guarantees the
obligations of such successor entity under the Successor Securities at least to
the extent provided by the Guarantee. Notwithstanding the foregoing, the Trust
shall not, except with the consent of holders of 100% in Liquidation Amount of
the Preferred Securities, consolidate, amalgamate, merge with or into, or be
replaced by any other entity or permit any other entity to consolidate,
amalgamate, merge with or into, or replace it if such consolidation,
amalgamation, merger or replacement would cause the Trust or the

                                       52
<PAGE>
successor entity to be classified as other than a grantor trust for federal
income tax purposes.

                                   ARTICLE X
                            MISCELLANEOUS PROVISIONS

         Section 10.1 Limitation of Rights of Securityholders.

         The death or incapacity of any Person having an interest, beneficial or
otherwise, in Trust Securities shall not operate to terminate this Trust
Agreement, nor annul, dissolve or terminate the Trust, nor entitle the legal
representatives or heirs of such person or any Securityholder for such person,
to claim an accounting, take any action or bring any proceeding in any court for
a partition or winding up of the arrangements contemplated hereby, nor otherwise
affect the rights, obligations and liabilities of the parties hereto or any of
them.

         Section 10.2 Amendment.

                  (a) This Trust Agreement may be amended from time to time by
         the Administrative Trustees and the Depositor, without the consent of
         any Securityholders, (i) to cure any ambiguity, correct or supplement
         any provision herein or therein which may be inconsistent with any
         other provision herein or therein, or to make any other provisions with
         respect to matters or questions arising under this Trust Agreement,
         which shall not be inconsistent with the other provisions of this Trust
         Agreement, or (ii) to modify, eliminate or add to any provisions of
         this Trust Agreement to such extent as shall be necessary to ensure
         that the Trust will be classified for Federal income tax purposes as a
         grantor trust at all times that any Trust Securities are outstanding or
         to ensure that the Trust will not be required to register as an
         "investment company" under the 1940 Act; provided, however, that in the
         case of clause (i), such action shall not adversely affect in any
         material respect the interests of any Securityholder, and any such
         amendments of this Trust Agreement shall become effective when notice
         thereof is given to the Securityholders.

                  (b) Except as provided in Section 10.2(c) hereof, any
         provision of this Trust Agreement may be amended by the Administrative
         Trustees and the Depositor with (i) the consent of Trust
         Securityholders representing not less than a majority (based upon
         Liquidation Amounts) of the Trust Securities then Outstanding 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 federal income tax purposes or the Trust's exemption
         from status of an "investment company" under the 1940 Act.

                                       53
<PAGE>
                  (c) In addition to and notwithstanding any other provision in
         this Trust Agreement, without the consent of each affected
         Securityholder, this Trust Agreement 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 Securityholder to institute suit for the
         enforcement of any such payment on or after such date; notwithstanding
         any other provision herein without the unanimous consent of the
         Securityholders, this paragraph (c) of this Section 10.2 may not be
         amended.

                  (d) Notwithstanding any other provisions of this Trust
         Agreement, no Trustee shall enter into or consent to any amendment to
         this Trust Agreement which would cause the Trust to fail or cease to
         qualify for the exemption from status of an "investment company" under
         the 1940 Act.

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

                  (f) In the event that any amendment to this Trust Agreement is
         made, the Administrative Trustees shall promptly provide to the
         Depositor a copy of such amendment.

                  (g) No amendment to this Trust Agreement shall be adopted that
         affects the Property Trustee's or the Delaware Trustee's rights, duties
         or immunities under this Trust Agreement without the consent of the
         Property Trustee or the Delaware Trustee, as the case may be. The
         Property Trustee shall be entitled to receive and conclusively rely on
         an Opinion of Counsel and an Officer's Certificate stating that any
         amendment to this Trust Agreement is in compliance with this Trust
         Agreement.

         Section 10.3 Separability.

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

         Section 10.4 Governing Law.

         This Trust Agreement and the rights and obligations of each of the
Securityholders, the Trust and the Trustees with respect to this Trust Agreement
and the Trust Securities shall be construed in accordance with and governed by
the laws of the State of Delaware without regard to principles of conflicts of
laws.

                                       54
<PAGE>
         Section 10.5 Payments Due on Non-Business Day.

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

         Section 10.6 Successors.

         This Trust Agreement shall be binding upon and shall inure to the
benefit of any successor to the Depositor, the Trust or the Relevant Trustee,
including any successor by operation of law. Except in connection with a
consolidation, merger or sale involving the Depositor that is permitted under
Article Eight of the Indenture and pursuant to which the assignee agrees in
writing to perform the Depositor's obligations hereunder, the Depositor shall
not assign its obligations hereunder.

         Section 10.7 Headings.

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

         Section 10.8 Reports, Notices and Demands.

         Any report, notice, demand or other communication which by any
provision of this Trust Agreement is required or permitted to be given or served
to or upon any Securityholder or the Depositor may be given or served in writing
by deposit thereof, first-class postage prepaid, in the United States mail, hand
delivery or facsimile transmission, in each case, addressed, (a) in the case of
a Preferred Securityholder, to such Preferred Securityholder as such
Securityholder's name and address may appear on the Securities Register; and (b)
in the case of the Common Securityholder or the Depositor, to Principal
Financial Group, Inc., 711 High Street, Des Moines, Iowa 50392, Attention:
[Treasurer], facsimile no.: (515) [ ]. Any notice to Preferred Securityholders
shall also be given to such owners as have, within two years preceding the
giving of such notice, filed their names and addresses with the Property Trustee
for that purpose. Such notice, demand or other communication to or upon a
Securityholder shall be deemed to have been sufficiently given or made, for all
purposes, upon hand delivery, mailing or transmission.

         Any notice, demand or other communication which by any provision of
this Trust Agreement is required or permitted to be given or served to or upon
the Trust, the Property Trustee or the Administrative Trustees shall be given in
writing addressed (until another address is published by the Trust) as follows:
(a) with respect to the Property Trustee to __________, _________, ___________,
Attention: ___________; (b) with

                                       55
<PAGE>
respect to the Delaware Trustee, to __________, _________, ___________,
Attention: ___________; and (c) with respect to the Administrative Trustees, to
them at the address above for notices to the Depositor, marked "Attention:
Administrative Trustees of __________." Such notice, demand or other
communication to or upon the Trust or the Property Trustee shall be deemed to
have been sufficiently given or made only upon actual receipt of the writing by
the Trust or the Property Trustee.

         Section 10.9 Agreement Not to Petition.

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

         Section 10.10 Trust Indenture Act; Conflict with Trust Indenture Act.

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

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

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

                                       56
<PAGE>
                  (d) The application of the Trust Indenture Act to this Trust
         Agreement shall not affect the nature of the Securities as equity
         securities representing undivided beneficial interests in the assets of
         the Trust.

         Section 10.11 Acceptance of Terms of Trust Agreement, Guarantee and
                       Indenture.

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

                                    PRINCIPAL FINANCIAL GROUP, INC.




                                    By:  _________________________
                                    Name:
                                    Title:

                                       57
<PAGE>
                                    __________, as Property Trustee
                                    and Delaware Trustee


                                    By:  _______________________
                                    Name:
                                    Title:


                                    By:  _________________________
                                    as Administrative Trustee


                                    By:  _________________________
                                    as Administrative Trustee

                                       58
<PAGE>
                                                                       Exhibit A

                              CERTIFICATE OF TRUST
                                       OF
                                [______________]

         This CERTIFICATE OF TRUST of [______________] (the "Trust"), is being
duly executed and filed by the undersigned, as trustee, to form a statutory
trust under the Delaware Statutory Trust Act (12 Del. Code Section 3801 et seq.)
(the "Act").

         1. Name. The name of the statutory trust being formed hereby is
"[______________]."

         2. Delaware Trustee. The name and business address of the trustee of
the Trust with a principal place of business in the State of Delaware is
__________, _________, ___________, Attention: ___________; .

         3. Effective Date. This Certificate of Trust shall be effective as of
its filing.

         IN WITNESS WHEREOF, the undersigned trustee of the Trust, has executed
this Certificate of Trust in accordance with Section 3811(a) of the Act.

                                                     __________,
                                                     as Trustee

                                                     By: ______________
                                                     Name:
                                                     Title:

                                       59
<PAGE>
                                                                       Exhibit B

                                                           __________ ___, _____


The Depository Trust Company
55 Water Street, 49th Floor
New York, New York 10041-0099.

Attention:    ________________________
              General Counsel's Office

Re: [           ][Quarterly] Income Preferred Securities

Ladies and Gentlemen:

         The purpose of this letter is to set forth certain matters relating to
the issuance and deposit with The Depository Trust Company ("DTC") of
[_______________________] [_________]% Cumulative [Quarterly] Income Preferred
Securities, Series A (the "Preferred Securities"), of [_____________], a
Delaware statutory trust (the "Issuer"), formed pursuant to a Trust Agreement
between Principal Financial Group, Inc. ("Principal") and __________, as
Trustee. The payment of distributions on the Preferred Securities to the extent
the Issuer has funds available for the payment thereof, and payments due upon
liquidation of Issuer or redemption of the Preferred Securities are guaranteed
by Principal to the extent set forth in a Guarantee Agreement, dated __________
__, ____, by Principal with respect to the Preferred Securities. Principal and
the Issuer propose to sell the Preferred Securities to certain Underwriters (the
"Underwriters") pursuant to an Underwriting Agreement, dated __________ __,
200_, by and among the Underwriters, the Issuer and Principal dated _________
__, ____ and the Underwriters wish to take delivery of the Preferred Securities
through DTC. __________ is acting as transfer agent and registrar with respect
to the Preferred Securities (the "Transfer Agent and Registrar").

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

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

                  Unless this certificate is presented by an authorized
                  representative of The Depository Trust Company, a New York
                  corporation ("DTC"), to Issuer or its agent for

                                       60
<PAGE>
                  registration of transfer, exchange, or payment, and any
                  certificate issued is registered in the name of Cede & Co. or
                  in such other name as is requested by an authorized
                  representative of DTC (and any payment is made to Cede & Co.
                  or to such other entity as is requested by an authorized
                  representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
                  HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
                  inasmuch as the registered owner hereof, Cede & Co., has an
                  interest herein.

         2.       The Amended and Restated Trust Agreement of the Issuer
                  provides for the voting by holders of the Preferred Securities
                  under certain limited circumstances. The Issuer shall
                  establish a record date for such purposes and shall, to the
                  extent possible, give DTC notice of such record date not less
                  than 15 calendar days in advance of such record date.

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

         4.       In the event of distribution on, or an offering or issuance of
                  rights with respect to, the Preferred Securities outstanding,
                  the Issuer or the Transfer Agent and Registrar shall send DTC
                  a notice specifying: (a) the amount of and conditions, if any,
                  applicable to the payment of any such distribution or any such
                  offering or issuance of rights; (b) any applicable expiration
                  or deadline date, or any date by which any action on the part
                  of the holders of Preferred Securities is required; and (c)
                  the date any required notice is to be mailed by or on behalf
                  of the Issuer to holders of Preferred Securities or published
                  by or on behalf of the Issuer (whether by mail or publication,
                  the "Publication Date"). Such notice shall be sent to DTC by a
                  secure means (e.g., legible telecopy, registered or certified
                  mail, overnight delivery) in a timely manner designed to
                  assure that such notice is in DTC's possession no later than
                  the close of business on the business day before the
                  Publication Date. The Issuer or the Transfer Agent and
                  Registrar will forward such notice either in a separate secure
                  transmission for each CUSIP number or in a secure transmission
                  of multiple CUSIP numbers (if applicable) that includes a
                  manifest or list of each CUSIP number submitted in that
                  transmission. (The party sending such notice shall have a
                  method to verify subsequently the use of such means and the
                  timeliness of such notice.) The Publication Date shall be not
                  less than 30

                                       61
<PAGE>
                  calendar days nor more than 60 calendar days prior to the
                  payment of any such distribution or any such offering or
                  issuance of rights with respect to the Preferred Securities.
                  After establishing the amount of payment to be made on the
                  Preferred Securities, the Issuer or the Transfer Agent and
                  Registrar will notify DTC's Dividend Department of such
                  payment 5 business days prior to payment date. Notices to
                  DTC's Dividend Department by telecopy shall be sent to (212)
                  855-4555. Such notices by mail or by any other means shall be
                  sent to:

                  Manager, Announcements
                  Dividend Department
                  The Depository Trust Company
                  55 Water Street, 25th Floor
                  New York, New York 10041

         The Issuer or the Transfer Agent and Registrar shall confirm DTC's
receipt of such telecopy by telephoning the Dividend Department at (212)
855-4550.

         5.       In the event of a redemption by the Issuer of the Preferred
                  Securities, notice specifying the terms of the redemption and
                  the Publication Date of such notice shall be sent by the
                  Issuer or the Transfer Agent and Registrar to DTC not less
                  than 30 calendar days prior to such event by a secure means in
                  the manner set forth in paragraph 4. Such redemption notice
                  shall be sent to DTC's Call Notification Department at (212)
                  855-7232, (212) 855-7233 or (212) 855-7234 and receipt of such
                  notice shall be confirmed by telephoning (212) 855-7207.
                  Notice by mail or by any other means shall be sent to:

                  Call Notification Department
                  The Depository Trust Company
                  55 Water Street, 50th Floor
                  New York, New York 10041

         6.       In the event of any invitation to tender the Preferred
                  Securities, notice specifying the terms of the tender and the
                  Publication Date of such notice shall be sent by the Issuer or
                  the Transfer Agent and Registrar to DTC by a secure means and
                  in a timely manner as described in paragraph 4. Notices to DTC
                  pursuant to this paragraph and notices of other corporate
                  actions (including mandatory tenders, exchanges and capital
                  changes), shall be sent, unless notification to another
                  department is expressly provided for herein, by telecopy to
                  DTC's Reorganization Department at (212) 855-5240 or (212)
                  855-5488 and receipt of such notice shall be

                                       62
<PAGE>
                  confirmed by telephoning (212) 855-5235 or (212) 855-5489, or
                  by mail or any other means to:

                  Manager, Reorganization Department
                  Reorganization Window
                  The Depository Trust Company
                  55 Water Street, 50th Floor
                  New York, New York 10041

         7.       All notices and payment advices sent to DTC shall contain the
                  CUSIP number or numbers of the Preferred Securities and the
                  accompanying designation of the Preferred Securities, which,
                  as of the date of this letter is "[______________] _____%
                  Cumulative [Quarterly] Income Preferred Securities."

         8.       Distribution payments or other cash payments with respect to
                  the Preferred Securities evidenced by the Global Certificate
                  shall be received by Cede & Co., as nominee of DTC, or its
                  registered assigns in next day funds on each payment date (or
                  in accordance with existing arrangements between the Issuer or
                  the Transfer Agent and Registrar and DTC). Such payments shall
                  be made payable to the order of Cede & Co., and shall be
                  addressed as follows:

                  NDFS Redemption Department
                  The Depository Trust Company
                  55 Water Street, 25th Floor
                  New York, New York 10041

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

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

         11.      DTC may discontinue its services as a securities depositary
                  with respect to the Preferred Securities at any time by giving
                  at least 90 days' prior

                                       63
<PAGE>
                  written notice to the Issuer and the Transfer Agent and
                  Registrar (at which time DTC will confirm with the Issuer or
                  the Transfer Agent and Registrar the aggregate number of
                  Preferred Securities deposited with it) and discharging its
                  responsibilities with respect thereto under applicable law.
                  Under such circumstances, the Issuer may determine to make
                  alternative arrangements for book-entry settlement for the
                  Preferred Securities, make available one or more separate
                  global certificates evidencing Preferred Securities to any
                  Participant having Preferred Securities credited to its DTC
                  account, or issue definitive Preferred Securities to the
                  beneficial holders thereof, and in any such case, DTC agrees
                  to cooperate fully with the Issuer and the Transfer Agent and
                  Registrar and to return the Global Certificate, duly endorsed
                  for transfer as directed by the Issuer or the Transfer Agent
                  and Registrar, together with any other documents of transfer
                  reasonably requested by the Issuer or the Transfer Agent and
                  Registrar.

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

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

         Nothing herein shall be deemed to require the Transfer Agent and
Registrar to advance funds on behalf of [______________].

                                     Very truly yours,


                                     [______________]
                                     (As Issuer)

                                     By:  [Name of Trustee]
                                          -----------------------------
                                          Administrative Trustee

                                       64
<PAGE>
                                     By: __________________________________
                                          Name:
                                          Title:
                                          (As Transfer Agent and Registrar)



                                     By: __________________________________
                                          Name:
                                          Title:

RECEIVED AND ACCEPTED:

THE DEPOSITORY TRUST COMPANY

By:________________________________
     Authorized Officer


                                       65
<PAGE>
                                                                       Exhibit C


         THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT AS PROVIDED IN THE
                       TRUST AGREEMENT (AS DEFINED BELOW)

Certificate Number                               Number of Common Securities

C--

                    Certificate Evidencing Common Securities

                                       of

                                [______________]

                              -% Common Securities

                  (liquidation amount $25 per Common Security)

         [______________], a statutory trust formed under the laws of the State
of Delaware (the "Trust"), hereby certifies that Principal Financial Group, Inc.
(the "Holder") is the registered owner of - (-) common securities of the Trust
representing undivided beneficial interests in the assets of the Trust and
designated the -% Common Securities (liquidation amount $25 per Common Security)
(the "Common Securities"). In accordance with Section 5.10 of the Trust
Agreement (as defined below) the Common Securities are not transferable and, to
the fullest extent permitted by law, any attempted transfer hereof shall be
void. The designations, rights, privileges, restrictions, preferences and other
terms and provisions of the Common Securities are set forth in, and this
certificate and the Common Securities represented hereby are issued and shall in
all respects be subject to the terms and provisions of, the Amended and Restated
Trust Agreement of the Trust, dated as of -, 200-, as the same may be amended
from time to time (the "Trust Agreement") including the designation of the terms
of the Common Securities as set forth therein. The Trust will furnish a copy of
the Trust Agreement to the Holder without charge upon written request to the
Trust at its principal place of business or registered office.

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

                                       66
<PAGE>
         IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has
executed this certificate this ______ day of ________ ____.

                                       [______________]





                                       By___________________________
                                       Name:
                                       Administrative Trustee

                                       67
<PAGE>
                                                                       Exhibit D

                    AGREEMENT AS TO EXPENSES AND LIABILITIES

         AGREEMENT, dated as of -, 200-, between Principal Financial
Group, Inc., a Delaware corporation ("Principal"), and [______________], a
Delaware statutory trust (the "Trust").

         WHEREAS, the Trust intends to issue its Common Securities (the "Common
Securities") to and receive Debentures from Principal and to issue and sell
-% - (the "Preferred Securities") with such powers, preferences and
special rights and restrictions as are set forth in the Amended and Restated
Trust Agreement of the Trust dated as of -, 20- as the same may be
amended from time to time (the "Trust Agreement");

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

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

                                    ARTICLE I

         Section 1.1 Guarantee by Principal.

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

         Section 1.2. Term of Agreement.

         This Agreement shall terminate and be of no further force and effect
upon the later of (a) the date on which full payment has been made of all
amounts payable to all holders of all the Preferred Securities (whether upon
redemption, liquidation, exchange or otherwise) and (b) the date on which there
are no Beneficiaries remaining; provided, however, that this Agreement shall
continue to be effective or shall be reinstated, as the case may be, if at any
time any holder of Preferred Securities or any Beneficiary must restore payment
of any sums paid under the Preferred Securities, under any Obligation,

                                       68
<PAGE>
under the Guarantee Agreement dated the date hereof by Principal and __________
as guarantee trustee or under this Agreement for any reason whatsoever. This
Agreement is continuing, irrevocable, unconditional and absolute.

         Section 1.3. Waiver of Notice.

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

         Section 1.4. No Impairment.

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

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

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

                  (c) the voluntary or involuntary liquidation, dissolution,
         sale of any collateral, receivership, insolvency, bankruptcy,
         assignment for the benefit of creditors, reorganization, arrangement,
         composition or readjustment of debt, or other similar proceedings
         affecting the Trust or any of the assets of the Trust.

There shall be no obligation of the Beneficiaries to give notice to, or obtain
the consent of, Principal with respect to the happening of any of the foregoing.

         Section 1.5. Enforcement.

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

                                       69
<PAGE>
                                   ARTICLE II

         Section 2.1. Binding Effect.

         All guarantees and agreements contained in this Trust Agreement shall
bind the successors, assigns, receivers, trustees and representatives of
Principal and shall inure to the benefit of the Beneficiaries.

         Section 2.2. Amendment.

         So long as there remains any Beneficiary or any Preferred Securities of
any series are outstanding, this Agreement shall not be modified or amended in
any manner adverse to such Beneficiary or to the holders of the Preferred
Securities.

         Section 2.3. Notices.

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

         [______________]
         c/o __________
         _______________
         _______________
         Facsimile No.: ___________
         Attention: ______________

         Principal Financial Group, Inc.
         711 High Street
         Des Moines, Iowa 50392
         Facsimile No.: (515) [               ]
         Attention: [Treasurer]

         Section 2.4 This Agreement shall be governed by and construed and
interpreted in accordance with the laws of the State of New York.

                                       70
<PAGE>
         THIS AGREEMENT is executed as of the day and year first above written.

                                          PRINCIPAL FINANCIAL GROUP, INC.


                                          By:_________________________
                                          Name:
                                          Title:


                                          [______________]



                                          By:_________________________
                                          Name:
                                          Administrative Trustee

                                       71
<PAGE>
                                                                       Exhibit E


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

         Unless this Preferred Security is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York) to
[______________] or its agent for registration of transfer, exchange or payment,
and any Preferred Security issued is registered in the name of Cede & Co. or
such other name as 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 inasmuch as
the registered owner hereof, Cede & Co., has an interest herein.

Certificate Number                          Number of Preferred Securities

P-

                                            CUSIP NO.

                   Certificate Evidencing Preferred Securities

                                       of

                                [______________]

                                       -%,

                                    Series -

                 (liquidation amount $25 per Preferred Security)

         [______________], a statutory trust formed under the laws of the State
of Delaware (the "Trust"), hereby certifies that - (the "Holder") is the
registered owner of - (-) preferred securities of the Trust representing an
undivided beneficial interest in the assets of the Trust and designated the
[______________] -% -, Series A- (liquidation amount $25 per Preferred Security)
(the "Preferred Securities"). The Preferred Securities are transferable on the
books and records of the Trust, in person or by a duly authorized attorney, upon
surrender of this certificate duly endorsed and in proper form for transfer

                                       72
<PAGE>
as provided in Section 5.4 of the Trust Agreement (as defined below). The
designations, rights, privileges, restrictions, preferences and other terms and
provisions of the Preferred Securities are set forth in, and this certificate
and the Preferred Securities represented hereby are issued and shall in all
respects be subject to the terms and provisions of, the Amended and Restated
Trust Agreement of the Trust dated as of -, 200-, as the same may be amended
from time to time (the "Trust Agreement") including the designation of the terms
of Preferred Securities as set forth therein. The Holder is entitled to the
benefits of the Guarantee Agreement entered into by Principal Financial Group,
Inc., a Delaware corporation, and __________, as guarantee trustee, dated as of
-, 200-, as the same may be amended from time to time (the "Guarantee"), to the
extent provided therein. The Trust will furnish a copy of the Trust Agreement
and the Guarantee to the Holder without charge upon written request to the Trust
at its principal place of business or registered office.

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

         IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has
executed this certificate this - day of -, -.

                                      [______________]



                                      By:______________________________
                                      Name:
                                      Administrative Trustee

                                       73
<PAGE>
                                   ASSIGNMENT

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

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

(Insert address and zip code of assignee)

and irrevocably appoints

agent to transfer this Preferred 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 Preferred Security
Certificate)

                                       74
<PAGE>
                                                                         ANNEX C

                               GUARANTEE AGREEMENT

                                     Between

                         Principal Financial Group, Inc.
                                 (as Guarantor)

                                       and

                             [____________________]
                                  (as Trustee)

                                   dated as of

                                        -
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                               Page
                                                                                               ----
<S>           <C>                                                                              <C>
                                    ARTICLE 1

                                   DEFINITIONS

SECTION 1.1   Definitions........................................................................1

                                    ARTICLE 2

                               TRUST INDENTURE ACT

SECTION 2.1   Trust Indenture Act; Application...................................................5
SECTION 2.2   List of Holders....................................................................5
SECTION 2.3   Reports by the Guarantee Trustee...................................................5
SECTION 2.4   Periodic Reports to Guarantee Trustee..............................................5
SECTION 2.5   Evidence of Compliance with Conditions Precedent...................................6
SECTION 2.6   Events of Default; Waiver..........................................................6
SECTION 2.7   Event of Default; Notice...........................................................6
SECTION 2.8   Conflicting Interests..............................................................6

                                    ARTICLE 3

               POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

SECTION 3.1   Powers and Duties of the Guarantee Trustee.........................................7
SECTION 3.2   Certain Rights of Guarantee Trustee................................................8
SECTION 3.3   Indemnity.........................................................................10

                                    ARTICLE 4

                                GUARANTEE TRUSTEE

SECTION 4.1   Guarantee Trustee; Eligibility....................................................10
SECTION 4.2   Appointment, Removal and Resignation of the Guarantee Trustee.....................11

                                    ARTICLE 5

                                    GUARANTEE

SECTION 5.1   Guarantee.........................................................................12
SECTION 5.2   Waiver of Notice and Demand.......................................................12
SECTION 5.3   Obligations Not Affected..........................................................12
SECTION 5.4   Rights of Holders.................................................................13
SECTION 5.5   Guarantee of Payment..............................................................13
</TABLE>


                                        i
<PAGE>
                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                               Page
                                                                                               ----
<S>           <C>                                                                              <C>
SECTION 5.6   Subrogation.......................................................................14
SECTION 5.7   Independent Obligations...........................................................14

                                    ARTICLE 6

                           COVENANTS AND SUBORDINATION

SECTION 6.1   Subordination.....................................................................14
SECTION 6.2   Pari Passu Guarantees.............................................................14

                                    ARTICLE 7

                                   TERMINATION

SECTION 7.1   Termination.......................................................................15

                                    ARTICLE 8

                                  MISCELLANEOUS

SECTION 8.1   Successors and Assigns............................................................15
SECTION 8.2   Amendments........................................................................15
SECTION 8.3   Notices...........................................................................16
SECTION 8.4   Benefit...........................................................................17
SECTION 8.5   Interpretation....................................................................17
SECTION 8.6   GOVERNING LAW.....................................................................17
</TABLE>


                                       ii
<PAGE>
                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
         Section of                                                                          Section of
         Trust Indenture Act                                                                 Guarantee
         of 1939, as amended                                                                 Agreement
         -------------------                                                                 ---------
<S>                                                                                          <C>
         310(a).................................................................             4.1(a)
         310(b).................................................................             4.1(c), 208
         310(c).................................................................             Inapplicable
         311(a).................................................................             2.2(b)
         311(b).................................................................             2.2(b)
         311(c).................................................................             Inapplicable
         312(a).................................................................             2.2(a)
         312(b).................................................................             2.2(b)
         313....................................................................             2.3
         314(a).................................................................             2.4
         314(b).................................................................             Inapplicable
         314(c).................................................................             2.5
         314(d).................................................................             Inapplicable
         314(e).................................................................             1.1, 2.5, 3.2
         314(f).................................................................             2.1, 3.2
         315(a).................................................................             3.1(d)
         315(b).................................................................             2.7
         315(c).................................................................             3.1
         315(d).................................................................             3.1(d)
         316(a).................................................................             1.1, 2.6, 5.4
         316(b).................................................................             5.3
         316(c).................................................................             8.2
         317(a).................................................................             Inapplicable
         317(b).................................................................             Inapplicable
         318(a).................................................................             2.1(b)
         318(b).................................................................             2.1
         318(c).................................................................             2.1(a)
</TABLE>

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


                                      iii
<PAGE>
                               GUARANTEE AGREEMENT

      This GUARANTEE AGREEMENT, dated as of -, 200-, is executed and
delivered by Principal Financial Group, Inc., a Delaware corporation (the
"Guarantor"), and [____________________], a [________________] organized under
the laws of the State of Delaware, as trustee (the "Guarantee Trustee"), for the
benefit of the Holders (as defined herein) from time to time of the Preferred
Securities (as defined herein) of [____________________], a Delaware statutory
trust (the "Issuer").

      WHEREAS, pursuant to an Amended and Restated Trust Agreement (the "Trust
Agreement"), dated as of -, 200-, among the Trustees named therein,
the Guarantor, as Depositor, and the Holders from time to time of undivided
beneficial interests in the assets of the Issuer, the Issuer is issuing -
of its -% Preferred Securities, Series A (liquidation preference $25 per
preferred security) (the "Preferred Securities") representing preferred
undivided beneficial interests in the assets of the Issuer and having the terms
set forth in the Trust Agreement;

      WHEREAS, the Preferred Securities will be issued by the Issuer and the
proceeds thereof, together with the proceeds from the issuance of the Issuer's
Common Securities (as defined below), will be used to purchase the Debentures
(as defined in the Trust Agreement) of the Guarantor which will be deposited
with [____________________], as Property Trustee under the Trust Agreement, as
trust assets; and

      WHEREAS, as incentive for the Holders to purchase Preferred Securities the
Guarantor desires irrevocably and unconditionally to agree, to the extent set
forth herein, to pay to the Holders of the Preferred Securities the Guarantee
Payments (as defined herein) and to make certain other payments on the terms and
conditions set forth herein.

      NOW, THEREFORE, in consideration of the purchase by each Holder of
Preferred Securities, which purchase the Guarantor hereby agrees shall benefit
the Guarantor, the Guarantor executes and delivers this Guarantee Agreement for
the benefit of the Holders from time to time of the Preferred Securities.

                                    ARTICLE 1
                                   DEFINITIONS

      SECTION 1.1 Definitions.

      As used in this Guarantee Agreement, the terms set forth below shall,
unless the context otherwise requires, have the following meanings. Capitalized
or otherwise defined terms used but not otherwise defined herein shall have the
meanings assigned to such terms in the Trust Agreement as in effect on the date
hereof.
<PAGE>
      "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person, provided, however, that an Affiliate of the
Guarantor shall not be deemed to include the Issuer. For the purposes of this
definition, "control" when used with respect to any specified Person means the
power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

      "Common Securities" means the securities representing common beneficial
interests in the assets of the Issuer.

      "Debt" means, with respect to any Person, whether recourse is to all or a
portion of the assets of such Person and whether or not contingent, (i) every
obligation of such Person for money borrowed; (ii) every obligation of such
Person evidenced by bonds, debentures, notes or other similar instruments,
including obligations incurred in connection with the acquisition of property,
assets or businesses; (iii) every reimbursement obligation of such Person with
respect to letters of credit, bankers' acceptances or similar facilities issued
for the account of such Person; (iv) every obligation of such Person issued or
assumed as the deferred purchase price of property or services (but excluding
trade accounts payable or accrued liabilities arising in the ordinary course of
business); (v) every capital lease obligation of such Person; and (vi) every
obligation of the type referred to in clauses (i) through (v) of another Person
and all dividends of another Person the payment of which, in either case, such
Person has guaranteed or is responsible or liable, directly or indirectly, as
obligor or otherwise.

      "Event of Default" means a default by the Guarantor on any of its payment
or other obligations under this Guarantee Agreement; provided, however, that,
except with respect to a default in payment of any Guarantee Payments, the
Guarantor shall have received notice of default and shall not have cured such
default within 60 days after receipt of such notice.

      "Expenses" has the meaning specified in Section 3.3.

      "Guarantee Payments" means the following payments or distributions,
without duplication, with respect to the Preferred Securities, to the extent not
paid or made by or on behalf of the Issuer: (i) any accrued and unpaid
Distributions (as defined in the Trust Agreement) required to be paid on the
Preferred Securities, to the extent the Issuer shall have funds on hand
available therefor, (ii) the redemption price, including all accrued and unpaid
Distributions to the date of redemption (the "Redemption Price"), with respect
to the Preferred Securities called for redemption by the Issuer to the extent
the Issuer shall have funds on hand available therefor, and (iii) upon a
voluntary or involuntary termination, winding-up or liquidation of the Issuer,
unless Debentures are distributed to


                                        2
<PAGE>
the Holders, the lesser of (a) the aggregate of the liquidation preference of
$25 per Preferred Security plus accrued and unpaid Distributions on the
Preferred Securities to the date of payment to the extent the Issuer shall have
funds on hand available to make such payment and (b) the amount of assets of the
Issuer remaining available for distribution to Holders in liquidation of the
Issuer (in either case, the "Liquidation Distribution").

      "Guarantee Trustee" means [____________________] (not in its individual
capacity but solely in its trustee capacity), until a Successor Guarantee
Trustee has been appointed and has accepted such appointment pursuant to the
terms of this Guarantee Agreement and thereafter means each such Successor
Guarantee Trustee.

      "Holder" means any holder, as registered on the books and records of the
Issuer, of any Preferred Securities; provided, however, that in determining
whether the holders of the requisite percentage of Preferred Securities have
given any request, notice, consent or waiver hereunder, "Holder" shall not
include the Guarantor, the Guarantee Trustee or any Affiliate of the Guarantor
or the Guarantee Trustee.

      "Indenture" means the Junior Subordinated Indenture dated as of
______________, 200_, as supplemented and amended between the Guarantor and
[____________________], as trustee.

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

      "Majority in liquidation preference of the Securities" means, except as
provided by the Trust Indenture Act, a vote by the Holder(s), voting separately
as a class, of more than 50% of the liquidation preference of all then
outstanding Preferred Securities issued by the Issuer.

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

            (a) a statement that each officer signing the Officers' 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 Officers'
      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


                                        3
<PAGE>
      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.

      "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.

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

      "Senior Debt" means the principal of (and premium, if any) and interest,
if any (including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Guarantor whether or not such
claim for post-petition interest is allowed in such proceeding), on Debt,
whether incurred on or prior to the date of this Guarantee or thereafter
incurred, unless, in the instrument creating or evidencing the same or pursuant
to which the same is outstanding, it is provided that such obligations are not
superior in right of payment to the Guarantee or to other Debt which is pari
passu with, or subordinated to, the Guarantee; provided, however, that Senior
Debt shall not be deemed to include (a) any Debt of the Guarantor which when
incurred and without respect to any election under Section 11.11(b) of the
Bankruptcy Reform Act of 1978, was without recourse to the Company, (b) any Debt
of the Guarantor to any of its Subsidiaries, (c) Debt to any employee of the
Guarantor, (d) any liability for taxes, (e) Debt or other monetary obligations
to trade creditors created or assumed by the Guarantor or any of its
Subsidiaries in the ordinary course of business in connection with the obtaining
of goods, materials or services and (f) Debt issued under the Indenture and (g)
the Guarantee.

      "Successor Guarantee Trustee" means a successor Guarantee Trustee
possessing the qualifications to act as Guarantee Trustee under Section 4.1.

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


                                       4
<PAGE>
                                    ARTICLE 2
                               TRUST INDENTURE ACT

      SECTION 2.1 Trust Indenture Act; Application.

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

      (b) If and to the extent that any provision of this Guarantee Agreement
limits, qualifies or conflicts with the duties imposed by Sections 3.10 to 3.17,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

      SECTION 2.2 List of Holders.

      (a) The Guarantor shall furnish or cause to be furnished to the Guarantee
Trustee (a) semiannually, on or before February 15 and August 15 of each year, a
list, in such form as the Guarantee Trustee may reasonably require, of the names
and addresses of the Holders ("List of Holders") as of a date not more than 15
days prior to the delivery thereof, and (b) at such other times as the Guarantee
Trustee may request in writing, within 30 days after the receipt by the
Guarantor of any such request, a List of Holders as of a date not more than 15
days prior to the time such list is furnished, in each case to the extent such
information is in the possession or control of the Guarantor and is not
identical to a previously supplied list of Holders or has not otherwise been
received by the Guarantee Trustee in its capacity as such. The Guarantee Trustee
may destroy any List of Holders previously given to it on receipt of a new List
of Holders.

      (b) The Guarantee Trustee shall comply with its obligations under Section
3.11(a), Section 3.11(b) and Section 3.12(b) of the Trust Indenture Act.

      SECTION 2.3 Reports by the Guarantee Trustee.

      Within 60 days after - of each year, the Guarantee Trustee shall
provide to the Holders such reports as are required by Section 3.13 of the Trust
Indenture Act, if any, in the form and in the manner provided by Section 3.13 of
the Trust Indenture Act. The Guarantee Trustee shall also comply with the
requirements of Section 3.13(d) of the Trust Indenture Act.

      SECTION 2.4 Periodic Reports to Guarantee Trustee.

      The Guarantor shall provide to the Guarantee Trustee, the Securities and
Exchange Commission and the Holders such documents, reports and information, if
any, as required by Section 3.14 of the Trust Indenture Act and the compliance
certificate


                                       5
<PAGE>
required by Section 3.14 of the Trust Indenture Act in the form, in the manner
and at the times required by Section 3.14 of the Trust Indenture Act.

      SECTION 2.5 Evidence of Compliance with Conditions Precedent.

      The Guarantor shall provide to the Guarantee Trustee such evidence of
compliance with such conditions precedent, if any, provided for in this
Guarantee Agreement that relate to any of the matters set forth in Section
3.14(c) of the Trust Indenture Act. Any certificate or opinion required to be
given by an officer pursuant to Section 3.14(c)(1) may be given in the form of
an Officers' Certificate.

      SECTION 2.6 Events of Default; Waiver.

      The Holders of a Majority in liquidation preference of the Preferred
Securities may, by vote, on behalf of the Holders, waive any past Event of
Default and its consequences. Upon such waiver, any such Event of Default shall
cease to exist, and any Event of Default arising therefrom shall be deemed to
have been cured, for every purpose of this Guarantee Agreement, but no such
waiver shall extend to any subsequent or other default or Event of Default or
impair any right consequent therefrom.

      SECTION 2.7 Event of Default; Notice.

      (a) The Guarantee Trustee shall, within 90 days after the occurrence of an
Event of Default, transmit by mail, first class postage prepaid, to the Holders,
notices of all Events of Default actually known to a Responsible Officer of the
Guarantee Trustee, unless such defaults have been cured before the giving of
such notice, provided, that, except in the case of a default in the payment of a
Guarantee Payment, the Guarantee Trustee shall be protected in withholding such
notice if and so long as the Board of Directors, the executive committee or a
trust committee of directors and/or Responsible Officers of the Guarantee
Trustee in good faith determines that the withholding of such notice is in the
interests of the Holders.

      (b) The Guarantee Trustee shall not be deemed to have knowledge of any
Event of Default unless a Responsible Officer of the Guarantee Trustee shall
have received written notice of such Event of Default.

      SECTION 2.8 Conflicting Interests.

      The Trust Agreement shall be deemed to be specifically described in this
Guarantee Agreement for the purposes of clause (i) of the first proviso
contained in Section 3.10(b) of the Trust Indenture Act.


                                       6
<PAGE>
                                    ARTICLE 3
               POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

      SECTION 3.1 Powers and Duties of the Guarantee Trustee.

      (a) This Guarantee Agreement shall be held by the Guarantee Trustee for
the benefit of the Holders, and the Guarantee Trustee shall not transfer this
Guarantee Agreement to any Person except a Holder exercising his or her rights
pursuant to Section 5.04(iv) or to a Successor Guarantee Trustee on acceptance
by such Successor Guarantee Trustee of its appointment to act as Successor
Guarantee Trustee. The right, title and interest of the Guarantee Trustee shall
automatically vest in any Successor Guarantee Trustee, upon acceptance by such
Successor Guarantee Trustee of its appointment hereunder, and such vesting and
cessation of title shall be effective whether or not conveyancing documents have
been executed and delivered pursuant to the appointment of such Successor
Guarantee Trustee.

      (b) If an Event of Default has occurred and is continuing, the Guarantee
Trustee shall, promptly upon receipt of written notice of such Event of Default,
enforce this Guarantee Agreement for the benefit of the Holders.

      (c) The Guarantee 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
Guarantee Agreement, and no implied duties or covenants shall be read into this
Guarantee Agreement against the Guarantee Trustee. In case an Event of Default
has occurred (that has not been cured or waived pursuant to Section 2.6), the
Guarantee Trustee shall exercise such of the rights and powers vested in it by
this Guarantee Agreement, and use the same degree of care and skill in its
exercise thereof, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.

      (d) No provision of this Guarantee Agreement shall be construed to relieve
the Guarantee 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 any 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 Guarantee Trustee
                  shall be determined solely by the express provisions of this
                  Guarantee Agreement, and the Guarantee Trustee shall not be
                  liable except for the performance of such duties and
                  obligations as are specifically set forth in this Guarantee
                  Agreement; and


                                       7
<PAGE>
                        (B) in the absence of bad faith on the part of the
                  Guarantee Trustee, the Guarantee 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 Guarantee Trustee and conforming to
                  the requirements of this Guarantee Agreement; but in the case
                  of any such certificates or opinions that by any provision
                  hereof or of the Trust Indenture Act are specifically required
                  to be furnished to the Guarantee Trustee, the Guarantee
                  Trustee shall be under a duty to examine the same to determine
                  whether or not they conform on their face to the requirements
                  of this Guarantee Agreement;

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

                  (iii) the Guarantee 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 preference of the Preferred Securities
            relating to the time, method and place of conducting any proceeding
            for any remedy available to the Guarantee Trustee, or exercising any
            trust or power conferred upon the Guarantee Trustee under this
            Guarantee Agreement; and

                  (iv) no provision of this Guarantee Agreement shall require
            the Guarantee 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 the
            Guarantee Trustee 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 Guarantee Agreement or adequate
            indemnity against such risk or liability is not reasonably assured
            to it.

      SECTION 3.2 Certain Rights of Guarantee Trustee.

      (a) Subject to the provisions of Section 3.01:

            (i) The Guarantee Trustee may 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.


                                       8
<PAGE>
            (ii) Any direction or act of the Guarantor contemplated by this
Guarantee Agreement shall be sufficiently evidenced by an Officers' Certificate
unless otherwise prescribed herein.

            (iii) Whenever, in the administration of this Guarantee Agreement,
the Guarantee Trustee shall deem it desirable that a matter be proved or
established before taking, suffering or omitting to take any action hereunder,
the Guarantee Trustee (unless other evidence is herein specifically prescribed)
may, in the absence of bad faith on its part, request and rely upon an Officers'
Certificate which, upon receipt of such request from the Guarantee Trustee,
shall be promptly delivered by the Guarantor.

            (iv) The Guarantee Trustee may consult with legal counsel, and the
written advice or opinion of such legal counsel with respect to legal matters
shall be full and complete authorization and protection in respect of any action
taken, suffered or omitted to be taken by it hereunder in good faith and in
accordance with such advice or opinion. Such legal counsel may be legal counsel
to the Guarantor or any of its Affiliates and may be one of its employees. The
Guarantee Trustee shall have the right at any time to seek instructions
concerning the administration of this Guarantee Agreement from any court of
competent jurisdiction.

            (v) The Guarantee Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Guarantee Agreement at the
request or direction of any Holder, unless such Holder shall have provided to
the Guarantee Trustee such adequate security and indemnity as would satisfy a
reasonable person in the position of the Guarantee Trustee, against the costs,
expenses (including attorneys' fees and expenses) 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 Guarantee Trustee; provided that,
nothing contained in this Section 3.2(a)(v) shall be taken to relieve the
Guarantee Trustee, upon the occurrence of an Event of Default, of its obligation
to exercise the rights and powers vested in it by this Guarantee Agreement.

            (vi) The Guarantee 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 Guarantee Trustee, in its discretion, may make such further
inquiry or investigation into such facts or matters as it may see fit.

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


                                       9
<PAGE>
            (viii) Whenever in the administration of this Guarantee Agreement
the Guarantee Trustee shall deem it desirable to receive instructions with
respect to enforcing any remedy or right or taking any other action hereunder,
the Guarantee Trustee (A) may request instructions from the Holders, (B) may
refrain from enforcing such remedy or right or taking such other action until
such instructions are received, and (C) shall be protected in acting in
accordance with such instructions.

      (b) No provision of this Guarantee Agreement shall be deemed to impose any
duty or obligation on the Guarantee 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 Guarantee 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 Guarantee Trustee
shall be construed to be a duty to act in accordance with such power and
authority.

      SECTION 3.3 Indemnity.

      The Guarantor agrees to indemnify the Guarantee Trustee (including in its
individual capacity) and its officers, directors and employees for, and to hold
each harmless against, any loss, liability or expense incurred without
negligence or bad faith on the part of the Guarantee Trustee, arising out of or
in connection with the acceptance or administration of this Guarantee Agreement,
including the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers or
duties hereunder (collectively, "Expenses"). The Guarantee Trustee will not
claim or exact any lien or charge on any Guarantee Payments as a result of any
amount due to it under this Guarantee Agreement. To the fullest extent permitted
by law, the Expenses (including reasonable attorneys' fees and expenses)
incurred by the Guarantee Trustee referred to above shall be paid by the
Guarantor in advance upon receipt of an undertaking by or on behalf of the
Guarantee Trustee to repay such amount if it shall ultimately be determined that
the Guarantee Trustee is not entitled to be indemnified by the Guarantor as
authorized in this Section 3.3. The obligations of the Guarantor under this
Section 3.3 shall survive termination of this Guarantee Agreement and the
removal or resignation of any Guarantee Trustee.

                                    ARTICLE 4
                                GUARANTEE TRUSTEE

      SECTION 4.1 Guarantee Trustee; Eligibility.

      (a) There shall at all times be a Guarantee Trustee which shall:

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


                                       10
<PAGE>
                  (ii) be a Person that is eligible pursuant to the Trust
            Indenture Act to act as such and has a combined capital and surplus
            of at least 50 million U.S. dollars ($50,000,000), and shall be a
            corporation meeting the requirements of Section 3.10(c) of the Trust
            Indenture Act. If such corporation publishes reports of condition at
            least annually, pursuant to law or to the requirements of the
            supervising or examining authority, then, for the purposes of this
            Section and to the extent permitted by the Trust Indenture Act, the
            combined capital and surplus of such corporation shall be deemed to
            be its combined capital and surplus as set forth in its most recent
            report of condition so published.

      (b) If at any time the Guarantee Trustee shall cease to be eligible to so
act under Section 4.1(a), the Guarantee Trustee shall immediately resign in the
manner and with the effect set out in Section 4.2(c).

      (c) If the Guarantee Trustee has or shall acquire any "conflicting
interest" within the meaning of Section 3.10(b) of the Trust Indenture Act, the
Guarantee Trustee and Guarantor shall in all respects comply with the provisions
of Section 3.10(b) of the Trust Indenture Act.

      SECTION 4.2 Appointment, Removal and Resignation of the Guarantee Trustee.

      (a) Subject to Section 4.2(b), the Guarantee Trustee may be appointed or
removed without cause at any time by the Guarantor.

      (b) The Guarantee Trustee shall not be removed until a Successor Guarantee
Trustee has been appointed and has accepted such appointment by written
instrument executed by such Successor Guarantee Trustee and delivered to the
Guarantor.

      (c) The Guarantee Trustee appointed hereunder shall hold office until a
Successor Guarantee Trustee shall have been appointed or until its removal or
resignation. The Guarantee Trustee may resign from office (without need for
prior or subsequent accounting) by an instrument in writing executed by the
Guarantee Trustee and delivered to the Guarantor, which resignation shall not
take effect until a Successor Guarantee Trustee has been appointed and has
accepted such appointment by instrument in writing executed by such Successor
Guarantee Trustee and delivered to the Guarantor and the resigning Guarantee
Trustee.

      (d) If no Successor Guarantee Trustee shall have been appointed and
accepted appointment as provided in this Section 4.2 within 60 days after
delivery to the Guarantor of an instrument of resignation, the resigning
Guarantee Trustee may petition, at the expense of the Guarantor, any court of
competent jurisdiction for appointment of a


                                       11
<PAGE>
Successor Guarantee Trustee. Such court may thereupon, after prescribing such
notice, if any, as it may deem proper, appoint a Successor Guarantee Trustee.

                                    ARTICLE 5
                                    GUARANTEE

      SECTION 5.1 Guarantee.

      The Guarantor irrevocably and unconditionally agrees to pay in full to the
Holders the Guarantee Payments (without duplication of amounts theretofore paid
by or on behalf of the Issuer), as and when due, regardless of any defense,
right of set-off or counterclaim which the Issuer may have or assert. The
Guarantor's obligation to make a Guarantee Payment may be satisfied by direct
payment of the required amounts by the Guarantor to the Holders or by causing
the Issuer to pay such amounts to the Holders.

      SECTION 5.2 Waiver of Notice and Demand.

      The Guarantor hereby waives notice of acceptance of the Guarantee
Agreement and of any liability to which it applies or may apply, presentment,
demand for payment, any right to require a proceeding first against the
Guarantee Trustee, Issuer or any other Person before proceeding against the
Guarantor, protest, notice of nonpayment, notice of dishonor, notice of
redemption and all other notices and demands.

      SECTION 5.3 Obligations Not Affected.

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

            (a) the release or waiver, by operation of law or otherwise, of the
      performance or observance by the Issuer of any express or implied
      agreement, covenant, term or condition relating to the Preferred
      Securities to be performed or observed by the Issuer;

            (b) the extension of time for the payment by the Issuer of all or
      any portion of the Distributions (other than an extension of time for
      payment of Distributions that results from the extension of any interest
      payment period on the Debentures as so provided in the Indenture),
      Redemption Price, Liquidation Distribution or any other sums payable under
      the terms of the Preferred Securities or the extension of time for the
      performance of any other obligation under, arising out of, or in
      connection with, the Preferred Securities;


                                       12
<PAGE>
            (c) any failure, omission, delay or lack of diligence on the part of
      the Holders to enforce, assert or exercise any right, privilege, power or
      remedy conferred on the Holders pursuant to the terms of the Preferred
      Securities, or any action on the part of the Issuer granting indulgence or
      extension of any kind;

            (d) the voluntary or involuntary liquidation, dissolution, sale of
      any collateral, receivership, insolvency, bankruptcy, assignment for the
      benefit of creditors, reorganization, arrangement, composition or
      readjustment of debt of, or other similar proceedings affecting, the
      Issuer or any of the assets of the Issuer;

            (e) any invalidity of, or defect or deficiency in, the Preferred
      Securities;

            (f) the settlement or compromise of any obligation guaranteed hereby
      or hereby incurred; or

            (g) any other circumstance whatsoever that might otherwise
      constitute a legal or equitable discharge or defense of a guarantor, it
      being the intent of this Section 5.3 that the obligations of the Guarantor
      hereunder shall be absolute and unconditional under any and all
      circumstances.

There shall be no obligation of the Holders to give notice to, or obtain the
consent of, the Guarantor with respect to the happening of any of the foregoing.

      SECTION 5.4 Rights of Holders.

      The Guarantor expressly acknowledges that: (i) this Guarantee Agreement
will be deposited with the Guarantee Trustee to be held for the benefit of the
Holders; (ii) the Guarantee Trustee has the right to enforce this Guarantee
Agreement on behalf of the Holders; (iii) the Holders of a Majority in
liquidation preference of the Preferred Securities have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Guarantee Trustee in respect of this Guarantee Agreement or exercising any
trust or power conferred upon the Guarantee Trustee under this Guarantee
Agreement; and (iv) any Holder may institute a legal proceeding directly against
the Guarantor to enforce its rights under this Guarantee Agreement, without
first instituting a legal proceeding against the Guarantee Trustee, the Issuer
or any other Person.

      SECTION 5.5 Guarantee of Payment.

      This Guarantee Agreement creates a guarantee of payment and not of
collection. This Guarantee Agreement will not be discharged except by payment of
the Guarantee Payments in full (without duplication of amounts theretofore paid
by the Issuer) or upon distribution of Debentures to Holders as provided in the
Trust Agreement.


                                       13
<PAGE>
      SECTION 5.6 Subrogation.

      The Guarantor shall be subrogated to all (if any) rights of the Holders
against the Issuer in respect of any amounts paid to the Holders by the
Guarantor under this Guarantee Agreement and shall have the right to waive
payment by the Issuer pursuant to Section 5.1; provided, however, that the
Guarantor shall not (except to the extent required by mandatory provisions of
law) be entitled to enforce or exercise any rights which it may acquire by way
of subrogation or any indemnity, reimbursement or other agreement, in all cases
as a result of payment under this Guarantee Agreement, if, at the time of any
such payment, any amounts are due and unpaid under this Guarantee Agreement. If
any amount shall be paid to the Guarantor in violation of the preceding
sentence, the Guarantor agrees to hold such amount in trust for the Holders and
to pay over such amount to the Holders.

      SECTION 5.7 Independent Obligations.

      The Guarantor acknowledges that its obligations hereunder are independent
of the obligations of the Issuer with respect to the Preferred Securities and
that the Guarantor shall be liable as principal and as debtor hereunder to make
Guarantee Payments pursuant to the terms of this Guarantee Agreement
notwithstanding the occurrence of any event referred to in subsections (a)
through (g), inclusive, of Section 5.3 hereof.

                                    ARTICLE 6
                           COVENANTS AND SUBORDINATION

      SECTION 6.1 Subordination.

      This Guarantee Agreement will constitute an unsecured obligation of the
Guarantor and will rank subordinate and junior in right of payment to all Senior
Debt of the Guarantor.

      SECTION 6.2 Pari Passu Guarantees.

      This Guarantee Agreement shall rank pari passu with any similar Guarantee
Agreements issued by the Guarantor on behalf of the holders of Preferred
Securities issued by Principal Capital ___, Principal Capital ___ and Principal
Capital ___.


                                       14
<PAGE>
                                    ARTICLE 7
                                   TERMINATION

      SECTION 7.1 Termination.

      This Guarantee Agreement shall terminate and be of no further force and
effect upon (i) full payment of the Redemption Price of all Preferred
Securities, (ii) the distribution of Debentures to the Holders in exchange for
all of the Preferred Securities or (iii) full payment of the amounts payable in
accordance with the Trust Agreement upon liquidation of the Issuer.
Notwithstanding the foregoing, this Guarantee Agreement will continue to be
effective or will be reinstated, as the case may be, if at any time any Holder
must restore payment of any sums paid with respect to Preferred Securities or
this Guarantee Agreement.

                                    ARTICLE 8
                                  MISCELLANEOUS

      SECTION 8.1 Successors and Assigns.

      All guarantees and agreements contained in this Guarantee Agreement shall
bind the successors, assigns, receivers, trustees and representatives of the
Guarantor and shall inure to the benefit of the Holders of the Preferred
Securities then outstanding. Except in connection with a consolidation, merger
or sale involving the Guarantor that is permitted under Article Eight of the
Indenture and pursuant to which the assignee agrees in writing to perform the
Guarantor's obligations hereunder, the Guarantor shall not assign its
obligations hereunder.

      SECTION 8.2 Amendments.

      Any amendment to this Guarantee Agreement shall be in writing and executed
by the Guarantor and Guarantee Trustee. Except with respect to any changes which
do not adversely affect the rights of the Holders in any material respect (in
which case no consent of the Holders will be required), this Guarantee Agreement
may only be amended with the prior approval of the Holders of not less than a
Majority in liquidation preference of all the outstanding Preferred Securities.
The provisions of Article VI of the Trust Agreement concerning meetings of the
Holders shall apply to the giving of such approval. The Guarantee Trustee shall
not be required to enter into any amendment to this Guarantee Agreement which
affects its own rights, duties or immunities under this Guarantee Agreement. The
Guarantee Trustee shall be entitled to receive and conclusively rely on an
Opinion of Counsel and an Officer's Certificate stating that any amendment to
this Guarantee Agreement is in compliance with this Guarantee Agreement.


                                       15
<PAGE>
      SECTION 8.3 Notices.

      Any notice, request or other communication required or permitted to be
given hereunder shall be in writing, duly signed by the party giving such
notice, and delivered, telecopied or mailed by first class mail as follows:

            (a) if given to the Guarantor, to the address set forth below or
      such other address as the Guarantor may give notice of to the Holders:

      Principal Financial Group, Inc.
      711 High Street
      Des Moines, Iowa  50392
      Facsimile No.: (515) [               ]
      Attention: [Treasurer]

            (b) if given to the Issuer, in care of the Guarantee Trustee, at the
      Issuer's (and the Guarantee Trustee's) address set forth below or such
      other address as the Guarantee Trustee on behalf of the Issuer may give
      notice to the Holders:

      [____________________]
      c/o Principal Financial Group, Inc.
      711 High Street
      Des Moines, Iowa  50392
      Facsimile No.: (515) [               ]
      Attention: [Treasurer]

      with a copy to:

      [____________________]
      [                                   ]
      [                                   ]
      Facsimile No.: [                                   ]
      Attention: [                                   ]

            (c) if given to any Holder, at the address set forth on the books
      and records of the Issuer.

      All notices hereunder 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.


                                       16
<PAGE>
      SECTION 8.4 Benefit.

      This Guarantee Agreement is solely for the benefit of the Holders and is
not separately transferable from the Preferred Securities.

      SECTION 8.5 Interpretation.

      In this Guarantee Agreement, unless the context otherwise requires:

            (a) capitalized terms used in this Guarantee Agreement but not
      defined in the preamble hereto have the respective meanings assigned to
      them in Section 1.1;

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

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

            (d) all references in this Guarantee Agreement to Articles and
      Sections are to Articles and Sections of this Guarantee Agreement unless
      otherwise specified;

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

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

            (g) the masculine, feminine or neuter genders used herein shall
      include the masculine, feminine and neuter genders.

      SECTION 8.6 GOVERNING LAW.

      THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO THE CONFLICT OF LAW PRINCIPLES THEREOF.

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


                                       17
<PAGE>
      THIS GUARANTEE AGREEMENT is executed as of the day and year first above
written.

                                       PRINCIPAL FINANCIAL GROUP, INC.

                                       By:______________________________________
                                       Name:
                                       Title:

                                       [____________________], as
                                       Guarantee Trustee

                                       By:______________________________________
                                       Name:
                                       Title: