<PAGE>   1


                                                                     EXHIBIT 4.4

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





                      AMENDED AND RESTATED TRUST AGREEMENT


                                  BY AND AMONG


                                  U.S. BANCORP,
                                   AS SPONSOR


                            WILMINGTON TRUST COMPANY,
                               AS PROPERTY TRUSTEE


                            WILMINGTON TRUST COMPANY,
                               AS DELAWARE TRUSTEE


                                       AND


                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN


                             DATED AS OF MAY 4, 2001


                                 USB CAPITAL III



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


<PAGE>   2


                             CROSS REFERENCE TABLE(1)


<TABLE>
<CAPTION>
Section of Trust
Indenture Act of                                                                Section of
1939, as amended                                                                 Agreement
----------------                                                                ----------
<S>                                                                   <C>
310(a)..............................................................                  6.3
310(b)..............................................................       6.3(c); 6.3(d)
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)
312(c)..............................................................         Inapplicable
313(a)..............................................................                  2.3
313(b)..............................................................                  2.3
313(c)..............................................................                  2.3
313(d)..............................................................                  2.3
314(a)..............................................................                  2.4
314(b)..............................................................         Inapplicable
314(c)..............................................................                  2.5
314(d)..............................................................         Inapplicable
314(e)..............................................................                  2.5
314(f)..............................................................         Inapplicable
315(a)..............................................................      3.9(b); 3.10(a)
315(b)..............................................................               2.7(a)
315(c)..............................................................               3.9(a)
315(d)..............................................................               3.9(b)
316(a)..............................................................  2.6; 7.5(b); 7.6(c)
316(b)..............................................................         Inapplicable
316(c)..............................................................         Inapplicable
317(a)..............................................................                 3.16
317(b)..............................................................         Inapplicable
318(a)..............................................................               2.1(c)
</TABLE>

--------
1    This Cross-Reference Table does not constitute part of the Agreement and
     shall not have any bearing upon the interpretation of any of its terms or
     provisions.

<PAGE>   3


                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                          PAGE
                                                                                          ----
<S>     <C>                  <C>                                                          <C>
ARTICLE 1 INTERPRETATION AND DEFINITIONS.....................................................1

        SECTION 1.1.         Interpretation and Definitions..................................1
               Administrative Trustee........................................................2
               Affiliate.....................................................................2
               Authorized Officer............................................................2
               Beneficial Owners.............................................................2
               Business Day..................................................................2
               Business Trust Act............................................................2
               Capital Security..............................................................2
               Capital Security Certificate..................................................3
               Certificate...................................................................3
               Certificate of Trust..........................................................3
               Closing Date..................................................................3
               Code   .......................................................................3
               Commission....................................................................3
               Common Securities Holder......................................................3
               Common Security...............................................................3
               Common Security Certificate...................................................3
               Corporate Trust Office........................................................3
               Covered Person................................................................3
               Debenture Issuer..............................................................3
               Debenture Issuer Indemnified Person...........................................4
               Debenture Trustee.............................................................4
               Debentures....................................................................4
               Delaware Trustee..............................................................4
               Depositary....................................................................4
               Depositary Participant........................................................4
               Direct Action.................................................................4
               Distribution..................................................................4
               Exchange Act..................................................................4
               Federal Reserve...............................................................4
               Fiduciary Indemnified Person..................................................4
               Fiscal Year...................................................................4
               Global Security...............................................................4
               Guarantee.....................................................................4
               Holder .......................................................................5
               Indemnified Person............................................................5
               Indenture.....................................................................5
               Indenture Event of Default....................................................5
               Investment Company............................................................5
               Investment Company Act........................................................5
               Investment Company Event......................................................5
</TABLE>



<PAGE>   4


<TABLE>
<S>     <C>                  <C>                                                          <C>
               Legal Action..................................................................5
               List of Holders...............................................................5
               Majority in Liquidation Amount................................................5
               New York Stock Exchange.......................................................5
               Officers' Certificate.........................................................6
               Paying Agent..................................................................6
               Payment Amount................................................................6
               Person .......................................................................6
               Property Account..............................................................6
               Property Trustee..............................................................6
               Pro Rata......................................................................6
               Quorum........................................................................6
               Redemption/Distribution Notice................................................7
               Redemption Price..............................................................7
               Regulatory Capital Event......................................................7
               Related Party.................................................................7
               Responsible Officer...........................................................7
               Securities....................................................................7
               Securities Act................................................................7
               Special Event.................................................................7
               Sponsor.......................................................................7
               Successor Delaware Trustee....................................................7
               Successor Entity..............................................................8
               Successor Property Trustee....................................................8
               Successor Security............................................................8
               Super Majority................................................................8
               Tax Event.....................................................................8
               10% in Liquidation Amount.....................................................8
               Treasury Regulations..........................................................8
               Trust  .......................................................................8
               Trust Enforcement Event.......................................................8
               Trust Indenture Act...........................................................9
               Trustee\ or \Trustees.........................................................9

ARTICLE 2 TRUST INDENTURE ACT................................................................9

        SECTION 2.1.         Trust Indenture Act; Application................................9
        SECTION 2.2.         Lists of Holders of Securities.................................10
        SECTION 2.3.         Reports by the Property Trustee................................10
        SECTION 2.4.         Periodic Reports to the Property Trustee.......................10
        SECTION 2.5.         Evidence of Compliance with Conditions Precedent...............10
        SECTION 2.6.         Trust Enforcement Events; Waiver...............................11
        SECTION 2.7.         Trust Enforcement Event; Notice................................12

ARTICLE 3 ORGANIZATION......................................................................13

        SECTION 3.1.         Name and Organization..........................................13
</TABLE>



                                       ii

<PAGE>   5


<TABLE>
<S>     <C>                  <C>                                                          <C>
        SECTION 3.2.         Office.........................................................13
        SECTION 3.3.         Purpose........................................................13
        SECTION 3.4.         Authority......................................................13
        SECTION 3.5.         Title to Property of the Trust.................................14
        SECTION 3.6.         Powers and Duties of the Administrative Trustees...............14
        SECTION 3.7.         Prohibition of Actions by the Trust and the Trustees...........16
        SECTION 3.8.         Powers and Duties of the Property Trustee......................17
        SECTION 3.9.         Certain Duties and Responsibilities of the Property Trustee....19
        SECTION 3.10.        Certain Rights of Property Trustee.............................21
        SECTION 3.11.        Delaware Trustee...............................................23
        SECTION 3.12.        Execution of Documents.........................................24
        SECTION 3.13.        Not Responsible for Recitals or Issuance of Securities.........24
        SECTION 3.14.        Duration of Trust..............................................24
        SECTION 3.15.        Mergers........................................................24
        SECTION 3.16.        Property Trustee May File Proofs of Claim......................26

ARTICLE 4 SPONSOR...........................................................................27

        SECTION 4.1.         Responsibilities of the Sponsor................................27
        SECTION 4.2.         Indemnification and Fees and Expenses of the Trustees..........27
        SECTION 4.3.         Compensation of the Trustees...................................27

ARTICLE 5 TRUST COMMON SECURITIES HOLDER....................................................28

        SECTION 5.1.         Debenture Issuer's Receipt of Common Securities................28
        SECTION 5.2.         Covenants of the Common Securities Holder......................28

ARTICLE 6 TRUSTEES..........................................................................28

        SECTION 6.1.         Number of Trustees.............................................28
        SECTION 6.2.         Delaware Trustee; Eligibility..................................29
        SECTION 6.3.         Property Trustee; Eligibility..................................29
        SECTION 6.4.         Qualifications of Administrative Trustees and Delaware Trustee
                                Generally...................................................30
        SECTION 6.5.         Initial Administrative Trustees................................30
        SECTION 6.6.         Appointment, Removal and Resignation of Trustees...............30
        SECTION 6.7.         Vacancies among Trustees.......................................32
        SECTION 6.8.         Effect of Vacancies............................................32
        SECTION 6.9.         Meetings.......................................................32
        SECTION 6.10.        Delegation of Power............................................32
        SECTION 6.11.        Merger, Conversion, Consolidation or Succession to Business....33

ARTICLE 7 TERMS OF SECURITIES...............................................................33

        SECTION 7.1.         General Provisions Regarding Securities........................33
        SECTION 7.2.         Distributions..................................................35
        SECTION 7.3.         Redemption of Securities.......................................36
        SECTION 7.4.         Redemption Procedures..........................................37
</TABLE>



                                      iii
<PAGE>   6


<TABLE>
<S>     <C>                  <C>                                                          <C>
        SECTION 7.5.         Voting Rights of Capital Securities............................38
        SECTION 7.6.         Voting Rights of Common Securities.............................40
        SECTION 7.7.         Paying Agent...................................................41
        SECTION 7.8.         Listing........................................................42
        SECTION 7.9.         Transfer of Securities.........................................42
        SECTION 7.10.        Mutilated, Destroyed, Lost or Stolen Certificates..............43
        SECTION 7.11.        Deemed Security Holders........................................43
        SECTION 7.12.        Global Securities..............................................44

ARTICLE 8 DISSOLUTION AND TERMINATION OF TRUST..............................................46

        SECTION 8.1.         Dissolution and Termination of Trust...........................46
        SECTION 8.2.         Liquidation Distribution Upon Dissolution of the Trust.........47

ARTICLE 9 LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, DELAWARE  TRUSTEES OR OTHERS....47

        SECTION 9.1.         Liability......................................................47
        SECTION 9.2.         Exculpation....................................................48
        SECTION 9.3.         Fiduciary Duty.................................................48
        SECTION 9.4.         Indemnification................................................49
        SECTION 9.5.         Outside Businesses.............................................51

ARTICLE 10 ACCOUNTING.......................................................................52

        SECTION 10.1.        Fiscal Year....................................................52
        SECTION 10.2.        Certain Accounting Matters.....................................52
        SECTION 10.3.        Banking........................................................52
        SECTION 10.4.        Withholding....................................................53

ARTICLE 11 AMENDMENTS AND MEETINGS..........................................................53

        SECTION 11.1.        Amendments.....................................................53
        SECTION 11.2.        Meetings of the Holders of Securities; Action by
                                Written Consent.............................................55

ARTICLE 12 REPRESENTATIONS OF PROPERTY TRUSTEE AND DELAWARE TRUSTEE.........................57

        SECTION 12.1.        Representations and Warranties of the Property Trustee.........57
        SECTION 12.2.        Representations and Warranties of the Delaware Trustee.........57

ARTICLE 13 MISCELLANEOUS....................................................................58

        SECTION 13.1.        Notices........................................................58
        SECTION 13.2.        Governing Law..................................................59
        SECTION 13.3.        Intention of the Parties.......................................59
        SECTION 13.4.        Headings.......................................................59
        SECTION 13.5.        Successors and Assigns.........................................59
</TABLE>




                                       iv

<PAGE>   7


<TABLE>
<S>     <C>                  <C>                                                          <C>
        SECTION 13.6.        Partial Enforceability.........................................60
        SECTION 13.7.        Counterparts...................................................60

EXHIBITS

Exhibit A      Form of Capital Security Certificate
Exhibit B      Form of Common Security Certificate
</TABLE>











                                       v


<PAGE>   8


                      AMENDED AND RESTATED TRUST AGREEMENT

     This AMENDED AND RESTATED TRUST AGREEMENT (this "Trust Agreement"), dated
as of May 4, 2001, is entered into by and among (i) U.S. BANCORP, a Delaware
corporation (the "Sponsor"), (ii) WILMINGTON TRUST COMPANY, a banking
corporation organized under the laws of Delaware, as property trustee, (in each
such capacity, the "Property Trustee"), (iii) WILMINGTON TRUST COMPANY, as
Delaware trustee (the "Delaware Trustee"), (iv) DAVID M. MOFFETT, an individual,
DARYL N. BIBLE, an individual, and LEE R. MITAU, an individual, each of whose
address is c/o U.S. Bancorp, 601 Second Avenue South, Minneapolis, Minnesota
55402 (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 (v) the several
Holders, as hereinafter defined.

                                    RECITALS

     WHEREAS, the Trustees and the Sponsor established USB Capital III (the
"Trust"), a business trust under the Business Trust Act (as defined, together
with other capitalized terms, herein) pursuant to a Trust Agreement dated as of
January 22, 1998 (the "Original Trust Agreement"), and a Certificate of Trust
(the "Certificate of Trust") filed with the Secretary of State of the State of
Delaware on January 28, 1998;

     WHEREAS, the sole purpose of the Trust shall be to issue certain securities
representing undivided beneficial interests in the assets of the Trust, in
exchange for the Debentures issued by the Debenture Issuer and to engage in only
those activities necessary or incidental thereto; and

     WHEREAS, the parties hereto, by this Trust Agreement, amend and restate
each and every term and provision of the Original Trust Agreement;

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


                                   ARTICLE 1

                         INTERPRETATION AND DEFINITIONS

     SECTION 1.1. Interpretation and Definitions.

     Unless the context otherwise requires:

     (a) capitalized terms used in this Trust Agreement but not defined in the
preamble above have the meanings assigned to them in this Section 1.1;



<PAGE>   9


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

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

     (d) all references in this Trust Agreement to Articles, Sections, Recitals
and Exhibits are to Articles and Sections of, or Recitals and Exhibits to, this
Trust Agreement unless otherwise specified;

     (e) unless otherwise defined in this Trust Agreement, a term defined in the
Trust Indenture Act has the same meaning when used in this Trust Agreement;

     (f) a reference to the singular includes the plural and vice versa and a
reference to any masculine form of a term shall include the feminine form of a
term, as applicable; and

     (g) the following terms have the following meanings:

     "Administrative Trustee" means any Trustee other than the Property Trustee
and the Delaware Trustee.

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

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

     "Beneficial Owners" means, for Capital Securities represented by a Global
Security, the Person who acquires an interest in the Capital Securities which is
reflected on the records of the Depositary through the Depositary Participants.

     "Business Day" means any day other than (i) a Saturday or Sunday, (ii) a
day on which banking institutions in the Borough of Manhattan, 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 Debenture Trustee, or,
with respect to the Securities of a series initially issued to a Trust, the
principal office of the Property Trustee under the related Trust Agreement, is
closed for business.

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

     "Capital Security" has the meaning specified in Section 7.1.

     "Capital Security Certificate" means a definitive certificate in fully
registered form representing a Capital Security, substantially in the form of
Exhibit A.



                                       2
<PAGE>   10


     "Certificate" means a Common Security Certificate or a Capital Security
Certificate.

     "Certificate of Trust" has the meaning specified in the Recitals hereto.

     "Closing Date" means the date on which the Capital Securities are issued
and sold.

     "Code" means the Internal Revenue Code of 1986, as amended from time to
time, or any successor legislation. A reference to a specific section of the
Code refers not only to such specific section but also to any corresponding
provision of any federal tax statute enacted after the date of this Trust
Agreement, as such specific section or corresponding provision is in effect on
the date of application of the provisions of this Trust Agreement containing
such reference.

     "Commission" means the Securities and Exchange Commission or any successor
thereto.

     "Common Securities Holder" means U.S. Bancorp, or any successor thereto, in
its capacity as purchaser and holder of all of the Common Securities issued by
the Trust.

     "Common Security" has the meaning specified in Section 7.1.

     "Common Security Certificate" means a definitive certificate in fully
registered form representing a Common Security, substantially in the form of
Exhibit B hereto.

     "Corporate Trust Office" means the principal office of the Property Trustee
at which at any particular time its corporate trust business shall be
administered, which office at the date of execution of this Trust Agreement is
located at c/o 1100 North Market, Wilmington, Delaware 19890, Attention:
Corporate Trust Administration.

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

     "Debenture Issuer" means U.S. Bancorp, or any successor thereto under the
Indenture, in its capacity as issuer of the Debentures under the Indenture.

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

     "Debenture Trustee" means Wilmington Trust Company, in its capacity as
trustee under the Indenture until a successor is appointed thereunder, and
thereafter means such successor trustee.

     "Debentures" means the series of debentures to be issued by the Debenture
Issuer under the Indenture and held by the Property Trustee.



                                       3
<PAGE>   11


     "Delaware Trustee" means the Trustee meeting the eligibility requirements
set forth in Section 6.2.

     "Depositary" means, with respect to Securities issuable in whole or in part
in the form of one or more Global Securities, a clearing agency registered under
the Exchange Act that is designated to act as Depositary for such Securities.

     "Depositary Participant" means a member of, or participant in, the
Depositary.

     "Direct Action" has the meaning specified in Section 3.8(e).

     "Distribution" means a distribution payable to Holders of Securities in
accordance with Section 7.2.

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

     "Federal Reserve" means the Board of Governors of the Federal Reserve
System, or any successor thereto.

     "Fiduciary Indemnified Person" has the meaning set forth in Section 9.4(b).

     "Fiscal Year" has the meaning specified in Section 10.1.

     "Global Security" means a fully registered, global Capital Security
Certificate.

     "Guarantee" means the Guarantee Agreement, dated the date hereof, of the
Sponsor in respect of the Securities.

     "Holder" means any holder of Securities, as registered on the books and
records of the Trust.

     "Indemnified Person" means a Debenture Issuer Indemnified Person or a
Fiduciary Indemnified Person.

     "Indenture" means the Indenture, dated as of November 15, 1996, between the
Debenture Issuer and Wilmington Trust Company, as Trustee, pursuant to which the
Debentures are to be issued.

     "Indenture Event of Default" has the meaning given to the term "Event of
Default" in the Indenture.

     "Investment Company" means an investment company as defined in the
Investment Company Act and the regulations promulgated thereunder.

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



                                       4
<PAGE>   12


     "Investment Company Event" means the receipt by the Sponsor and the Trust
of an opinion of an independent counsel experienced in matters relating to
investment companies, to the effect that, as a result of 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"), there is more than an insubstantial risk
that the Trust is or will be considered an "investment company" that is required
to be registered under the Investment Company Act, which Change in 1940 Act Law
becomes effective on or after the Closing Date.

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

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

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

     "New York Stock Exchange" means the New York Stock Exchange, Inc. or any
successor thereto.

     "Officers' Certificate" means, with respect to any Person, a certificate
signed on behalf of such Person by two Authorized Officers of such Person. Any
Officers' Certificate delivered with respect to compliance with a condition or
covenant provided for in this Trust Agreement shall include:

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

          (ii) a brief statement of the nature and scope of the examination or
     investigation undertaken by each officer on behalf of such Person in
     rendering the Officers' Certificate;

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

          (iv) a statement as to whether, in the opinion of each such officer
     acting on behalf of such Person, such condition or covenant has been
     complied with; provided, that the term "Officers' Certificate", when used
     with reference to Administrative Trustees who are natural persons shall
     mean a certificate signed by two or more of the Administrative Trustees
     which otherwise satisfies the foregoing requirements.



                                       5
<PAGE>   13


     "Paying Agent" has the meaning specified in Section 3.8(h).

     "Payment Amount" has the meaning specified in Section 7.2(c).

     "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.

     "Property Account" has the meaning specified in Section 3.8(c).

     "Property Trustee" means the Trustee meeting the eligibility requirements
set forth in Section 6.3.

     "Pro Rata" means pro rata to each Holder of Securities according to the
aggregate liquidation amount of the Securities held by the relevant Holder in
relation to the aggregate liquidation amount of all Securities outstanding.

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

     "Redemption/Distribution Notice" has the meaning specified in Section
7.4(a).

     "Redemption Price" means the amount for which the Securities will be
redeemed, which amount will equal (i) the redemption price paid by the Debenture
Issuer to repay or redeem, in whole or in part, the Debentures held by the Trust
which shall include accumulated and unpaid Distributions on such Securities
through the date of their redemption or (ii) such lesser amount as will be
received by the Trust in respect of the Debentures so repaid or redeemed.

     "Regulatory Capital Event" means the reasonable determination by the
Sponsor that, as a result of (a) any amendment to, or change (including any
announced prospective change) in, the laws (or any regulations thereunder) of
the United States or (b) any official or administrative pronouncement or action
or judicial decision for 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 original issuance of the Capital Securities,
there is more than an insubstantial risk of impairment of the Sponsor's ability
to treat the Capital Securities (or any substantial portion thereof) as Tier 1
capital (or its then equivalent) for purposes of the capital adequacy guidelines
of the Federal Reserve in effect and applicable to the Sponsor.

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

     "Responsible Officer" means, with respect to the Property Trustee, any
officer with direct responsibility for the administration of this Trust
Agreement 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.



                                       6
<PAGE>   14


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

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

     "Special Event" means a Tax Event, a Regulatory Capital Event or an
Investment Company Event.

     "Sponsor" means U.S. Bancorp, a Delaware corporation, or any successor
entity in a merger, consolidation, amalgamation or replacement by or conveyance,
transfer or lease of its properties substantially as an entirety, in its
capacity as sponsor of the Trust.

     "Successor Delaware Trustee" has the meaning specified in Section 6.6(b).

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

     "Successor Property Trustee" has the meaning specified in Section 6.6(b).

     "Successor Security" has the meaning specified in Section 3.15(b)(i)b.

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

     "Tax Event" means the receipt by the Sponsor or the Trust of an opinion of
tax counsel (which may be the Sponsor's counsel or counsel of an Affiliate but
not an employee and which must be reasonably acceptable to the Property Trustee)
experienced in such matters, to the effect that, as a result of (a) any
amendment to, or change (including any announced prospective change) in, the
laws (or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein, or (b) any court,
governmental agency or regulatory authority interpreting or applying such laws
or regulations, there is more than an insubstantial risk that (i) the Trust is,
or will be within 90 days of the date of such opinion, subject to the United
States federal income tax with respect to income received or accrued on the
Debentures, (ii) interest payable by the Debenture Issuer on the Debentures is
not, or within 90 days of the date of such opinion will not be, deductible, in
whole or in part, by the Debenture Issuer for United States federal income tax
purposes, or (iii) the Trust is, or will be within 90 days of the date of such
opinion, subject to more than a de minimus amount of other taxes, duties or
other governmental charges.

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

     "Treasury Regulations" means the income tax regulations, including
temporary and proposed regulations, promulgated under the Code by the United
States Treasury, as such



                                       7
<PAGE>   15


regulations may be amended from time to time (including corresponding provisions
of succeeding regulations).

     "Trust" has the meaning specified in the Recitals.

     "Trust Enforcement Event" in respect of the Securities means an Indenture
Event of Default has occurred and is continuing in respect of the Debentures.

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

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


                                   ARTICLE 2

                               TRUST INDENTURE ACT

     SECTION 2.1. Trust Indenture Act; Application.

     (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 and to the extent that any provision of this Trust Agreement
conflicts with the duties imposed by Sections 310 to 317, inclusive, of the
Trust Indenture Act, such imposed duties shall control.

     (d) The application of the Trust Indenture Act to this Trust Agreement
shall not affect the Trust's classification as a grantor trust for United States
federal income tax purposes.



                                       8
<PAGE>   16


     SECTION 2.2. Lists of Holders of Securities.

     (a) Each of the Sponsor and the Administrative Trustees on behalf of the
Trust shall provide the Property Trustee (i), except while the Capital
Securities are represented by one or more Global Securities, at least five
Business Days prior to the date for payment of Distributions, a list, in such
form as the Property Trustee may reasonably require, of the names and addresses
of the Holders of the Securities ("List of Holders") as of the record date
relating to the payment of such Distributions, and (ii) at any other time,
within 30 days of receipt by the Trust of a written request from the Property
Trustee for a List of Holders, as of a date no more than 15 days before such
List of Holders is given to the Property Trustee; provided that neither the
Sponsor nor the Administrative Trustees on behalf of the Trust shall be
obligated to provide such List of Holders at any time the List of Holders does
not differ from the most recent List of Holders given to the Property Trustee by
the Sponsor and the Administrative Trustees on behalf of the Trust. The Property
Trustee shall preserve, in as current a form as is reasonably practicable, all
information contained in Lists of Holders given to it or which it receives in
the capacity as Paying Agent (if acting in such capacity), provided that the
Property Trustee may destroy any List of Holders previously given to it on
receipt of a new List of Holders.

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

     SECTION 2.3. Reports by the Property Trustee.

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

     SECTION 2.4. Periodic Reports to the Property Trustee.

     Each of the Sponsor and the Administrative Trustees on behalf of the Trust
shall provide to the Property Trustee such documents, reports and information as
required by Section 314 of the Trust Indenture Act (if any) and the compliance
certificate required by Section 314 of the Trust Indenture Act in the form, in
the manner and at the times required by Section 314 of the Trust Indenture Act,
but in no event later than 120 days after the end of each calendar year.

     SECTION 2.5. Evidence of Compliance with Conditions Precedent.

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



                                       9
<PAGE>   17


     SECTION 2.6. Trust Enforcement Events; Waiver.

     (a) The Holders of a Majority in Liquidation Amount of the Capital
Securities may, by vote or written consent, on behalf of the Holders of all of
the Capital Securities, waive any past Trust Enforcement Event in respect of the
Capital Securities and its consequences, provided that, if the underlying
Indenture Event of Default:

          (i) is not waivable under the Indenture, the Trust Enforcement Event
     under the Trust Agreement shall also not be waivable; or

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

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

     (b) The Holders of a Majority in Liquidation Amount of the Common
Securities may, by vote or written consent, on behalf of the Holders of all of
the Common Securities, waive any past Trust Enforcement Event in respect of the
Common Securities and its consequences, provided that, if the underlying
Indenture Event of Default:

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

          (ii) requires the consent or vote of a Super Majority to be waived
     under the Indenture, except where the Holders of the Common Securities are
     deemed to have waived such Trust Enforcement Event under the Trust
     Agreement as provided below in this Section 2.6(b), the Trust Enforcement
     Event under the Trust Agreement may only be waived by the vote or written
     consent of the Holders of at least the proportion in liquidation amount of
     the Common Securities



                                       10
<PAGE>   18


     that the relevant Super Majority represents of the aggregate principal
     amount of the Debentures outstanding;

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

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

     SECTION 2.7. Trust Enforcement Event; Notice.

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

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

          (i) a default under Sections 5.1(1) and 5.1(2) of the Indenture; or



                                       11

<PAGE>   19


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


                                   ARTICLE 3

                                  ORGANIZATION

     SECTION 3.1. Name and Organization.

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

     SECTION 3.2. Office.

     The address of the principal office of the Trust is c/o U.S. Bancorp, 601
Second Avenue South, Minneapolis, Minnesota 55402. On 10 Business Days' written
notice to the Holders of Securities, each of the Property Trustee, the Delaware
Trustee and the Administrative Trustees may designate another principal office.

     SECTION 3.3. Purpose.

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

     By the acceptance of this Trust, the Trustees, the Sponsor, the Holders of
the Capital Securities and Common Securities and the Capital Securities
Beneficial Owners will agree to treat the Trust as a grantor trust for United
States federal income tax purposes and not to take any position which is
contrary to such classification.

     SECTION 3.4. Authority.

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



                                       12
<PAGE>   20


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

     (b) Except as otherwise required by the Business Trust Act or applicable
law, any Administrative Trustee is authorized to execute on behalf of the Trust
any documents which the Administrative Trustees have the power and authority to
cause the Trust to execute pursuant to Section 3.6(b).

     (c) An Administrative Trustee may, by power of attorney consistent with
applicable law, delegate to any other natural person over the age of 21 his or
her power for the purposes of signing any documents which the Administrative
Trustees have power and authority to cause the Trust to execute pursuant to
Section 3.6; provided that such person is a United States Person as defined in
Section 7701(a)(30) of the Code.

     SECTION 3.5. Title to Property of the Trust.

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

     SECTION 3.6. Powers and Duties of the Administrative Trustees.

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

     (a) to establish the terms and form of the Capital Securities and the
Common Securities in the manner specified in Section 7.1 and issue the Capital
Securities and the Common Securities in exchange for the Debentures in
accordance with this Trust Agreement; provided, however, that the Trust may
issue no more than one series of Capital Securities and no more than one series
of Common Securities, and, provided further, that there shall be no interests in
the Trust other than the Securities, and the issuance of Securities shall be
limited to a simultaneous issuance of both Capital Securities and Common
Securities on the Closing Date;

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

     (c) to acquire the Debentures in exchange for the issuance of the Capital
Securities and the Common Securities; provided, however, that the Administrative
Trustees shall cause legal title to the Debentures to be held of record in the
name of the Property Trustee for the benefit of the Holders of the Capital
Securities and the Holders of the Common Securities;



                                       13
<PAGE>   21


     (d) to give the Sponsor and the Property Trustee prompt written notice of
the occurrence of a Special Event; provided that the Administrative Trustees
shall consult with the Sponsor and the Property Trustee before taking or
refraining from taking any action in relation to any such Special Event;

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

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

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

     (h) to employ or otherwise engage employees and agents (who may be
designated as officers with titles) and managers, contractors, advisors and
consultants to conduct only those services that the Administrative Trustees have
authority to conduct directly, and to pay reasonable compensation for such
services, provided that such person is a United States Person as defined in
Section 7701(a)(30) of the Code;

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

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

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

     (l) to act as, or appoint another Person to act as, registrar and transfer
agent for the Securities;

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

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



                                       14
<PAGE>   22


     (o) to take any action, not inconsistent with applicable law, that the
Administrative Trustees determine in their discretion to be necessary or
desirable in carrying out the purposes and functions of the Trust as set out in
Section 3.3 or the activities of the Trust as set out in this Section 3.6,
including, but not limited to:

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

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

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

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

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

     The Administrative Trustees shall exercise the powers set forth in this
Section 3.6 in a manner that is consistent with the purposes and functions of
the Trust set out in Section 3.3, and the Administrative Trustees shall have no
power to, and shall not, take any action that is inconsistent with the purposes
and functions of the Trust set forth in Section 3.3.

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

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

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

     (a) The Trust shall not, and none of the Trustees (including the Property
Trustee) shall cause the Trust to, engage in any activity other than as required
or authorized by this Trust Agreement. In particular, the Trust shall not and
none of the Trustees (including the Property Trustee) shall cause the Trust to:

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

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

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



                                       15
<PAGE>   23


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

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

          (vi) possess any power or otherwise act in such a way as to vary the
     terms of the Securities in any way whatsoever (except to the extent
     expressly authorized in this Trust Agreement or by the terms of the
     Securities);

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

          (viii) other than as provided in this Trust Agreement or by the terms
     of the Securities, (A) direct the time, method and place of exercising any
     trust or power conferred upon the Debenture Trustee with respect to the
     Debentures, (B) waive any past default that is waivable under the
     Indenture, (C) exercise any right to rescind or annul any declaration that
     the principal of all the Debentures shall be due and payable, or (D)
     consent to any amendment, modification or termination of the Indenture or
     the Debentures where such consent shall be required unless the Trust shall
     have received an opinion of counsel to the effect that such modification
     will not cause more than an insubstantial risk that the Trust will be
     deemed an Investment Company required to be registered under the Investment
     Company Act, or the Trust will be classified as other than a grantor trust
     for United States federal income tax purposes;

          (ix) take any action inconsistent with the status of the Trust as a
     grantor trust for United States federal income tax purposes; or

          (x) revoke any action previously authorized or approved by vote of the
     Holders of the Capital Securities.

     SECTION 3.8. Powers and Duties of the Property Trustee.

     (a) The legal title to the Debentures shall be owned by and held of record
in the name of the Property Trustee for the benefit of the Trust and the Holders
of the Securities. The right, title and interest of the Property Trustee to the
Debentures shall vest automatically in each Person who may hereafter be
appointed as Property Trustee in accordance with Section 6.6. Such vesting and
cessation of title shall be effective whether or not conveyancing documents with
regard to the Debentures have been executed and delivered.

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

     (c) The Property Trustee shall:



                                       16
<PAGE>   24


          (i) establish and maintain a segregated non-interest bearing trust
     account (the "Property Account") in the name of and under the exclusive
     control of the Property Trustee on behalf of the Holders of the Securities
     and, upon the receipt of payments of funds made in respect of the
     Debentures held by the Property Trustee, deposit such funds into the
     Property Account and make payments to the Holders of the Capital Securities
     and Holders of the Common Securities from the Property Account in
     accordance with Section 7.2. Funds in the Property Account shall be held
     uninvested until disbursed in accordance with this Trust Agreement. The
     Property Account shall be an account that is maintained with a banking
     institution the rating on whose long-term unsecured indebtedness is at
     least equal to the rating assigned to the Capital Securities by a
     "nationally recognized statistical rating organization", within the meaning
     of Rule 436(g)(2) under the Securities Act;

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

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

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

     (e) The Property Trustee shall take any Legal Action which arises out of or
in connection with a Trust Enforcement Event of which a Responsible Officer of
the Property Trustee has actual knowledge or the Property Trustee's duties and
obligations under this Trust Agreement or the Trust Indenture Act; provided,
however, that if a Trust Enforcement Event has occurred and is continuing and
such event is attributable to the failure of the Debenture Issuer to pay
interest, principal or other required payments on the Debentures on the date
such interest, principal or other required payments are otherwise payable (or in
the case of redemption, on the redemption date), then a Holder of Capital
Securities may directly institute a proceeding against the Debenture Issuer for
enforcement of payment to such Holder of the principal of or interest on
Debentures having a principal amount equal to the aggregate liquidation amount
of the Capital Securities of such Holder (a "Direct Action") on or after the
respective due date specified in the Debentures. Notwithstanding anything to the
contrary in this Trust Agreement or the Indenture, the Debenture Issuer shall
have the right to set-off any payment it is otherwise required to make under the
Indenture in respect of any Capital Security to the extent the Debenture Issuer
has heretofore made, or is currently on the date of such payment making, a
payment under the Guarantee relating to such Capital Security or under Section
5.8 of the Indenture.

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



                                       17
<PAGE>   25


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

          (ii) a Successor Property Trustee has been appointed and has accepted
     that appointment in accordance with Section 6.6.

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

     (h) The Property Trustee may authorize one or more Persons (each, a "Paying
Agent") to pay Distributions, redemption payments or liquidation payments on
behalf of the Trust with respect to all Securities and any such Paying Agent
shall comply with Section 317(b) of the Trust Indenture Act. Any Paying Agent
may be removed by the Property Trustee at any time and a successor Paying Agent
or additional Paying Agents may be appointed at any time by the Property
Trustee.

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

     The Property Trustee shall exercise the powers set forth in this Section
3.8 in a manner that is consistent with the purposes and functions of the Trust
set out in Section 3.3, and the Property Trustee shall have no power to, and
shall not, take any action that is inconsistent with the purposes and functions
of the Trust set out in Section 3.3.

     SECTION 3.9. Certain Duties and Responsibilities of the Property Trustee.

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

     (b) No provision of this 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) prior to the occurrence of a Trust Enforcement Event and after the
     curing or waiving of all such Trust Enforcement Events that may have
     occurred:



                                       18

<PAGE>   26


          a.   the duties and obligations of the Property Trustee shall be
               determined solely by the express provisions of this Trust
               Agreement and the Property Trustee shall not be liable except for
               the performance of such duties and obligations as are
               specifically set forth in this Trust Agreement, and no implied
               covenants or obligations shall be read into this Trust Agreement
               against the Property Trustee; and

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

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

          (iii) the Property Trustee shall not be liable with respect to any
     action taken or omitted to be taken by it without negligence, in good faith
     in accordance with the direction of the Holders of not less than a Majority
     in Liquidation Amount of the Securities relating to the time, method and
     place of conducting any proceeding for any remedy available to the Property
     Trustee, or exercising any trust or power conferred upon the Property
     Trustee under this Trust Agreement;

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

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



                                       19
<PAGE>   27


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

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

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

     SECTION 3.10. Certain Rights of Property Trustee.

     (a) Subject to the provisions of Section 3.9:

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

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

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

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

          (v) the Property Trustee may consult with counsel of its choice or
     other experts and the advice or opinion of such counsel and experts with
     respect to legal matters or advice within the scope of such experts' area
     of expertise shall



                                       20
<PAGE>   28


     be full and complete authorization and protection in respect of any action
     taken, suffered or omitted by it hereunder in good faith and in accordance
     with such advice or opinion, such counsel may be counsel to the Sponsor or
     any of its Affiliates, and may include any of its employees. The Property
     Trustee shall have the right at any time to seek instructions concerning
     the administration of this Trust Agreement from any court of competent
     jurisdiction;

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

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

          (viii) the Property Trustee may execute any of the trusts or powers
     hereunder or perform any duties hereunder either directly or by or through
     agents, custodians, nominees or attorneys and the Property Trustee shall
     not be responsible for any misconduct or negligence on the part of any
     agent or attorney appointed with due care by it hereunder, provided that
     such agent, custodian, nominee or attorney is a United States Person as
     defined in Section 7701(a)(30) of the Code;

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

          (x) whenever in the administration of this 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 Securities which instructions may only be given by the
     Holders of the same proportion in



                                       21
<PAGE>   29


     liquidation amount of the Securities as would be entitled to direct the
     Property Trustee under the terms of the Securities in respect of such
     remedy, right or action, (ii) may refrain from enforcing such remedy or
     right or taking such other action until such instructions are received, and
     (iii) shall be protected in conclusively relying on or acting in or
     accordance with such instructions;

          (xi) except as otherwise expressly provided by this 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;

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

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

          (xiv) the Property Trustee shall not be charged with knowledge of a
     Trust Enforcement Event 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 Holders holding more than a
     Majority in Liquidation Amount of the Capital Securities;

     (b) 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 applicable law, to perform any
such act or acts, or to exercise any such right, power, duty or obligation. No
permissive power or authority available to the Property Trustee shall be
construed to be a duty.

     SECTION 3.11. Delaware Trustee.

     Notwithstanding any other provision of this Trust Agreement other than
Section 6.2, the Delaware Trustee shall not be entitled to exercise any powers,
nor shall the Delaware Trustee have any of the duties and responsibilities of
the Administrative Trustees or the Property Trustee described in this Trust
Agreement. Except as set forth in Section 6.2, the Delaware Trustee shall be a
Trustee for the sole and limited purpose of fulfilling the requirements of
Section 3807(a) of the Business Trust Act. In the event the Delaware Trustee
shall at any time be required to take any action or perform any duty hereunder
with respect to the Trust, the Delaware Trustee shall be entitled to all of the
same rights as the Property Trustee listed in Section 3.9(b) and Section 3.10.



                                       22
<PAGE>   30


     SECTION 3.12. Execution of Documents.

     Except as otherwise required by the Business Trust Act or applicable law,
any Administrative Trustee is authorized to execute on behalf of the Trust any
documents that the Administrative Trustees have the power and authority to
execute pursuant to Section 3.6.

     SECTION 3.13. Not Responsible for Recitals or Issuance of Securities.

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

     SECTION 3.14. Duration of Trust.

     The Trust shall exist until dissolved and terminated pursuant to the
provisions of Article 8 hereof.

     SECTION 3.15. Mergers.

     (a) The Trust may not consolidate, amalgamate, merge with or into, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, except as described in Section
3.15(b) and (c) or Section 8.2.

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

          (i) if the Trust is not the successor, such successor entity (the
     "Successor Entity") either:

          a.   expressly assumes all of the obligations of the Trust with
               respect to the Securities; or

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

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



                                       23
<PAGE>   31


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

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

          (v) such merger, consolidation, amalgamation, replacement, conveyance,
     transfer or lease does not adversely affect the rights, preferences and
     privileges of the Holders of the Capital Securities (including any
     Successor Securities) in any material respect;

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

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

          a.   such merger, consolidation, amalgamation, replacement,
               conveyance, transfer or lease does not adversely affect the
               rights, preferences and privileges of the Holders of the Capital
               Securities (including any Successor Securities) in any material
               respect;

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

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

          (viii) the Sponsor or any permitted successor or assignee owns all of
     the common securities and guarantees the obligations of such Successor
     Entity under the Successor Securities at least to the extent provided by
     the Securities Guarantee and such Successor Entity expressly assumes all of
     the obligations of the Trust with respect to the Trustees.

     (c) Notwithstanding Section 3.15(b), the Trust shall not, except with the
consent of Holders of 100% in aggregate liquidation amount of the Securities,
consolidate, amalgamate, merge with or into, or be replaced by or convey,
transfer or lease its properties and assets substantially as an entirety to, any
other entity or permit any other entity to consolidate,



                                       24
<PAGE>   32


amalgamate, merge with or into, or replace it, if such consolidation,
amalgamation, merger, replacement, conveyance, transfer or lease would cause the
Trust or Successor Entity to be classified as other than a grantor trust for
United States federal income tax purposes and each Holder of the Securities not
to be treated as owning an undivided interest in the Debentures.

     SECTION 3.16. Property Trustee May File Proofs of Claim.

     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
similar judicial proceeding relative to the Trust or any other obligor upon the
Securities or the property of the Trust or of such other obligor or their
creditors, the Property Trustee (irrespective of whether any Distributions on
the Securities shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Property Trustee shall
have made any demand on the Trust for the payment of any past due Distributions)
shall be entitled and empowered, to the fullest extent permitted by law, by
intervention in such proceeding or otherwise:

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

          (b) to collect and receive any moneys or other property payable or
     deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Property Trustee and, in the event the
Property Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Property Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Property Trustee, its
agents and counsel, and any other amounts due the Property Trustee.

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




                                       25
<PAGE>   33


                                    ARTICLE 4

                                     SPONSOR

     SECTION 4.1. Responsibilities of the Sponsor.

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

          (a) to prepare for filing by the Trust with the Commission under the
     Securities Act or the Exchange Act, and execute on behalf of the Trust, one
     or more registration statements on the applicable forms, including any
     amendments thereto, pertaining to the Capital Securities, the Guarantee and
     the Debentures;

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

          (c) to negotiate the terms of, and execute, an underwriting agreement
     and other related agreements providing for the sale of the Capital
     Securities.

     SECTION 4.2. Indemnification and Fees and Expenses of the Trustees.

     The Sponsor, in its capacity as Debenture Issuer, agrees to indemnify the
Property Trustee and the Delaware Trustee for, and to hold each of them harmless
against, any loss, liability or expense incurred without negligence or bad faith
on the part of the Property Trustee or the Delaware Trustee, as the case may be,
arising out of or in connection with the acceptance or administration of the
trust or trusts hereunder, including the costs and expenses of defending either
of them against any claim or liability in connection with the exercise or
performance of any of their respective powers or duties hereunder; the
provisions of this Section 4.2 shall survive the resignation or removal of the
Delaware Trustee or the Property Trustee or the termination of this Trust
Agreement.

     SECTION 4.3. Compensation of the Trustees.

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




                                       26
<PAGE>   34


                                   ARTICLE 5

                         TRUST COMMON SECURITIES HOLDER

     SECTION 5.1. Debenture Issuer's Receipt of Common Securities.

     On the Closing Date, the Debenture Issuer will receive all of the Common
Securities and all of the Capital Securities issued by the Trust on the same
date in exchange for Debentures issued to the Trust by the Debenture Issuer. The
Common Securities will be issued in an amount equal to at least 3% of the
capital of the Trust.

     The aggregate stated liquidation amount of Common Securities outstanding at
any time shall not be less than 3% of the capital of the Trust.

     SECTION 5.2. Covenants of the Common Securities Holder.

     For so long as the Capital Securities remain outstanding, the Common
Securities Holder will covenant (i) to maintain directly 100% ownership of the
Common Securities, (ii) to cause the Trust to remain a statutory business trust
and not to voluntarily dissolve, wind up, liquidate or be terminated, except as
permitted by this Trust Agreement, (iii) to use its commercially reasonable
efforts to ensure that the Trust will not be an investment company for purposes
of the Investment Company Act, and (iv) to take no action which would be
reasonably likely to cause the Trust to be classified as other than a grantor
trust for United States federal income tax purposes.


                                   ARTICLE 6

                                    TRUSTEES

     SECTION 6.1. Number of Trustees.

     The number of Trustees initially shall be five, and:

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

          (b) after the issuance of any Securities, the number of Trustees may
     be increased or decreased by vote of the Holders of a Majority in
     Liquidation Amount of the Common Securities voting as a class at a meeting
     of the Holders of the Common Securities or by written consent in lieu of
     such meeting; provided that the number of Trustees shall be at least three;
     and provided further that (1) the Delaware Trustee, in the case of a
     natural person, shall be a person who is a resident of the State of
     Delaware or that, if not a natural person, is an entity which has its
     principal place of business in the State of Delaware and otherwise meets
     the requirements of applicable law; (2) at least one Administrative Trustee
     is an employee or officer of, or is affiliated with, the Sponsor; and (3)
     one Trustee shall be the Property Trustee for so long as this Trust
     Agreement is required to qualify as an indenture under the Trust Indenture
     Act, and such Trustee may also serve as Delaware Trustee if it meets the
     applicable requirements;



                                       27
<PAGE>   35


          (c) at all times, the Property Trustee must be (i) a bank as defined
     in Section 581 of the Code or (ii) a U.S. government-owned agency or U.S.
     government sponsored enterprise; and

          (d) at all times, each Trustee must be a United States Person as
     defined in Section 7701(a)(30) of the Code.

     SECTION 6.2. Delaware Trustee; Eligibility.

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

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

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

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

     SECTION 6.3. Property Trustee; Eligibility.

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

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

               (ii) be a corporation organized and doing business under the laws
          of the United States of America or any State or Territory thereof or
          of the District of Columbia, or a corporation or other Person
          permitted by the Commission to act as an institutional trustee under
          the Trust Indenture Act, authorized under such laws to exercise
          corporate trust owners, having a combined capital and surplus of at
          least 50 million U.S. dollars ($50,000,000), and subject to
          supervision or examination by federal, State, Territorial or District
          of Columbia authority. If such corporation publishes reports of
          condition at least annually, pursuant to law or to the requirements of
          the supervising or examining authority referred to above, then for the
          purposes of this Section 6.3(a)(ii), the combined capital and surplus
          of such corporation shall be deemed to be its combined capital and
          surplus as set forth in its most recent report of condition so
          published.

          (b) If at any time the Property Trustee shall cease to be eligible to
     so act under Section 6.3(a), the Property Trustee shall immediately resign
     in the manner and with the effect set forth in Section 6.6(c).

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



                                       28
<PAGE>   36


     Trust Indenture Act) shall in all respects comply with the provisions of
     Section 310(b) of the Trust Indenture Act.

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

     SECTION 6.4. Qualifications of Administrative Trustees and Delaware Trustee
                  Generally.

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

     SECTION 6.5. Initial Administrative Trustees.

     The initial Administrative Trustees shall be:

     David M. Moffett, Daryl N. Bible and Lee R. Mitau, the business address of
all of whom is c/o U.S. Bancorp, 601 Second Avenue South, Minneapolis, Minnesota
55402.

     SECTION 6.6. Appointment, Removal and Resignation of Trustees.

          (a) Subject to Section 6.6(b), Trustees may be appointed or removed
     without cause at any time:

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

               (ii) after the issuance of any Securities (but prior to the
          occurrence of an Indenture Event of Default), by vote of the Holders
          of a Majority in Liquidation Amount of the Common Securities voting as
          a class at a meeting of the Holders of the Common Securities; and

               (iii) after the issuance of the Capital Securities and the
          occurrence of an Indenture Event of Default, and only with respect to
          each of the Property Trustee and Delaware Trustee, by vote of the
          Holders of a Majority in Liquidation Amount of the Capital Securities.

          (b) The Trustee that acts as Property Trustee shall not be removed in
     accordance with Section 6.6(a) until a successor Trustee possessing the
     qualifications to act as Property Trustee under Section 6.3(a) (a
     "Successor Property Trustee") has been appointed and has accepted such
     appointment by



                                       29
<PAGE>   37


     written instrument executed by such Successor Property Trustee and
     delivered to the Administrative Trustees and the Sponsor. The Trustee that
     acts as Delaware Trustee shall not be removed in accordance with Section
     6.6(a) until a successor Trustee possessing the qualifications to act as
     Delaware Trustee under Sections 6.2 and 6.4 (a "Successor Delaware
     Trustee") has been appointed and has accepted such appointment by written
     instrument executed by such Successor Delaware Trustee and delivered to the
     Administrative Trustees and the Sponsor.

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

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

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

               b.   until the assets of the Trust have been completely
                    liquidated and the proceeds thereof distributed to the
                    holders of the Securities; and

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

          (d) The Holders of the Common Securities shall use their best efforts
     to promptly appoint a Successor Delaware Trustee or Successor Property
     Trustee, as the case may be, if the Property Trustee or the Delaware
     Trustee delivers an instrument of resignation in accordance with this
     Section 6.6.

          (e) If no Successor Property Trustee or Successor Delaware Trustee, as
     the case may be, shall have been appointed and accepted appointment as
     provided in this Section 6.6 within 60 days after delivery to the Sponsor
     and the Trust of an instrument of resignation or removal, the resigning or
     removed Property Trustee or Delaware Trustee, as applicable, may petition
     any court of competent jurisdiction in the U.S. for appointment of a
     Successor Property Trustee or Successor Delaware Trustee, as applicable.
     Such court may thereupon, after prescribing such notice, if any, as it may
     deem proper, appoint a Successor Property Trustee or Successor Delaware
     Trustee, as the case may be.

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



                                       30
<PAGE>   38


     SECTION 6.7. Vacancies among Trustees.

     If a Trustee ceases to hold office for any reason and the number of
Trustees is not reduced pursuant to Section 6.1, or if the number of Trustees is
increased pursuant to Section 6.1, a vacancy shall occur. A resolution
certifying the existence of such vacancy by the Administrative Trustees or, if
there are more than two, a majority of the Administrative Trustees shall be
conclusive evidence of the existence of such vacancy. The vacancy shall be
filled with a Trustee appointed in accordance with Section 6.6.

     SECTION 6.8. Effect of Vacancies.

     The death, resignation, retirement, removal, bankruptcy, dissolution,
liquidation, incompetence or incapacity to perform the duties of a Trustee shall
not operate to 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 6.6, the
Administrative Trustees in office, regardless of their number, shall have all
the powers granted to the Administrative Trustees and shall discharge all the
duties imposed upon the Administrative Trustees by this Trust Agreement.

     SECTION 6.9. Meetings.

     If there is more than one Administrative Trustee, meetings of the
Administrative Trustees shall be held from time to time upon the call of any
Administrative Trustee. Regular meetings of the Administrative Trustees may be
held at a time and place fixed by resolution of the Administrative Trustees.
Notice of any in-person meetings of the Administrative Trustees shall be hand
delivered or otherwise delivered in writing (including by facsimile, with a hard
copy by overnight courier) not less than 48 hours before such meeting. Notice of
any telephonic meetings of the Administrative Trustees shall be hand delivered
or otherwise delivered in writing (including by facsimile, with a hard copy by
overnight courier) not less than 24 hours before a meeting. Notices shall
contain a brief statement of the time, place and anticipated purposes of the
meeting. The presence (whether in person or by telephone) of an Administrative
Trustee at a meeting shall constitute a waiver of notice of such meeting except
where an Administrative Trustee attends a meeting for the express purpose of
objecting to the transaction of any activity on the ground that the meeting has
not been lawfully called or convened. Unless provided otherwise in this Trust
Agreement, any action of the Administrative Trustees may be taken at a meeting
by vote of a majority of the Administrative Trustees present (whether in person
or by telephone) and eligible to vote with respect to such matter, provided that
a Quorum is present, or without a meeting by the unanimous written consent of
the Administrative Trustees. In the event there is only one Administrative
Trustee, any and all action of such Administrative Trustee shall be evidenced by
a written consent of such Administrative Trustee.

     SECTION 6.10. Delegation of Power.

     (a) Any Administrative Trustee may, by power of attorney consistent with
applicable law, delegate to any natural person over the age of 21 his, her or
its power for the purpose of executing any documents contemplated in Section 3.6
or making any governmental



                                       31
<PAGE>   39


filing; provided that such person is a United States Person as defined in
Section 7701(a)(30) of the Code.

     (b) The Administrative Trustees shall have power to delegate from time to
time to such of their number or to officers of the Trust the doing of such
things and the execution of such instruments either in the name of the Trust or
the names of the Administrative Trustees or otherwise as the Administrative
Trustees may deem expedient, to the extent such delegation is not prohibited by
applicable law or contrary to the provisions of the Trust, as set forth herein;
provided, that such person is a United States Person as defined in Section
7701(a)(30) of the Code.

     SECTION 6.11. Merger, Conversion, Consolidation or Succession to Business.

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


                                   ARTICLE 7

                               TERMS OF SECURITIES

     SECTION 7.1. General Provisions Regarding Securities.

     (a) The Administrative Trustees shall on behalf of the Trust issue one
class of capital securities representing undivided beneficial interests in the
assets of the Trust and one class of common securities representing undivided
beneficial interests in the assets of the Trust.

          (i) Capital Securities. The Capital Securities of the Trust have an
     aggregate liquidation amount with respect to the assets of the Trust of up
     to seven hundred million dollars ($700,000,000) with respect to the closing
     of the sale of Capital Securities on one or more occasions. The Capital
     Securities are hereby designated for identification purposes only as "7.75%
     Trust Preferred Securities" (the "Capital Securities"). The Capital
     Security Certificates evidencing the Capital Securities shall be
     substantially in the form of Exhibit A to this Trust Agreement, with such
     changes and additions thereto or deletions therefrom as may be required by
     ordinary usage, custom or practice or to conform to the rules of any stock
     exchange on which the Capital Securities are listed or quoted.

          (ii) Common Securities. The Common Securities of the Trust have an
     aggregate liquidation amount with respect to the assets of the Trust of up
     to twenty-one million six hundred fifty thousand dollars ($21,650,000) with
     respect to the closing of the sale of Common Securities on one or more
     occasions. The



                                       32
<PAGE>   40


     Common Securities are hereby designated for identification purposes only as
     "7.75% Common Securities" (the "Common Securities" and, together with the
     Capital Securities, the "Securities"). The Common Security Certificates
     evidencing the Common Securities shall be substantially in the form of
     Exhibit B to this Trust Agreement, with such changes and additions thereto
     or deletions therefrom as may be required by ordinary usage, custom or
     practice.

     (b) Payment of Distributions on, and payment of the Redemption Price upon a
redemption of, the Capital Securities and the Common Securities, as applicable,
shall be made Pro Rata based on the liquidation amount of such Capital
Securities and Common Securities; provided, however, that if on any date on
which amounts payable on distribution or redemption, an Indenture Event of
Default shall have occurred and be continuing, no payment of any Distribution
on, or Redemption Price of, any of the Common Securities, and no other payment
on account of the redemption, liquidation or other acquisition of such Common
Securities, shall be made unless payment in full in cash of all accumulated and
unpaid Distributions on all of the outstanding Capital Securities for all
Distribution periods terminating on or prior thereto, or, in the case of amounts
payable on redemption, the full amount of the Redemption Price for all of the
outstanding Capital Securities then called for redemption, shall have been made
or provided for, and all funds available to the Property Trustee shall first be
applied to the payment in full in cash of all Distributions on, or the
Redemption Price of, the Capital Securities then due and payable. The Trust
shall issue no securities or other interests in the assets of the Trust other
than the Capital Securities and the Common Securities.

     (c) The Certificates shall be signed on behalf of the Trust by an
Administrative Trustee. Such signature shall be the manual or facsimile
signature of any present or any future Administrative Trustee. In case an
Administrative Trustee of the Trust who shall have signed any of the
Certificates shall cease to be such Administrative Trustee before the
Certificates so signed shall be delivered by the Trust, such Certificates
nevertheless may be delivered as though the person who signed such Certificates
had not ceased to be such Administrative Trustee; and any Certificate may be
signed on behalf of the Trust by such persons who, at the actual date of
execution of such Certificate, shall be the Administrative Trustees of the
Trust, although at the date of the execution and delivery of the Trust Agreement
any such person was not such an Administrative Trustee. 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 their
execution thereof, and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements as the
Administrative Trustees may deem appropriate, or as may be required to comply
with any law or with any rule or regulation of any stock exchange on which
Securities may be listed, or to conform to usage.

     A Certificate representing Capital Securities shall not be valid until
authenticated by the manual signature of an authorized officer of the Property
Trustee. Such signature shall be conclusive evidence that such Certificate has
been authenticated under this Trust Agreement.

     Upon a written order of the Trust signed by one Administrative Trustee, the
Property Trustee shall authenticate the Certificates representing Capital
Securities for original issue. The



                                       33
<PAGE>   41


aggregate amount of Capital Securities outstanding at any time shall not exceed
the liquidation amount set forth in Section 7.1(a)(i).

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

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

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

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

     (g) The holders of the Securities shall have no preemptive or similar
rights.

     SECTION 7.2. Distributions.

     (a) As owners of undivided beneficial ownership interests in the
Debentures, holders of Securities shall be entitled to receive cumulative cash
Distributions at the rate per annum of 7.75% of the stated liquidation amount of
$25 per Security. Pursuant to the Indenture, the amount of interest on the
Debentures payable for any period shorter than a full quarterly interest period,
and, as a result, Distributions on the Securities payable for any period shorter
than a full quarterly distribution period shall be computed on the basis of a
30-day month and for periods of less than a month, the actual number of days
elapsed per 30-day month. Subject to Section 7.1(b), Distributions shall be made
on the Capital Securities and the Common Securities on a Pro Rata basis.
Pursuant to the Indenture, interest on the Debentures shall, from the date of
original issue, accrue and be cumulative, and, as a result Distributions on the
Securities shall, from the date of original issue, accumulate and be cumulative.
Distributions shall be payable quarterly in arrears on each February 1, May 1,
August 1 and November 1 of each year, commencing August 1, 2001, when, as and if
available for payment, by the Property Trustee, except as otherwise described
below. Distributions are payable only to the extent that payments are made in
respect of the Debentures held by the Property Trustee and to the extent that
the Trust has funds available for the payment of such Distributions in the
Property Account.

     (b) Pursuant to the Indenture, interest not paid on the scheduled payment
date will accrue and compound quarterly at the rate of 7.75% per annum, and, as
a result, interests on the Debentures not paid on the scheduled payment date
will accrue and compound quarterly at the rate of 7.75% per annum (and, as a
result) the Distributions on the Securities will accumulate



                                       34
<PAGE>   42


and compound at the rate of 7.75% per annum ("Compounded Distributions").
"Distributions" shall mean ordinary cumulative distributions together with any
Compounded Distributions.

     (c) If and to the extent that the Debenture Issuer makes a payment of
interest, premium and/or principal on the Debentures held by the Property
Trustee (the amount of any such payment being a "Payment Amount"), the Property
Trustee shall and is directed, to the extent funds are available for that
purpose, make a Pro Rata distribution of the Payment Amount to Holders, subject
to Section 7.1(b).

     (d) Distributions on the Securities shall be payable to the Holders thereof
as they appear on the register of the Trust as of the close of business on the
relevant record dates. While the Capital Securities are represented by one or
more Global Securities, the relevant record dates shall be the close of business
the Business Day preceding such Distribution payment date; otherwise the
relevant record date shall be the fifteenth day (whether or not a Business Day)
preceding such Distribution payment date. At all times, the Distribution payment
dates shall correspond to the interest payment dates on the Debentures.
Distributions payable on any Securities that are not punctually paid on any
Distribution payment date, as a result of the Debenture Issuer having failed to
make a payment under the Debentures, shall cease to be payable to the Person in
whose name such Securities are registered on the relevant record date, and such
defaulted Distribution will instead be payable to the Person in whose name such
Securities are registered on the special record date or other specified date
determined in accordance with this Trust Agreement. If any date on which
Distributions are payable on the Securities is not a Business Day, then payment
of the Distribution payable on such date will be made on the next succeeding day
that is a Business Day (and without any interest or other payment in respect of
any such delay), with the same force and effect as if made on such payment date.

     (e) In the event that there is any money or other property held by or for
the Trust that is not accounted for hereunder, such property shall be
distributed Pro Rata among the Holders of the Securities except as provided in
Section 7.1(b).

     SECTION 7.3. Redemption of Securities.

     (a) Upon the repayment or redemption, in whole or in part, of the
Debentures held by the Trust, whether at the stated maturity of the Debentures
or upon earlier redemption as provided in the Indenture, the proceeds from such
repayment or redemption shall be simultaneously applied Pro Rata (subject to
Section 7.1(b)) to redeem Securities having an aggregate liquidation amount
equal to the aggregate principal amount of the Debentures so repaid or redeemed
at the Redemption Price. Holders shall be given not less than 30 nor more than
60 days notice of such redemption in accordance with Section 7.4.

     (b) On the date fixed for any distribution of Debentures, upon dissolution
of the Trust, (i) the Securities will no longer be deemed to be outstanding and
(ii) certificates representing Securities will be deemed to represent the
Debentures having an aggregate principal amount equal to the stated liquidation
amount of, and bearing accrued and unpaid interest equal to accumulated and
unpaid distributions on, such Securities until such certificates are presented
to the Sponsor or its agent for transfer or reissuance.




                                       35
<PAGE>   43


     SECTION 7.4. Redemption Procedures.

     (a) Notice of any redemption of, or notice of distribution of Debentures in
exchange for, the Securities (a "Redemption/Distribution Notice"), which notice
shall be irrevocable, will be given by the Trust by mail to each Holder of
Securities to be redeemed or exchanged not fewer than 30 nor more than 60 days
before the date fixed for redemption or exchange thereof which, in the case of a
redemption, will be the date fixed for redemption of the Debentures. For
purposes of the calculation of the date of redemption or exchange and the dates
on which notices are given pursuant to this Section 7.4(a), a
Redemption/Distribution Notice shall be deemed to be given on the day such
notice is first mailed by first-class mail, postage prepaid, to Holders of
Securities. Each Redemption/Distribution Notice shall be addressed to the
Holders of Securities at the address of each such Holder appearing in the
register of the Trust. No defect in the Redemption/Distribution Notice or in the
mailing of either thereof with respect to any Holder shall affect the validity
of the redemption or exchange proceedings with respect to any other Holder.

     (b) If fewer than all the outstanding Securities are to be so redeemed, the
Common Securities and the Capital Securities will be redeemed Pro Rata (subject
to Section 7.1(b)) and the Capital Securities to be redeemed will be redeemed as
described in Section 7.4(c) below. The particular Capital Securities to be
redeemed will be selected on a Pro Rata basis by the Property Trustee from the
outstanding Capital Securities not previously called for redemption, by such
method (including, without limitation, by lot) as the Property Trustee shall
deem fair and appropriate. The Trust may not redeem the Securities in part
unless all accumulated and unpaid Distributions to the date of redemption have
been paid in full on all Securities then outstanding. For all purposes of this
Trust Agreement, unless the context otherwise requires, all provisions relating
to the redemption of Capital Securities shall relate, in the case of any Capital
Security redeemed or to be redeemed only in part, to the portion of the
aggregate liquidation amount of Capital Securities which has been or is to be
redeemed.

     (c) Subject to the Trust's fulfillment of the notice requirements set forth
in Section 7.4(a) above, if Securities are to be redeemed, then (i) with respect
to Capital Securities represented by one or more Global Securities, by 12:00
noon, New York City time, on the redemption date, provided that the Debenture
Issuer has paid the Property Trustee a sufficient amount of cash in connection
with the related redemption or maturity of the Debentures, the Property Trustee
will deposit irrevocably with the Depositary or its nominee (or successor
Clearing Agency or its nominee) funds sufficient to pay the applicable
Redemption Price with respect to the Capital Securities and will give the
Depositary irrevocable instructions and authority to pay the Redemption Price to
the Holders of the Capital Securities and (ii) with respect to Securities not
represented by one or more Global Securities, provided that the Debenture Issuer
has paid the Property Trustee a sufficient amount of cash in connection with the
related redemption or maturity of the Debentures, the Property Trustee will give
the Paying Agent irrevocable instructions and authority to pay the relevant
Redemption Price to the Holders of such Securities upon surrender of their
certificates evidencing the Capital Securities. Payment of the Redemption Price
on the Capital Securities will be made to the recordholders thereof as they
appear on the register of the Trust on the relevant record date, which shall be
one Business Day prior to the relevant redemption date; provided, however, that
with respect to the Capital Securities not represented by one or more Global
Securities, the relevant record date shall be the



                                       36
<PAGE>   44


date fifteen days prior to the relevant redemption date. If any date fixed for
redemption of Securities is not a Business Day, then payment of the Redemption
Price payable on such date will be made on the next succeeding day that is a
Business Day (and without any interest or other payment in respect of any such
delay) with the same force and effect as if made on such date fixed for
redemption. If, however, the Business Day falls in the next calendar year, then
payment of the Redemption Price will be made on the immediately preceding
Business Day with the same force and effect as if made on such date fixed for
redemption. If payment of the Redemption Price in respect of any Securities is
not paid because the payment of the Redemption Price on the Debentures is not
made, interest will continue to accrue on the Debentures, and, as a result,
Distributions on such Securities will continue to accumulate at the then
applicable rate from the original redemption date to the actual date of payment,
in which case the actual payment date will be considered the date fixed for
redemption for purposes of calculating the Redemption Price. For these purposes,
the applicable Redemption Price shall not include Distributions which are being
paid to Holders who were Holders on a relevant record date. If a
Redemption/Distribution Notice shall have been given and funds deposited or paid
as required, then immediately prior to the close of business on the date of such
deposit or payment, Distributions will cease to accumulate on the Securities
called for redemption and all rights of Holders of such Securities so called for
redemption will cease, except the right of the Holders to receive the Redemption
Price, but without interest on such Redemption Price, and from and after the
date fixed for redemption, such Securities will cease to be outstanding.

     Neither the Administrative Trustees nor the Trust shall be required to
register or cause to be registered the transfer of any Securities that have been
called for redemption, except in the case of any Securities being redeemed in
part, any portion thereof not to be redeemed.

     (d) Subject to the foregoing and applicable law (including, without
limitation, United States federal securities laws), the Debenture Issuer or its
subsidiaries may at any time and from time to time purchase outstanding Capital
Securities by tender, in the open market or by private agreement.

     SECTION 7.5. Voting Rights of Capital Securities.

     (a) Except as provided under Section 6.6, Section 11.1 and this Article 7
and as otherwise required by the Business Trust Act, the Trust Indenture Act and
other applicable law, the Holders of the Capital Securities shall have no voting
rights.

     (b) Subject to the requirement of the Property Trustee obtaining a tax
opinion in certain circumstances set forth in Section 7.5(d) below, the Holders
of a Majority in Liquidation Amount of the Capital Securities voting separately
as a class have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Property Trustee, or to direct the
exercise of any trust or power conferred upon the Property Trustee under the
Trust Agreement, including the right to direct the Property Trustee, as Holder
of the Debentures, to (i) exercise the remedies available to it under the
Indenture as a Holder of the Debentures; (ii) consent to any amendment or
modification of the Indenture or the Debentures where such consent shall be
required or (iii) waive any past default and its consequences that is waivable
under Section 5.13 of the Indenture; provided, however, that if an Indenture
Event of Default has occurred and is continuing, then the Holders of 25% of the



                                       37
<PAGE>   45


aggregate liquidation amount of the Capital Securities may direct the Property
Trustee to declare the principal of and interest on the Debentures due and
payable; provided, further, that where a consent or action under the Indenture
would require the consent or act of the Holders of more than a majority of the
aggregate principal amount of Debentures affected thereby, only the Holders of
the percentage of the aggregate stated liquidation amount of the Capital
Securities which is at least equal to the percentage required under the
Indenture may direct the Property Trustee to give such consent to take such
action.

     (c) If the Property Trustee fails to enforce its rights under the
Debentures after a Holder of Capital Securities has made a written request, such
Holder of Capital Securities may, to the extent permitted by applicable law,
institute a legal proceeding directly against the Debenture Issuer to enforce
the Property Trustee's rights under the Indenture without first instituting any
legal proceeding against the Property Trustee or any other Person. In addition,
if a Trust Enforcement Event has occurred and is continuing and such event is
attributable to the failure of the Debenture Issuer to make any interest,
principal or other required payments when due under the Indenture, then a Holder
of Capital Securities may directly institute a Direct Action against the
Debenture Issuer on or after the respective due date specified in the
Debentures.

     (d) The Property Trustee shall notify all Holders of the Capital Securities
of any notice of any Indenture Event of Default received from the Debenture
Issuer with respect to the Debentures. Such notice shall state that such
Indenture Event of Default also constitutes a Trust Enforcement Event. Except
with respect to directing the time, method, and place of conducting a proceeding
for a remedy, the Property Trustee shall be under no obligation to take any of
the actions described in clause 7.5(b)(i) and (ii) above unless the Property
Trustee has obtained an opinion of independent tax counsel to the effect that
the Trust will not be classified as an association or publicly traded
partnership taxable as a corporation for United States federal income tax
purposes as a result of such action.

     (e) In the event the consent of the Property Trustee, as the Holder of the
Debentures, is required under the Indenture with respect to any amendment or
modification of the Indenture, the Property Trustee shall request the direction
of the Holders of the Capital Securities with respect to such amendment or
modification and shall vote with respect to such amendment or modification as
directed by not less than a majority in liquidation amount of the Capital
Securities voting together as a single class; provided, however, that where a
consent under the Indenture would require the consent of the Holders of more
than a majority of the aggregate principal amount of the Debentures, the
Property Trustee may only give such consent at the direction of the Holders of
at least the same proportion in aggregate stated liquidation amount of the
Securities. The Property Trustee shall not take any such action in accordance
with the directions of the Holders of the Securities unless the Property Trustee
has obtained an opinion of independent tax counsel to the effect that the Trust
will not be classified as an association or publicly traded partnership taxable
as a corporation for United States federal income tax purposes as a result of
such action.

     (f) A waiver of an Indenture Event of Default with respect to the
Debentures will constitute a waiver of the corresponding Trust Enforcement
Event.




                                       38
<PAGE>   46


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

     (h) No vote or consent of the Holders of Capital Securities shall be
required for the Trust to redeem and cancel Capital Securities or distribute
Debentures in accordance with this Trust Agreement and the terms of the
Securities.

     (i) Notwithstanding that Holders of Capital Securities are entitled to vote
or consent under any of the circumstances described above, any of the Securities
that are owned at such time by the Debenture Issuer, any Administrative Trustee
or any entity directly or indirectly controlled by, or under direct or indirect
common control with, the Debenture Issuer or any Administrative Trustee, shall
not be entitled to vote or consent and shall, for purposes of such vote or
consent, be treated as if such Securities were not outstanding; provided,
however, that Persons otherwise eligible to vote to whom the Debenture Issuer or
any of its subsidiaries have pledged Capital Securities may vote or consent with
respect to such pledged Capital Securities under any of the circumstances
described herein.

     (j) Subject to Sections 6.6(a) and 7.5(k), Holders of the Capital
Securities shall have no rights to appoint or remove the Trustees, who may be
appointed, removed or replaced solely by the Common Securities Holder.

     (k) If an Indenture Event of Default has occurred and is continuing, the
Property Trustee and the Delaware Trustee may be removed at such time only by a
Majority in Liquidation Amount of the Capital Securities.

     (l) The Trustees shall not revoke any action previously authorized or
approved by a vote of the Holders of the Securities, except by a subsequent vote
of the Holders of the Securities.

     SECTION 7.6. Voting Rights of Common Securities.

     (a) Except as provided under Section 6.1(b), this Section 7.6 or Section
11.1 or as otherwise required by the Business Trust Act, the Trust Indenture Act
or other applicable law or provided by the Trust Agreement, the Holders of the
Common Securities will have no voting rights.

     (b) Subject to Sections 6.6(a) and 7.5(k), the Holders of the Common
Securities shall be entitled, in accordance with Article VI of this Trust
Agreement, to vote to appoint, remove or replace any Trustee or to increase or
decrease the number of Trustees.

     (c) Subject to Section 2.6 and only after all Trust Enforcement Events with
respect to the Capital Securities have been cured, waived, or otherwise
eliminated and subject to



                                       39
<PAGE>   47


the requirement of the Property Trustee obtaining a tax opinion in certain
circumstances set forth in this paragraph (c), the Holders of a Majority in
Liquidation Amount of the Common Securities have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Property Trustee, or direct the exercise of any trust or power conferred upon
the Property Trustee under this Trust Agreement, including the right to direct
the Property Trustee, as Holder of the Debentures, to (i) exercise the remedies
available to it under the Indenture as a Holder of the Debentures, (ii) consent
to any amendment or modification of the Indenture or the Debentures where such
consent shall be required or (iii) waive any past default and its consequences
that is waivable under Section 5.13 of the Indenture; provided, however, that
where a consent or action under the Indenture would require the consent or act
of the Holders of more than a majority of the aggregate principal amount of
Debentures affected thereby, only the Holders of the percentage of the aggregate
stated liquidation amount of the Common Securities which is at least equal to
the percentage required under the Indenture may direct the Property Trustee to
have such consent or take such action. Except with respect to directing the
time, method, and place of conducting a proceeding for a remedy, the Property
Trustee shall be under no obligation to take any of the actions described in
clause 7.6(c)(i) and (ii) above unless the Property Trustee has obtained an
opinion of independent tax counsel to the effect that, as a result of such
action, for United States federal income tax purposes the Trust will not be
classified as other than a grantor trust.

     (d) If the Property Trustee fails to enforce its rights under the
Debentures after a Holder of Common Securities has made a written request, such
Holder of Common Securities may, to the extent permitted by applicable law,
directly institute a legal proceeding directly against the Debenture Issuer to
enforce the Property Trustee's rights under the Debentures without first
instituting any legal proceeding against the Property Trustee or any other
Person.

     (e) A waiver of an Indenture Event of Default with respect to the
Debentures will constitute a waiver of the corresponding Trust Enforcement
Event.

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

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

     SECTION 7.7. Paying Agent.

     In the event that any Capital Securities are not in book-entry only form,
the Trust shall maintain in the Borough of Manhattan, City of New York, State of
New York, an office or agency where the Capital Securities may be presented for
payment ("Paying Agent"). The Trust



                                       40
<PAGE>   48


may appoint the paying agent and may appoint one or more additional paying
agents in such other locations as it shall determine. The term "Paying Agent"
includes any additional paying agent. The Trust may change any Paying Agent
without prior notice to the Holders. The Trust shall notify the Property Trustee
of the name and address of any Paying Agent not a party to this Trust Agreement.
If the Trust fails to appoint or maintain another entity as Paying Agent, the
Property Trustee shall act as such. The Trust or any of its Affiliates may act
as Paying Agent. The Property Trustee shall initially act as Paying Agent for
the Securities. In the event the Property Trustee shall no longer be the Paying
Agent, the Administrative Trustees shall appoint a successor (which shall be a
bank or trust company acceptable to the Debenture Issuer) to act as Paying
Agent. The Paying Agent shall be permitted to resign as Paying Agent upon 30
days' written notice to the Property Trustee and the Debenture Issuer.

     SECTION 7.8. Listing.

     The Sponsor shall use its best efforts to cause the Capital Securities to
be listed for quotation on the New York Stock Exchange.

     SECTION 7.9. Transfer of Securities.

     (a) Securities may only be transferred, in whole or in part, in accordance
with the terms and conditions set forth in this Trust Agreement and in the terms
of the Securities. To the fullest extent permitted by law, any transfer or
purported transfer of any Security not made in accordance with this Trust
Agreement shall be null and void.

     (b)       (i) Subject to this Article 7, Capital Securities shall be freely
          transferable.

               (ii) The Holder of the Common Securities may not transfer the
          Common Securities except (A) in compliance with a consolidation,
          merger, sale, conveyance or lease of the Sponsor in compliance with
          Article VIII of the Indenture or (B) to the Sponsor or an Affiliate
          thereof in compliance with applicable law, including the Securities
          Act and applicable state securities and blue sky laws. To the fullest
          extent permitted by law, any attempted transfer of the Common
          Securities other than as set forth in the immediately preceding
          sentence shall be null and void.

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

     (d) Upon surrender for registration of transfer of any Security at an
office or agency of the Trust designated for such purpose, the Trust shall
execute, and the Property Trustee shall authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Securities of any
authorized denominations and of a like aggregate principal amount.



                                       41
<PAGE>   49


     (e) At the option of the Holder, Securities may be exchanged for other
Securities of any authorized denominations and of a like aggregate principal
amount, upon surrender of the Securities to be exchanged at such office or
agency. Whenever any Securities are so surrendered for exchange, the Trust shall
execute, and in the case of Capital Securities the Property Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive.

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

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

     (h) If the Securities are to be redeemed in part, the Trust shall not be
required (A) to issue, register the transfer of or exchange any Securities
during a period beginning at the opening of business 15 days before the day of
the mailing of a notice of redemption of any such Securities selected for
redemption under Section 7.4 and ending at the close of business on the day of
such mailing, or (B) to register the transfer or exchange of any Security so
selected for redemption in whole or in part, except the unredeemed portion of
any Security being redeemed in part.

     SECTION 7.10. Mutilated, Destroyed, Lost or Stolen Certificates.

If:

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

          (b) there shall be delivered to the Administrative Trustees such
     security or indemnity as may be required by them to keep each of the
     Trustees, the Sponsor and the Trust harmless,

then, in the absence of notice that such Certificate shall have been acquired by
a bona fide purchaser, any Administrative Trustee on behalf of the Trust shall
execute and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of like denomination.
In connection with the issuance of any new Certificate under this Section 7.10,
the Administrative Trustees may require the payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection
therewith. Any duplicate Certificate issued pursuant to this Section shall
constitute conclusive evidence of an ownership interest in the relevant
Securities, as if originally issued, whether or not the lost, stolen or
destroyed Certificate shall be found at any time.



                                       42
<PAGE>   50


     SECTION 7.11. Deemed Security Holders.

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

     SECTION 7.12. Global Securities.

     On initial issuance, the Capital Securities shall be issued in definitive
form to the Sponsor. Upon transfer by the Sponsor of the Capital Securities, the
Capital Securities may be issued in the form of one or more Global Securities.
If the Capital Securities are to be issued in the form of one or more Global
Securities, then an Administrative Trustee on behalf of the Trust shall execute
and the Property Trustee shall authenticate and deliver one or more Global
Securities that (i) shall represent and shall be denominated in an amount equal
to the aggregate liquidation amount of all of the Capital Securities to be
issued in the form of Global Securities and not yet cancelled, (ii) shall be
registered in the name of the Depositary for such Global Security or the nominee
of such Depositary, and (iii) shall be delivered by the Property Trustee to such
Depositary or pursuant to such Depositary's instructions. Global Securities
shall bear a legend substantially to the following effect:

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

     Unless this Capital Security Certificate is presented by an authorized
     representative of the Depositary to USB Capital III or its agent for
     registration of transfer, exchange or payment, and any Capital Security
     Certificate issued is registered in the name of Cede & Co. or such other
     name as requested by an authorized representative of the Depositary (and
     any payment hereon is made to Cede & Co. or to such other entity as is
     requested by an authorized representative of the Depositary), 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."

     Capital Securities not represented by a Global Security issued in exchange
for all or a part of a Global Security pursuant to this Section 7.12 shall be
registered in such names and in such authorized denominations as the Depositary,
pursuant to instructions from its direct or indirect participants or otherwise,
shall instruct the Property Trustee. Upon execution and authentication, the
Property Trustee shall deliver such Capital Securities not represented by a



                                       43
<PAGE>   51


Global Security to the Persons in whose names such definitive Capital Securities
are so registered.

     At such time as all interests in Global Securities have been redeemed,
repurchased or cancelled, such Global Securities shall be, upon receipt thereof,
cancelled by the Property Trustee in accordance with standing procedures of the
Depositary. At any time prior to such cancellation, if any interest in Global
Securities is exchanged for Capital Securities not represented by a Global
Security, redeemed, cancelled or transferred to a transferee who receives
Capital Securities not represented by a Global Security therefor or any Capital
Security not represented by a Global Security is exchanged or transferred for
part of Global Securities, the principal amount of such Global Securities shall,
in accordance with the standing procedures of the Depositary, be reduced or
increased, as the case may be, and an endorsement shall be made on such Global
Securities by the Property Trustee to reflect such reduction or increase.

     The Trust and the Property Trustee may for all purposes, including the
making of payments due on the Capital Securities, deal with the Depositary as
the authorized representative of the Holders for the purposes of exercising the
rights of Holders hereunder. The rights of the owner of any beneficial interest
in a Global Security shall be limited to those established by law and agreements
between such owners and depository participants provided, that no such agreement
shall give any rights to any Person against the Trust or the Property Trustee
without the written consent of the parties so affected. Multiple requests and
directions from and votes of the Depositary as holder of Capital Securities in
global form with respect to any particular matter shall not be deemed
inconsistent to the extent they do not represent an amount of Capital Securities
in excess of those held in the name of the Depositary or its nominee.

     If at any time the Depositary for any Capital Securities represented by one
or more Global Securities notifies the Trust that it is unwilling or unable to
continue as Depositary for such Capital Securities or if at any time the
Depositary for such Capital Securities shall no longer be eligible under this
Section 7.12, the Trust shall appoint a successor Depositary with respect to
such Capital Securities. If a successor Depositary for such Capital Securities
is not appointed by the Trust within 90 days after the Trust receives such
notice or becomes aware of such ineligibility, the Trust's election that such
Capital Securities be represented by one or more Global Securities shall no
longer be effective and the Trust shall execute, and the Property Trustee will
authenticate and deliver, Capital Securities in definitive registered form, in
any authorized denominations, in an aggregate liquidation amount equal to the
principal amount of the Global Security or Capital Securities representing such
Capital Securities in exchange for such Global Security or Capital Securities.

     The Trust may at any time and in its sole discretion determine that the
Capital Securities issued in the form of one or more Global Securities shall no
longer be represented by a Global Security or Capital Securities. In such event
the Trust shall execute, and the Property Trustee, shall authenticate and
deliver, Capital Securities in definitive registered form, in any authorized
denominations, in an aggregate liquidation amount equal to the principal amount
of the Global Security or Capital Securities representing such Capital
Securities, in exchange for such Global Security or Capital Securities.




                                       44
<PAGE>   52


     Notwithstanding any other provisions of this Trust Agreement (other than
the provisions set forth in Section 7.9), Global Securities may not be
transferred as a whole except by the Depositary to a nominee of the Depositary
or by a nominee of the Depositary to the Depositary or another nominee of the
Depositary or by the Depositary or any such nominee to a successor Depositary or
a nominee of such successor Depositary.

     Interests of beneficial owners in a Global Security may be transferred or
exchanged for Capital Securities not represented by a Global Security and
Capital Securities not represented by a Global Security may be transferred or
exchange for Global Securities in accordance with rules of the Depositary and
the provisions of Section 7.9.


                                   ARTICLE 8

                      DISSOLUTION AND TERMINATION OF TRUST

     SECTION 8.1. Dissolution and Termination of Trust.

     (a) The Trust shall dissolve upon the earliest of:

          (i) the bankruptcy of the Holder of the Common Securities or the
     Sponsor;

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

          (iii) the entry of a decree of judicial dissolution of the Sponsor or
     the Trust;

          (iv) the time when all of the Securities shall have been called for
     redemption and the amounts then due shall have been paid to the Holders in
     accordance with the terms of the Securities;

          (v) at the Sponsor's election by notice and direction to the Property
     Trustee to distribute the Debentures to the Holders of the Securities in
     exchange for all of the Securities, subject to the receipt of any necessary
     approvals by the Federal Reserve that may then be required under the
     applicable capital guidelines or policies of the Federal Reserve; provided
     that the Sponsor will be required to obtain an opinion of an independent
     counsel that the distribution of the Debentures will not be taxable to the
     Holders of the Capital Securities for United States federal income tax
     purposes; or

          (vi) the time when all of the Administrative Trustees and the Sponsor
     shall have consented to dissolution of the Trust provided such action is
     taken before the issuance of any Securities.

     (b) As soon as is practicable after the occurrence of an event referred to
in Section 8.1(a) and upon completion of the winding up and liquidation of the
Trust, the Trustees



                                       45
<PAGE>   53


shall terminate the Trust by filing a certificate of cancellation with the
Secretary of State of the State of Delaware.

     (c) The provisions of Section 4.2 and Article 9 shall survive the
termination of the Trust.

     SECTION 8.2. Liquidation Distribution Upon Dissolution of the Trust.

     (a) In the event of any voluntary or involuntary liquidation, dissolution,
or winding-up of the Trust (each a "Liquidation"), the Holders of the Securities
on the date of the Liquidation will be entitled to receive, out of the assets of
the Trust available for distribution to Holders of Securities after satisfaction
of the Trust's liabilities to creditors, if any, distributions in cash or other
immediately available funds in an amount equal to the aggregate of the stated
liquidation amount of $25 per Security plus accumulated and unpaid Distributions
thereon to the date of payment (such amount being the "Liquidation
Distribution"), unless, in connection with such Liquidation, Debentures in an
aggregate stated principal amount equal to the aggregate stated liquidation
amount of, with an interest rate identical to the distribution rate of, and
accumulated and unpaid interest equal to accrued and unpaid Distributions on,
such Securities shall be distributed on a Pro Rata basis to the Holders of the
Securities in exchange for such Securities.

     (b) If, upon any such Liquidation, the Liquidation Distribution can be paid
only in part because the Trust has insufficient assets available to pay in full
the aggregate Liquidation Distribution, then the amounts payable directly by the
Trust on the Securities shall be paid on a Pro Rata basis. The Holders of the
Common Securities will be entitled to receive distributions upon any such
Liquidation Pro Rata with the Holders of the Capital Securities except that if
an Indenture Event of Default has occurred and is continuing, the Capital
Securities shall have a preference over the Common Securities with regard to
such distributions as provided for in Section 7.1(b).


                                   ARTICLE 9

           LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, DELAWARE

                               TRUSTEES OR OTHERS

     SECTION 9.1. Liability.

     (a) Except as expressly set forth in this Trust Agreement, the Guarantee
and the terms of the Securities, the Sponsor:

          (i) shall not be personally liable for the return of any portion of
     the capital contributions (or any return thereon) of the Holders of the
     Securities which shall be made solely from assets of the Trust; and

          (ii) shall not be required to pay to the Trust or to any Holder of
     Securities any deficit upon dissolution of the Trust or otherwise.



                                       46
<PAGE>   54


     (b) Pursuant to Section 3803(a) of the Business Trust Act, the Holder of
the Common Securities shall be entitled to the same limitation of personal
liability extended to stockholders of private corporations for profit organized
under the General Corporation Law of the State of Delaware; provided, however,
the Holders of the Common Securities shall be liable for all of the debts and
obligations of the Trust (other than with respect to the Securities) to the
extent not satisfied out of the Trust's assets.

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

     SECTION 9.2. Exculpation.

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

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

     SECTION 9.3. Fiduciary Duty.

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

     (b) Unless otherwise expressly provided herein:

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



                                       47
<PAGE>   55


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

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

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

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

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

     SECTION 9.4. Indemnification.

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



                                       48
<PAGE>   56


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

     (c) Any indemnification under paragraphs (a) and (b) of this Section 9.4
(unless ordered by a court) shall be made by the Debenture Issuer only as
authorized in the specific case upon a determination that indemnification of the
Debenture Issuer Indemnified Person is proper in the circumstances because he
has met the applicable standard of conduct set forth in paragraphs (a) and (b).
Such determination shall be made (1) by the Administrative Trustees by a
majority vote of a quorum consisting of such Administrative Trustees who were
not parties to such action, suit or proceeding, (2) if such a quorum is not
obtainable, or, even if obtainable, if a quorum of disinterested Administrative
Trustees so directs, by independent legal counsel in a written opinion, or (3)
by the Common Security Holder of the Trust.

     (d) Expenses (including attorneys' fees) incurred by a Debenture Issuer
Indemnified Person in defending a civil, criminal, administrative or
investigative action, suit or proceeding referred to in paragraphs (a) and (b)
of this Section 9.4 shall be paid by the Debenture Issuer in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such Debenture Issuer Indemnified Person to repay
such amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Debenture Issuer as authorized in this Section 9.4.
Notwithstanding the foregoing, no advance shall be made by the Debenture Issuer
if a determination is reasonably and promptly made (1) by the Administrative
Trustees by a majority vote of a quorum of disinterested Administrative
Trustees, (2) if such a quorum is not obtainable, or, even if obtainable, if a
quorum of disinterested Administrative Trustees so directs, by independent legal
counsel in a written opinion or (3) the Common Security Holder of the Trust,
that, based upon the facts known to the Administrative Trustees, counsel or the
Common Security Holder at the time such determination is made, such Debenture
Issuer Indemnified Person acted in bad faith or in a manner that such person did
not believe to be in or not opposed to the best interests of the Trust, or, with
respect to any criminal proceeding, that such Debenture Issuer Indemnified
Person believed or had reasonable cause to believe his conduct was unlawful. In
no event shall any advance be made in instances where the Administrative
Trustees, independent legal counsel or Common Security Holder reasonably
determine that such person deliberately breached his duty to the Trust or its
Common or Capital Security Holders.



                                       49
<PAGE>   57


     (e) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other paragraphs of this Section 9.4 shall not be deemed
exclusive of any other rights to which those seeking indemnification and
advancement of expenses may be entitled under any agreement, vote of
stockholders or disinterested directors of the Debenture Issuer or Capital
Security Holders of the Trust or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office. All
rights to indemnification under this Section 9.4 shall be deemed to be provided
by a contract between the Debenture Issuer and each Debenture Issuer Indemnified
Person who serves in such capacity at any time while this Section 9.4 is in
effect. Any repeal or modification of this Section 9.4 shall not affect any
rights or obligations then existing.

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

     (g) For purposes of this Section 9.4, references to "the Trust" shall
include, in addition to the resulting or surviving entity, any constituent
entity (including any constituent of a constituent) absorbed in a consolidation
or merger, so that any person who is or was a director, trustee, officer or
employee of such constituent entity, or is or was serving at the request of such
constituent entity as a director, trustee, officer, employee or agent of another
entity, shall stand in the same position under the provisions of this Section
9.4 with respect to the resulting or surviving entity as he would have with
respect to such constituent entity if its separate existence had continued.

     (h) The indemnification and advancement of expenses provided by, or granted
pursuant to, this Section 9.4 shall, unless otherwise provided when authorized
or ratified, continue as to a person who has ceased to be a Debenture Issuer
Indemnified Person and shall inure to the benefit of the heirs, executors and
administrators of such a person. The obligation to indemnify as set forth in
this Section 9.4 shall survive the resignation or removal of the Delaware
Trustee or the Property Trustee or the termination of this Trust Agreement.

     SECTION 9.5. Outside Businesses.

     Subject to the provisions of Section 6.3, any Covered Person, the Sponsor,
the Delaware Trustee and the Property Trustee may engage in or possess an
interest in other business ventures of any nature or description, independently
or with others, similar or dissimilar to the activities of the Trust, and the
Trust and the Holders of Securities shall have no rights by virtue of this Trust
Agreement in and to such independent ventures or the income or profits derived
therefrom, and the pursuit of any such venture, even if competitive with the
activities of the Trust, shall not be deemed wrongful or improper. No Covered
Person, the Sponsor, the Delaware Trustee or the Property Trustee shall be
obligated to present any particular investment or other opportunity to the Trust
even if such opportunity is of a character that, if presented to the Trust,
could be taken by the Trust, and any Covered Person, the Sponsor, the Delaware
Trustee and the Property Trustee shall have the right to take for its own
account (individually or as a partner or fiduciary) or to recommend to others
any such particular investment or other opportunity. Any Covered



                                       50
<PAGE>   58


Person, the Delaware Trustee and the Property Trustee may engage or be
interested in any financial or other transaction with the Sponsor or any
Affiliate of the Sponsor, or may act as depositary for, trustee or agent for, or
act on any committee or body of holders of, securities or other obligations of
the Sponsor or its Affiliates.


                                   ARTICLE 10

                                   ACCOUNTING

     SECTION 10.1. Fiscal Year.

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

     SECTION 10.2. Certain Accounting Matters.

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

     (b) The Administrative Trustees shall cause to be prepared and delivered to
each of the Holders of Securities, within 90 days after the end of each Fiscal
Year of the Trust, annual financial statements of the Trust, including a balance
sheet of the Trust as of the end of such Fiscal Year, and the related statements
of income or loss.

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

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



                                       51
<PAGE>   59


     SECTION 10.3. Banking.

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

     SECTION 10.4. Withholding.

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


                                   ARTICLE 11

                             AMENDMENTS AND MEETINGS

     SECTION 11.1. Amendments.

     (a) Except as otherwise provided in this Trust Agreement or by any
applicable terms of the Securities, this Trust Agreement may only be amended by
a written instrument approved and executed by the Sponsor and (i) the
Administrative Trustees (or, if there are more than two Administrative Trustees,
a majority of the Administrative Trustees) and (ii) the Property Trustee if the
amendment affects the rights, powers, duties, obligations or immunities of the
Property Trustee; and (iii) the Delaware Trustee if the amendment affects the
rights, powers, duties, obligations or immunities of the Delaware Trustee.

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

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



                                       52
<PAGE>   60


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

          a.   an Officers' Certificate from each of the Trust and the Sponsor
               that such amendment is permitted by, and conforms to, the terms
               of this Trust Agreement (including the terms of the Securities)
               and that all conditions precedent to the execution and delivery
               of such amendment have been satisfied; and

          b.   an opinion of counsel (who may be counsel to the Sponsor or the
               Trust) that such amendment is permitted by, and conforms to, the
               terms of this Trust Agreement (including the terms of the
               Securities) and that all conditions precedent to the execution
               and delivery of such amendment have been satisfied; and

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

          a.   cause the Trust to be classified as other than a grantor trust
               for United States federal income tax purposes;

          b.   reduce or otherwise adversely affect the powers of the Property
               Trustee in contravention of the Trust Indenture Act; or

          c.   cause the Trust to be deemed to be an Investment Company required
               to be registered under the Investment Company Act.

     (c) If the Trust has issued any Securities that remain outstanding:

          (i) any amendment that would (a) change the amount or timing of any
     distribution of the Securities or otherwise adversely affect the amount of
     any distribution required to be made in respect of the Securities as of a
     specified date or (b) restrict the right of a Holder of Securities to
     institute suit for the enforcement of any such payment on or after such
     date, will entitle the Holders of such Securities, voting together as a
     single class, to vote on such amendment or proposal and such amendment or
     proposal shall not be effective except with the approval of each of the
     Holders of the Securities affected thereby; and

          (ii) Except as provided in Section 11.1(c)(i) hereof, any provision of
     this Trust Agreement may be amended by the Trustee and the Sponsor with (i)
     the consent of the Holders representing not less than a Majority in
     Liquidation Amount of the Securities 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



                                       53
<PAGE>   61


     Trust's status as a grantor trust for United States federal income tax
     purposes or the Trust's exemption from status of an Investment Company.

     (d) This Section 11.1 shall not be amended without the consent of all of
the Holders of the Securities.

     (e) Article 4 shall not be amended without the consent of the Holders of a
Majority in Liquidation Amount of the Common Securities.

     (f) The rights of the Holders of the Common Securities under Article 5 to
increase or decrease the number of, and appoint and remove Trustees shall not be
amended without the consent of the Holders of a Majority in Liquidation Amount
of the Common Securities.

     (g) Notwithstanding Section 11.1(c), this Trust Agreement may be amended
without the consent of the Holders of the Securities, if such amendment does not
adversely affect in any material respect the rights of the holders of the
Securities, to:

          (i) cure any ambiguity;

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

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

          (iv) to conform to any change in Rule 3a-5 of the Investment Company
     Act or written change in interpretation or application of Rule 3a-5 of the
     Investment Company Act by any legislative body, court, government agency or
     regulatory authority; or

          (v) to modify, eliminate and add to any provision of this Trust
     Agreement to ensure that the Trust will be classified as a grantor trust
     for United States federal income tax purposes at all times that any
     Securities are outstanding or to ensure that the Trust will not be required
     to register as an Investment Company under the Investment Company Act.

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

     (a) Meetings of the Holders of any class of Securities may be called at any
time by the Administrative Trustees (or as provided in the terms of the
Securities) to consider and act on any matter on which Holders of such class of
Securities are entitled to act under the terms of this Trust Agreement, the
terms of the Securities or the rules of any stock exchange on which the Capital
Securities are listed or admitted for trading. The Administrative Trustees shall
call a meeting of the Holders of such class if directed to do so by the Holders
of at least 10% in Liquidation Amount of such class of Securities. Such
direction shall be given by delivering to the Administrative Trustees one or
more calls in a writing stating that the signing Holders of Securities wish to
call a meeting and indicating the general or specific purpose for which the



                                       54
<PAGE>   62


meeting is to be called. Any Holders of Securities calling a meeting shall
specify in writing the Certificates held by the Holders of Securities exercising
the right to call a meeting and only those Securities specified shall be counted
for purposes of determining whether the required percentage set forth in the
second sentence of this paragraph has been met.

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

          (i) notice of any such meeting shall be given to all the Holders of
     Securities having a right to vote thereat at least 7 days and not more than
     60 days before the date of such meeting. Whenever a vote, consent or
     approval of the Holders of Securities is permitted or required under this
     Trust Agreement or the rules of any stock exchange on which the Capital
     Securities are listed or admitted for trading, such vote, consent or
     approval may be given at a meeting of the Holders of Securities. Any action
     that may be taken at a meeting of the Holders of Securities may be taken
     without a meeting and without prior notice if a consent in writing setting
     forth the action so taken is signed by the Holders of Securities owning not
     less than the minimum amount of Securities in liquidation amount that would
     be necessary to authorize or take such action at a meeting at which all
     Holders of Securities having a right to vote thereon were present and
     voting. Prompt notice of the taking of action without a meeting shall be
     given to the Holders of Securities entitled to vote who have not consented
     in writing. The Administrative Trustees may specify that any written ballot
     submitted to the Security Holders for the purpose of taking any action
     without a meeting shall be returned to the Trust within the time specified
     by the Administrative Trustees;

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

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

          (iv) unless the Business Trust Act, this Trust Agreement, the terms of
     the Securities, the Trust Indenture Act or the listing rules of any stock
     exchange on which the Capital Securities are then listed for trading,
     otherwise provides, the Administrative Trustees, in their sole discretion,
     shall establish all other provisions relating to meetings of Holders of
     Securities, including notice of the



                                       55
<PAGE>   63


     time, place or purpose of any meeting at which any matter is to be voted on
     by any Holders of Securities, waiver of any such notice, action by consent
     without a meeting, the establishment of a record date, quorum requirements,
     voting in person or by proxy or any other matter with respect to the
     exercise of any such right to vote.


                                   ARTICLE 12

            REPRESENTATIONS OF PROPERTY TRUSTEE AND DELAWARE TRUSTEE

     SECTION 12.1. Representations and Warranties of the Property Trustee.

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

          (a) the Property Trustee is a company duly organized, validly existing
     and in good standing under the laws of the jurisdiction of its
     incorporation or organization, with trust power and authority to execute
     and deliver, and to carry out and perform its obligations under the terms
     of, this Trust Agreement;

          (b) the Property Trustee satisfies the requirements set forth in
     Section 6.3(a);

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

          (d) the execution, delivery and performance of this Trust Agreement by
     the Property Trustee do not conflict with or constitute a breach of the
     articles of association or incorporation, as the case may be, or the
     by-laws (or other similar organizational documents) of the Property
     Trustee; and

          (e) no consent, approval or authorization of, or registration with or
     notice to, any Delaware or federal banking authority is required for the
     execution, delivery or performance by the Property Trustee of this Trust
     Agreement.

     SECTION 12.2. Representations and Warranties of the Delaware Trustee.

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



                                       56
<PAGE>   64


represents and warrants to the Trust and the Sponsor at the time of the
Successor Delaware Trustee's acceptance of its appointment as Delaware Trustee
that:

          (a) the Delaware Trustee satisfies the requirements set forth in
     Section 6.2, satisfies Trust Section 3807(a) of the Business Trust Act and
     has the power and authority to execute and deliver, and to carry out and
     perform its obligations under the terms of, this Trust Agreement and, if it
     is not a natural person, is duly organized, validly existing and in good
     standing under the laws of its jurisdiction of incorporation or
     organization;

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

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

                                   ARTICLE 13

                                  MISCELLANEOUS

     SECTION 13.1. Notices.

     All notices provided for in this Trust Agreement shall be in writing, duly
signed by the party giving such notice, and shall be delivered, telecopied or
mailed by registered or certified mail, as follows:

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

                          c/o  U.S. Bancorp
                          601 Second Avenue South
                          Minneapolis, Minnesota 55402
                          Attention:  Kenneth D. Nelson, Vice President
                          Facsimile No: (651) 205-3040

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

                          Wilmington Trust Company
                          c/o 1100 North Market
                          Wilmington, Delaware 19890
                          Attention: Corporate Trust Administration
                          Facsimile No.: (302) 651-8882



                                       57
<PAGE>   65


     (c) if given to the Property Trustee, at its Corporate Trust Office (or
such other address as the Property Trustee may give notice of to the
Administrative Trustees, the Delaware Trustee and the Holders of the
Securities).

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

                          c/o  U.S. Bancorp
                          601 Second Avenue South
                          Minneapolis, Minnesota 55402
                          Attention:  Kenneth D. Nelson, Vice President
                          Facsimile No: (651) 205-3040

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

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

     SECTION 13.2. Governing Law.

     This Trust Agreement and the Securities and the rights of the parties
hereunder and thereunder shall be governed by and interpreted in accordance with
the laws of the State of Delaware.

     SECTION 13.3. Intention of the Parties.

     It is the intention of the parties hereto that the Trust be classified for
United States federal income tax purposes as a grantor trust. The provisions of
this Trust Agreement shall be interpreted in a manner consistent with such
classification.

     SECTION 13.4. Headings.

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

     SECTION 13.5. Successors and Assigns.

     Whenever in this Trust Agreement any of the parties hereto is named or
referred to, the successors and assigns of such party shall be deemed to be
included, and all covenants and



                                       58
<PAGE>   66


agreements in this Trust Agreement by the Sponsor and the Trustees shall bind
and inure to the benefit of their respective successors and assigns, whether so
expressed.

     SECTION 13.6. Partial Enforceability.

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

     SECTION 13.7. Counterparts.

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

       [The remainder of this page left blank intentionally; The signature
                                 page follows.]




                                       59

<PAGE>   67


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

                                       U.S. BANCORP,
                                       as Sponsor, as Common Securities Holder
                                       and as Debenture Issuer


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


                                       WILMINGTON TRUST COMPANY,
                                       as Property Trustee


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


                                       WILMINGTON TRUST COMPANY,
                                       as Delaware Trustee


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


                                       -----------------------------------------
                                       DAVID M. MOFFETT,
                                       as Administrative Trustee


                                       -----------------------------------------
                                       DARYL N. BIBLE,
                                       as Administrative Trustee


                                       -----------------------------------------
                                       LEE R. MITAU,
                                       as Administrative Trustee



                                       60
<PAGE>   68


                                                                       EXHIBIT A



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

     UNLESS THIS CAPITAL SECURITY CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CAPITAL SECURITY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REGISTERED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY), 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.]

CERTIFICATE NO.                   NUMBER OF CAPITAL SECURITIES:
               ----------------                                -----------------
CUSIP NO.
         ----------------

             CERTIFICATE EVIDENCING [ ]% TRUST PREFERRED SECURITIES
                                       OF
                                 USB CAPITAL III

                         [ ]% TRUST PREFERRED SECURITIES
                            FULLY AND UNCONDITIONALLY
                           GUARANTEED BY U.S. BANCORP

     USB CAPITAL III, a statutory business trust created under the laws of the
State of Delaware (the "Trust"), hereby certifies that __________ (the "Holder")
is the registered owner of __________ capital securities of the Trust
representing undivided beneficial ownership interests in the assets of the Trust
designated the "[ ]% Trust Preferred Securities" (the "Capital Securities"). The
Capital Securities are transferable on the register of the Trust, in person or
by a duly authorized attorney, upon surrender of this certificate duly endorsed
and in proper form for transfer as provided in the Trust Agreement (as defined
below). The designation, rights, privileges, restrictions, preferences and other
terms and provisions of the Capital Securities represented hereby are issued and
shall in all respects be subject to the provisions of the Amended and Restated
Trust Agreement of the Trust, dated as of [ ], 2001, as the same may be amended
from time to time (the "Trust Agreement"), by and among U.S. BANCORP,



                                      A-1
<PAGE>   69


DAVID M. MOFFETT, DARYL N. BIBLE and LEE R. MITAU, as Administrative Trustees,
WILMINGTON TRUST COMPANY, as Property Trustee, and WILMINGTON TRUST COMPANY, as
Delaware Trustee, and the holders of undivided beneficial ownership interests in
the assets of the Trust. Capitalized terms used herein but not defined shall
have the meaning given them in the Trust Agreement. The Holder is entitled to
the benefits of the Guarantee to the extent described therein. The Sponsor will
provide a copy of the Trust Agreement, the Guarantee and the Indenture to a
Holder without charge upon written request to the Sponsor at its principal place
of business.

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

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

     IN WITNESS WHEREOF, the Trust has executed this certificate this ___day of
[ ], 2001.

                                       USB CAPITAL III



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

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

                                       WILMINGTON TRUST COMPANY,
                                       as Property Trustee



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




                                      A-2

<PAGE>   70


                                                                       EXHIBIT B


                 TRANSFER OF THIS CERTIFICATE IS SUBJECT TO THE
                        CONDITIONS SET FORTH IN THE TRUST
                          AGREEMENT REFERRED TO BELOW.

CERTIFICATE NO.                          NUMBER OF COMMON SECURITIES:
               ---------------                                       -----------

                    CERTIFICATE EVIDENCING COMMON SECURITIES
                                       OF
                                 USB CAPITAL III

                             ____% COMMON SECURITIES

     USB CAPITAL III, a statutory business trust created under the laws of the
State of Delaware (the "Trust"), hereby certifies that U.S. BANCORP (the
"Holder") is the registered owner of common securities of the Trust representing
an undivided beneficial ownership interest in the assets of the Trust designated
the "_____% Common Securities" (the "Common Securities"). The Common Securities
are not transferable and any attempted transfer thereof shall be void except as
permitted by applicable law and by Section 7.9(b)(ii) of the Trust Agreement (as
defined below). The designation, rights, privileges, restrictions, preferences
and other terms and provisions of the Common Securities represented hereby are
issued and shall in all respects be subject to the provisions of the Amended and
Restated Trust Agreement of the Trust, dated as of [ ], 2001 (as the same may be
amended from time to time, the "Trust Agreement"), by and among U.S. Bancorp, as
Sponsor, DAVID M. MOFFETT, DARYL N. BIBLE AND LEE R. MITAU, as Administrative
Trustees, WILMINGTON TRUST COMPANY, as Property Trustee, and WILMINGTON TRUST
COMPANY, as Delaware Trustee, and the holders of undivided beneficial ownership
interests in the assets of the Trust. The Holder is entitled to the benefits of
the Guarantee to the extent described therein. Capitalized terms used herein but
not defined shall have the meaning given them in the Trust Agreement. The
Sponsor will provide a copy of the Trust Agreement, the Guarantee and the
Indenture to the Holder without charge upon written request to the Sponsor at
its principal place of business.

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

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



                                      B-1
<PAGE>   71


     IN WITNESS WHEREOF, the Trust has executed this certificate this ____ day
of [ ], 2001.

                                       USB CAPITAL III


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



                                      B-2