<PAGE>

                                                                   EXHIBIT 4(mm)







                        AMENDED AND RESTATED DECLARATION
                          OF TRUST AND TRUST AGREEMENT

                                      AMONG

                       WELLS FARGO & COMPANY, AS DEPOSITOR

              ________________________________, AS PROPERTY TRUSTEE

                  WILMINGTON TRUST COMPANY, AS DELAWARE TRUSTEE

                 AND THE SEVERAL HOLDERS OF THE TRUST SECURITIES

                         DATED AS OF _____________, 2001

                            WELLS FARGO CAPITAL [__]
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                                TABLE OF CONTENTS

                                                                           PAGE
                                                                           ----
ARTICLE 1 DEFINED TERMS......................................................1

   SECTION 1.1.     Definitions..............................................1

ARTICLE 2 CONTINUATION OF THE ISSUER TRUST..................................10

   SECTION 2.1.     Name....................................................10
   SECTION 2.2.     Office of the Delaware Trustee; Principal Place
                      of Business...........................................10
   SECTION 2.3.     Initial Contribution of Trust Property;
                      Organizational Expenses...............................10
   SECTION 2.4.     Issuance of the Capital Securities......................11
   SECTION 2.5.     Issuance of the Common Securities; Subscription
                      and Purchase Debentures...............................11
   SECTION 2.6.     Declaration of Trust....................................11
   SECTION 2.7.     Authorization to Enter into Certain Transactions........12
   SECTION 2.8.     Assets of Trust.........................................15
   SECTION 2.9.     Title to Trust Property.................................15

ARTICLE 3 PAYMENT ACCOUNT...................................................15

   SECTION 3.1.     Payment Account.........................................15

ARTICLE 4 DISTRIBUTIONS; REDEMPTION.........................................16

   SECTION 4.1.     Distributions...........................................16
   SECTION 4.2.     Redemption..............................................17
   SECTION 4.3.     Ranking of Common Securities............................19
   SECTION 4.4.     Payment Procedures......................................19
   SECTION 4.5.     Tax Returns and Reports.................................20
   SECTION 4.6.     Payment of Expenses of the Issuer Trust.................20
   SECTION 4.7.     Payments under Indenture or Pursuant to
                      Direct Actions........................................20

ARTICLE 5 TRUST SECURITIES CERTIFICATES.....................................20

   SECTION 5.1.     Initial Ownership.......................................20
   SECTION 5.2.     The Trust Securities Certificates.......................20
   SECTION 5.3.     Execution and Delivery of Trust Securities
                      Certificates..........................................21
   SECTION 5.4      Registration of Transfer and Exchange of Capital
                      Securities Certificates...............................21
   SECTION 5.5.     Mutilated, Destroyed, Lost or Stolen Trust
                      Securities Certificates...............................22
   SECTION 5.6.     Persons Deemed Holders..................................22
   SECTION 5.7.     Access to List of Holders' Names and Addresses..........23
   SECTION 5.8.     Maintenance of Office Agency............................23
   SECTION 5.9.     Appointment of Paying Agent.............................23
   SECTION 5.10.    Ownership of Common Securities by Depositor.............24
   SECTION 5.11.    Book-Entry Capital Securities Certificates; Common
                      Securities Certificate................................24
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   SECTION 5.12.    Notices to Clearing Agency..............................25
   SECTION 5.13.    Definitive Capital Securities Certificates..............25
   SECTION 5.14.    Rights of Holders; Waivers of Past Defaults.............25
   SECTION 5.15.    CUSIP Numbers...........................................27

ARTICLE 6 ACTS OF HOLDERS; MEETINGS; VOTING.................................28

   SECTION 6.1.     Limitations on Voting Rights............................28
   SECTION 6.2.     Notice of Meetings......................................29
   SECTION 6.3.     Meetings of Holders of the Capital Securities...........29
   SECTION 6.4.     Voting Rights...........................................29
   SECTION 6.5.     Proxies, etc............................................29
   SECTION 6.6.     Holder Action by Written Consent........................30
   SECTION 6.7.     Record Date for Voting and Other Purposes...............30
   SECTION 6.8.     Acts of Holders.........................................30
   SECTION 6.9.     Inspection of Records...................................31

ARTICLE 7 REPRESENTATIONS AND WARRANTIES....................................31

   SECTION 7.1.     Representations and Warranties of the Property
                      Trustee and the Delaware Trustee......................31
   SECTION 7.2.     Representations and Warranties of Depositor.............33

ARTICLE 8 THE ISSUER TRUSTEES...............................................33

   SECTION 8.1.     Certain Duties and Responsibilities.....................33
   SECTION 8.2.     Certain Notices.........................................35
   SECTION 8.3.     Certain Rights of Property Trustee......................36
   SECTION 8.4.     Not Responsible for Recitals or Issuance
                      of Securities.........................................37
   SECTION 8.5.     May Hold Securities.....................................37
   SECTION 8.6.     Compensation; Indemnity; Fees...........................38
   SECTION 8.7.     Corporate Property Trustee Required; Eligibility
                      of Issuer Trustees and Administrative Trustees........39
   SECTION 8.8.     Conflicting Interests...................................39
   SECTION 8.9.     Co-Trustees and Separate Trustee........................39
   SECTION 8.10.    Resignation and Removal; Appointment of Successor.......41
   SECTION 8.11.    Acceptance of Appointment by Successor..................42
   SECTION 8.12.    Merger, Conversion, Consolidation or Succession
                      to Business...........................................43
   SECTION 8.13.    Preferential Collection of Claims Against Depositor
                      or Issuer Trust.......................................43
   SECTION 8.14.    Trustee May File Proofs of Claim........................43
   SECTION 8.15.    Reports by Property Trustee.............................44
   SECTION 8.16.    Reports to the Property Trustee.........................44
   SECTION 8.17.    Evidence of Compliance with Conditions Precedent........44
   SECTION 8.18.    Number of Issuer Trustees...............................45
   SECTION 8.19.    Delegation of Power.....................................45

ARTICLE 9 DISSOLUTION, LIQUIDATION AND MERGER...............................45


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   SECTION 9.1.     Dissolution Upon Expiration Date........................45
   SECTION 9.2.     Early Dissolution.......................................45
   SECTION 9.3.     Dissolution.............................................46
   SECTION 9.4.     Liquidation.............................................46
   SECTION 9.5.     Mergers, Consolidations, Amalgamations or
                      Replacements of Issuer Trust..........................47

ARTICLE 10 MISCELLANEOUS PROVISIONS.........................................48

   SECTION 10.1.     Limitation of Rights of Holders........................48
   SECTION 10.2.     Amendment..............................................49
   SECTION 10.3.     Separability...........................................50
   SECTION 10.4.     Governing Law..........................................50
   SECTION 10.5.     Payments Due on Non-Business Day.......................50
   SECTION 10.6.     Successors.............................................50
   SECTION 10.7.     Headings...............................................51
   SECTION 10.8.     Reports, Notices and Demands...........................51
   SECTION 10.9.     Agreement Not to Petition..............................51
   SECTION 10.10.    Trust Indenture Act; Conflict with Trust
                       Indenture Act........................................52
   SECTION 10.11.    Acceptance of Terms of Trust Agreement,
                       Guarantee Agreement and Indenture....................52
   SECTION 10.12.    Counterparts...........................................52

   EXHIBITS:
   --------

   Exhibit A      -   Certificate of Trust
   Exhibit B      -   Form of Common Securities Certificate
   Exhibit C      -   Form of Capital Securities Certificate


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<PAGE>

     AMENDED AND RESTATED DECLARATION OF TRUST AND TRUST AGREEMENT, dated as of
____________, 2001 among (i) Wells Fargo & Company, a Delaware corporation
(including any successors or assigns, the "Depositor"), (ii) __________________,
a national banking association, as property trustee (in such capacity, the
"Property Trustee"), (iii) Wilmington Trust Company, a Delaware banking
corporation, as Delaware trustee (in such capacity, the "Delaware Trustee"),
(iv) Laurel A. Holschuh, an individual, and Barbara S. Brett, an individual,
each of whose address is c/o Wells Fargo & Company, Wells Fargo Center, MAC
#N9305-173, Sixth and Marquette, Minneapolis, Minnesota 55479 (each, an
"Administrative Trustee," and collectively, the "Administrative Trustees") (the
Property Trustee, the Delaware Trustee, and the Administrative Trustees being
referred to collectively as the "Issuer Trustees"), and (v) the several Holders,
as hereinafter defined.

                                   WITNESSETH

     WHEREAS, the Depositor and certain of the Issuer Trustees have heretofore
duly declared and established a business trust (the "Issuer Trust") pursuant to
the Delaware Business Trust Act (as hereinafter defined) by entering into that
certain Declaration of Trust and Trust Agreement, dated as of August 7, 2001
(the "Original Trust Agreement"), and by the execution and filing with the
Secretary of State of the State of Delaware of the Certificate of Trust, filed
on August 7, 2001, attached as Exhibit A; and

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

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

                                    ARTICLE 1
                                  DEFINED TERMS

     SECTION 1.1. DEFINITIONS.

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

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

     All other terms used herein that are defined in the Trust Indenture Act,
either directly or by reference therein, have the meanings assigned to them
therein;
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     The words "include," "includes" and "including" shall be deemed to be
followed by the phrase "without limitation";

     All accounting terms used but not defined herein have the meanings assigned
to them in accordance with United States generally accepted accounting
principles;

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

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

     "Act" has the meaning specified in Section 6.8.

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

     "Administrative Trustee" means each of the individuals identified as an
"Administrative Trustee" in the preamble to this Trust Agreement solely in such
individual's capacity as Administrative Trustee of the Trust formed and
continued hereunder and not in such individual's individual capacity, or such
Administrative Trustee's successor in interest in such capacity, or any
successor trustee appointed as herein provided.

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

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

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

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


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

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

     "Board of Directors" means the board of directors of the Depositor or the
Securities Committee, the Capital Committee, the Trust Securities Committee I or
the Trust Securities Committee II of the board of directors of the Depositor (or
any other committee of the board of directors of the Depositor performing
similar functions) or a committee designated by the board of directors of the
Depositor (or any such committee), comprised of two or more members of the board
of directors of the Depositor or officers of the Depositor, or both.

     "Book-Entry Capital Securities Certificate" means a Capital Securities
Certificate evidencing ownership of Book-Entry Capital Securities.

     "Book-Entry Capital Security" means a Capital Security, the ownership and
transfers of which shall be made through book entries by a Clearing Agency as
described in Section 5.11.

     "Business Day" means a day other than a Saturday, a or Sunday, or any other
day on which banking institutions in New York, New York, Minneapolis, Minnesota
or Wilmington, Delaware are authorized or required by law or executive order to
remain closed.

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

     "Capital Security" means an undivided beneficial interest in the assets of
the Issuer Trust, having a Liquidation Amount of $1,000 and having the rights
provided therefor in this Trust Agreement, including the right to receive
Distributions and a Liquidation Distribution as provided herein.

     "Certificate Depository Agreement" means the agreement among the Issuer
Trust, the Depositor and DTC, as the initial Clearing Agency, dated as of the
Closing Date.

     "Certificate of Trust" has the meaning specified in the recitals hereof, as
amended from time to time.

     "Clearing Agency" means an organization registered as a "clearing agency"
pursuant to Section 17A of the Exchange Act. DTC will be the initial Clearing
Agency.

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


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<PAGE>

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

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

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

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

     "Common Security" means an undivided beneficial interest in the assets of
the Issuer Trust, having a Liquidation Amount of $1,000 and having the rights
provided therefor in this Trust Agreement, including the right to receive
Distributions and a Liquidation Distribution as provided herein.

     "Corporate Trust Office" means (i) when used with respect to the Property
Trustee, the principal office of the Property Trustee located in
___________________, and (ii) when used with respect to the Debenture Trustee,
the principal office of the Debenture Trustee located in _____________________.

     "Debenture Event of Default" means any "Event of Default" specified in
Section 501 of the Indenture.

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

     "Debenture Trustee" means ________________________, a national banking
association, solely in its capacity as trustee pursuant to the Indenture and not
in its individual capacity, or its successor in interest in such capacity, or
any successor trustee appointed as provided in the Indenture.

     "Debentures" means the Depositor's ___________________________________,
issued pursuant to the Indenture.

     "Definitive Capital Securities Certificates" means either or both (as the
context requires) of (i) Capital Securities Certificates issued as Book-Entry
Capital Securities Certificates as provided in Section 5.11, and (ii) Capital
Securities Certificates issued in certificated, fully registered form as
provided in Section 5.13.

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

     "Delaware Trustee" means the Person identified as the "Delaware Trustee" in
the preamble to this Trust Agreement, solely in its capacity as Delaware Trustee
of the trust


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<PAGE>

heretofore formed and continued hereunder and not in its individual capacity, or
its successor in interest in such capacity, or any successor Delaware trustee
appointed as herein provided.

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

     "Depositor Bankruptcy Event" means (i) the entry of a decree or order for
relief in respect of the Depositor by a court having jurisdiction in the
premises in an involuntary case under the Federal bankruptcy laws, as now or
hereafter constituted, and the continuance of any such decree or order unstayed
and in effect for a period of 60 consecutive days or (ii) the commencement by
the Depositor of a voluntary case under the Federal bankruptcy laws, as now or
hereafter constituted, or the consent by the Depositor to the entry of a decree
or order for relief in an involuntary case under any such law.

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

     "Distribution Period" means the period of time beginning on any
Distribution Date and ending on the day immediately preceding the next
succeeding Distribution Date.

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

     "DTC" means The Depository Trust Company.

     "Early Dissolution Event" has the meaning specified in Section 9.2.

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

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

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

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

          (d) default in the performance, or breach, in any material respect, of
     any covenant or warranty of the Issuer Trustees in this Trust Agreement
     (other than those specified in clause (b) or (c) above) and continuation of
     such default or breach for a period of 90 days after there has been given,
     by registered or certified mail, to the Issuer Trustees and to the
     Depositor by the Holders of at least 25% in aggregate Liquidation Amount of
     the Outstanding Capital Securities a written notice specifying such default
     or breach and requiring it to be remedied and stating that such notice is a
     "Notice of Default" hereunder; or


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<PAGE>

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

     "Exchange Act" means the Securities Exchange Act of 1934, and any successor
statute thereto, in each case as amended from time to time.

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

     "Federal Reserve" means the Board of Governors of the Federal Reserve
System, as from time to time constituted, or if at any time after the execution
of this Trust Agreement the Federal Reserve is not existing and performing the
duties now assigned to it, then the body performing such duties at such time.

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

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

     "Indenture" means the Junior Subordinated Indenture, dated as of
_______________, 2001, between the Depositor and the Debenture Trustee, as
trustee, as amended or supplemented from time to time.

     "Investment Company Act" means the Investment Company Act of 1940, or any
successor statute thereto, in each case as amended from time to time.

     "Issuer Trust" means the Delaware business trust known as "Wells Fargo
Capital [__]" which was created on August 7, 2001 under the Delaware Business
Trust Act pursuant to the Original Trust Agreement and the filing of the
Certificate of Trust, and continued pursuant to this Trust Agreement.

     "Issuer Trustees" means, collectively, the Property Trustee, the Delaware
Trustee, and the Administrative Trustees.

     "Lien" means any lien, pledge, charge, encumbrance, mortgage, deed of
trust, adverse ownership interest, hypothecation, assignment, security interest
or preference, priority or other security agreement or preferential arrangement
of any kind or nature whatsoever.

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


                                       6
<PAGE>

distribution of Additional Amounts to Holders of Trust Securities, Debentures
having a principal amount equal to the Liquidation Amount of the Trust
Securities in respect of which such distribution is made.

     "Liquidation Amount" means the stated amount of $1,000 per Trust Security.

     "Liquidation Date" means the date of the dissolution, winding-up or
dissolution of the Issuer Trust pursuant to Section 9.4.

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

     "Majority in Liquidation Amount of the Capital Securities" or "Majority in
Liquidation Amount of the Common Securities" means, except as provided by the
Trust Indenture Act, Capital Securities or Common Securities, as the case may
be, representing more than 50% of the aggregate Liquidation Amount of all then
Outstanding Capital Securities or Common Securities, as the case may be.

     "Officers' Certificate" means, with respect to any Person, a certificate
signed by the Chairman of the Board of Directors of such Person, a Vice Chairman
of the Board of Directors of such Person, the President or a Vice President, and
by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, of such Person. Any Officers' Certificate delivered with respect to
compliance with a condition or covenant provided for in this Trust Agreement
shall include:

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

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

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

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

     "Opinion of Counsel" means a written opinion of counsel, who may be counsel
for or an employee of the Depositor or any Affiliate of the Depositor.

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


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<PAGE>

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

          (a) Trust Securities theretofore canceled by the Property Trustee or
     delivered to the Property Trustee for cancellation;

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

          (c) Trust Securities that have been paid or in exchange for or in lieu
     of which other Capital Securities have been executed and delivered pursuant
     to Sections 5.4, 5.5 and 5.11; provided, however, that in determining
     whether the Holders of the requisite Liquidation Amount of the Outstanding
     Capital Securities have given any request, demand, authorization,
     direction, notice, consent or waiver hereunder, Capital Securities owned by
     the Depositor, any Issuer Trustee, or any Affiliate of the Depositor or any
     Issuer Trustee shall be disregarded and deemed not to be Outstanding,
     except that (a) in determining whether any Issuer Trustee shall be
     protected in relying upon any such request, demand, authorization,
     direction, notice, consent or waiver, only Capital Securities that such
     Issuer Trustee knows to be so owned shall be so disregarded, and (b) the
     foregoing shall not apply at any time when all of the outstanding Capital
     Securities are owned by the Depositor, one or more of the Issuer Trustees,
     one or more of the Administrative Trustees and/or any such Affiliate.
     Capital Securities so owned that have been pledged in good faith may be
     regarded as Outstanding if the pledgee establishes to the satisfaction of
     the Administrative Trustees the pledgee's right so to act with respect to
     such Capital Securities and that the pledgee is not the Depositor or any
     Affiliate of the Depositor.

     "Owner" means each Person who is the beneficial owner of Book-Entry Capital
Securities as reflected in the records of the Clearing Agency or, if a Clearing
Agency Participant is not the Owner, then as reflected in the records of a
Person maintaining an account with such Clearing Agency (directly or indirectly,
in accordance with the rules of such Clearing Agency).

     "Paying Agent" means any paying agent or co-paying agent appointed pursuant
to Section 5.9 and shall initially be Wells Fargo Bank Minnesota, N.A.

     "Payment Account" means a segregated non-interest-bearing corporate trust
account maintained by the Property Trustee with ______________ in its trust
department for the benefit of the Holders in which all amounts paid in respect
of the Debentures will be held and from which the Property Trustee, through the
Paying Agent, shall make payments to the Holders in accordance with Sections 4.1
and 4.2.

     "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, company,
limited liability company, trust,


                                       8
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unincorporated association, or government or any agency or political subdivision
thereof, or any other entity of whatever nature.

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

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

     "Redemption Price" means, with respect to any Trust Security, the
Liquidation Amount of such Trust Security, plus accumulated and unpaid
Distributions to the Redemption Date, plus the related amount of the premium, if
any, paid by the Depositor upon the concurrent redemption of a Like Amount of
Debentures.

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

     "Responsible Officer" means, with respect to any Issuer Trustee, the
President, any Senior Vice President, any Vice Present, any Assistant Vice
President, the Secretary, any Assistant Secretary, the Treasurer, any Assistant
Treasurer, any Trust Officer or Assistant Trust Officer of such Issuer Trustee.

     "Securities Act" means the Securities Act of 1933, and any successor
statute thereto, in each case as amended from time to time.

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

     "Time of Delivery" means _________________________.

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

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

     "Trust Property" means (a) the Debentures, (b) any cash on deposit in, or
owing to, the Payment Account, and (c) all proceeds and rights in respect of the
foregoing and any other


                                       9
<PAGE>

property and assets for the time being held or deemed to be held by the Property
Trustee pursuant to the trusts of this Trust Agreement.

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

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

     "Underwriting Agreement" means the Underwriting Agreement, dated as of
___________, 2001, among the Trust, the Depositor and
_____________________________, as representative of the underwriters named
therein, and shall also include any related pricing agreement.

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


                                    ARTICLE 2
                        CONTINUATION OF THE ISSUER TRUST

     SECTION 2.1. NAME.

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

     SECTION 2.2. OFFICE OF THE DELAWARE TRUSTEE; PRINCIPAL PLACE OF BUSINESS.

     The address of the Delaware Trustee in the State of Delaware is [**Rodney
Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001,
Attention: Corporate Trust Administration], or such other address in the State
of Delaware as the Delaware Trustee may designate by written notice to the
Depositor, the Property Trustee and the Administrative Trustees. The principal
executive office of the Issuer Trust is Wells Fargo Center, MAC #N9305-173,
Sixth Street and Marquette Avenue, Minneapolis, Minnesota.

     SECTION 2.3. INITIAL CONTRIBUTION OF TRUST PROPERTY; ORGANIZATIONAL
EXPENSES.

     The Issuer Trustees acknowledge receipt from the Depositor in connection
with the Original Trust Agreement of the sum of $10, which constituted the
initial Trust Property. The Depositor shall pay organizational expenses of the
Issuer Trust as they arise or shall, upon request of any Issuer Trustee,
promptly reimburse such Issuer Trustee for any such expenses paid by such Issuer
Trustee. The Depositor shall make no claim upon the Trust Property for the
payment of such expenses.


                                       10
<PAGE>

     SECTION 2.4. ISSUANCE OF THE CAPITAL SECURITIES.

     On ___________, 2001, the Depositor, both on its own behalf and on behalf
of the Issuer Trust pursuant to the Original Trust Agreement, executed and
delivered the Underwriting Agreement. Contemporaneously with the execution and
delivery of this Trust Agreement, an Administrative Trustee, on behalf of the
Trust, shall execute in accordance with Section 5.3 and deliver to the
Underwriters named in the Underwriting Agreement a Capital Securities
Certificate, registered in the name of the nominee of the initial Clearing
Agency, in an aggregate amount of _____________ Capital Securities having an
aggregate Liquidation Amount of $______________, against payment of the purchase
price therefor in immediately available funds, which funds such Administrative
Trustee shall promptly deliver to the Property Trustee.

     SECTION 2.5. ISSUANCE OF THE COMMON SECURITIES; SUBSCRIPTION AND PURCHASE
DEBENTURES.

     Contemporaneously with the execution and delivery of this Trust Agreement,
an Administrative Trustee, on behalf of the Issuer Trust, shall execute in
accordance with Section 5.3 and deliver to the Depositor Common Securities
Certificates, registered in the name of the Depositor, in an aggregate amount of
___________ Common Securities having an aggregate Liquidation Amount of
$____________ against payment by the Depositor of the purchase price therefor in
immediately available funds, which amount such Administrative Trustee shall
promptly deliver to the Property Trustee. Contemporaneously therewith, an
Administrative Trustee, on behalf the Issuer Trust, shall subscribe to and
purchase from the Depositor Debentures registered in the name of the Issuer
Trust and having an aggregate principal amount equal to $____________ and shall
deliver to the Depositor the purchase price therefor (being the sum of the
amounts delivered to the Property Trustee pursuant to (i) the second sentence of
Section 2.4 and (ii) the first sentence of this Section 2.5).

     SECTION 2.6. DECLARATION OF TRUST.

     The exclusive purposes and functions of the Issuer Trust are (a) to issue
and sell Trust Securities, (b) to use the proceeds from such sale to acquire the
Debentures, and (c) to engage in those activities necessary, convenient or
incidental thereto. The Depositor hereby appoints the Issuer Trustees as
trustees of the Issuer Trust, to have all the rights, powers and duties to the
extent set forth herein, and the Issuer Trustees hereby accept such appointment.
The Property Trustee hereby declares that it will hold the Trust Property upon
and subject to the conditions set forth herein for the benefit of the Issuer
Trust and the Holders. The Administrative Trustees shall have all rights, powers
and duties set forth herein and in accordance with applicable law with respect
to accomplishing the purposes of the Issuer Trust. 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 Property Trustee or the Administrative
Trustees, or any of the duties and responsibilities of the Issuer Trustees
generally, set forth herein. The Delaware Trustee shall be one of the trustees
of the Issuer Trust for the sole and limited purpose of fulfilling the
requirements of Section 3807(a) of the Delaware Business Trust Act and for
taking such actions as are required to be taken by a Delaware trustee under the
Delaware Business Trust Act.


                                       11
<PAGE>

     SECTION 2.7. AUTHORIZATION TO ENTER INTO CERTAIN TRANSACTIONS.

          (a) The Issuer Trustees shall conduct the affairs of the Issuer Trust
     in accordance with the terms of this Trust Agreement. Subject to the
     limitations set forth in paragraph (b) of this Section, and in accordance
     with the following provisions (i) and (ii), the Issuer Trustees shall have
     the authority to enter into all transactions and agreements determined by
     the Issuer Trustees to be appropriate in exercising the authority, express
     or implied, otherwise granted to the Issuer Trustees under this Trust
     Agreement, and to perform all acts in furtherance thereof, including the
     following:

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

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

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

                    (C) assisting in the registration of the Capital Securities
               under the Securities Act and under state securities or blue sky
               laws, and the qualification of this Trust Agreement under the
               Trust Indenture Act;

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

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

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

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

                    (H) execution of the Trust Securities on behalf of the Trust
               in accordance with this Trust Agreement;

                    (I) execution and delivery of closing certificates, if any,
               pursuant to the Underwriting Agreement and application for a
               taxpayer identification number for the Issuer Trust;


                                       12
<PAGE>

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

                    (K) the taking of any action incidental to the foregoing as
               the Issuer Trustees may from time to time determine is necessary
               or advisable to give effect to the terms of this Trust Agreement.

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

                    (A) the establishment of the Payment Account;

                    (B) the receipt of the Debentures;

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

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

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

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

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

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

                    (I) after an Event of Default (other than under paragraph
               (b),(c), (d) or (e) of the definition of such term if such Event
               of Default is by or with respect to the Property Trustee) the
               taking of any action incidental to the foregoing as the Property
               Trustee may from time to time determine is necessary or advisable
               to give effect to the terms of this Trust Agreement and protect
               and conserve the Trust Property for the benefit of the Holders
               (without consideration of the effect of any such action on any
               particular Holder); and


                                       13
<PAGE>

                    (J) except as otherwise provided in this Section 2.7(a)(ii),
               the Property Trustee shall have none of the duties, liabilities,
               powers or the authority of the Administrative Trustees set forth
               in Section 2.7(a)(i).

          (b) So long as this Trust Agreement remains in effect, the Issuer
     Trust (or the Issuer Trustees acting on behalf of the Issuer Trust) shall
     not undertake any business, activities or transactions except as expressly
     provided herein or contemplated hereby. In particular, the Issuer Trustees
     (acting on behalf of the Issuer Trust) shall not (i) acquire any
     investments or engage in any activities not authorized by this Trust
     Agreement, (ii) sell, assign, transfer, exchange, mortgage, pledge, set-off
     or otherwise dispose of any of the Trust Property or interests therein,
     including to Holders, except as expressly provided herein, (iii) take any
     action that would reasonably be expected to cause the Issuer Trust to
     become taxable as a corporation or classified as other than a grantor trust
     for United States Federal income tax purposes, (iv) incur any indebtedness
     for borrowed money or issue any other debt, (v) take or consent to any
     action that would result in the placement of a Lien on any of the Trust
     Property, (vi) invest any proceeds received by the Issuer Trust from
     holding the Debentures, but shall distribute all such proceeds to Holders
     of Trust Securities pursuant to the terms of this Trust Agreement and of
     the Trust Securities, (vii) acquire any assets other than the Trust
     Property, (viii) possess any power or otherwise act in such a way as to
     vary the Trust Property, (ix) possess any power or otherwise act in such a
     way as to vary the terms of the Trust Securities in any way whatsoever
     (except to the extent expressly authorized in this Trust Agreement or by
     the terms of the Trust Securities) or (x) issue any securities or other
     evidences of beneficial ownership of, or beneficial interest in, the Issuer
     Trust other than the Trust Securities. The Property Trustee shall defend
     all claims and demands of all Persons at any time claiming any Lien on any
     of the Trust Property adverse to the interest of the Issuer Trust or the
     Holders in their capacity as Holders.

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

               (i) the preparation and filing by the Issuer Trust with the
          Commission of and the execution on behalf of the Issuer Trust of a
          registration statement on the appropriate form in relation to the
          Capital Securities, including any amendments thereto;

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

               (iii) the preparation for filing by the Issuer Trust and
          execution on behalf of the Issuer Trust of an application to the New
          York Stock Exchange or any other national stock exchange or the Nasdaq
          National Market or any other automated quotation system


                                       14
<PAGE>

          for listing upon notice of issuance of any Capital Securities and
          filing with such exchange or self-regulatory organization such
          notification and documents as may be necessary from time to time to
          maintain such listing;

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

               (v) the taking of any other actions necessary or desirable to
          carryout any of the foregoing activities.

          (d) Notwithstanding anything herein to the contrary, the
     Administrative Trustees are authorized and directed to conduct the affairs
     of the Issuer Trust and to operate the Issuer Trust so that the Issuer
     Trust will not be deemed to be an "investment company" required to be
     registered under the Investment Company Act, and will not be taxable as a
     corporation or classified as other than a grantor trust for United States
     Federal income tax purposes and so that the Debentures will be treated as
     indebtedness of the Depositor for United States Federal income tax
     purposes. In this connection, the Depositor and the Administrative Trustees
     are authorized to take any action, not inconsistent with applicable law,
     the Certificate of Trust or this Trust Agreement, that they determine in
     their discretion to be necessary or desirable for such purposes, as long as
     such action does not adversely affect in any material respect the interests
     of the Holders of the Outstanding Capital Securities. In no event shall the
     Depositor or the Issuer Trustees be liable to the Issuer Trust or the
     Holders for any failure to comply with this section that results from a
     change in law or regulation or in the interpretation thereof.

     SECTION 2.8. ASSETS OF TRUST.

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

     SECTION 2.9. TITLE TO TRUST PROPERTY.

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


                                    ARTICLE 3
                                 PAYMENT ACCOUNT

     SECTION 3.1. PAYMENT ACCOUNT.

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


                                       15
<PAGE>

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


                                    ARTICLE 4
                            DISTRIBUTIONS; REDEMPTION

     SECTION 4.1. DISTRIBUTIONS.

          (a) The Trust Securities represent undivided beneficial interests in
     the Trust Property, and Distributions (including of Additional Amounts)
     will be made on the Trust Securities at the rate and on the dates that
     payments of interest (including of Additional Interest, as defined in the
     Indenture) are made on the Debentures. Accordingly:

               (i) Distributions on the Trust Securities shall be cumulative,
          and will accumulate whether or not there are funds of the Trust
          available for the payment of Distributions. Distributions shall
          accumulate from _____________, 2001 and, except in the event (and to
          the extent) that the Depositor exercises its right to defer the
          payment of interest on the Debentures pursuant to the Indenture, shall
          be payable semi-annually in arrears on the ____ day of ___________ and
          ___________ of each year, commencing on _____________, 2001. If any
          date on which a Distribution is otherwise payable on the Trust
          Securities is not a Business Day, then the payment of such
          Distribution shall be made on the next succeeding day that is a
          Business Day (and without any interest or other payment in respect of
          any such delay), except that, if such Business Day falls in the next
          calendar year, such payment will be made on the immediately preceding
          day, with the same force and effect as if made on the date on which
          such payment was originally payable (each date on which distributions
          are payable in accordance with this Section 4.1(a), a "Distribution
          Date").

               (ii) In the event (and to the extent) that the Depositor
          exercises its right under the Indenture to defer the payment of
          interest on the Debentures, Distributions on the Trust Securities
          shall be deferred but shall continue to accumulate. Distributions on
          the Trust Securities shall be payable at a rate of ______% per annum
          of the Liquidation Amount of the Trust Securities. The amount of
          Distributions payable for any full semi-annual period shall be
          computed on the basis of a 360-day year of twelve 30-day months. The
          amount of Distributions for any partial period shall be computed on
          the basis of the actual number of days elapsed in a 360-day year of
          twelve 30-day months. The amount of Distributions payable for any
          period shall include the Additional Amounts, if any.

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

          (b) Distributions on the Trust Securities with respect to a
     Distribution Date shall be payable to the Holders thereof as they appear on
     the Securities Register for the Trust Securities at the close of business
     on the relevant record date for such Distribution Date, which shall be one


                                       16
<PAGE>

     Business Day prior to such Distribution Date; provided, however, that in
     the event that the Capital Securities do not remain in book-entry-only
     form, the relevant record date for a Distribution Date shall be the date 15
     days prior to such Distribution Date. Distributions payable on any Trust
     Securities that are not punctually paid on any Distribution Date will cease
     to be payable to the Person in whose name such Trust Securities are
     registered on the relevant record date, and such defaulted Distribution
     will instead be payable to the Person in whose name such Trust Securities
     are registered on the special record date or other specified date for
     determining Holders entitled to such defaulted interest established in
     accordance with the Indenture.

     SECTION 4.2. REDEMPTION.

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

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

               (i) the Redemption Date;

               (ii) the Redemption Price or if the Redemption Price cannot be
          calculated prior to the time the notice is required to be sent, the
          estimate of the Redemption Price together with a statement that it is
          an estimate and that the actual Redemption Price will be calculated on
          the third Business Day prior to the Redemption Date (and if an
          estimate is provided, a further notice shall be sent of the actual
          Redemption Price on the date that such Redemption Price is
          calculated);

               (iii) the CUSIP number or CUSIP numbers of the Capital Securities
          affected;

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

               (v) that on the Redemption Date the Redemption Price will become
          due and payable upon each such Trust Security to be redeemed and that
          Distributions thereon will cease to accumulate on and after said date,
          except as provided in Section 4.2(d) below; and

               (vi) if the Capital Securities are no longer in book-entry-only
          form, the place or places where the Capital Securities Certificates
          are to be surrendered for the payment of the Redemption Price.

          (c) The Trust Securities redeemed on each Redemption Date shall be
     redeemed at the Redemption Price with the proceeds from the contemporaneous
     redemption or payment at stated maturity of the Debentures. Redemptions of
     the Trust Securities shall be made and the Redemption Price shall be
     payable on each Redemption Date only to the extent that the Issuer


                                       17
<PAGE>

     Trust has funds then on hand and available in the Payment Account for the
     payment of such Redemption Price.

          (d) If the Property Trustee gives a notice of redemption in respect of
     any Capital Securities, then, by 12:00 noon, New York City time, on the
     Redemption Date, subject to Section 4.2(c), the Property Trustee will, with
     respect to Book-Entry Capital Securities, irrevocably deposit with the
     Clearing Agency for such Book-Entry Capital Securities, to the extent
     available therefor, funds sufficient to pay the applicable Redemption Price
     and will give such Clearing Agency irrevocable instructions and authority
     to pay the Redemption Price to the Holders of the Capital Securities. With
     respect to Capital Securities that are not Book-Entry Capital Securities,
     the Property Trustee, subject to Section 4.2(c), will irrevocably deposit
     with the Paying Agent, to the extent available therefor, funds sufficient
     to pay the applicable Redemption Price and will give the Paying Agent
     irrevocable instructions and authority to pay the Redemption Price to the
     Holders of the Capital Securities upon surrender of their Capital
     Securities Certificates. Notwithstanding the foregoing, Distributions
     payable on or prior to the Redemption Date for any Trust Securities called
     for redemption shall be payable to the Holders of such Trust Securities as
     they appear on the Securities Register for the Trust Securities on the
     relevant record dates for the related Distribution Dates. If notice of
     redemption shall have been given and funds deposited as required, then upon
     the date of such deposit, all rights of Holders holding Trust Securities so
     called for redemption will cease, except the right of such Holders to
     receive the Redemption Price and any Distribution payable in respect of the
     Trust Securities on or prior to the Redemption Date, but without interest,
     and such Trust Securities will cease to be outstanding. In the event that
     any date on which any Redemption Price is payable is not a Business Day,
     then payment of the Redemption Price payable on such date will be made on
     the next succeeding day that is a Business Day (without any interest or
     other payment in respect of any such delay), except that, if such Business
     Day falls in the next calendar year, such payment will be made on the
     immediately preceding Business Day, in each case, with the same force and
     effect as if made on such date. In the event that payment of the Redemption
     Price in respect of any Trust Securities called for redemption is
     improperly withheld or refused and not paid either by the Issuer Trust or
     by the Depositor pursuant to the Guarantee, Distributions on such Trust
     Securities will continue to accumulate, as set forth in Section 4.1, from
     the Redemption Date originally established by the Issuer Trust for such
     Trust Securities to the date such Redemption Price is actually paid, in
     which case the actual payment date will be the date fixed for redemption
     for purposes of calculating the Redemption Price.

          (e) Subject to Section 4.3(a), if less than all the Outstanding Trust
     Securities are to be redeemed on a Redemption Date, then the aggregate
     Liquidation Amount of Trust Securities to be redeemed shall be allocated
     pro rata to the Common Securities and the Capital Securities based upon the
     relative Liquidation Amounts of such classes. The particular Capital
     Securities to be redeemed shall be selected on a pro rata basis based upon
     their respective Liquidation Amounts not more than 60 days prior to the
     Redemption Date by the Property Trustee from the Outstanding Capital
     Securities not previously called for redemption, provided that so long as
     the Capital Securities are in book-entry-only form, such selection shall be
     made in accordance with the customary procedures for the Clearing Agency
     for the Capital Securities. The Property Trustee shall promptly notify the
     Securities Registrar in writing of the Capital Securities selected for
     redemption and, in the case of any Capital Securities selected for partial
     redemption, the Liquidation Amount thereof to be redeemed. For all purposes
     of this Trust Agreement, unless


                                       18
<PAGE>

     the context otherwise requires, all provisions relating to the redemption
     of Capital Securities shall relate, in the case of any Capital Securities
     redeemed or to be redeemed only in part, to the portion of the aggregate
     Liquidation Amount of Capital Securities that has been or is to be
     redeemed.

     SECTION 4.3. RANKING OF COMMON SECURITIES.

          (a) Payment of Distributions (including any Additional Amounts) on,
     the Redemption Price of, and the Liquidation Distribution in respect of,
     the Trust Securities, as applicable, shall be made, subject to Section
     4.2(e), pro rata among the Common Securities and the Capital Securities
     based on the Liquidation Amount of the Trust Securities; provided, however,
     that if on any Distribution Date, Redemption Date or Liquidation Date any
     Event of Default resulting from a Debenture Event of Default specified in
     Section 501(1) or 501(2) of the Indenture shall have occurred and be
     continuing, no payment of any Distribution (including any Additional
     Amounts) on, Redemption Price of, or Liquidation Distribution in respect
     of, any Common Security, and no other payment on account of the redemption,
     liquidation or other acquisition of Common Securities, shall be made unless
     payment in full in cash of all accumulated and unpaid Distributions
     (including any Additional Amounts) on all Outstanding Capital Securities
     for all Distribution Periods terminating on or prior thereto, or in the
     case of payment of the Redemption Price the full amount of such Redemption
     Price on all Outstanding Capital Securities then called for redemption, or
     in the case of payment of the Liquidation Distribution the full amount of
     such Liquidation Distribution on all Outstanding Capital Securities, shall
     have been made or provided for, and all funds immediately available to the
     Property Trustee shall first be applied to the payment in full in cash of
     all Distributions (including any Additional Amounts) on, or the Redemption
     Price of, the Capital Securities then due and payable.

          (b) In the case of the occurrence of any Event of Default resulting
     from any Debenture Event of Default, the Holders of the Common Securities
     shall have no right to act with respect to any such Event of Default under
     this Trust Agreement until the effect of all such Events of Default with
     respect to the Capital Securities have been cured, waived or otherwise
     eliminated. Until all such Events of Default under this Trust Agreement
     with respect to the Capital Securities have been so cured, waived or
     otherwise eliminated, the Property Trustee shall act solely on behalf of
     the Holders of the Capital Securities and not on behalf of the Holders of
     the Common Securities, and only the Holders of the Capital Securities will
     have the right to direct the Property Trustee to act on their behalf.

     SECTION 4.4. PAYMENT PROCEDURES.

     Payments of Distributions (including any Additional Amounts) in respect of
the Capital Securities shall be made by check mailed to the address of the
Person entitled thereto as such address shall appear on the Securities Register
or, if the Capital Securities are held by a Clearing Agency, such Distributions
shall be made to the Clearing Agency in immediately available funds. Payments in
respect of the Common Securities shall be made in such manner as shall be
mutually agreed between the Property Trustee and the Holders of the Common
Securities.


                                       19
<PAGE>

     SECTION 4.5. TAX RETURNS AND REPORTS.

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

     SECTION 4.6. PAYMENT OF EXPENSES OF THE ISSUER TRUST.

     The Depositor shall pay to the Issuer Trust, and reimburse the Issuer Trust
for, the full amount of any costs, expenses or liabilities of the Issuer Trust
(other than obligations of the Issuer Trust to pay the Holders of any Capital
Securities or other similar interests in the Issuer Trust the amounts due such
Holders pursuant to the terms of the Capital Securities or such other similar
interests, as the case may be), including, without limitation, any taxes, duties
or other governmental charges of whatever nature (other than withholding taxes)
imposed on the Issuer Trust by the United States or any other taxing authority.
Such payment obligation includes any such costs, expenses or liabilities of the
Issuer Trust that are required by applicable law to be satisfied in connection
with a dissolution of the Issuer Trust.

     SECTION 4.7. PAYMENTS UNDER INDENTURE OR PURSUANT TO DIRECT ACTIONS.

     Any amount payable hereunder to any Holder of Capital Securities (or any
Owner with respect thereto) shall be reduced by the amount of any corresponding
payment such Holder (or Owner) has directly received pursuant to Section 508 of
the Indenture or Section 5.14 of this Trust Agreement.


                                    ARTICLE 5
                          TRUST SECURITIES CERTIFICATES

     SECTION 5.1. INITIAL OWNERSHIP.

     Upon the formation of the Issuer Trust and the contribution by the
Depositor pursuant to Section 2.3 and until the issuance of the Trust
Securities, and at any time during which no Trust Securities are outstanding,
the Depositor shall be the sole beneficial owner of the Issuer Trust.

     SECTION 5.2. THE TRUST SECURITIES CERTIFICATES.

     The Capital Securities Certificates shall be issued in minimum
denominations of $1,000 Liquidation Amount and integral multiples of $1,000 in
excess thereof, and the Common Securities Certificates shall be issued in
denominations of $1,000 Liquidation Amount and integral multiples thereof. The
Trust Securities Certificates shall be (i) executed on behalf of the


                                       20
<PAGE>

Issuer Trust by manual or facsimile signature of at least one Administrative
Trustee and, if executed on behalf of the Issuer Trust by facsimile,
countersigned by the Securities Registrar or its agent and (ii) authenticated by
the Property Trustee by manual or facsimile signature of an authorized signatory
thereof and, if executed by such authorized signatory of the Property Trustee by
facsimile, countersigned by the Securities Registrar or its agent. Trust
Securities Certificates bearing the manual signatures of individuals who were,
at the time when such signatures shall have been affixed, authorized to sign on
behalf of the Issuer Trust or the Property Trustee or, if executed on behalf of
the Issuer Trust or the Property Trustee by facsimile, countersigned by the
Securities Registrar or its agent, shall be validly issued and entitled to the
benefits of this Trust Agreement, notwithstanding that such individuals or any
of them shall have ceased to be so authorized prior to the delivery of such
Trust Securities Certificates or did not hold such offices at the date of
delivery of such Trust Securities Certificates. A transferee of a Trust
Securities Certificate shall become a Holder, and shall be entitled to the
rights and subject to the obligations of a Holder hereunder, upon due
registration of such Trust Securities Certificate in such transferee's name
pursuant to Sections 5.4, 5.11 and 5.13.

     SECTION 5.3. EXECUTION AND DELIVERY OF TRUST SECURITIES CERTIFICATES.

     At the Time of Delivery, the Administrative Trustees shall cause Trust
Securities Certificates, in an aggregate Liquidation Amount as provided in
Sections 2.4 and 2.5, to be executed on behalf of the Issuer Trust and delivered
to or upon the written order of the Depositor, such written order executed by
one authorized officer thereof, without further corporate action by the
Depositor, in authorized denominations.

     SECTION 5.4 REGISTRATION OF TRANSFER AND EXCHANGE OF CAPITAL SECURITIES
CERTIFICATES.

     The Depositor shall keep or cause to be kept, at the office or agency
maintained pursuant to Section 5.8, a register or registers for the purpose of
registering Trust Securities Certificates and transfers and exchanges of Capital
Securities Certificates (the "Securities Register") in which the transfer agent
and registrar designated by the Depositor (the "Securities Registrar"), subject
to such reasonable regulations as it may prescribe, shall provide for the
registration of Capital Securities Certificates and Common Securities
Certificates (subject to Section 5.10 in the case of the Common Securities
Certificates) and registration of transfers and exchanges of Capital Securities
Certificates as herein provided. Wells Fargo Bank shall be the initial
Securities Registrar.

     Upon surrender for registration of transfer of any Capital Securities
Certificate at the office or agency maintained pursuant to Section 5.8, the
Administrative Trustees or any one of them shall execute on behalf of the Issuer
Trust (and if executed on behalf of the Issuer Trust by a facsimile signature,
such certificate shall be countersigned by the Securities Registrar or its
agent) and deliver, in the name of the designated transferee or transferees, one
or more new Capital Securities Certificates in authorized denominations of a
like aggregate Liquidation Amount dated the date of execution by such
Administrative Trustee or Trustees. The Securities Registrar shall not be
required to register the transfer of any Capital Securities that have been


                                       21
<PAGE>

called for redemption during a period beginning at the opening of business 15
days before the day of selection for such redemption.

     At the option of a Holder, Capital Securities Certificates may be exchanged
for other Capital Securities Certificates in authorized denominations of the
same class and of a like aggregate Liquidation Amount upon surrender of the
Capital Securities Certificates to be exchanged at the office or agency
maintained pursuant to Section 5.8.

     Every Capital Securities Certificate presented or surrendered for
registration of transfer or exchange shall be accompanied by a written
instrument of transfer in form satisfactory to an Administrative Trustee and the
Securities Registrar duly executed by the Holder or his attorney duly authorized
in writing. Each Capital Securities Certificate surrendered for registration of
transfer or exchange shall be canceled and subsequently disposed of by an
Administrative Trustee or the Securities Registrar in accordance with such
Person's customary practice.

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

     SECTION 5.5. MUTILATED, DESTROYED, LOST OR STOLEN TRUST SECURITIES
CERTIFICATES.

     If (a) any mutilated Trust Securities Certificate shall be surrendered to
the Securities Registrar, or if the Securities Registrar shall receive evidence
to its satisfaction of the destruction, loss or theft of any Trust Securities
Certificate, and (b) there shall be delivered to the Securities Registrar and
the Administrative Trustees such security or indemnity as may be required by
them to save each of them harmless, then in the absence of notice that such
Trust Securities Certificate shall have been acquired by a bona fide purchaser,
the Administrative Trustees, or any one of them, on behalf of the Issuer Trust
shall execute and make available for delivery, in exchange for or in lieu of any
such mutilated, destroyed, lost or stolen Trust Securities Certificate, a new
Trust Securities Certificate of like class, tenor and denomination. In
connection with the issuance of any new Trust Securities Certificate under this
Section 5.5, the Administrative Trustees or the Securities Registrar may require
the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection therewith. Any duplicate Trust Securities
Certificate issued pursuant to this Section shall constitute conclusive evidence
of an undivided beneficial interest in the assets of the Issuer Trust
corresponding to that evidenced by the lost, stolen or destroyed Trust
Securities Certificate, as if originally issued, whether or not the lost, stolen
or destroyed Trust Securities Certificate shall be found at any time.

     SECTION 5.6. PERSONS DEEMED HOLDERS.

     The Issuer Trustees and the Securities Registrar shall each treat the
Person in whose name any Trust Securities Certificate shall be registered in the
Securities Register as the owner of such Trust Securities Certificate for the
purpose of receiving Distributions and for all other purposes whatsoever, and
none of the Issuer Trustees, the Administrative Trustees and the Securities
Registrar shall be bound by any notice to the contrary.


                                       22
<PAGE>

     SECTION 5.7. ACCESS TO LIST OF HOLDERS' NAMES AND ADDRESSES.

     Each Holder and each Owner shall be deemed to have agreed not to hold the
Depositor, the Property Trustee, the Delaware Trustee or the Administrative
Trustees accountable by reason of the disclosure of its name and address,
regardless of the source from which such information was derived.

     SECTION 5.8. MAINTENANCE OF OFFICE AGENCY.

     The Administrative Trustees shall designate an office or offices or agency
or agencies where Capital Securities Certificates may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Issuer Trustees in respect of the Trust Securities Certificates may be
served. The Administrative Trustees initially designate
____________________________, Attention: ___________________, as its office and
agency for such purposes. The Administrative Trustee shall give prompt written
notice to the Depositor, the Property Trustees and to the Holders of any change
in the location of the Securities Register or any such office or agency.

     SECTION 5.9. APPOINTMENT OF PAYING AGENT.

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


                                       23
<PAGE>

     SECTION 5.10.OWNERSHIP OF COMMON SECURITIES BY DEPOSITOR.

     At the Time of Delivery, the Depositor shall acquire, and thereafter shall
retain, beneficial and record ownership of the Common Securities. To the fullest
extent permitted by law, other than a transfer in connection with a
consolidation or merger of the Depositor into another Person, or any conveyance,
transfer or lease by the Depositor of its properties and assets substantially as
an entirety to any Person, pursuant to Section 801 of the Indenture, any
attempted transfer of the Common Securities shall be void. The Administrative
Trustees shall cause each Common Securities Certificate issued to the Depositor
to contain a legend consistent with this Section 5.10.

     SECTION 5.11.BOOK-ENTRY CAPITAL SECURITIES CERTIFICATES; COMMON SECURITIES
CERTIFICATE.

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

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

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

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

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


                                       24
<PAGE>

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

     SECTION 5.12.NOTICES TO CLEARING AGENCY.

     To the extent that a notice or other communication to the Holders is
required under this Trust Agreement, for so long as Capital Securities are
represented by a Book-Entry Capital Securities Certificates, the Administrative
Trustees and the Issuer Trustee shall give all such notices and communications
specified herein to be given to the Clearing Agency, and shall have no
obligations to the Owners.

     SECTION 5.13.DEFINITIVE CAPITAL SECURITIES CERTIFICATES.

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

     SECTION 5.14.RIGHTS OF HOLDERS; WAIVERS OF PAST DEFAULTS.

          (a) The legal title to the Trust Property is vested exclusively in the
     Property Trustee (in its capacity as such) in accordance with Section 2.9,
     and the Holders shall not have any right or title therein other than the
     undivided beneficial interest in the assets of the Issuer Trust


                                       25
<PAGE>

     conferred by their Trust Securities and they shall have no right to call
     for any partition or division of property, profits or rights of the Issuer
     Trust except as described below. The Trust Securities shall be personal
     property giving only the rights specifically set forth therein and in this
     Trust Agreement. The Trust Securities shall have no preemptive or similar
     rights and when issued and delivered to Holders against payment of the
     purchase price therefor will be fully paid and nonassessable by the Issuer
     Trust. The Holders of the Trust Securities, in their capacities as such,
     shall be entitled to the same limitation of personal liability extended to
     stockholders of private corporations for profit organized under the General
     Corporation Law of the State of Delaware.

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

          At any time after a declaration of acceleration with respect to the
     Debentures has been made and before a judgment or decree for payment of the
     money due has been obtained by the Debenture Trustee as in the Indenture
     provided, the Holders of at least a Majority in Liquidation Amount of the
     Capital Securities, by written notice to the Property Trustee, the
     Depositor and the Debenture Trustee, may rescind and annul such declaration
     and its consequences if:

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

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

                    (B) any accrued Additional Interest (as defined in the
               Indenture) on all of the Debentures,

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

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

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

          The Holders of at least a Majority in Liquidation Amount of the
     Capital Securities may, on behalf of the Holders of all the Capital
     Securities, waive any past default under the Indenture, except a default in
     the payment of principal or interest (unless such default has been cured
     and a


                                       26
<PAGE>

     sum sufficient to pay all matured installments of interest and principal
     due otherwise than by acceleration has been deposited with the Debenture
     Trustee) or a default in respect of a covenant or provision that under the
     Indenture cannot be modified or amended without the consent of the holder
     of each outstanding Debenture. No such rescission shall affect any
     subsequent default or impair any right consequent thereon.

          Upon receipt by the Property Trustee of written notice declaring such
     an acceleration, or rescission and annulment thereof, by Holders of any
     part of the Capital Securities a record date shall be established for
     determining Holders of Outstanding Capital Securities entitled to join in
     such notice, which record date shall be at the close of business on the day
     the Property Trustee receives such notice. The Holders on such record date,
     or their duly designated proxies, and only such Persons, shall be entitled
     to join in such notice, whether or not such Holders remain Holders after
     such record date; provided that, unless such declaration of acceleration,
     or rescission and annulment, as the case may be, shall have become
     effective by virtue of the requisite percentage having joined in such
     notice prior to the day that is 90 days after such record date, such notice
     of declaration of acceleration, or rescission and annulment, as the case
     may be, shall automatically and without further action by any Holder be
     canceled and of no further effect. Nothing in this paragraph shall prevent
     a Holder, or a proxy of a Holder, from giving, after expiration of such
     90-day period, a new written notice of declaration of acceleration, or
     rescission and annulment thereof, as the case may be, that is identical to
     a written notice that has been canceled pursuant to the proviso to the
     preceding sentence, in which event a new record date shall be established
     pursuant to the provisions of this Section 5.14(b).

          (c) For so long as any Capital Securities remain Outstanding, to the
     fullest extent permitted by law and subject to the terms of this Trust
     Agreement and the Indenture, upon a Debenture Event of Default specified in
     Section 501(1) or 501(2) of the Indenture, any Holder of Capital Securities
     shall have the right to institute a proceeding directly against the
     Depositor, pursuant to Section 508 of the Indenture, for enforcement of
     payment to such Holder of any amounts payable in respect of Debentures
     having an aggregate principal amount equal to the aggregate Liquidation
     Amount of the Capital Securities of such Holder (a "Direct Action"). Except
     as set forth in Section 5.14(b) and this Section 5.14(c), the Holders of
     Capital Securities shall have no right to exercise directly any right or
     remedy available to the holders of, or in respect of, the Debentures.

          (d) Except as otherwise provided in paragraphs (a), (b) and (c) of
     this Section 5.14, the Holders of at least a Majority in Liquidation Amount
     of the Capital Securities may, on behalf of the Holders of all the Capital
     Securities, waive any past default or Event of Default and its
     consequences. Upon such waiver, any such default or Event of Default shall
     cease to exist, and any default or Event of Default arising there from
     shall be deemed to have been cured, for every purpose of this Trust
     Agreement, but no such waiver shall extend to any subsequent or other
     default or Event of Default or impair any right consequent thereon.

     SECTION 5.15.CUSIP NUMBERS.

     The Administrative Trustees in issuing the Capital Securities may use
"CUSIP" numbers (if then generally in use), and, if so, the Property Trustee
shall use "CUSIP" numbers in notices of redemption as a convenience to Holders;
provided that any such notice may state that no


                                       27
<PAGE>

representation is made as to the correctness of such numbers either as printed
on the Capital Securities or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed on the
Capital Securities, and any such redemption shall not be affected by any defect
in or omission of such numbers. The Administrative Trustees will promptly notify
the Property Trustee of any change in the CUSIP numbers.


                                    ARTICLE 6
                        ACTS OF HOLDERS; MEETINGS; VOTING

     SECTION 6.1. LIMITATIONS ON VOTING RIGHTS.

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

          (b) So long as any Debentures are held by the Property Trustee on
     behalf of the Issuer Trust, the Issuer Trustees shall not (i) direct the
     time, method and place of conducting any proceeding for any remedy
     available to the Debenture Trustee, or execute any trust or power conferred
     on the Debenture Trustee with respect to the Debentures, (ii) waive any
     past default that may be waived under Section 513 of the Indenture, (iii)
     exercise any right to rescind or annul a declaration that the principal of
     all the Debentures shall be due and payable, or (iv) consent to any
     amendment, modification or termination of the Indenture or the Debentures,
     where such consent shall be required, without, in each case, obtaining the
     prior approval of the Holders of at least a Majority in Liquidation Amount
     of the Capital Securities, provided, however, that where a consent under
     the Indenture would require the consent of each holder of Debentures
     affected thereby, no such consent shall be given by the Property Trustee
     without the prior written consent of each Holder of Capital Securities. The
     Property Trustee shall not revoke any action previously authorized or
     approved by a vote of the Holders of the Capital Securities, except by a
     subsequent vote of the Holders of the Capital Securities. The Property
     Trustee shall notify all Holders of the Capital Securities of any notice of
     default received with respect to the Debentures. In addition to obtaining
     the foregoing approvals of the Holders of the Capital Securities, prior to
     taking any of the foregoing actions, the Issuer Trustees shall, at the
     expense of the Depositor, obtain an Opinion of Counsel experienced in such
     matters to the effect that such action shall not cause the Issuer Trust to
     be taxable as a corporation or classified as other than a grantor trust for
     United States Federal income tax purposes.

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


                                       28
<PAGE>

     provision of this Trust Agreement, no amendment to this Trust Agreement may
     be made if, as a result of such amendment, it would cause the Issuer Trust
     to be taxable as a corporation or classified as other than a grantor trust
     for United States Federal income tax purposes.

     SECTION 6.2. NOTICE OF MEETINGS.

     Notice of all meetings of the Holders of the Capital Securities, stating
the time, place and purpose of the meeting, shall be given by the Property
Trustee pursuant to Section 10.8 to each Holder of Capital Securities, at such
Holder's registered address, at least 15 days and not more than 90 days before
the meeting. At any such meeting, any business properly before the meeting may
be so considered whether or not stated in the notice of the meeting. Any
adjourned meeting may be held as adjourned without further notice.

     SECTION 6.3. MEETINGS OF HOLDERS OF THE CAPITAL SECURITIES.

     No annual meeting of Holders is required to be held. The Property Trustee,
however, shall call a meeting of the Holders of the Capital Securities to vote
on any matter upon the written request of the Holders of at least 25% in
aggregate Liquidation Amount of the Outstanding Capital Securities and the
Administrative Trustees or the Property Trustee may, at any time in their
discretion, call a meeting of the Holders of the Capital Securities to vote on
any matters as to which such Holders are entitled to vote.

     The Holders of at least a Majority in Liquidation Amount of the Capital
Securities, present in person or by proxy, shall constitute a quorum at any
meeting of the Holders of the Capital Securities.

     If a quorum is present at a meeting, an affirmative vote by the Holders
present, in person or by proxy, holding Capital Securities representing at least
a Majority in Liquidation Amount of the Capital Securities held by the Holders
present, either in person or by proxy, at such meeting shall constitute the
action of the Holders of the Capital Securities, unless this Trust Agreement
requires a greater number of affirmative votes.

     SECTION 6.4. VOTING RIGHTS.

     Holders shall be entitled to one vote for each $1,000 of Liquidation Amount
represented by their Outstanding Trust Securities in respect of any matter as to
which such Holders are entitled to vote.

     SECTION 6.5. PROXIES, ETC.

     At any meeting of Holders, any Holder entitled to vote thereat may vote by
proxy, provided that no proxy shall be voted at any meeting unless it shall have
been placed on file with the Property Trustee, or with such other officer or
agent of the Issuer Trust as the Property Trustee may direct, for verification
prior to the time at which such vote shall be taken. Pursuant to a resolution of
the Property Trustee, proxies may be solicited in the name of the Property
Trustee or one or more officers of the Property Trustee. Only Holders of record
shall be entitled to vote. When Trust Securities are held jointly by several
persons, any one of them may vote at any meeting in person or by proxy in
respect of such Trust Securities, but if more than one of


                                       29
<PAGE>

them shall be present at such meeting in person or by proxy, and such joint
owners or their proxies so present disagree as to any vote to be cast, such vote
shall not be received in respect of such Trust Securities. A proxy purporting to
be executed by or on behalf of a Holder shall be deemed valid unless challenged
at or prior to its exercise, and the burden of proving invalidity shall rest on
the challenger. No proxy shall be valid more than three years after its date of
execution.

     SECTION 6.6. HOLDER ACTION BY WRITTEN CONSENT.

     Any action that may be taken by Holders at a meeting may be taken without a
meeting if Holders holding at least a Majority in Liquidation Amount of all
Capital Securities entitled to vote in respect of such action (or such larger
proportion thereof as shall be required by any other provision of this Trust
Agreement) shall consent to the action in writing.

     SECTION 6.7. RECORD DATE FOR VOTING AND OTHER PURPOSES.

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

     SECTION 6.8. ACTS OF HOLDERS.

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

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

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


                                       30
<PAGE>

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

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

     If any dispute shall arise between the Holders and the Issuer Trustees or
among the Holders or the Issuer Trustees with respect to the authenticity,
validity or binding nature of any request, demand, authorization, direction,
consent, waiver or other Act of such Holder or Issuer Trustee under this Article
VI, then the determination of such matter by the Property Trustee shall be
conclusive with respect to such matter.

     A Holder may institute a legal proceeding directly against the Depositor
under the Guarantee to enforce its rights under the Guarantee without first
instituting a legal proceeding against the Guarantee Trustee (as defined in the
Guarantee), the Issuer Trust, any Issuer Trustee, or any person or entity.

     SECTION 6.9. INSPECTION OF RECORDS.

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


                                    ARTICLE 7
                         REPRESENTATIONS AND WARRANTIES

     SECTION 7.1. REPRESENTATIONS AND WARRANTIES OF THE PROPERTY TRUSTEE AND THE
DELAWARE TRUSTEE.

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

          (a) the Property Trustee is a national banking association, duly
     organized, validly existing and in good standing under the laws of the
     United States;

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

          (c) the Delaware Trustee is a Delaware banking corporation;


                                       31
<PAGE>

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

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

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

          (g) neither the authorization, execution or delivery by the Property
     Trustee or the Delaware Trustee of this Trust Agreement nor the
     consummation of any of the transactions by the Property Trustee or the
     Delaware Trustee (as the case may be) contemplated herein requires the
     consent or approval of, the giving of notice to, the registration with or
     the taking of any other action with respect to any governmental authority
     or agency under any existing law of the United States or the State of
     Delaware governing the banking, trust or general powers of the Property
     Trustee or the Delaware Trustee (as appropriate in context), other than the
     filing of the Certificate of Trust with the Delaware Secretary of State;
     and

          (h) there are no proceedings pending or, to the best of each of the
     Property Trustee's and the Delaware Trustee's knowledge, threatened against
     or affecting the Property Trustee or the Delaware Trustee in any court or
     before any governmental authority, agency or arbitration board or tribunal
     that, individually or in the aggregate, would materially and adversely
     affect the Issuer Trust or would question the right, power and authority of
     the Property Trustee or the Delaware Trustee, as the case may be, to enter
     into or perform its obligations as one of the Trustees under this Trust
     Agreement.


                                       32
<PAGE>

     SECTION 7.2. REPRESENTATIONS AND WARRANTIES OF DEPOSITOR.

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

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

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


                                    ARTICLE 8
                               THE ISSUER TRUSTEES

     SECTION 8.1. CERTAIN DUTIES AND RESPONSIBILITIES.

          (a) The duties and responsibilities of the Issuer Trustees shall be as
     provided by this Trust Agreement, subject to Section 10.10 hereof.
     Notwithstanding the foregoing, but subject to Section 8.1(c), no provision
     of this Trust Agreement shall require any of the Issuer Trustees to expend
     or risk its or their own funds or otherwise incur any financial liability
     in the performance of any of its or their duties hereunder, or in the
     exercise of any of its or their rights or powers, if it or they shall have
     reasonable grounds for believing that repayment of such funds or adequate
     indemnity against such risk or liability is not reasonably assured to it.
     Whether or not therein expressly so provided, every provision of this Trust
     Agreement relating to the conduct or affecting the liability of or
     affording protection to the Issuer Trustees shall be subject to the
     provisions of this Section 8.1. To the extent that, at law or in equity, an
     Administrative Trustee has duties and liabilities relating to the Issuer
     Trust or to the Holders, such Administrative Trustee shall not be liable to
     the Issuer Trust or to any Holder for such Administrative Trustee's 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 the Administrative Trustees otherwise existing at law or in
     equity, are agreed by the Depositor and the Holders to replace such other
     duties and liabilities of the Administrative Trustees.

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


                                       33
<PAGE>

     forth elsewhere in this Trust Agreement or, in the case of the Property
     Trustee, in the Trust Indenture Act.

          (c) If an Event of Default has occurred and is continuing, the
     Property Trustee shall enforce this Trust Agreement for the benefit of the
     Holders.

          (d) The Property Trustee, before the occurrence of any Event of
     Default and after the curing of all Events of Default that may have
     occurred, shall undertake to perform only such duties as are specifically
     set forth in this Trust Agreement (including pursuant to Section 10.10),
     and no implied covenants shall be read into this Trust Agreement against
     the Property Trustee. If an Event of Default has occurred (that has not
     been cured or waived pursuant to Section 5.14, 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 its exercise
     thereof, as a prudent person would exercise or use under the circumstances
     in the conduct of his or her own affairs.

          (e) 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 any Event of Default and after the
          curing or waiving of all such Events of Default that may have
          occurred:

                    (A) the duties and obligations of the Property Trustee shall
               be determined solely by the express provisions of this Trust
               Agreement (including pursuant to Section 10.10), 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 (including pursuant to Section 10.10); 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 or of the Trust Indenture
               Act 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 an authorized 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 in good faith in
          accordance with the direction of the Holders of at least a Majority in
          Liquidation Amount of the Capital 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;


                                       34
<PAGE>

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

               (v) the Property Trustee shall not be liable for any interest on
          any money received by it except as it may otherwise agree with the
          Depositor; and money held by the Property Trustee need not be
          segregated from other funds held by it except in relation to the
          Payment Account maintained by the Property Trustee pursuant to Section
          3.1 and except to the extent otherwise required by law;

               (vi) the Property Trustee shall not be responsible for monitoring
          the compliance by the Administrative Trustees or the Depositor with
          their respective duties under this Trust Agreement, nor shall the
          Property Trustee be liable for the default or misconduct of any other
          Issuer Trustee, the Administrative Trustees or the Depositor; and

               (vii) subject to Section 8.1(c), 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 the Property Trustee shall have reasonable
          grounds for believing that the repayment of such funds or liability is
          not reasonably assured to it under the terms of this Trust Agreement
          or adequate indemnity against such risk or liability is not reasonably
          assured to it.

          (f) The Administrative Trustees shall not be responsible for
     monitoring the compliance by the other Issuer Trustees or the Depositor
     with their respective duties under this Trust Agreement, nor shall either
     Administrative Trustee be liable for the default or misconduct of any other
     Issuer Trustee or the Depositor.

     SECTION 8.2. CERTAIN NOTICES.

     Within ninety days after the occurrence of any Event of Default actually
known to the Property Trustee, the Property Trustee shall transmit, in the
manner and to the extent provided in Section 10.8, notice of such Event of
Default to the Holders and the Administrative Trustees, unless such Event of
Default shall have been cured or waived.

     Within five Business Days after the receipt of notice of the Depositor's
exercise of its right to defer the payment of interest on the Debentures
pursuant to the Indenture, the Property Trustee shall transmit, in the manner
and to the extent provided in Section 10.8, notice of such exercise to the
Holders and the Administrative Trustees, unless such exercise shall have been
revoked.

     The Property Trustee shall not be deemed to have knowledge of any Event of
Default unless the Property Trustee shall have received written notice or a
Responsible Officer of the Property Trustee charged with the administration of
this Trust Agreement shall have obtained actual knowledge of such Event of
Default.


                                       35
<PAGE>

     SECTION 8.3. CERTAIN RIGHTS OF PROPERTY TRUSTEE.

     Subject to the provisions of Section 8.1:

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

          (b) if (i) in performing its duties under this Trust Agreement the
     Property Trustee is required to decide between alternative courses of
     action, (ii) in construing any of the provisions of this Trust Agreement
     the Property Trustee finds the same ambiguous or inconsistent with any
     other provisions contained herein, or (iii) the Property Trustee is unsure
     of the application of any provision of this Trust Agreement, then, except
     as to any matter as to which the Holders of the Capital Securities are
     entitled to vote under the terms of this Trust Agreement, the Property
     Trustee shall deliver a notice to the Depositor requesting the Depositor's
     opinion as to the course of action to be taken; provided, however, that if
     the Depositor fails to deliver such opinion, the Property Trustee shall
     take such action, or refrain from taking such action, as the Property
     Trustee shall deem advisable and in the best interests of the Holders, in
     which event the Property Trustee shall have no liability except for its own
     bad faith, negligence or willful misconduct;

          (c) any direction or act of the Depositor contemplated by this Trust
     Agreement shall be sufficiently evidenced by an Officers' Certificate;

          (d) any direction or act of an Administrative Trustee contemplated by
     this Trust Agreement shall be sufficiently evidenced by a certificate
     executed by such Administrative Trustee and setting forth such direction or
     act;

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

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

          (g) the Property Trustee shall be under no obligation to exercise any
     of the rights or powers vested in it by this Trust Agreement at the request
     or direction of any of the Holders pursuant to this Trust Agreement, unless
     such Holders shall have offered to the Property Trustee reasonable security
     or indemnity against the costs, expenses and liabilities that might be
     incurred by it in compliance with such request or direction; provided that,
     nothing contained in this Section 8.3(g) shall be taken to relieve the
     Property Trustee, upon the occurrence of an Event of Default, of its
     obligation to exercise the rights and powers vested in it by this Trust
     Agreement;


                                       36
<PAGE>

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

          (i) the Property Trustee may execute any of the trusts or powers
     hereunder or perform any duties hereunder either directly or by or through
     its agents or attorneys, provided that the Property Trustee shall be
     responsible for its own negligence or misconduct with respect to selection
     of any agent or attorney appointed by it hereunder;

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

          (k) except as otherwise expressly provided by this Trust Agreement,
     the Property Trustee shall not be under any obligation to take any action
     that is discretionary under the provisions of this Trust Agreement.

          No provision of this Trust Agreement shall be deemed to impose any
     duty or obligation on any Issuer 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 such Person
     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 any Issuer
     Trustee shall be construed to be a duty.

     SECTION 8.4. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

     The recitals contained herein and in the Trust Securities Certificates
shall be taken as the statements of the Issuer Trust and the Depositor, and the
Issuer Trustees do not assume any responsibility for their correctness. The
Issuer Trustees shall not be accountable for the use or application by the
Depositor of the proceeds of the Debentures.

     SECTION 8.5. MAY HOLD SECURITIES.

     Any Issuer Trustee or any other agent of any Issuer Trustee or the Issuer
Trust, in its individual or any other capacity, may become the owner or pledgee
of Trust Securities and, subject to Sections 8.8 and 8.13, and except as
provided in the definition of the term "Outstanding" in Article I, may otherwise
deal with the Issuer Trust with the same rights it would have if it were not
Issuer Trustee or such other agent.


                                       37
<PAGE>

     SECTION 8.6. COMPENSATION; INDEMNITY; FEES.

     The Depositor agrees:

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

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

          (c) to the fullest extent permitted by applicable law, to indemnify
     and hold harmless (i) each Issuer Trustee, (ii) any Affiliate of any Issuer
     Trustee, (iii) any officer, director, shareholder, employee, representative
     or agent of any Issuer Trustee, and (iv) any employee or agent of the
     Issuer Trust (referred to herein as an "Indemnified Person") from and
     against any loss, damage, liability, tax, penalty, expense or claim of any
     kind or nature whatsoever incurred by such Indemnified Person by reason of
     the creation, operation or dissolution of the Issuer Trust or any act or
     omission performed or omitted by such Indemnified Person in good faith on
     behalf of the Issuer Trust and in a manner such Indemnified Person
     reasonably believed to be within the scope of authority conferred on such
     Indemnified Person by this Trust Agreement, except that no Indemnified
     Person shall be entitled to be indemnified in respect of any loss, damage
     or claim incurred by such Indemnified Person by reason of negligence, bad
     faith or willful misconduct with respect to such acts or omissions.

          The provisions of this Section 8.6 shall survive the termination of
     this Trust Agreement and the removal or resignation of any Issuer Trustee.

          No Issuer Trustee may claim any Lien on any Trust Property as a result
     of any amount due pursuant to this Section 8.6.

          The Depositor and any Issuer Trustee may engage in or possess an
     interest in other business ventures of any nature or description,
     independently or with others, similar or dissimilar to the business of the
     Issuer Trust, and the Issuer Trust and the Holders of Trust 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 business of the
     Issuer Trust, shall not be deemed wrongful or improper. Neither the
     Depositor nor any Issuer Trustee shall be obligated to present any
     particular investment or other opportunity to the Issuer Trust even if such
     opportunity is of a character that, if presented to the Issuer Trust, could
     be taken by the Issuer Trust, and the Depositor and any Issuer 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 Issuer Trustee may engage or be
     interested in any financial or other transaction with the Depositor or any


                                       38
<PAGE>

     Affiliate of the Depositor, or may act as depository for, trustee or agent
     for, or act on any committee or body of holders of, securities or other
     obligations of the Depositor or its Affiliates.

     SECTION 8.7. CORPORATE PROPERTY TRUSTEE REQUIRED; ELIGIBILITY OF ISSUER
TRUSTEES AND ADMINISTRATIVE TRUSTEES.

          (a) There shall at all times be a Property Trustee hereunder with
     respect to the Trust Securities. The Property Trustee shall be a Person
     that is a national or state chartered bank and eligible pursuant to the
     Trust Indenture Act to act as such and that has a combined capital and
     surplus of at least $50,000,000. If any such Person publishes reports of
     condition at least annually, pursuant to law or to the requirements of its
     supervising or examining authority, then for the purposes of this Section
     8.7 and to the extent permitted by the Trust Indenture Act, the combined
     capital and surplus of such Person shall be deemed to be its combined
     capital and surplus as set forth in its most recent report of condition so
     published. If at any time the Property Trustee with respect to the Trust
     Securities shall cease to be eligible in accordance with the provisions of
     this Section 8.7, it shall resign immediately in the manner and with the
     effect hereinafter specified in this Article VIII. At the time of
     appointment, the Property Trustee must have securities rated in one of the
     three highest rating categories by a nationally recognized statistical
     rating organization.

          (b) There shall at all times be one or more Administrative Trustees
     hereunder with respect to the Trust Securities. Each Administrative Trustee
     shall be either a natural person who is at least 21 years of age or a legal
     entity that shall act through one or more persons authorized to bind that
     entity.

          (c) There shall at all times be a Delaware Trustee with respect to the
     Trust Securities. The Delaware Trustee shall either be (i) a natural person
     who is at least 21 years of age and a resident of the State of Delaware, or
     (ii) a legal entity with its principal place of business in the State of
     Delaware and that otherwise meets the requirements of applicable Delaware
     law and that shall act through one or more persons authorized to bind such
     entity.

     SECTION 8.8. CONFLICTING INTERESTS.

          (a) If the Property Trustee has or shall acquire a conflicting
     interest within the meaning of the Trust Indenture Act, the Property
     Trustee shall either eliminate such interest or resign, to the extent and
     in the manner provided by, and subject to the provisions of, the Trust
     Indenture Act and this Trust Agreement.

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

     SECTION 8.9. CO-TRUSTEES AND SEPARATE TRUSTEE.

     Unless and until a Debenture Event of Default shall have occurred and be
continuing, at any time or times, for the purpose of meeting the legal
requirements of the Trust Indenture Act or of any jurisdiction in which any part
of the Trust Property may at the time be located, the Holder of Common
Securities and the Administrative Trustees shall have the power to appoint one
or


                                       39
<PAGE>

more Persons either to act as co-trustee, jointly with the Property Trustee, of
all or any part of such Trust Property, or to the extent required by law to act
as separate trustee of any such property, in either case with such powers as may
be provided in the instrument of appointment, and to vest in such Person or
Persons in the capacity aforesaid, any property, title, right or power deemed
necessary or desirable, subject to the other provisions of this Section. If a
Debenture Event of Default shall have occurred and be continuing, the Property
Trustee shall have the sole power to so appoint such a co-trustee or separate
trustee, and upon the written request of the Property Trustee, the Depositor and
the Administrative Trustees shall for such purpose join with the Property
Trustee in the execution, delivery, and performance of all instruments and
agreements necessary or proper to appoint, such co-trustee or separate trustee.
Any co-trustee or separate trustee appointed pursuant to this Section shall
either be (i) a natural person who is at least 21 years of age and a resident of
the United States, or (ii) a legal entity with its principal place of business
in the United States that shall act through one or more persons authorized to
bind such entity.

     Should any written instrument from the Depositor be required by any
co-trustee or separate trustee so appointed for more fully confirming to such
co-trustee or separate trustee such property, title, right, or power, any and
all such instruments shall, on request, be executed, acknowledged and delivered
by the Depositor.

     Every co-trustee or separate trustee shall, to the extent permitted by law,
but to such extent only, be appointed subject to the following terms, namely:

          (a) The Trust Securities shall be executed by one or more
     Administrative Trustees, and the Trust Securities shall be delivered by the
     Property Trustee, and all rights, powers, duties, and obligations hereunder
     in respect of the custody of securities, cash and other personal property
     held by, or required to be deposited or pledged with, the Property Trustee
     specified hereunder shall be exercised solely by the Property Trustee and
     not by such co-trustee or separate trustee.

          (b) The rights, powers, duties, and obligations hereby conferred or
     imposed upon the Property Trustee in respect of any property covered by
     such appointment shall be conferred or imposed upon and exercised or
     performed by the Property Trustee or by the Property Trustee and such
     co-trustee or separate trustee jointly, as shall be provided in the
     instrument appointing such co-trustee or separate trustee, except to the
     extent that under any law of any jurisdiction in which any particular act
     is to be performed, the Property Trustee shall be incompetent or
     unqualified to perform such act, in which event such rights, powers, duties
     and obligations shall be exercised and performed by such co-trustee or
     separate trustee.

          (c) The Property Trustee at any time, by an instrument in writing
     executed by it, with the written concurrence of the Depositor, may accept
     the resignation of or remove any co-trustee or separate trustee appointed
     under this Section 8.9, and, in case a Debenture Event of Default has
     occurred and is continuing, the Property Trustee shall have power to accept
     the resignation of, or remove, any such co-trustee or separate trustee
     without the concurrence of the Depositor. Upon the written request of the
     Property Trustee, the Depositor shall join with the Property Trustee in the
     execution, delivery and performance of all instruments and agreements
     necessary


                                       40
<PAGE>

     or proper to effectuate such resignation or removal. A successor to any
     co-trustee or separate trustee so resigning or removed may be appointed in
     the manner provided in this Section 8.9.

          (d) No co-trustee or separate trustee hereunder shall be personally
     liable by reason of any act or omission of the Property Trustee or any
     other trustee hereunder.

          (e) The Property Trustee shall not be liable by reason of any act of a
     co-trustee or separate trustee.

          (f) Any Act of Holders delivered to the Property Trustee shall be
     deemed to have been delivered to each such co-trustee and separate trustee.

     SECTION 8.10.RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

     No resignation or removal of any Issuer Trustee (the "Relevant Trustee")
and no appointment of a successor Issuer Trustee pursuant to this Article VIII
shall become effective until the acceptance of appointment by the successor
Issuer Trustee in accordance with the applicable requirements of Section 8.11.

     Subject to the immediately preceding paragraph, the Relevant Trustee may
resign at any time by giving written notice thereof to the Holders and by
appointing a successor Relevant Trustee. The Relevant Trustee shall appoint a
successor by requesting from at least three Persons meeting the eligibility
requirements its expenses and charges to serve as the Relevant Trustee on a form
provided by the Administrative Trustees, and selecting the Person who agrees to
the lowest expenses and charges. If the instrument of acceptance by the
successor Issuer Trustee required by Section 8.11 shall not have been delivered
to the Relevant Trustee within 60 days after the giving of such notice of
resignation, the Relevant Trustee may petition, at the expense of the Depositor,
in the case of the Property Trustee, any court of competent jurisdiction for the
appointment of a successor Relevant Trustee.

     The Administrative Trustees, or any of them, may be removed at any time by
Act of the Holders of Common Securities delivered to the Relevant Trustee.

     The Property Trustee or the Delaware Trustee, or both of them, may be
removed by Act of the Holders of at least a Majority in Liquidation Amount of
the Capital Securities, delivered to the Relevant Trustee (in its individual
capacity and, in the case of the Property Trustee, on behalf of the Issuer
Trust) (i) for cause (including upon the occurrence of an Event of Default
described in subparagraph (d) of the definition thereof with respect to the
Relevant Trustee), or (ii) at any time if a Debenture Event of Default shall
have occurred and be continuing. Unless and until a Debenture Event of Default
shall have occurred and be continuing, the Property Trustee or the Delaware
Trustee, or both of them, may be removed at any time by Act of the Holders of
the Common Securities.

     If a resigning Property Trustee or Delaware Trustee shall fail to appoint a
successor, or if the Property Trustee or the Delaware Trustee shall be removed
or become incapable of acting as Issuer Trustee, or if a vacancy shall occur in
the office of the Property Trustee or the Delaware Trustee for any cause, the
Holders of the Common Securities by Act of such Holders delivered to the
Relevant Trustee or, if a Debenture Event of Default shall have occurred and be
continuing,


                                       41
<PAGE>

the Holders of the Capital Securities, by Act of the Holders of not less than
25% in aggregate Liquidation Amount of the Capital Securities then Outstanding
delivered to such Relevant Trustee, may appoint a successor Relevant Trustee or
Trustees, and such successor Issuer Trustee shall comply with the applicable
requirements of Section 8.11. If no successor Relevant Trustee shall have been
so appointed by the Holders of the Common Securities or Capital Securities, as
the case may be, and accepted appointment in the manner required by Section
8.11, any Holder, on behalf of such Holder and all others similarly situated, or
any other Issuer Trustee, may petition any court of competent jurisdiction for
the appointment of a successor Relevant Trustee.

     The Property Trustee shall give notice of each resignation and each removal
of an Issuer Trustee and each appointment of a successor Issuer Trustee to all
Holders in the manner provided in Section 10.8 and shall give notice to the
Depositor and to the Administrative Trustees. Each notice shall include the name
of the successor Relevant Trustee and the address of its Corporate Trust Office
if it is the Property Trustee.

     Notwithstanding the foregoing or any other provision of this Trust
Agreement, if any Delaware Trustee who is a natural person dies or becomes, in
the opinion of the Holders of the Common Securities, incompetent or
incapacitated, the vacancy created by such death, incompetence or incapacity may
be filled by the Property Trustee following the procedures regarding expenses
and charges set forth above (with the successor being a Person who satisfies the
eligibility requirement for the Delaware Trustee set forth in Section 8.7).

     SECTION 8.11.ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

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

     Upon request of any such successor Relevant Trustee, the Issuer Trust shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Relevant Trustee all such rights, powers and trusts
referred to in the preceding paragraph.


                                       42
<PAGE>

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

     SECTION 8.12.MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

     Any Person into which the Property Trustee or the Delaware Trustee may be
merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which such Relevant
Trustee shall be a party, or any Person, succeeding to all or substantially all
the corporate trust business of such Relevant Trustee, shall be the successor of
such Relevant Trustee hereunder, provided that such Person shall be otherwise
qualified and eligible under this Article VIII, without the execution or filing
of any paper or any further act on the part of any of the parties hereto, other
than the filing of an amendment to the Certificate of Trust to the extent
required under the Delaware Business Trust Act.

     SECTION 8.13.PREFERENTIAL COLLECTION OF CLAIMS AGAINST DEPOSITOR OR ISSUER
TRUST.

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

     SECTION 8.14.TRUSTEE MAY FILE PROOFS OF CLAIM.

     In case of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other similar judicial
proceeding relative to the Issuer Trust or any other obligor upon the Trust
Securities or the property of the Issuer Trust or of such other obligor or their
creditors, the Property Trustee (irrespective of whether any Distributions on
the Trust Securities shall then be due and payable and irrespective of whether
the Property Trustee shall have made any demand on the Issuer 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 Trust 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 agents 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.


                                       43
<PAGE>

     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 Trust
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.

     SECTION 8.15.REPORTS BY PROPERTY TRUSTEE.

          (a) Within 60 days after May 15 of each year commencing with May 15,
     2002, the Property Trustee shall transmit to all Holders in accordance with
     Section 10.8, and to the Depositor, a brief report dated as of the
     immediately preceding May 15 with respect to:

               (i) its eligibility under Section 8.7 or, in lieu thereof, if to
          the best of its knowledge it has continued to be eligible under said
          Section, a written statement to such effect;

               (ii) a statement that the Property Trustee has complied with all
          of its obligations under this Trust Agreement during the twelve-month
          period (or, in the case of the initial report, the period since the
          Closing Date) ending with such May 15 or, if the Property Trustee has
          not complied in any material respect with such obligations, a
          description of such noncompliance; and

               (iii) any change in the property and funds in its possession as
          Property Trustee since the date of its last report and any action
          taken by the Property Trustee in the performance of its duties
          hereunder which it has not previously reported and which in its
          opinion materially affects the Trust Securities.

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

          (c) A copy of each such report shall, at the time of such transmission
     to Holders, be filed by the Property Trustee with the Depositor.

     SECTION 8.16.REPORTS TO THE PROPERTY TRUSTEE.

     Each of the Depositor and the Administrative Trustees 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(a) of the Trust Indenture Act in the form, in the manner and at
the times required by Section 314 of the Trust Indenture Act. The Depositor and
the Administrative Trustees shall annually file with the Property Trustee a
certificate specifying whether such Person is in compliance with all of the
terms and covenants applicable to such Person hereunder.

     SECTION 8.17.EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

     Each of the Depositor and the Administrative Trustees shall provide to the
Property Trustee such evidence of compliance with any conditions precedent, if
any, provided for in this


                                       44
<PAGE>

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) of the Trust Indenture Act shall be given
in the form of an Officers' Certificate.

     SECTION 8.18.NUMBER OF ISSUER TRUSTEES.

          (a) The number of Issuer Trustees shall be four, unless the Property
     Trustee also acts as the Delaware Trustee, in which case the number of
     Issuer Trustees may be three.

          (b) If an Issuer Trustee ceases to hold office for any reason, a
     vacancy shall occur. The vacancy shall be filled with an Issuer Trustee
     appointed in accordance with Section 8.10.

          (c) The death, resignation, retirement, removal, bankruptcy,
     incompetence or incapacity to perform the duties of an Issuer Trustee shall
     not operate to annul or dissolve the Issuer Trust.

     SECTION 8.19.DELEGATION OF POWER.

          (a) Any Administrative Trustee may, by power of attorney consistent
     with applicable law, delegate to any other natural person over the age of
     21 his or her power for the purpose of executing any documents contemplated
     in Section 2.7(a) or making any governmental filing; and

          (b) The Administrative Trustees shall have power to delegate from time
     to time to such of their number the doing of such things and the execution
     of such instruments either in the name of the Issuer 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 this Trust Agreement.


                                    ARTICLE 9
                       DISSOLUTION, LIQUIDATION AND MERGER

     SECTION 9.1. DISSOLUTION UPON EXPIRATION DATE.

     Unless earlier dissolved, the Issuer Trust shall automatically dissolve,
and its affairs be wound up, on ________________________ (the "Expiration
Date"), following the distribution of the Trust Property in accordance with
Section 9.4.

     SECTION 9.2. EARLY DISSOLUTION.

     The first to occur of any of the following events is an "Early Dissolution
Event":

          (a) the occurrence of a Depositor Bankruptcy Event in respect of, or
     the dissolution or liquidation of, the Depositor, in its capacity as the
     Holder of the Common Securities, unless the Depositor shall transfer the
     Common Securities as provided by Section 5.10, in which case this provision
     shall refer instead to any such successor Holder of the Common Securities;


                                       45
<PAGE>

          (b) the written direction to the Property Trustee from all of the
     Holders of the Common Securities at any time to dissolve the Issuer Trust
     and to distribute the Debentures to Holders in exchange for the Capital
     Securities (which direction is optional and wholly within the discretion of
     the Holders of the Common Securities);

          (c) the redemption of all of the Capital Securities in connection with
     the redemption of all the Debentures; and

          (d) the entry of an order for dissolution of the Issuer Trust by a
     court of competent jurisdiction.

     SECTION 9.3. DISSOLUTION.

     The respective obligations and responsibilities of the Issuer Trustees, the
Administrative Trustees and the Issuer Trust created and continued hereby shall
terminate upon the latest to occur of the following: (a) the distribution by the
Property Trustee to Holders of all amounts required to be distributed hereunder
upon the liquidation of the Issuer Trust pursuant to Section 9.4, or upon the
redemption of all of the Trust Securities pursuant to Section 4.2; (b) the
payment of any expenses owed by the Issuer Trust; and (c) the discharge of all
administrative duties of the Administrative Trustees, including the performance
of any tax reporting obligations with respect to the Issuer Trust or the
Holders.

     SECTION 9.4. LIQUIDATION.

          (a) If an Early Dissolution Event specified in clause (a), (b) or (d)
     of Section 9.2 occurs or upon the Expiration Date, the Issuer Trust shall
     be liquidated by the Property Trustee as expeditiously as the Property
     Trustee determines to be possible by distributing, after satisfaction of
     liabilities to creditors of the Issuer Trust as provided by applicable law,
     to each Holder a Like Amount of Debentures, subject to Section 9.4(d).
     Notice of liquidation shall be given by the Property Trustee by first-class
     mail, postage prepaid, mailed not less than 30 nor more than 60 days prior
     to the Liquidation Date to each Holder of Trust Securities at such Holder's
     address appearing in the Securities Register. All such notices of
     liquidation shall:

               (i) state the CUSIP Number of the Trust Securities;

               (ii) state the Liquidation Date;

               (iii) state that from and after the Liquidation Date, the Trust
          Securities will no longer be deemed to be Outstanding and any Trust
          Securities Certificates not surrendered for exchange will be deemed to
          represent a Like Amount of Debentures, or if Section 9.4(d) applies, a
          right to receive a Liquidating Distribution; and

               (iv) provide such information with respect to the mechanics by
          which Holders may exchange Trust Securities Certificates for
          Debentures, or if Section 9.4(d) applies, receive a Liquidation
          Distribution, as the Property Trustee (after consultation with the
          Administrative Trustees) shall deem appropriate.


                                       46
<PAGE>

          (b) Except where Section 9.2(c) or 9.4(d) applies, in order to effect
     the liquidation of the Issuer Trust and distribution of the Debentures to
     Holders, the Property Trustee, either itself acting as exchange agent or
     through the appointment of a separate exchange agent, shall establish a
     record date for such distribution (which shall be not more than 30 days
     prior to the Liquidation Date) and, establish such procedures as it shall
     deem appropriate to effect the distribution of Debentures in exchange for
     the Outstanding Trust Securities Certificates.

          (c) Except where Section 9.2(c) or 9.4(d) applies, after the
     Liquidation Date, (i) the Trust Securities will no longer be deemed to be
     Outstanding, (ii) certificates representing a Like Amount of Debentures
     will be issued to Holders of Trust Securities Certificates, upon surrender
     of such Certificates to the exchange agent for exchange, (iii) any Trust
     Securities Certificates not so surrendered for exchange will be deemed to
     represent a Like Amount of Debentures bearing accrued and unpaid interest
     in an amount equal to the accumulated and unpaid Distributions on such
     Trust Securities Certificates until such certificates are so surrendered
     (and until such certificates are so surrendered, no payments of interest or
     principal will be made to Holders of Trust Securities Certificates with
     respect to such Debentures) and (iv) all rights of Holders holding Trust
     Securities will cease, except the right of such Holders to receive
     Debentures upon surrender of Trust Securities Certificates.

          (d) If, notwithstanding the other provisions of this Section 9.4,
     whether because of an order for dissolution entered by a court of competent
     jurisdiction or otherwise, distribution of the Debentures in the manner
     provided herein is determined by the Property Trustee not to be practical,
     or if an Early Dissolution Event specified in clause (c) of Section 9.2
     occurs, the Trust Property shall be liquidated, and the Issuer Trust shall
     be dissolved and its affairs wound-up, by the Property Trustee in such
     manner as the Property Trustee determines. In such event, on the date of
     the dissolution, winding-up or other termination of the Issuer Trust,
     Holders will be entitled to receive out of the assets of the Issuer Trust
     available for distribution to Holders, after satisfaction of liabilities to
     creditors of the Issuer Trust as provided by applicable law, an amount
     equal to the Liquidation Amount per Trust Security plus accumulated and
     unpaid Distributions thereon to the date of payment (such amount being the
     "Liquidation Distribution"). If, upon any such dissolution, winding up or
     termination, the Liquidation Distribution can be paid only in part because
     the Issuer Trust has insufficient assets available to pay in full the
     aggregate Liquidation Distribution, then, subject to the next succeeding
     sentence, the amounts payable by the Issuer Trust on the Trust Securities
     shall be paid on a pro rata basis (based upon Liquidation Amounts). The
     Holders of the Common Securities will be entitled to receive Liquidation
     Distributions upon any such dissolution, winding-up or termination pro rata
     (determined as aforesaid) with Holders of Capital Securities, except that,
     if a Debenture Event of Default specified in Section 501(1) or 501(2) of
     the Indenture has occurred and is continuing, the Capital Securities shall
     have a priority over the Common Securities as provided in Section 4.3.

     SECTION 9.5. MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR REPLACEMENTS OF
ISSUER TRUST.

         The Issuer Trust may not merge with or into, consolidate, amalgamate,
or be replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any corporation or other body, except pursuant
to this Section 9.5. At the request of the Holders of the Common Securities,
with the consent of the Administrative Trustees, but without the consent


                                       47
<PAGE>

of the Holders of the Capital Securities, the Property Trustee or the Delaware
Trustee, the Issuer Trust may merge with or into, consolidate, amalgamate, or be
replaced by or convey, transfer or lease its properties and assets substantially
as an entirety to a trust organized as such under the laws of any state;
provided, that (i) such successor entity either (a) expressly assumes all of the
obligations of the Issuer Trust with respect to the Capital 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 have the same priority as the Capital Securities with
respect to distributions and payments upon liquidation, redemption and
otherwise, (ii) a trustee of such successor entity possessing the same powers
and duties as the Property Trustee is appointed to hold the Debentures, (iii)
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,
(iv) 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, (v) such successor entity has a purpose substantially
identical to that of the Issuer Trust, (vi) prior to such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease, the Property Trustee
has received an Opinion of Counsel 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,
and (b) following such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease, neither the Issuer Trust nor such successor
entity will be required to register as an "investment company" under the
Investment Company Act, and (vii) the Depositor or its permitted transferee owns
all of the Common Securities of such successor entity and guarantees the
obligations of such successor entity under the Successor Securities at least to
the extent provided by the Guarantee Agreement. Notwithstanding the foregoing,
the Issuer Trust shall not, except with the consent of Holders of all of the
Capital 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,
amalgamate, merge with or into, or replace it if such consolidation,
amalgamation, merger, replacement, conveyance, transfer or lease would cause the
Issuer Trust or the successor entity to be taxable as a corporation or
classified as other than a grantor trust for United States Federal income tax
purposes.


                                   ARTICLE 10
                            MISCELLANEOUS PROVISIONS

     SECTION 10.1. LIMITATION OF RIGHTS OF HOLDERS.

     Except as set forth in Section 9.2, the death or incapacity of any person
having an interest, beneficial or otherwise, in Trust Securities shall not
operate to terminate this Trust Agreement, nor entitle the legal representatives
or heirs of such person or any Holder for such person, to claim an accounting,
take any action or bring any proceeding in any court for a partition or winding
up of the arrangements contemplated hereby, nor otherwise affect the rights,
obligations and liabilities of the parties hereto or any of them.


                                       48
<PAGE>

     SECTION 10.2. AMENDMENT.

          (a) This Trust Agreement may be amended from time to time by the
     Administrative Trustees and the Holders of all of the Common Securities,
     without the consent of any Holder of the Capital Securities, (i) to cure
     any ambiguity, correct or supplement any provision herein that may be
     inconsistent with any other provision herein, or to make any other
     provisions with respect to matters or questions arising under this Trust
     Agreement, which shall not be inconsistent with the other provisions of
     this Trust Agreement, or (ii) to modify, eliminate or add to any provisions
     of this Trust Agreement to such extent as shall be necessary to ensure that
     the Issuer Trust will not be taxable as a corporation or classified as
     other than a grantor trust for United States Federal income tax purposes at
     all times that any Trust Securities are outstanding or to ensure that the
     Issuer Trust will not be required to register as an "investment company"
     under the Investment Company Act; provided, however, that in the case of
     either clause (i) or (ii), such action shall not adversely affect in any
     material respect the interests of any Holder.

          (b) Except as provided in Section 10.2(c), any provision of this Trust
     Agreement may be amended by the Administrative Trustees, the Property
     Trustee, and the Holders of all of the Common Securities and with (i) the
     consent of Holders of at least a Majority in Liquidation Amount of the
     Capital Securities, and (ii) receipt by the Issuer Trustees of an Opinion
     of Counsel to the effect that such amendment or the exercise of any power
     granted to the Trustees or the Administrative Trustees in accordance with
     such amendment will not affect the Trust's status as a grantor trust or
     cause the Issuer Trust to be taxable as a corporation or as other than a
     grantor trust for United States Federal income tax purposes or affect the
     Issuer Trust's exemption from status as an "investment company" under the
     Investment Company Act.

          (c) In addition to and notwithstanding any other provision in this
     Trust Agreement, without the consent of each affected Holder (such consent
     being obtained in accordance with Section 6.3 or 6.6 hereof), this Trust
     Agreement may not be amended to (i) change the amount or timing of any
     Distribution on the Trust Securities or otherwise adversely affect the
     amount of any Distribution required to be made in respect of the Trust
     Securities as of a specified date, or (ii) restrict the right of a Holder
     to institute suit for the enforcement of any such payment on or after such
     date; and notwithstanding any other provision herein, without the unanimous
     consent of the Holders (such consent being obtained in accordance with
     Section 6.3 or 6.6 hereof), this paragraph (c) of this Section 10.2 may not
     be amended.

          (d) Notwithstanding any other provisions of this Trust Agreement, no
     Issuer Trustee shall enter into or consent to any amendment to this Trust
     Agreement that would cause the Issuer Trust to fail or cease to qualify for
     the exemption from status as an "investment company" under the Investment
     Company Act or to be taxable as a corporation or to be classified as other
     than a grantor trust for United States Federal income tax purposes.

          (e) Notwithstanding anything in this Trust Agreement to the contrary,
     without the consent of the Depositor and the Administrative Trustees, this
     Trust Agreement may not be amended in a manner that imposes any additional
     obligation on the Depositor or the Administrative Trustees.


                                       49
<PAGE>

          (f) Notwithstanding anything in this Trust Agreement to the contrary,
     without the consent of the Property Trustee, this Trust Agreement may not
     be amended in a manner that imposes any additional obligation on the
     Property Trustee.

          (g) Notwithstanding anything in this Trust Agreement to the contrary,
     without the consent of the Delaware Trustee, this Trust Agreement may not
     be amended in a manner that imposes any additional obligation on the
     Delaware Trustee.

          (h) In the event that any amendment to this Trust Agreement is made,
     the Administrative Trustees or the Property Trustee shall promptly provide
     to the Depositor a copy of such amendment.

          (i) Neither the Property Trustee nor the Delaware Trustee shall be
     required to enter into any amendment to this Trust Agreement that affects
     its own rights, duties or immunities under this Trust Agreement. The
     Property Trustee shall be entitled to receive an Opinion of Counsel and an
     Officers' Certificate stating that any amendment to this Trust Agreement is
     in compliance with this Trust Agreement.

     SECTION 10.3. SEPARABILITY.

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

     SECTION 10.4. GOVERNING LAW.

     This Trust Agreement and the rights and obligations of each of the Holders,
the Issuer Trust, the Depositor, and the Issuer Trustees with respect to this
Trust Agreement and the Trust Securities shall be construed in accordance with
and governed by the laws of the State of Delaware without reference to its
conflicts of laws provisions.

     SECTION 10.5. PAYMENTS DUE ON NON-BUSINESS DAY.

     If the date fixed for any payment on any Trust Security shall be a day that
is not a Business Day, then such payment need not be made on such date but may
be made on the next succeeding day that is a Business Day (except as otherwise
provided in Sections 4.1(a) and 4.2(d)), with the same force and effect as
though made on the date fixed for such payment, and no Distributions shall
accumulate on such unpaid amount for the period after such date.

     SECTION 10.6. SUCCESSORS.

     This Trust Agreement shall be binding upon and shall inure to the benefit
of any successor to the Depositor, the Issuer Trust, and any Issuer Trustee,
including any successor by operation of law. Except in connection with a
consolidation, merger or sale involving the Depositor that is permitted under
Article Eight of the Indenture and pursuant to which the assignee agrees in
writing to perform the Depositor's obligations hereunder, the Depositor shall
not assign its obligations hereunder.


                                       50
<PAGE>

     SECTION 10.7. HEADINGS.

     The Article and Section headings are for convenience only and shall not
affect the construction of this Trust Agreement.

     SECTION 10.8. REPORTS, NOTICES AND DEMANDS.

     Any report, notice, demand or other communication that by any provision of
this Trust Agreement is required or permitted to be given or served to or upon
any Holder or the Depositor may be given or served in writing by deposit
thereof, first-class postage prepaid, in the United States mail, hand delivery
or facsimile transmission, in each case, addressed, (a) in the case of a Holder
of Capital Securities, to such Holder as such Holder's name and address may
appear on the Securities Register; and (b) in the case of the Holder of the
Common Securities or the Depositor, to Wells Fargo & Company, Attention:
_______________, facsimile no.: _____________, or to such other address as may
be specified in a written notice by the Holder of the Common Securities or the
Depositor, as the case may be, to the Property Trustee. Such notice, demand or
other communication to or upon a Holder shall be deemed to have been
sufficiently given or made, for all purposes, upon hand delivery, mailing or
transmission. Such notice, demand or other communication to or upon the
Depositor shall be deemed to have been sufficiently given or made only upon
actual receipt of the writing by the Depositor.

     Any notice, demand or other communication that by any provision of this
Trust Agreement is required or permitted to be given or served to or upon the
Issuer Trust, the Property Trustee, the Delaware Trustee, the Administrative
Trustees or the Issuer Trust shall be given in writing addressed to such Person
as follows: (a) with respect to the Property Trustee, to
___________________________, Attention: ________________; (b) with respect to
the Delaware Trustee, to Wilmington Trust Company [**, Rodney Square North, 1100
North Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust
Administration]; (c) with respect to the Administrative Trustees, to them at
Wells Fargo Center, MAC #N9305-173, Sixth Street and Marquette Avenue,
Minneapolis, Minnesota 55479 marked "Attention: Administrative Trustees of Wells
Fargo Capital [__]"; and (d) with respect to the Issuer Trust, to its principal
office specified in Section 2.2, with a copy to the Property Trustee. Such
notice, demand or other communication to or upon the Issuer Trust, the Property
Trustee or the Administrative Trustees shall be deemed to have been sufficiently
given or made only upon actual receipt of the writing by the Issuer Trust, the
Property Trustee or such Administrative Trustee.

     SECTION 10.9. AGREEMENT NOT TO PETITION.

     Each of the Issuer Trustees and the Depositor agree for the benefit of the
Holders that, until at least one year and one day after the Issuer Trust has
been dissolved in accordance with Article IX, they shall not file, or join in
the filing of, a petition against the Issuer Trust under any bankruptcy,
insolvency, reorganization or other similar law (including the United States
Bankruptcy Code) (collectively, "Bankruptcy Laws") or otherwise join in the
commencement of any proceeding against the Issuer Trust under any Bankruptcy
Law. If the Depositor takes action in violation of this Section 10.9, the
Property Trustee agrees, for the benefit of Holders, that at the expense of the
Depositor, it shall file an answer with the bankruptcy court or otherwise
properly contest the filing of such petition by the Depositor against the Issuer
Trust or the


                                       51
<PAGE>

commencement of such action and raise the defense that the Depositor has agreed
in writing not to take such action and should be stopped and precluded therefrom
and such other defenses, if any, as counsel for the Issuer Trustee or the Issuer
Trust may assert.

     SECTION 10.10. TRUST INDENTURE ACT; CONFLICT WITH TRUST INDENTURE ACT.

          (a) Except as otherwise expressly provided herein, the Trust Indenture
     Act shall apply as a matter of contract to this Trust Agreement for
     purposes of interpretation, construction and defining the rights and
     obligations hereunder, and this Trust Agreement, the Depositor and the
     Property Trustee shall be deemed for all purposes hereof to be subject to
     and governed by the Trust Indenture Act to the same extent as would be the
     case if this Trust Agreement were qualified under that Act on the date
     hereof. Except as otherwise expressly provided herein, if and to the extent
     that any provision of this Trust Agreement limits, qualifies or conflicts
     with the duties imposed by Sections 310 to 317, inclusive, of the Trust
     Indenture Act, such imposed duties shall control.

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

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

     SECTION 10.11. ACCEPTANCE OF TERMS OF TRUST AGREEMENT, GUARANTEE AGREEMENT
AND INDENTURE.

     THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY
OR ON BEHALF OF A HOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR
FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE
BY THE HOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY
OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT, THE GUARANTEE AGREEMENT
AND THE INDENTURE, AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS
OF THE GUARANTEE AGREEMENT AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT
OF THE ISSUER TRUST, SUCH HOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS
OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE
ISSUER TRUST AND SUCH HOLDER AND SUCH OTHERS.

     SECTION 10.12. 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.


                                       52
<PAGE>

                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


                                       53
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Trust Agreement.

                                       WELLS FARGO & COMPANY


                                       By
                                          --------------------------------------
                                            Its
                                                --------------------------------

                                       ----------------------------------------,
                                         as Property Trustee



                                       By
                                          --------------------------------------
                                            Its
                                                --------------------------------


                                       WILMINGTON TRUST COMPANY,
                                         as Delaware Trustee


                                       By
                                          --------------------------------------
                                            Its
                                                --------------------------------



                                       ----------------------------------------,

                                       Laurel A. Holschuh, as Administrative
                                       Trustee


                                       ----------------------------------------,
                                       Barbara S. Brett, as Administrative
                                       Trustee


                                       54
<PAGE>

STATE OF          )
                  ) ss:
COUNTY OF         )

     On __________ before me, the undersigned, a Notary Public in and for the
__________________________, personally appeared ________________________,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person whose name is subscribed to the within instrument, and
acknowledged to me that he/she executed the same in his/her authorized capacity,
and that the foregoing instrument is the free act and deed of the entity upon
behalf of which such person acted.

                                       WITNESS my hand and official seal



                                       SIGNATURE:
                                                 -------------------------------



(This area for official notarial seal)


                                       55
<PAGE>

STATE OF          )
                  ) ss:
COUNTY OF         )

     On __________ before me, the undersigned, a Notary Public in and for the
__________________________, personally appeared ________________________,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person whose name is subscribed to the within instrument, and
acknowledged to me that he/she executed the same in his/her authorized capacity,
and that the foregoing instrument is the free act and deed of the entity upon
behalf of which such person acted.

                                       WITNESS my hand and official seal



                                       SIGNATURE:
                                                 -------------------------------



(This area for official notarial seal)


                                       56
<PAGE>

STATE OF          )
                  ) ss:
COUNTY OF         )

     On __________ before me, the undersigned, a Notary Public in and for the
__________________________, personally appeared ________________________,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person whose name is subscribed to the within instrument, and
acknowledged to me that he/she executed the same in his/her authorized capacity,
and that the foregoing instrument is the free act and deed of the entity upon
behalf of which such person acted.

                                       WITNESS my hand and official seal



                                       SIGNATURE:
                                                 -------------------------------



(This area for official notarial seal)


                                       57
<PAGE>

STATE OF          )
                  ) ss:
COUNTY OF         )

     On __________ before me, the undersigned, a Notary Public in and for the
__________________________, personally appeared ________________________,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person whose name is subscribed to the within instrument, and
acknowledged to me that he/she executed the same in his/her authorized capacity,
and that the foregoing instrument is the free act and deed of the entity upon
behalf of which such person acted.

                                       WITNESS my hand and official seal



                                       SIGNATURE:
                                                 -------------------------------



(This area for official notarial seal)


                                       58
<PAGE>

STATE OF          )
                  ) ss:
COUNTY OF         )

     On __________ before me, the undersigned, a Notary Public in and for the
__________________________, personally appeared ________________________,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person whose name is subscribed to the within instrument, and
acknowledged to me that he/she executed the same in his/her authorized capacity,
and that the foregoing instrument is the free act and deed of the entity upon
behalf of which such person acted.

                                       WITNESS my hand and official seal



                                       SIGNATURE:
                                                 -------------------------------



(This area for official notarial seal)


                                       59
<PAGE>

                                                                       EXHIBIT A
<PAGE>

                                                                       EXHIBIT B


                     [FORM OF COMMON SECURITIES CERTIFICATE]

THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO THE DEPOSITOR OR AN AFFILIATE OF
THE DEPOSITOR IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.10 OF THE TRUST
AGREEMENT



Certificate Number _______                   Number of Common Securities _______

                    Certificate Evidencing Common Securities

                           of Wells Fargo Capital [__]

                             [__%]Common Securities

                 (liquidation amount $1,000 per Common Security)


     Wells Fargo Capital [__], a statutory business trust created under the laws
of the State of Delaware (the "Issuer Trust"), hereby certifies that Wells Fargo
& Company (the "Holder") is the registered owner of ___________________
(___________) Common Securities of the Issuer Trust representing undivided
common beneficial interests in the assets of the Issuer Trust and designated the
______________ Common Securities (liquidation amount $1,000 per Common Security)
(the "Common Securities"). Except in accordance with the Trust Agreement (as
defined below), the Common Securities are not transferable and any attempted
transfer hereof other than in accordance therewith shall be void. The
designations, rights, privileges, restrictions, preferences and other terms and
provisions of the Common Securities are set forth in, and this certificate and
the Common Securities represented hereby are issued and shall in all respects be
subject to the terms and provisions of, the Amended and Restated Declaration of
Trust and Trust Agreement of the Issuer Trust, dated as of _________, 2001, as
the same may be amended from time to time (the "Trust Agreement"), among Wells
Fargo & Company, as Depositor, ______________________________, as Property
Trustee, Wilmington Trust Company, as Delaware Trustee, and the Holders of Trust
Securities, including the designation of the terms of the Common Securities as
set forth therein. The Issuer Trust will furnish a copy of the Trust Agreement
to the Holder without charge upon written request to the Issuer Trust at its
principal place of business or registered office. Upon receipt of this
certificate, the Holder is bound by the Trust Agreement and is entitled to the
benefits thereunder.

     Terms used but not defined herein have the meanings set forth in the Trust
Agreement.
<PAGE>

     IN WITNESS WHEREOF, one of the Administrative Trustees of the Issuer Trust
has executed this certificate this ____ day of _________, 2001.


                                       WELLS FARGO CAPITAL [__]


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


                                    Ex. B-2
<PAGE>

                PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

     This is one of the Common Securities referred to in the above mentioned
Trust Agreement.

Dated:

                                        ---------------------------------------,
                                        as Property Trustee



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


                                    Ex. B-3
<PAGE>

                                                                       EXHIBIT C


                 [FORM OF GLOBAL CAPITAL SECURITIES CERTIFICATE]

     This Capital Securities Certificate is a Book-Entry Capital Securities
Certificate within the meaning of the Trust Agreement hereinafter referred to
and is registered in the name of a Depositary or a nominee of a Depositary. This
Capital Securities Certificate is exchangeable for Capital Securities
Certificates 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
may not be transferred except 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, except in the limited circumstances described in the
Trust Agreement.

     Unless this Capital Security Certificate is presented by an authorized
representative of The Depository Trust Company, a New York Corporation ("DTC"),
to Wells Fargo Capital [__] 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 is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such other
entity as is requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO A PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

     NO EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH, A "PLAN"), NO
ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S
INVESTMENT IN THE ENTITY (A "PLAN ASSET ENTITY"), AND NO PERSON INVESTING "PLAN
ASSETS" OF ANY PLAN, MAY ACQUIRE OR HOLD THIS CAPITAL SECURITIES CERTIFICATE OR
ANY INTEREST HEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE
EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION
CLASS EXEMPTION ("PTCE") 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER
APPLICABLE EXEMPTION WITH RESPECT TO SUCH PURCHASE OR HOLDING AND, IN THE CASE
OF ANY PURCHASER OR HOLDER RELYING ON ANY EXEMPTION OTHER THAN PTCE 96-23,
95-60, 91-38, 90-1 OR 84-14, HAS COMPLIED WITH ANY REQUEST BY THE DEPOSITOR OR
THE ISSUER TRUST FOR AN OPINION OF COUNSEL OR OTHER EVIDENCE WITH RESPECT TO THE
AVAILABILITY OF SUCH EXEMPTION. ANY PURCHASER OR HOLDER OF THIS CAPITAL
SECURITIES CERTIFICATE OR ANY INTEREST HEREIN WILL BE DEEMED TO HAVE REPRESENTED
BY ITS PURCHASE AND HOLDING HEREOF THAT IT EITHER (A) IS NOT A PLAN OR A PLAN
ASSET ENTITY AND IS NOT PURCHASING SUCH SECURITIES ON BEHALF OF OR WITH "PLAN
ASSETS" OF ANY PLAN, OR (B) IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER
PTCE 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION WITH
RESPECT TO SUCH PURCHASE OR HOLDING.
<PAGE>

Certificate Number __________              Number of Capital Securities ________

CUSIP NO.

                    Certificate Evidencing Capital Securities
                           of Wells Fargo Capital [__]
                            [__%] Capital Securities
                (liquidation amount $1,000 per Capital Security)


     Wells Fargo Capital [__], a statutory business trust created under the laws
of the State of Delaware (the "Issuer Trust"), hereby certifies that Cede & Co.
(the "Holder") is the registered owner of _________________________
(____________) Capital Securities of the Trust representing an undivided
preferred beneficial interest in the assets of the Trust and designated the
Wells Fargo Capital [__] [__%] Capital Securities (liquidation amount $1,000 per
Capital Security) (the "Capital Securities"). The Capital Securities are
transferable on the books and records of the Issuer 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 designations, rights, privileges, restrictions, preferences and
other terms and provisions of the Capital Securities are set forth in, and this
certificate and the Capital Securities represented hereby are issued and shall
in all respects be subject to the terms and provisions of, the Amended and
Restated Declaration of Trust and Trust Agreement of the Issuer Trust, dated as
of _________, 2001, as the same may be amended from time to time (the "Trust
Agreement"), among Wells Fargo & Company, as Depositor,
___________________________, as Property Trustee, Wilmington Trust Company, as
Delaware Trustee, and the Holders of Trust Securities, including the designation
of the terms of the Capital Securities as set forth therein. The Holder is
entitled to the benefits of the Guarantee Agreement, dated as of _________,
2001, (the "Guarantee Agreement"), by and between Wells Fargo & Company, as
Guarantor, and ____________________________, as Guarantee Trustee, to the extent
provided therein. The Issuer Trust will furnish a copy of the Issuer Trust
Agreement and the Guarantee Agreement to the Holder without charge upon written
request to the Issuer Trust at its principal place of business or registered
office.

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


                                    Ex. D-2
<PAGE>

     IN WITNESS WHEREOF, one of the Administrative Trustees of the Issuer Trust
has executed this certificate this ________ day of __________


                                       WELLS FARGO CAPITAL [__]


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


                                    Ex. D-3
<PAGE>

                PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Dated: __________________


                                       ----------------------------------------,
                                       as Property Trustee



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


                                    Ex. D-4
<PAGE>

                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned assigns and transfers this Capital
Security to: ________________________________________________ (Insert assignee's
social security or tax identification number) ___________________ (Insert
address and zip code of assignee) and irrevocably appoints
____________________________________________________ agent to transfer this
Capital Security Certificate on the books of the Issuer Trust. The agent may
substitute another to act for him or her.



Date:                   Signature:
     --------------                ---------------------------------------------
                        (Sign exactly as your name appears on the other side
                        of this Capital Security  Certificate) The
                        signature(s) should be guaranteed by an eligible
                        guarantor institution (banks, stockbrokers, savings and
                        loan associations and credit unions with membership
                        in an approved signature guarantee medallion program),
                        pursuant to S.E.C. Rule 17Ad-15.


                                    Ex. D-5