<PAGE>
                                                                    EXHIBIT 4(v)






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


                      AMENDED AND RESTATED TRUST AGREEMENT

                                  by and among

                            COMPASS BANCSHARES, INC.,
                                   As Sponsor


                              JPMORGAN CHASE BANK,
                               As Property Trustee


                 CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,
                               As Delaware Trustee


                                       and


                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN


                        Dated as of __________, _________


                                COMPASS TRUST [ ]



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


                                COMPASS TRUST [ ]

                            CROSS REFERENCE TABLE (1)

Section of Trust
Indenture Act of                                                     Section of
1939, as Amended                                                      Agreement
----------------                                                      ---------

310(a)......................................................................6.3
310(b)...........................................................6.3(c); 6.3(d)
310(c).............................................................Inapplicable
311(a)...................................................................2.2(b)
311(b)...................................................................2.2(b)
311(c).............................................................Inapplicable
312(a)...................................................................2.2(a)
312(b)...................................................................2.2(b)
312(c).............................................................Inapplicable
313(a)......................................................................2.3
313(b)......................................................................2.3
313(c)......................................................................2.3
313(d)......................................................................2.3
314(a)......................................................................2.4
314(b).............................................................Inapplicable
314(c)......................................................................2.5
314(d).............................................................Inapplicable
314(e)......................................................................2.5
314(f).............................................................Inapplicable
315(a)..........................................................3.9(b); 3.10(a)
315(b)...................................................................2.7(a)
315(c)...................................................................3.9(a)
315(d)...................................................................3.9(b)
316(a)......................................................2.6; 7.5(b); 7.6(c)
316(b).............................................................Inapplicable
316(c).............................................................Inapplicable
317(a).....................................................................3.16
317(b).............................................................Inapplicable
318(a)...................................................................2.1(c)


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

                                       i
<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                  <C>
ARTICLE 1 - INTERPRETATION AND DEFINITIONS...............................................................1
   SECTION 1.1. Interpretation and Definitions...........................................................1
ARTICLE 2 - TRUST INDENTURE ACT..........................................................................8
   SECTION 2.1. Trust Indenture Act; Application.........................................................8
   SECTION 2.2. Lists of Holders of Securities...........................................................9
   SECTION 2.3. Reports by the Property Trustee..........................................................9
   SECTION 2.4. Periodic Reports to the Property Trustee.................................................9
   SECTION 2.5. Evidence of Compliance with Conditions Precedent........................................10
   SECTION 2.6. Trust Enforcement Events; Waiver........................................................10
   SECTION 2.7. Trust Enforcement Event; Notice.........................................................11
ARTICLE 3 - ORGANIZATION................................................................................12
   SECTION 3.1. Name and Organization...................................................................12
   SECTION 3.2. Office..................................................................................12
   SECTION 3.3. Purpose.................................................................................12
   SECTION 3.4. Authority...............................................................................13
   SECTION 3.5. Title to Property of the Trust..........................................................13
   SECTION 3.6. Powers and Duties of the Administrative Trustees........................................13
   SECTION 3.7. Prohibition of Actions by the Trust and the Trustees....................................16
   SECTION 3.8. Powers and Duties of the Property Trustee...............................................17
   SECTION 3.9. Certain Duties and Responsibilities of the Property Trustee.............................18
   SECTION 3.10. Certain Rights of Property Trustee.....................................................20
   SECTION 3.11. Delaware Trustee.......................................................................22
   SECTION 3.12. Execution of Documents.................................................................23
   SECTION 3.13. Not Responsible for Recitals or Issuance of Securities.................................23
   SECTION 3.14. Duration of Trust......................................................................23
   SECTION 3.15. Mergers................................................................................23
   SECTION 3.16. Property Trustee May File Proofs of Claim..............................................25
ARTICLE 4 - SPONSOR.....................................................................................26
   SECTION 4.1. Responsibilities of the Sponsor.........................................................26
   SECTION 4.2. Indemnification and Fees and Expenses of the Trustees...................................26
   SECTION 4.3. Compensation of the Trustees............................................................26
ARTICLE 5 - TRUST COMMON SECURITIES HOLDER..............................................................27
   SECTION 5.1. Debenture Issuer's Receipt of Common Securities.........................................27
   SECTION 5.2. Covenants of the Common Securities Holder...............................................28
ARTICLE 6 - TRUSTEES....................................................................................28
   SECTION 6.1. Number of Trustees......................................................................28
   SECTION 6.2. Delaware Trustee; Eligibility...........................................................29
   SECTION 6.3. Property Trustee; Eligibility...........................................................29
   SECTION 6.4. Qualifications of Administrative Trustees and Delaware Trustee Generally................30
   SECTION 6.5. Initial Administrative Trustees.........................................................30
   SECTION 6.6. Appointment, Removal and Resignation of Trustees........................................30
   SECTION 6.7. Vacancies among Trustees................................................................31
   SECTION 6.8. Effect of Vacancies.....................................................................32
</TABLE>

                                       ii
<PAGE>
<TABLE>
<S>                                                                                                 <C>
   SECTION 6.9. Meetings................................................................................32
   SECTION 6.10. Delegation of Power....................................................................32
   SECTION 6.11. Merger, Conversion, Consolidation or Succession to Business............................33
ARTICLE 7 - TERMS OF SECURITIES.........................................................................33
   SECTION 7.1. General Provisions Regarding Securities.................................................33
   SECTION 7.2. Distributions...........................................................................35
   SECTION 7.3. Redemption of Securities................................................................36
   SECTION 7.4. Redemption Procedures...................................................................36
   SECTION 7.5. Voting Rights of Capital Securities.....................................................38
   SECTION 7.6. Voting Rights of Common Securities......................................................40
   SECTION 7.7. Paying Agent............................................................................41
   SECTION 7.8. Listing.................................................................................42
   SECTION 7.9. Transfer of Securities..................................................................42
   SECTION 7.10. Mutilated, Destroyed, Lost or Stolen Certificates......................................43
   SECTION 7.11. Deemed Security Holders................................................................43
   SECTION 7.12. Global Securities......................................................................43
ARTICLE 8 - DISSOLUTION AND TERMINATION OF TRUST........................................................46
   SECTION 8.1. Dissolution and Termination of Trust....................................................46
   SECTION 8.2. Liquidation Distribution Upon Dissolution of the Trust..................................46
ARTICLE 9 - LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, DELAWARE TRUSTEES OR OTHERS...............47
   SECTION 9.1. Liability...............................................................................47
   SECTION 9.2. Exculpation.............................................................................47
   SECTION 9.3. Fiduciary Duty..........................................................................48
   SECTION 9.4. Indemnification.........................................................................49
   SECTION 9.5. Outside Businesses......................................................................51
ARTICLE 10 - ACCOUNTING.................................................................................51
   SECTION 10.1. Fiscal Year............................................................................51
   SECTION 10.2. Certain Accounting Matters.............................................................51
   SECTION 10.3. Banking................................................................................52
   SECTION 10.4. Withholding............................................................................52
ARTICLE 11 - AMENDMENTS AND MEETINGS....................................................................53
   SECTION 11.1. Amendments.............................................................................53
   SECTION 11.2. Meetings of the Holders of Securities; Action by Written Consent.......................55
ARTICLE 12 - REPRESENTATIONS OF PROPERTY TRUSTEE AND DELAWARE TRUSTEE...................................56
   SECTION 12.1. Representations and Warranties of the Property Trustee.................................56
   SECTION 12.2. Representations and Warranties of the Delaware Trustee.................................57
ARTICLE 13 - MISCELLANEOUS..............................................................................57
   SECTION 13.1. Notices................................................................................57
   SECTION 13.2. Governing Law..........................................................................58
   SECTION 13.3. Intention of the Parties...............................................................59
   SECTION 13.4. Headings...............................................................................59
   SECTION 13.5. Successors and Assigns.................................................................59
   SECTION 13.6. Partial Enforceability.................................................................59
   SECTION 13.7. Counterparts...........................................................................59
</TABLE>

                                      iii
<PAGE>


EXHIBITS

Exhibit A  Form of Capital Security Certificate
Exhibit B  Form of Common Security Certificate


                                       iv

<PAGE>


                      AMENDED AND RESTATED TRUST AGREEMENT

         This AMENDED AND RESTATED TRUST AGREEMENT (this "Trust Agreement"),
dated as of ____________, _______ is entered into by and among (i) COMPASS
BANCSHARES, INC., a Delaware corporation (the "Sponsor"), (ii) JPMORGAN CHASE
BANK, as property trustee, (in each such capacity, the "Property Trustee"),
(iii) CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, as Delaware trustee (the
"Delaware Trustee"), (iv) _____________, an individual, _____________, an
individual, and _____________, an individual, each of whose address is c/o
Compass Bancshares, Inc., 15 South 20th Street, Birmingham, Alabama 35233, as
administrative trustees (each an "Administrative Trustee" and collectively the
"Administrative Trustees") (the Property Trustee, the Delaware Trustee and the
Administrative Trustees referred to collectively as the "Trustees") and (v) the
several Holders, as hereinafter defined.

                                    RECITALS

         WHEREAS, the Trustees and the Sponsor established Compass Trust [ ]
(the "Trust"), business trust under the Business Trust Act (as defined, together
with other capitalized terms, herein) pursuant to a Trust Agreement dated as of
May 20, 2002 (the "Original Trust Agreement"), and a Certificate of Trust (the
"Certificate of Trust") filed with the Secretary of State of the State of
Delaware on May 20, 2002;

         WHEREAS, the sole purpose of the Trust shall be to issue certain
securities representing undivided beneficial interests in the assets of the
Trust, and to use the proceeds of such issuances to purchase the Debt Securities
issued by the Debenture Issuer and to engage in only those activities necessary
or incidental thereto; and

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

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

                   ARTICLE 1 - INTERPRETATION AND DEFINITIONS

SECTION 1.1. INTERPRETATION AND DEFINITIONS.

         Unless the context otherwise requires:

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

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

                                       1
<PAGE>

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

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

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

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

         (g) the following terms have the following meanings:

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

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

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

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

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

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

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

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

                                       2
<PAGE>

                  "Capital Treatment Event" means the receipt by the Sponsor of
         an opinion of counsel experienced in bank regulatory matters that, as a
         result of any (1) amendment to, or change (including any prospective
         change) in, the laws or any applicable regulation of the United States
         or any political subdivision or (2) official or administrative
         pronouncement or action or judicial decision interpreting or applying
         the laws or regulations, which amendment is effective or announced on
         or after the date of issuance of the Capital Securities, there is more
         than an insubstantial risk that the Capital Securities will no longer
         constitute Tier 1 capital (or its equivalent) for purposes of the
         capital adequacy guidelines of the Federal Reserve Board in effect and
         applicable to the Sponsor.

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

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

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

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

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

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

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

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

                  "Corporate Trust Office" means the principal office of the
         Property Trustee at which at any particular time its corporate trust
         business shall be administered, which office at the date of execution
         of this Trust Agreement is located at c/o JPMorgan Chase,

         -----------------------------------------------..

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

                  "Debenture Issuer" means Compass Bancshares, Inc., or any
         successor thereto under the Indenture, in its capacity as issuer of the
         Debt Securities under the Indenture.

                                       3
<PAGE>

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

                  "Debenture Trustee" means JPMorgan Chase Bank, in its capacity
         as trustee under the Indenture until a successor is appointed
         thereunder, and thereafter means such successor trustee.

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       4
<PAGE>

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

                  "Indenture" means the Indenture, dated as of the date hereof,
         between the Debenture Issuer and JPMorgan Chase Bank, as Trustee, as
         supplemented by the first Supplemental Indenture, dated as of the date
         hereof, pursuant to which the Debt Securities are to be issued.

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

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

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

                  "Investment Company Event" means the receipt by the Sponsor
         and the Trust of an opinion of a nationally recognized independent
         counsel experienced in matters relating to investment companies to the
         effect that, as a result of any (1) change in law or regulation or (2)
         written change in interpretation or application of law or regulation by
         any legislative body, court, governmental agency or regulatory
         authority, which change becomes effective on or after the original
         issuance of the Capital Securities, there is more than an insubstantial
         risk that the Trust is or will be considered an investment company that
         is required to be registered under the Investment Company Act.

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

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

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

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

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

                                       5
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       6
<PAGE>

         redemption or (ii) such lesser amount as will be received by the Trust
         in respect of the Debt Securities so repaid or redeemed.

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

                  "Responsible Officer" means, with respect to the Property
         Trustee, any officer with direct responsibility for the administration
         of this Trust Agreement and also means, with respect to a particular
         corporate trust matter, any other officer to whom such matter is
         referred because of that officer's knowledge of and familiarity with
         the particular subject.

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

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

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

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

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

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

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

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

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

                  "Tax Event" means that either the Sponsor or the Trust will
         have received an opinion of a nationally recognized independent tax
         counsel experienced in tax matters stating that, as a result of any (1)
         amendment to, or change (including any announced prospective change)
         in, the laws (or any regulations under those laws) of the United States
         or any political subdivision or taxing authority affecting taxation or
         (2) interpretation or application of the laws, enumerated in the
         preceding subsection, or regulations by any court, governmental agency
         or regulatory authority, there is more than an insubstantial risk that
         (i) the Trust is, or will be within ninety (90) days of the date of the
         opinion of counsel, subject to the United States federal income tax on
         interest received on the Debt Securities, (ii) interest payable by the
         Debenture Issuer on the Debt Securities is not, or will not be within
         ninety (90) days of the date of the opinion of counsel, deductible, in
         whole or in part, for United States federal

                                       7
<PAGE>

         income tax purposes, or (iii) the Trust is, or will be within ninety
         (90) days of the date of the opinion of counsel, subject to more than a
         minimal amount of other taxes, duties, assessments or other
         governmental charges.

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

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

                  "Trust" has the meaning specified in the Recitals.

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

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

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

                  "Underwriters" means those underwriters set forth on Schedule
         A to that certain Purchase Agreement dated _______________, _____
         between ____________________, ___________________, as Representatives
         of the several Underwriters, on the one hand, and Compass Bancshares,
         Inc. and Compass Trust [ ], on the other hand.

                         ARTICLE 2 - TRUST INDENTURE ACT

SECTION 2.1. TRUST INDENTURE ACT; APPLICATION.

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

                                       8
<PAGE>


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

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

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

SECTION 2.2. LISTS OF HOLDERS OF SECURITIES.

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

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

SECTION 2.3. REPORTS BY THE PROPERTY TRUSTEE.

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

SECTION 2.4. PERIODIC REPORTS TO THE PROPERTY TRUSTEE.

         Each of the Sponsor and the Administrative Trustees on behalf of the
Trust shall provide to the Property Trustee such documents, reports and
information as required by Section 314 of the Trust Indenture Act (if any) and
the compliance certificate required by Section 314 of the Trust

                                       9
<PAGE>
Indenture Act in the form, in the manner and at the times required by
Section 314 of the Trust Indenture Act, but in no event later than 120 days
after the end of each calendar year.

SECTION 2.5. EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

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

SECTION 2.6. TRUST ENFORCEMENT EVENTS; WAIVER.

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

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

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

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

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

                                       10
<PAGE>

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

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

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

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

SECTION 2.7. TRUST ENFORCEMENT EVENT; NOTICE.

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

                                       11
<PAGE>


premium, if any) or interest on any of the Debt Securities, the Property Trustee
shall be protected fully in withholding such notice if and so long as a
Responsible Officer of the Property Trustee in good faith determines that the
withholding of such notice is in the interests of the Holders of the Securities.

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

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

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

                            ARTICLE 3 - ORGANIZATION

SECTION 3.1. NAME AND ORGANIZATION.

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

SECTION 3.2. OFFICE.

         The address of the principal office of the Trust is c/o Compass
Bancshares, Inc., 15 South 20th Street, Birmingham, Alabama 35233. On ten (10)
Business Days' written notice to the Holders of Securities, each of the Property
Trustee, the Delaware Trustee and the Administrative Trustees may designate
another principal office.

SECTION 3.3. PURPOSE.

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

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


                                       12
<PAGE>


SECTION 3.4. AUTHORITY.

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

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

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

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

SECTION 3.5. TITLE TO PROPERTY OF THE TRUST.

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

SECTION 3.6. POWERS AND DUTIES OF THE ADMINISTRATIVE TRUSTEES.

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

         (a)      to establish the terms and form of the Capital Securities and
the Common Securities in the manner specified in Section 7.1 and issue the
Capital Securities and the Common Securities and to use the proceeds thereof to
purchase the Debt Securities in accordance with this Trust Agreement; provided,
however, that the Trust may issue no more than one series of Capital Securities
and no more than one series of Common Securities, and, provided further, that
there shall be no interests in the Trust other than the Securities, and the
issuance of Securities shall be limited

                                       13
<PAGE>


to a simultaneous issuance of both Capital Securities and Common Securities on
the Closing Date; provided, however, that the Trust may issue Securities at the
closing related to the over-allotment option granted to the Underwriters.

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

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

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

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

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

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

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

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

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

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

                                       14
<PAGE>


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

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

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

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

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

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

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

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

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

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

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

                                       15
<PAGE>

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

SECTION 3.7. PROHIBITION OF ACTIONS BY THE TRUST AND THE TRUSTEES.

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

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

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

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

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

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

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

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

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

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

                                       16
<PAGE>


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

SECTION 3.8. POWERS AND DUTIES OF THE PROPERTY TRUSTEE.

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

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

         (c)      The Property Trustee shall:

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

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

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

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

         (e)      The Property Trustee shall take any Legal Action which arises
out of or in connection with a Trust Enforcement Event of which a Responsible
Officer of the Property Trustee has actual knowledge or the Property Trustee's
duties and obligations under this Trust Agreement or

                                       17
<PAGE>

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

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

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

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

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

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

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

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

SECTION 3.9. CERTAIN DUTIES AND RESPONSIBILITIES OF THE PROPERTY TRUSTEE.

         (a)      The Property Trustee, before the occurrence of any Trust
Enforcement Event and after the curing of all Trust Enforcement Events that may
have occurred, shall undertake to perform

                                       18
<PAGE>

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

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

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

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

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

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

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

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

                                       19
<PAGE>

         satisfactory to the Property Trustee against such risk or liability is
         not reasonably assured to it;

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

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

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

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

SECTION 3.10. CERTAIN RIGHTS OF PROPERTY TRUSTEE.

         (a)      Subject to the provisions of Section 3.9:

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

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

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

                                       20
<PAGE>

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

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

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

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

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

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

                                       21
<PAGE>

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

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

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

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

                  (xiv) the Property Trustee shall not be charged with knowledge
         of a Trust Enforcement Event unless a Responsible Officer of the
         Property Trustee obtains actual knowledge of such event or the Property
         Trustee receives written notice of such event from Holders holding more
         than a Majority in Liquidation Amount of the Capital Securities;

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

SECTION 3.11. DELAWARE TRUSTEE.

         Notwithstanding any other provision of this Trust Agreement, the
Delaware Trustee shall not be entitled to exercise any powers, nor shall the
Delaware Trustee have any of the duties and liabilities of the Administrative
Trustees or the Property Trustee described in this Trust Agreement. Except as
set forth in Section 6.2, the Delaware Trustee shall be a Trustee for the sole
and limited purpose of fulfilling the requirements of Section 3807(a) of the
Business Trust Act. The Delaware Trustee shall have the power and authority to
execute and deliver any certificates required to be filed under the Business
Trust Act in order to maintain the existence of the Trust and shall accept

                                       22
<PAGE>


service of legal process upon the Trust in the State of Delaware. The Delaware
Trustee shall provide prompt notice to the Administrative Trustees of its
performance of any such acts. In the event the Delaware Trustee shall at any
time be required to take any action or perform any duty hereunder with respect
to the Trust, the Delaware Trustee shall be entitled to all of the same rights
as the Property Trustee listed in Section 3.9(b) and Section 3.10.

SECTION 3.12. EXECUTION OF DOCUMENTS.

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

SECTION 3.13. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

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

SECTION 3.14. DURATION OF TRUST.

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

SECTION 3.15. MERGERS.

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

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

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

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

                           b. substitutes for the Capital Securities other
                  securities having substantially the same terms as the Capital
                  Securities (the "Successor Securities") so

                                       23
<PAGE>

                  long as the Successor Securities rank the same as the
                  Capital Securities rank in priority with respect to
                  Distributions and payments upon liquidation, redemption and
                  otherwise;

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

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

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

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

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

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

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

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

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

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

                                       24
<PAGE>

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

SECTION 3.16. PROPERTY TRUSTEE MAY FILE PROOFS OF CLAIM.

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

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

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

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

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


                                       25
<PAGE>


                               ARTICLE 4 - SPONSOR

SECTION 4.1. RESPONSIBILITIES OF THE SPONSOR.

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

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

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

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

SECTION 4.2. INDEMNIFICATION AND FEES AND EXPENSES OF THE TRUSTEES.

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

SECTION 4.3. COMPENSATION OF THE TRUSTEES.

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


                                       26
<PAGE>


SECTION 4.4. EXPENSES OF TRUST.

         The Sponsor agrees to be liable for all of the debts and obligations of
the Trust (other than with respect to the Securities).

SECTION 4.5. RIGHT TO DISSOLVE TRUST.

         The Sponsor shall have the right at any time after the Closing Date to
elect to dissolve the Trust pursuant to Article 8 hereof and to direct the
Property Trustee to take such action as shall be necessary to distribute the
Debt Securities to the Holders of the Securities in exchange for all of the
Securities.

                   ARTICLE 5 - TRUST COMMON SECURITIES HOLDER

SECTION 5.1. DEBENTURE ISSUER'S RECEIPT OF COMMON SECURITIES.

         On ___________, the Sponsor, both on its own behalf and on behalf of
the Trust pursuant to the Original Trust Agreement, executed and delivered the
Purchase Agreement. Contemporaneously with the execution and delivery of this
Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall
manually execute, and the Property Trustee shall deliver to the Underwriters,
Capital Securities Certificates, registered in the name of the Persons entitled
thereto, in an aggregate amount of ____________ Capital Securities having an
aggregate Liquidation Amount of $______________ against receipt of the aggregate
purchase price of such Capital Securities of $_______________, which amount such
Administrative Trustee shall promptly deliver to the Property Trustee.

         Contemporaneously with the execution and delivery of this Trust
Agreement, an Administrative Trustee, on behalf of the Trust, shall execute and
deliver to the Sponsor, Common Securities Certificates, registered in the name
of the Sponsor in an aggregate amount of Common Securities having an aggregate
Liquidation Amount of $________________ in exchange for a payment of
$____________ by the Sponsor, which amount such Administrative Trustee shall
promptly deliver to the Property Trustee. Contemporaneously therewith, an
Administrative Trustee, on behalf of the Trust, shall subscribe to and purchase
from the Debenture Issuer Debt Securities, registered in the name of the
Property Trustee, on behalf of the Trust, and having an aggregate principal
amount equal to $_____________, and, in satisfaction of the purchase price for
such Debt Securities, the Property Trustee, on behalf of the Trust, shall
deliver to the Sponsor the sum of $____________.

         If the Underwriters exercise their option relating to the Option
Offered Securities (as such term is defined in the Purchase Agreement), at the
closing thereof, the Administrative Trustee, on behalf of the Trust, shall
execute and deliver in accordance with the Purchase Agreement, Capital
Securities Certificates, registered in the name of the Persons entitled thereto,
in an aggregate amount of up to ________________ Capital Securities having an
aggregate Liquidation Amount of up to $__________________ against receipt of the
aggregate purchase price of such Capital Securities of $______________, which
amount such Administrative Trustee shall promptly deliver to the Property
Trustee. In addition, at the closing thereof, the Administrative Trustee, on
behalf of

                                       27
<PAGE>


the Trust, shall execute and deliver to the Sponsor, Common Securities
Certificates, registered in the name of the Sponsor, in an aggregate amount of
Common Securities having an aggregate Liquidation Amount of up to $_____________
in exchange for a payment of $___________ by the Sponsor, which amount such
Administrative Trustee shall promptly deliver to the Property Trustee.
Contemporaneously therewith, an Administrative Trustee, on behalf of the Trust,
shall subscribe to and purchase from the Debenture Issuer, Debt Securities
registered in the name of the Trust and having an aggregate principal amount of
up to $____________, and, in satisfaction of the purchase price of such Debt
Securities, the Property Trustee, on behalf of the Trust, shall deliver to the
Sponsor the sum of $_______________.

         The Common Securities will be issued in an amount equal to at least 3 %
of the capital of the Trust. The aggregate stated liquidation amount of Common
Securities outstanding at any time shall not be less than 3 % of the capital of
the Trust.

SECTION 5.2. COVENANTS OF THE COMMON SECURITIES HOLDER.

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

                              ARTICLE 6 - TRUSTEES

SECTION 6.1. NUMBER OF TRUSTEES.

         The number of Trustees initially shall be five, and:

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

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

                                       28
<PAGE>


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

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

SECTION 6.2. DELAWARE TRUSTEE; ELIGIBILITY.

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

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

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

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

SECTION 6.3. PROPERTY TRUSTEE; ELIGIBILITY.

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

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

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

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

         (c)      If the Property Trustee has or shall acquire any "conflicting
interest" within the meaning of Section 310(b) of the Trust Indenture Act, the
Property Trustee and the Holder of the

                                       29
<PAGE>

Common Securities (as if it were the obligor referred to in Section 310(b) of
the Trust Indenture Act) shall in all respects comply with the provisions of
Section 310(b) of the Trust Indenture Act.

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

SECTION 6.4. QUALIFICATIONS OF ADMINISTRATIVE TRUSTEES AND DELAWARE TRUSTEE
GENERALLY.

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

SECTION 6.5. INITIAL ADMINISTRATIVE TRUSTEES.

         The initial Administrative Trustees shall be:

         _____________, _____________ and _____________, the business address of
all of whom is c/o Compass Bancshares, Inc., 15 South 20th Street, Birmingham,
Alabama 35233.

SECTION 6.6. APPOINTMENT, REMOVAL AND RESIGNATION OF TRUSTEES.

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

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

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

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

         (b)      The Trustee that acts as Property Trustee shall not be removed
in accordance with Section 6.6(a) until a successor Trustee possessing the
qualifications to act as Property Trustee under Section 6.3(a) (a "Successor
Property Trustee") has been appointed and has accepted such appointment by
written instrument executed by such Successor Property Trustee and delivered to
the Administrative Trustees and the Sponsor. The Trustee that acts as Delaware
Trustee shall not be removed in accordance with Section 6.6(a) until a successor
Trustee possessing the qualifications to act as Delaware Trustee under Sections
6.2 and 6.4 (a "Successor Delaware Trustee") has been appointed and has accepted
such appointment by written instrument executed by such Successor Delaware
Trustee and delivered to the Administrative Trustees and the Sponsor.

                                       30
<PAGE>

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

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

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

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

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

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

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

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

SECTION 6.7. VACANCIES AMONG TRUSTEES.

         If a Trustee ceases to hold office for any reason and the number of
Trustees is not reduced pursuant to Section 6.1, or if the number of Trustees is
increased pursuant to Section 6.1, a vacancy shall occur. A resolution
certifying the existence of such vacancy by the Administrative Trustees or,

                                       31
<PAGE>

if there are more than two, a majority of the Administrative Trustees shall be
conclusive evidence of the existence of such vacancy. The vacancy shall be
filled with a Trustee appointed in accordance with Section 6.6.

SECTION 6.8. EFFECT OF VACANCIES.

         The death, resignation, retirement, removal, bankruptcy, dissolution,
liquidation, incompetence or incapacity to perform the duties of a Trustee shall
not operate to annul, dissolve or terminate the Trust. Whenever a vacancy in the
number of Administrative Trustees shall occur, until such vacancy is filled by
the appointment of an Administrative Trustee in accordance with Section 6.6, the
Administrative Trustees in office, regardless of their number, shall have all
the powers granted to the Administrative Trustees and shall discharge all the
duties imposed upon the Administrative Trustees by this Trust Agreement.

SECTION 6.9. MEETINGS.

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

SECTION 6.10. DELEGATION OF POWER.

         (a)      Any Administrative Trustee may, by power of attorney
consistent with applicable law, delegate to any natural person over the age of
21 his, her or its power for the purpose of executing any documents contemplated
in Section 3.6 or making any governmental filing; provided that such person is a
U.S. Person as defined in Section 7701(a)(30) of the Code.

         (b)      The Administrative Trustees shall have power to delegate from
time to time to such of their number or to officers of the Trust the doing of
such things and the execution of such instruments either in the name of the
Trust or the names of the Administrative Trustees or otherwise

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<PAGE>

as the Administrative Trustees may deem expedient, to the extent such delegation
is not prohibited by applicable law or contrary to the provisions of the Trust,
as set forth herein; provided, that such person is a U.S. Person as defined in
Section 7701(a)(30) of the Code.

SECTION 6.11. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

         Any corporation into which the Property Trustee, the Delaware Trustee
or any Administrative Trustee that is not a natural person may be merged or
converted or with such Trustee may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Trustee shall be a
party, or any corporation succeeding to all or substantially all the corporate
trust business of such Trustee shall be the successor of such Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto.

                         ARTICLE 7 - TERMS OF SECURITIES

SECTION 7.1. GENERAL PROVISIONS REGARDING SECURITIES.

         (a)      The Administrative Trustees shall on behalf of the Trust issue
one (1) class of capital securities representing undivided beneficial interests
in the assets of the Trust and one class of common securities representing
undivided beneficial interests in the assets of the Trust.

                  (i) Capital Securities. The Capital Securities of the Trust
         have an aggregate liquidation amount with respect to the assets of the
         Trust of up to $____________ with respect to the closing of the sale of
         Capital Securities on one (1) or more occasions. The Capital Securities
         are hereby designated for identification purposes only as "____%
         Capital Securities" (the "Capital Securities"). The Capital Security
         Certificates evidencing the Capital Securities shall be substantially
         in the form of EXHIBIT A to this Trust Agreement, with such changes and
         additions thereto or deletions therefrom as may be required by ordinary
         usage, custom or practice or to conform to the rules of any stock
         exchange on which the Capital Securities are listed or quoted.

                  (ii) Common Securities. The Common Securities of the Trust
         have an aggregate liquidation amount with respect to the assets of the
         Trust of up to $____________ with respect to the closing of the sale of
         Common Securities on one or more occasions. The Common Securities are
         hereby designated for identification purposes only as "____% Common
         Securities" (the "Common Securities" and, together with the Capital
         Securities, the "Securities"). The Common Security Certificates
         evidencing the Common Securities shall be substantially in the form of
         EXHIBIT B to this Trust Agreement, with such changes and additions
         thereto or deletions therefrom as may be required by ordinary usage,
         custom or practice.

         (b)      Payment of Distributions on, and payment of the Redemption
Price upon a redemption of, the Capital Securities and the Common Securities, as
applicable, shall be made Pro Rata based on the liquidation amount of such
Capital Securities and Common Securities; provided,

                                       33
<PAGE>

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

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

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

         Upon a written order of the Trust signed by one Administrative Trustee,
the Property Trustee shall authenticate the Certificates representing Capital
Securities for original issue. The aggregate amount of Capital Securities
outstanding at any time shall not exceed the liquidation amount set forth in
Section 7.1(a)(i).

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

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

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<PAGE>

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

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

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

SECTION 7.2. DISTRIBUTIONS.

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

         (b)      Pursuant to the Indenture, interest not paid on the scheduled
payment date will accrue and compound quarterly at the rate of ____% per annum,
and, as a result, interests on the Debt Securities not paid on the scheduled
payment date will accrue and compound quarterly at the rate of ____% per annum
(and, as a result) the Distributions on the Securities will accumulate and
compound at the rate of ____% per annum ("Compounded Distributions").
"Distributions" shall mean ordinary cumulative distributions together with any
Compounded Distributions.

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

         (d)      Distributions on the Securities shall be payable to the
Holders thereof as they appear on the register of the Trust as of the close of
business on the relevant record dates. While the Capital

                                       35
<PAGE>

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

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

SECTION 7.3. REDEMPTION OF SECURITIES.

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

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

SECTION 7.4. REDEMPTION PROCEDURES.

         (a)      Notice of any redemption of, or notice of distribution of Debt
Securities in exchange for, the Securities (a "Redemption/Distribution Notice"),
which notice shall be irrevocable, will be given by the Trust by mail to each
Holder of Securities to be redeemed or exchanged not fewer than thirty (30) nor
more than sixty (60) days before the date fixed for redemption or exchange
thereof which, in the case of a redemption, will be the date fixed for
redemption of the Debt Securities. For purposes of the calculation of the date
of redemption or exchange and the dates on which notices are given pursuant to
this Section 7.4(a), a Redemption/Distribution Notice shall be deemed to be
given on the day such notice is first mailed by first-class mail, postage
prepaid, to Holders of Securities.

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<PAGE>


Each Redemption/Distribution Notice shall be addressed to the Holders of
Securities at the address of each such Holder appearing in the register of the
Trust. No defect in the Redemption/Distribution Notice or in the mailing of
either thereof with respect to any Holder shall affect the validity of the
redemption or exchange proceedings with respect to any other Holder.

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

         (c)      Subject to the Trust's fulfillment of the notice requirements
set forth in Section 7.4(a) above, if Securities are to be redeemed, then (i)
with respect to Capital Securities represented by one or more Global Securities,
by 12:00 noon, New York City time, on the redemption date, provided that the
Debenture Issuer has paid the Property Trustee a sufficient amount of cash in
connection with the related redemption or maturity of the Debt Securities, the
Property Trustee will deposit irrevocably with the Depositary or its nominee (or
successor Clearing Agency or its nominee) funds sufficient to pay the applicable
Redemption Price with respect to the Capital Securities and will give the
Depositary irrevocable instructions and authority to pay the Redemption Price to
the Holders of the Capital Securities and (ii) with respect to Securities not
represented by one or more Global Securities, provided that the Debenture Issuer
has paid the Property Trustee a sufficient amount of cash in connection with the
related redemption or maturity of the Debt Securities, the Property Trustee will
give the Paying Agent irrevocable instructions and authority to pay the relevant
Redemption Price to the Holders of such Securities upon surrender of their
certificates evidencing the Capital Securities. Payment of the Redemption Price
on the Capital Securities will be made to the recordholders thereof as they
appear on the register of the Trust on the relevant record date, which shall be
one Business Day prior to the relevant redemption date; provided, however, that
with respect to the Capital Securities not represented by one or more Global
Securities, the relevant record date shall be the date fifteen days prior to the
relevant redemption date. If any date fixed for redemption of Securities is not
a Business Day, then payment of the Redemption Price payable on such date will
be made on the next succeeding day that is a Business Day (and without any
interest or other payment in respect of any such delay) with the same force and
effect as if made on such date fixed for redemption. If, however, the Business
Day falls in the next calendar year, then payment of the Redemption Price will
be made on the immediately preceding Business Day with the same force and effect
as if made on such date fixed for redemption. If payment of the Redemption Price
in respect of any Securities is not paid because the payment of the Redemption
Price on the Debt Securities is not made, interest will continue to accrue on
the Debt Securities, and, as a result, Distributions on such Securities will
continue to accumulate at the then applicable rate from the original redemption
date to the actual date of

                                       37
<PAGE>


payment, in which case the actual payment date will be considered the date fixed
for redemption for purposes of calculating the Redemption Price. For these
purposes, the applicable Redemption Price shall not include Distributions which
are being paid to Holders who were Holders on a relevant record date. If a
Redemption/Distribution Notice shall have been given and funds deposited or paid
as required, then immediately prior to the close of business on the date of such
deposit or payment, Distributions will cease to accumulate on the Securities
called for redemption and all rights of Holders of such Securities so called for
redemption will cease, except the right of the Holders to receive the Redemption
Price, but without interest on such Redemption Price, and from and after the
date fixed for redemption, such Securities will cease to be outstanding.

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

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

SECTION 7.5. VOTING RIGHTS OF CAPITAL SECURITIES.

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

         (b)      Subject to the requirement of the Property Trustee obtaining a
tax opinion in certain circumstances set forth in Section 7.5(d) below, the
Holders of a Majority in Liquidation Amount of the Capital Securities voting
separately as a class have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Property Trustee, or
to direct the exercise of any trust or power conferred upon the Property Trustee
under the Trust Agreement, including the right to direct the Property Trustee,
as Holder of the Debt Securities, to (i) exercise the remedies available to it
under the Indenture as a Holder of the Debt Securities; (ii) consent to any
amendment or modification of the Indenture or the Debt Securities where such
consent shall be required or (iii) waive any past default and its consequences
that is waivable under Section 5.13 of the Indenture; provided, however, that if
an Indenture Event of Default has occurred and is continuing, then the Holders
of 25% of the aggregate liquidation amount of the Capital Securities may direct
the Property Trustee to declare the principal of and interest on the Debt
Securities due and payable; provided, further, that where a consent or action
under the Indenture would require the consent or act of the Holders of more than
a majority of the aggregate principal amount of Debt Securities affected
thereby, only the Holders of the percentage of the aggregate stated liquidation
amount of the Capital Securities which is at least equal to the percentage
required under the Indenture may direct the Property Trustee to give such
consent to take such action.

         (c)      If the Property Trustee fails to enforce its rights under the
Debt Securities after a Holder of Capital Securities has made a written request,
such Holder of Capital Securities may, to the extent permitted by applicable
law, institute a legal proceeding directly against the Debenture

                                       38
<PAGE>


Issuer to enforce the Property Trustee's rights under the Indenture without
first instituting any legal proceeding against the Property Trustee or any other
Person. In addition, if a Trust Enforcement Event has occurred and is continuing
and such event is attributable to the failure of the Debenture Issuer to make
any interest, principal or other required payments when due under the Indenture,
then a Holder of Capital Securities may directly institute a Direct Action
against the Debenture Issuer on or after the respective due date specified in
the Debt Securities.

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

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

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

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

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

                                       39
<PAGE>

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

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

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

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

SECTION 7.6. VOTING RIGHTS OF COMMON SECURITIES.

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

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

         (c)      Subject to Section 2.6 and only after all Trust Enforcement
Events with respect to the Capital Securities have been cured, waived, or
otherwise eliminated and subject to the requirement of the Property Trustee
obtaining a tax opinion in certain circumstances set forth in this paragraph
(c), the Holders of a Majority in Liquidation Amount of the Common Securities
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Property Trustee, or direct the exercise of any
trust or power conferred upon the Property Trustee under this Trust Agreement,
including the right to direct the Property Trustee, as Holder of the Debt
Securities, to (i) exercise the remedies available to it under the Indenture as
a Holder of the Debt Securities, (ii) consent to any amendment or modification
of the Indenture or the Debt Securities where such consent shall be required or
(iii) waive any past default and its consequences that is waivable under Section
5.13 of the Indenture; provided, however, that where a consent or action under
the Indenture would require the consent or act of the Holders of more than a
majority of the aggregate principal amount of Debt Securities affected thereby,
only the Holders of the percentage of the aggregate stated liquidation amount of
the Common Securities which is at least equal to the percentage required under
the Indenture may direct the Property Trustee to have such consent or

                                       40
<PAGE>


take such action. Except with respect to directing the time, method, and place
of conducting a proceeding for a remedy, the Property Trustee shall be under no
obligation to take any of the actions described in clause 7.6(c)(i) and (ii)
above unless the Property Trustee has obtained an opinion of independent tax
counsel to the effect that, as a result of such action, for United States
federal income tax purposes the Trust will not be classified as other than a
grantor trust.

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

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

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

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

SECTION 7.7. PAYING AGENT.

         In the event that any Capital Securities are not in book-entry only
form, the Trust shall maintain in the Borough of Manhattan, City of New York,
State of New York, an office or agency where the Capital Securities may be
presented for payment ("Paying Agent"). The Trust may appoint the paying agent
and may appoint one or more additional paying agents in such other locations as
it shall determine. The term "Paying Agent" includes any additional paying
agent. The Trust may change any Paying Agent without prior notice to the
Holders. The Trust shall notify the Property Trustee of the name and address of
any Paying Agent not a party to this Trust Agreement. If the Trust fails to
appoint or maintain another entity as Paying Agent, the Property Trustee shall
act as such. The Trust or any of its Affiliates may act as Paying Agent. The
Property Trustee shall initially act as Paying Agent for the Securities. In the
event the Property Trustee shall no longer be the Paying Agent, the
Administrative Trustees shall appoint a successor (which shall be a bank or
trust company acceptable to the Debenture Issuer) to act as Paying Agent. The
Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) days'
written notice to the Property Trustee and the Debenture Issuer.

                                       41
<PAGE>

SECTION 7.8. LISTING.

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

SECTION 7.9. TRANSFER OF SECURITIES.

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

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

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

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

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

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

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

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<PAGE>


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

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

SECTION 7.10. MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.

If:

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

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

SECTION 7.11. DEEMED SECURITY HOLDERS.

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

SECTION 7.12. GLOBAL SECURITIES.

         On initial issuance, the Capital Securities shall be issued in the form
of one or more Global Securities. If the Capital Securities are to be issued in
the form of one or more Global Securities, then an Administrative Trustee on
behalf of the Trust shall

                                       43
<PAGE>

execute and the Property Trustee shall authenticate and deliver one or more
Global Securities that (i) shall represent and shall be denominated in an amount
equal to the aggregate liquidation amount of all of the Capital Securities to be
issued in the form of Global Securities and not yet cancelled, (ii) shall be
registered in the name of the Depositary for such Global Security or the nominee
of such Depositary, and (iii) shall be delivered by the Property Trustee to such
Depositary or pursuant to such Depositary's instructions. Global Securities
shall bear a legend substantially to the following effect:

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

                  Unless this Capital Security Certificate is presented by an
         authorized representative of the Depositary to Compass Trust [ ] or its
         agent for registration of transfer, exchange or payment, and any
         Capital Security Certificate issued is registered in the name of Cede &
         Co. or such other name as requested by an authorized representative of
         the Depositary (and any payment hereon is made to Cede & Co. or to such
         other entity as is requested by an authorized representative of the
         Depositary), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
         OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
         owner hereof, Cede & Co., has an interest herein."

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

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

         The Trust and the Property Trustee may for all purposes, including the
making of payments due on the Capital Securities, deal with the Depositary as
the authorized representative of the

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<PAGE>

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

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

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

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

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


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<PAGE>


                ARTICLE 8 - DISSOLUTION AND TERMINATION OF TRUST

SECTION 8.1. DISSOLUTION AND TERMINATION OF TRUST.

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

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

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

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

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

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

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

         (b)      As soon as is practicable after the occurrence of an event
referred to in Section 8.1(a) and upon completion of the winding up and
liquidation of the Trust, the Trustees shall terminate the Trust by filing a
certificate of cancellation with the Secretary of State of the State of
Delaware.

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

SECTION 8.2. LIQUIDATION DISTRIBUTION UPON DISSOLUTION OF THE TRUST.

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

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<PAGE>

of, with an interest rate identical to the distribution rate of, and accumulated
and unpaid interest equal to accrued and unpaid Distributions on, such
Securities shall be distributed on a Pro Rata basis to the Holders of the
Securities in exchange for such Securities.

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

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

SECTION 9.1. LIABILITY.

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

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

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

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

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

SECTION 9.2. EXCULPATION.

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

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<PAGE>

Indemnified Person shall be liable for any such loss, damage or claim incurred
by reason of such Indemnified Person's negligence or willful misconduct with
respect to such acts or omissions.

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

SECTION 9.3. FIDUCIARY DUTY.

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

         (b)      Unless otherwise expressly provided herein:

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

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

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

                  (i) in its "discretion" or under a grant of similar authority,
         the Indemnified Person shall be entitled to consider such interests and
         factors as it desires, including its own

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<PAGE>

         interests, and shall have no duty or obligation to give any
         consideration to any interest of or factors affecting the Trust or any
         other Person; or

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

SECTION 9.4. INDEMNIFICATION.

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

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

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

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<PAGE>

disinterested Administrative Trustees so directs, by independent legal counsel
in a written opinion, or (3) by the Common Security Holder of the Trust.

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

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

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

         (g)      For purposes of this Section 9.4, references to "the Trust"
shall include, in addition to the resulting or surviving entity, any constituent
entity (including any constituent of a constituent) absorbed in a consolidation
or merger, so that any person who is or was a director, trustee, officer or
employee of such constituent entity, or is or was serving at the request of such
constituent entity as a director, trustee, officer, employee or agent of another
entity, shall stand in the same position

                                       50
<PAGE>


under the provisions of this Section 9.4 with respect to the resulting or
surviving entity as he would have with respect to such constituent entity if its
separate existence had continued.

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

SECTION 9.5. OUTSIDE BUSINESSES.

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

                             ARTICLE 10 - ACCOUNTING

SECTION 10.1. FISCAL YEAR.

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

SECTION 10.2. CERTAIN ACCOUNTING MATTERS.

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

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<PAGE>

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

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

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

SECTION 10.3. BANKING.

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

SECTION 10.4. WITHHOLDING.

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

                                       52
<PAGE>

                      ARTICLE 11 - AMENDMENTS AND MEETINGS

SECTION 11.1. AMENDMENTS.

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

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

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

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

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

                           b. an opinion of counsel (who may be counsel to the
                  Sponsor or the Trust) that such amendment is permitted by, and
                  conforms to, the terms of this Trust Agreement (including the
                  terms of the Securities) and that all conditions precedent to
                  the execution and delivery of such amendment have been
                  satisfied and that such amendment or the exercise of any power
                  granted to the Trustees in accordance with such amendment will
                  not cause the Trust to be taxable as a corporation or affect
                  the Trust's status as a grantor trust for U.S. federal income
                  tax purposes or the Trust's exemption from status as an
                  "Investment Company" under the Investment Company Act.

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

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

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

                                       53
<PAGE>

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

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

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

                  (ii) Except as provided in Section 11.1(c)(i) hereof, any
         provision of this Trust Agreement may be amended by the Trustee and the
         Sponsor with (i) the consent of the Holders representing not less than
         a Majority in Liquidation Amount of the Securities outstanding and (ii)
         receipt by the Trustees of an opinion of counsel to the effect that
         such amendment or the exercise of any power granted to the Trustees in
         accordance with such amendment will not affect the Trust's status as a
         grantor trust for United States federal income tax purposes or the
         Trust's exemption from status of an Investment Company.

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

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

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

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

                  (i) cure any ambiguity;

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

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

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

                                       54
<PAGE>

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

SECTION 11.2. MEETINGS OF THE HOLDERS OF SECURITIES; ACTION BY WRITTEN CONSENT.

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

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

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

                  (ii) each Holder of a Security may authorize any Person to act
         for it by proxy on all matters in which a Holder of Securities is
         entitled to participate, including waiving notice of any meeting, or
         voting or participating at a meeting. No proxy shall be valid after the
         expiration of 11 months from the date thereof unless otherwise provided
         in the proxy. Every

                                       55
<PAGE>


         proxy shall be revocable at the pleasure of the Holder of Securities
         executing such proxy. Except as otherwise provided herein, all matters
         relating to the giving, voting or validity of proxies shall be governed
         by the General Corporation Law of the State of Delaware relating to
         proxies, and judicial interpretations thereunder, as if the Trust were
         a Delaware corporation and the Holders of the Securities were
         stockholders of a Delaware corporation;

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

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

      ARTICLE 12 - REPRESENTATIONS OF PROPERTY TRUSTEE AND DELAWARE TRUSTEE

SECTION 12.1. REPRESENTATIONS AND WARRANTIES OF THE PROPERTY TRUSTEE.

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

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

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

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

                                       56
<PAGE>


SECTION 12.2. REPRESENTATIONS AND WARRANTIES OF THE DELAWARE TRUSTEE.

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

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

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

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

                           ARTICLE 13 - MISCELLANEOUS

SECTION 13.1. NOTICES.

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

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

                           c/o Compass Bancshares, Inc.
                           15 South 20th Street
                           Birmingham, Alabama 35233
                           Attention:  Secretary
                           Facsimile No: (205) 297-3403


                                       57

<PAGE>


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

                           Chase Manhattan Bank USA, National Association
                           c/o JPMorgan Chase


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

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

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

                  with a copy to:

                           JPMorgan Chase


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

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

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

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

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

                           c/o Compass Bancshares, Inc.
                           15 South 20th Street
                           Birmingham, Alabama 35233
                           Attention:  Secretary
                           Facsimile No: (205) 297-3403

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

SECTION 13.2. GOVERNING LAW.

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

                                       58

<PAGE>


SECTION 13.3. INTENTION OF THE PARTIES.

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

SECTION 13.4. HEADINGS.

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

SECTION 13.5. SUCCESSORS AND ASSIGNS.

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

SECTION 13.6. PARTIAL ENFORCEABILITY.

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

SECTION 13.7. COUNTERPARTS.

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

                  [SIGNATURES APPEAR ON THE FOLLOWING PAGE(S)]


                                       59
<PAGE>


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

                             COMPASS BANCSHARES, INC., as Sponsor, as Common
                             Securities Holder and as Debenture Issuer


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


                             JPMORGAN CHASE BANK, as Property Trustee


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


                             CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,
                             as Delaware Trustee


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


                             --------------------------------------------------
                             _____________, as Administrative Trustee


                             --------------------------------------------------
                             _____________, as Administrative Trustee


                             --------------------------------------------------
                             _____________, as Administrative Trustee



                                       60

<PAGE>


                                    EXHIBIT A

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

UNLESS THIS CAPITAL SECURITY CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CAPITAL SECURITY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REGISTERED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]


                                      A-1
<PAGE>


CERTIFICATE NO. ___________              NUMBER OF CAPITAL SECURITIES: ________

                           CUSIP NO. _________________

                 CERTIFICATE EVIDENCING ____% CAPITAL SECURITIES
                                       OF
                                COMPASS TRUST [ ]

                            ____% CAPITAL SECURITIES
                 (LIQUIDATION AMOUNT $___ PER CAPITAL SECURITY)
                            FULLY AND UNCONDITIONALLY
                     GUARANTEED BY COMPASS BANCSHARES, INC.

COMPASS TRUST [ ], a statutory business trust created under the laws of the
State of Delaware (the "Trust"), hereby certifies that __________ (the "Holder")
is the registered owner of __________ ( _____ ) capital securities of the Trust
representing undivided beneficial ownership interests in the assets of the Trust
designated the "___% Capital Securities (Liquidation Amount $__ Per Capital
Security" (the "Capital Securities"). The Capital Securities are transferable on
the register of the Trust, in person or by a duly authorized attorney, upon
surrender of this certificate duly endorsed and in proper form for transfer as
provided in the Trust Agreement (as defined below). The designation, rights,
privileges, restrictions, preferences and other terms and provisions of the
Capital Securities represented hereby are issued and shall in all respects be
subject to the provisions of the Amended and Restated Trust Agreement of the
Trust, dated as of __________, ____, as the same may be amended from time to
time (the "Trust Agreement"), by and among COMPASS BANCSHARES, INC.,
_____________, _____________ and _____________, as Administrative Trustees,
JPMORGAN CHASE BANK, as Property Trustee, and CHASE MANHATTAN BANK USA, NATIONAL
ASSOCIATION, as Delaware Trustee, and the holders of undivided beneficial
ownership interests in the assets of the Trust. Capitalized terms used herein
but not defined shall have the meaning given them in the Trust Agreement. The
Holder is entitled to the benefits of the Guarantee to the extent described
therein. The Sponsor will provide a copy of the Trust Agreement, the Guarantee
and the Indenture to a Holder without charge upon written request to the Sponsor
at its principal place of business.

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

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


                                      A-2
<PAGE>


         IN WITNESS WHEREOF, the Trust has executed this certificate this
_______ day of __________, ____.

                                   COMPASS TRUST [   ]


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

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

JPMORGAN CHASE BANK,
as Property Trustee

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



                                      A-3
<PAGE>



                                    EXHIBIT B

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

CERTIFICATE NO. ________                  NUMBER OF COMMON SECURITIES: ________

                    CERTIFICATE EVIDENCING COMMON SECURITIES
                                       OF
                                COMPASS TRUST [ ]

                             ___% COMMON SECURITIES
                  (LIQUIDATION AMOUNT $__ PER COMMON SECURITY)

         COMPASS TRUST [ ], a statutory business trust created under the laws of
the State of Delaware (the "Trust"), hereby certifies that COMPASS BANCSHARES,
INC. (the "Holder") is the registered owner of _________ ( ______ ) common
securities of the Trust representing an undivided beneficial ownership interest
in the assets of the Trust designated the "____% Common Securities (Liquidation
Amount $___ Per Common Security" (the "Common Securities"). The Common
Securities are not transferable and any attempted transfer thereof shall be void
except as permitted by applicable law and by Section 7.9(b)(ii) of the Trust
Agreement (as defined below). The designation, rights, privileges, restrictions,
preferences and other terms and provisions of the Common Securities represented
hereby are issued and shall in all respects be subject to the provisions of the
Amended and Restated Trust Agreement of the Trust, dated as of _______, ____ (as
the same may be amended from time to time, the "Trust Agreement"), by and among
COMPASS BANCSHARES, INC., _____________, _____________ and _____________, as
Administrative Trustees, JPMORGAN CHASE BANK, as Property Trustee, and CHASE
MANHATTAN BANK USA, NATIONAL ASSOCIATION, as Delaware Trustee, and the holders
of undivided beneficial ownership interests in the assets of the Trust. The
Holder is entitled to the benefits of the Guarantee to the extent described
therein. Capitalized terms used herein but not defined shall have the meaning
given them in the Trust Agreement. The Sponsor will provide a copy of the Trust
Agreement, the Guarantee and the Indenture to the Holder without charge upon
written request to the Sponsor at its principal place of business.

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

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


                                      B-1
<PAGE>



         IN WITNESS WHEREOF, the Trust has executed this certificate this
_______ day of _________, ____.


                                    COMPASS TRUST [   ]


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



                                      B-2