<PAGE>
                                                                    Exhibit 4.20





                              AMENDED AND RESTATED

                                 TRUST AGREEMENT

                                      Among

                 PRINCIPAL FINANCIAL GROUP, INC., as Depositor,

                  Wilmington Trust Company, as Property Trustee

                              and Delaware Trustee,

                                       And

                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN

                               Dated as of -, 200-

                              PRINCIPAL CAPITAL III


<PAGE>






                              Principal Capital III

              Certain Sections of this Trust Agreement relating to

                         Sections 310 through 318 of the

                          Trust Indenture Act of 1939:


<TABLE>
<CAPTION>
              Trust Indenture                                                     Trust Agreement
                Act Section                                                           Section
                -----------                                                           -------

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


<PAGE>

<TABLE>
<CAPTION>
              Trust Indenture                                                     Trust Agreement
                Act Section                                                           Section
                -----------                                                           -------

<S>           <C>                                                                   <C>
               (c)...................................................................   6.7
(S) 317        (a)(1) ...............................................................   Not Applicable
               (a)(2)................................................................   Not Applicable
               (b)...................................................................   5.9
(S) 318        (a)...................................................................   10.10

</TABLE>

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



<PAGE>





                               Table of Contents
<TABLE>
<CAPTION>

                                                                                                       Page
                                                                                                       ----
<S>                 <C>                                                                              <C>
ARTICLE I             Defined Terms
     Section 1.1      Definitions........................................................................2

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

ARTICLE III           Payment Account
     Section 3.1      Payment Account...................................................................17

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

ARTICLE V             Trust Securities Certificates
     Section 5.1      Initial Ownership.................................................................22
     Section 5.2      The Trust Securities Certificates.................................................23
     Section 5.3      Delivery of Trust Securities Certificates.........................................23
     Section 5.4      Registration of Transfer and Exchange of Preferred Securities Certificates........23
     Section 5.5      Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates................24
     Section 5.6      Persons Deemed Securityholders....................................................25
     Section 5.7      Access to List of Securityholders' Names and Addresses............................25
     Section 5.8      Maintenance of Office or Agency...................................................25
     Section 5.9      Appointment of Paying Agent.......................................................26
     Section 5.10     Ownership of Common Securities by Depositor.......................................26
</TABLE>

                                       i
<PAGE>

                               Table of Contents
                                   (continued)
<TABLE>
<CAPTION>

                                                                                                       Page
                                                                                                       ----
<S>                 <C>                                                                              <C>
     Section 5.11     Book-Entry Preferred Securities Certificates; Common Securities Certificate.......27
     Section 5.12     Notices to Clearing Agency........................................................28
     Section 5.13     Definitive Preferred Securities Certificates......................................28
     Section 5.14     Rights of Securityholders.........................................................29

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

ARTICLE VII           Representations and Warranties
     Section 7.1      Representations and Warranties of the Bank, the Property Trustee and the
                      Delaware Trustee..................................................................33
     Section 7.2      Representations and Warranties of Depositor.......................................36

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

</TABLE>

                                       ii
<PAGE>

                               Table of Contents
                                   (continued)
<TABLE>
<CAPTION>

                                                                                                       Page
                                                                                                       ----
<S>                 <C>                                                                              <C>
ARTICLE IX            Dissolution, Liquidation and Merger
     Section 9.1      Dissolution Upon Expiration Date..................................................49
     Section 9.2      Early Dissolution.................................................................49
     Section 9.3      Termination.......................................................................50
     Section 9.4      Liquidation.......................................................................50
     Section 9.5      Mergers, Consolidations, Amalgamations or Replacements of the Trust...............52

ARTICLE X             Miscellaneous Provisions
     Section 10.1     Limitation of Rights of Securityholders...........................................53
     Section 10.2     Amendment.........................................................................53
     Section 10.3     Separability......................................................................54
     Section 10.4     Governing Law.....................................................................55
     Section 10.5     Payments Due on Non-Business Day..................................................55
     Section 10.6     Successors........................................................................55
     Section 10.7     Headings..........................................................................55
     Section 10.8     Reports, Notices and Demands......................................................55
     Section 10.9     Agreement Not to Petition.........................................................56
     Section 10.10    Trust Indenture Act; Conflict with Trust Indenture Act............................56
     Section 10.11    Acceptance of Terms of Trust Agreement, Guarantee and Indenture...................57

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

</TABLE>


                                      iii
<PAGE>





                                                                    Exhibit 4.20

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

                              W I T N E S S E T H:
                               - - - - - - - - - -

                  WHEREAS, the Depositor and the Delaware Trustee have
heretofore duly declared and established a statutory trust pursuant to the
Delaware Statutory Trust Act by the entering into of that certain Trust
Agreement, dated as of December 16, 2003 (the "Original Trust Agreement"), and
by the execution and filing by the Delaware Trustee with the Secretary of State
of the State of Delaware of the Certificate of Trust, filed on December 16,
2003, attached as Exhibit A; and

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

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


<PAGE>

                                   ARTICLE I
                                  DEFINED TERMS

                  Section 1.1 Definitions.

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

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

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

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

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

                  "Act" has the meaning specified in Section 6.8.

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

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

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

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



                                       2
<PAGE>

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

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

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

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

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

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

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



                                       3
<PAGE>

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

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

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

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

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

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

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

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

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

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

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



                                       4
<PAGE>

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

                  "Debenture Trustee" means Wilmington Trust Company, a Delaware
banking corporation organized under the laws of the State of Delaware and any
successor thereto, not in its individual capacity but solely in its capacity as
trustee.

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

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

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

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

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

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

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

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

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

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



                                       5
<PAGE>

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

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

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

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

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

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

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

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

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

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



                                       6
<PAGE>

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

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

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

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

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

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

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

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

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

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



                                       7
<PAGE>

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

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

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

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

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

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

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

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

                  "Owner" means each Person who is the beneficial owner of a
Book Entry Preferred Securities Certificate as reflected in the records of the
Clearing Agency or, if a


                                       8
<PAGE>

Clearing Agency Participant is not the Owner, then as reflected in the records
of a Person maintaining an account with such Clearing Agency (directly or
indirectly, in accordance with the rules of such Clearing Agency).

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

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

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

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

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

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

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

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

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



                                       9
<PAGE>

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

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

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

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

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

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

                  "Trust Agreement" means this Amended and Restated Trust
Agreement, as the same may be modified, amended or supplemented in accordance
with the applicable provisions hereof, including all exhibits hereto, including,
for all purposes of this Trust Agreement and any such modification, amendment or
supplement, the


                                       10
<PAGE>

provisions of the Trust Indenture Act that are deemed to be a part of and govern
this Trust Agreement and any such modification, amendment or supplement,
respectively.

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

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

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

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

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

                                   ARTICLE II
                           ESTABLISHMENT OF THE TRUST

                  Section 2.1 Name.

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

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

                  The address of the Delaware Trustee in the State of Delaware
is c/o Wilmington Trust Company, Rodney Square North, 1100 N. Market Street,
Wilmington, Delaware 19890, Attention: Corporate Trust Administration, or such
other address in the State of Delaware as the Delaware Trustee may designate by
written notice to the Securityholders and the Depositor. The principal executive
office of the Trust is c/o Principal Financial Group, Inc., 711 High Street, Des
Moines, Iowa 50392.



                                       11
<PAGE>

                  Section 2.3 Initial Contribution of Trust Property;
                              Organizational Expenses.

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

                  Section 2.4 Issuance of the Preferred Securities.

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

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

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

                  Section 2.6 Declaration of Trust.

                  The exclusive purposes and functions of the Trust are (a) to
issue and sell Trust Securities and use the proceeds from such sale to acquire
the Debentures, and (b) to engage in those activities necessary, convenient or
incidental thereto. The Depositor hereby appoints the Trustees as trustees of
the Trust, to have all the rights, powers and duties to the extent set forth
herein, and the Trustees hereby accept such appointment.


                                       12
<PAGE>

The Property Trustee hereby declares that it will hold the Trust Property in
trust upon and subject to the conditions set forth herein for the benefit of the
Securityholders. The Administrative Trustees shall have all rights, powers and
duties set forth herein and in accordance with applicable law with respect to
accomplishing the purposes of the Trust. The Delaware Trustee shall not be
entitled to exercise any powers, nor shall the Delaware Trustee have any of the
duties and responsibilities, of the Property Trustee or the Administrative
Trustees set forth herein. The Delaware Trustee shall be one of the Trustees of
the Trust for the sole and limited purpose of fulfilling the requirements of
Section 3807 of the Delaware Statutory Trust Act.

                  Section 2.7 Authorization to Enter into Certain Transactions.

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

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

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

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

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

                                    (D) assisting in the listing of the
                           Preferred Securities upon such securities exchange or
                           exchanges as shall be determined by the Depositor and
                           the registration of the Preferred Securities under
                           the Securities Exchange Act of 1934, as amended, and
                           the


                                       13
<PAGE>

                           preparation and filing of all periodic and other
                           reports and other documents pursuant to the
                           foregoing;

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


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

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

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

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

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

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

                                    (A) the establishment of the Payment
                           Account;

                                    (B) the receipt of the Debentures;

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



                                       14
<PAGE>

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

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

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

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

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

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

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

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

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

                                       15
<PAGE>

         any action that would result in the placement of a Lien on any of the
         Trust Property. The Administrative Trustees shall defend all claims and
         demands of all Persons at any time claiming any Lien on any of the
         Trust Property adverse to the interest of the Trust or the
         Securityholders in their capacity as Securityholders.

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

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

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

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

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

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

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

                  (d) Notwithstanding anything herein to the contrary, the
         Administrative Trustees are authorized and directed to conduct the
         affairs of the Trust and to


                                       16
<PAGE>

         operate the Trust so that the Trust will not be deemed to be an
         "investment company" required to be registered under the Investment
         Company Act of 1940, as amended, or taxed as a corporation for United
         States federal income tax purposes and so that the Debentures will be
         treated as indebtedness of the Depositor for United States federal
         income tax purposes. In this connection, the Depositor and the
         Administrative Trustees are authorized to take any action, not
         inconsistent with applicable law, the Certificate of Trust or this
         Trust Agreement, that each of the Depositor and the Administrative
         Trustees determines in their discretion to be necessary or desirable
         for such purposes, as long as such action does not adversely affect in
         any material respect the interests of the holders of the Preferred
         Securities.

                  Section 2.8 Assets of Trust.

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

                  Section 2.9 Title to Trust Property.

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

                                  ARTICLE III
                                 PAYMENT ACCOUNT

                  Section 3.1 Payment Account.

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

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



                                       17
<PAGE>

                                   ARTICLE IV
                            DISTRIBUTIONS; REDEMPTION

                  Section 4.1 Distributions.

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

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

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

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



                                       18
<PAGE>

                  Section 4.2 Redemption.

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

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

                           (i) the Redemption Date;

                           (ii) the Redemption Price;

                           (iii) the CUSIP number;

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

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

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

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


                                       19
<PAGE>

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

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

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



                                       20
<PAGE>

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


                  Section 4.3 Subordination of Common Securities.

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

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

                  Section 4.4 Payment Procedures.

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


                                       21
<PAGE>

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

                  Section 4.5 Tax Returns and Reports.

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

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

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

                  Section 4.7 Payments under Indenture.

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

                                   ARTICLE V
                          TRUST SECURITIES CERTIFICATES

                  Section 5.1 Initial Ownership.

                  Upon the formation of the Trust and the contribution by the
Depositor pursuant to Section 2.3 and until the issuance of the Trust
Securities, and at any time


                                       22
<PAGE>

during which no Trust Securities are outstanding, the Depositor shall be the
sole beneficial owner of the Trust.

                  Section 5.2 The Trust Securities Certificates.

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

                  Section 5.3 Delivery of Trust Securities Certificates.

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

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

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


                                       23
<PAGE>

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

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

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

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

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

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


                                       24
<PAGE>

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

                  Section 5.6 Persons Deemed Securityholders.

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

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

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

                  Section 5.8 Maintenance of Office or Agency.

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


                                       25
<PAGE>

and to the Securityholders of any change in the location of the Securities
Register or any such office or agency.

                  Section 5.9 Appointment of Paying Agent.

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

                  Section 5.10 Ownership of Common Securities by Depositor.

                  On the Closing Date and on each other date provided for in
Section 2.5, the Depositor shall acquire and retain beneficial and record
ownership of the Common Securities. To the fullest extent permitted by law,
except as otherwise permitted under the Indenture, any attempted transfer of the
Common Securities shall be void. The Administrative Trustees shall cause each
Common Securities Certificate issued to the


                                       26
<PAGE>

Depositor to contain a legend stating "THIS CERTIFICATE IS NOT TRANSFERABLE
EXCEPT AS PROVIDED IN THE TRUST AGREEMENT (AS DEFINED BELOW)".

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

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

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

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

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

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

                                       27
<PAGE>
                  (b) A single Common Securities Certificate representing the
         Common Securities shall be issued to the Depositor in the form of a
         definitive Common Securities Certificate.

                  Section 5.12 Notices to Clearing Agency.

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

                  Section 5.13 Definitive Preferred Securities Certificates.

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


                                       28
<PAGE>

                  Section 5.14 Rights of Securityholders.

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

                                   ARTICLE VI
                    ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

                  Section 6.1 Limitations on Voting Rights.

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

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


                                       29
<PAGE>

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

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

                  Section 6.2   Notice of Meetings.

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

                  Section 6.3   Meetings of Preferred Securityholders.

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


                                       30
<PAGE>

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

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

                  Section 6.4   Voting Rights.

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

                  Section 6.5   Proxies, etc.

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

                  Section 6.6   Securityholder Action by Written Consent.

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


                                       31
<PAGE>


                  Section 6.7   Record Date for Voting and Other Purposes.

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

                  Section 6.8   Acts of Securityholders.

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

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

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

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

                                       32
<PAGE>

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

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

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

                  Section 6.9   Inspection of Records.

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

                                  ARTICLE VII
                         REPRESENTATIONS AND WARRANTIES

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

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

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

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


                                       33
<PAGE>

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

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

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

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

                                       34
<PAGE>

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

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

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

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

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


                                       35
<PAGE>

                  Section 7.2   Representations and Warranties of Depositor.

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

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

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

                                  ARTICLE VIII
                                  THE TRUSTEES

                  Section 8.1   Certain Duties and Responsibilities.


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

                                       36
<PAGE>

         at law or in equity, are agreed by the Depositor and the
         Securityholders to replace such other duties and liabilities of the
         Administrative Trustees.

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

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

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

                           (ii) the Property Trustee shall not be liable with
                  respect to any action taken or omitted to be taken by it in
                  good faith in accordance with the direction of the holders of
                  not less than a majority in Liquidation Amount of the Trust
                  Securities relating to the time, method and place of
                  conducting any proceeding for any remedy available to the
                  Property Trustee, or exercising any trust or power conferred
                  upon the Property Trustee under this Trust Agreement;

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

                           (iv) the Property Trustee shall not be liable for any
                  interest on any money received by it except as it may
                  otherwise agree with the Depositor. Money held by the Property
                  Trustee need not be segregated


                                       37
<PAGE>

                  from other funds held by it except in relation to the Payment
                  Account maintained by the Property Trustee pursuant to Section
                  3.1 and except to the extent otherwise required by law; and

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


                  Section 8.2   Notice of Defaults.

                  Within five Business Days after the occurrence of any Event of
Default actually known to a Responsible Officer of the Property Trustee, the
Property Trustee shall transmit, in the manner and to the extent provided in
Section 10.8, notice of such Event of Default to the Securityholders, the
Administrative Trustees and the Depositor, unless such Event of Default shall
have been cured or waived.

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

                  Section 8.3   Certain Rights of Property Trustee.

                  Subject to the provisions of Section 8.1:

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

                  (b) if, (i) in performing its duties under this Trust
         Agreement the Property Trustee is required to decide between
         alternative courses of action or (ii) in construing any of the
         provisions in this Trust Agreement the Property Trustee finds the same
         ambiguous or inconsistent with any other provisions contained herein or
         (iii) the Property Trustee is unsure of the application of any
         provision of this Trust Agreement, then, except as to any matter as to
         which the Preferred Securityholders are entitled to vote under the
         terms of this Trust Agreement, the Property Trustee shall deliver a
         notice to the Depositor requesting written

                                       38
<PAGE>

         instructions of the Depositor as to the course of action to be taken.
         The Property Trustee shall take such action, or refrain from taking
         such action, as the Property Trustee shall be instructed in writing to
         take, or to refrain from taking, by the Depositor; provided, however,
         that if the Property Trustee does not receive such instructions of the
         Depositor within ten Business Days after it has delivered such notice,
         or such reasonably shorter period of time set forth in such notice
         (which to the extent practicable shall not be less than two Business
         Days), it may, but shall be under no duty to, take or refrain from
         taking such action not inconsistent with this Trust Agreement as it
         shall deem advisable and in the best interests of the Securityholders,
         in which event the Property Trustee shall have no liability except for
         its own bad faith, negligence or willful misconduct;

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

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

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

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

                  (g) the Property Trustee shall be under no obligation to
         exercise any of the rights or powers vested in it by this Trust
         Agreement at the request or direction of any of the Securityholders
         pursuant to this Trust Agreement, unless such Securityholders shall
         have offered to the Property Trustee reasonable

                                       39
<PAGE>

         security or indemnity against the costs, expenses and liabilities which
         might be incurred by it in compliance with such request or direction;

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

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

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

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

                  (l) the Property Trustee shall not be charged with knowledge
         of an Event of Default unless a Responsible Officer of the Property
         Trustee obtains actual knowledge of such event or the Property Trustee
         receives written notice of such event from any Securityholder, the
         Depositor or the Debenture Trustee.

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

                                       40
<PAGE>

or obligation. No permissive power or authority available to the Property
Trustee shall be construed to be a duty.

                  Section 8.4   Not Responsible for Recitals or Issuance of
                                Securities.

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

                  Section 8.5   May Hold Securities.

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

                  Section 8.6   Compensation; Indemnity; Fees.

                  The Depositor agrees:

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

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

                  (c) to indemnify each of the Trustees (including in their
         individual capacities) and their officers, directors and employees or
         any predecessor Trustee for, and to hold the Trustees harmless against,
         any loss, damage, claims, liability, penalty or expense incurred
         without negligence or bad faith on its part, arising out of or in
         connection with the acceptance or administration of this Trust
         Agreement, including the costs and expenses of defending itself against
         any claim or liability in connection with the exercise or performance
         of any of its powers or duties hereunder (collectively, "Expenses");
         and


                                       41
<PAGE>
                  (d) to the fullest extent permitted by law, the Expenses
         (including reasonable attorneys' fees and expenses) incurred by a
         Trustee referred to in paragraph (c) of this Section 8.6 shall be paid
         by the Depositor in advance upon receipt of an undertaking by or on
         behalf of such Trustee to repay such amount if it shall ultimately be
         determined that such Trustee is not entitled to be indemnified by the
         Depositor as authorized in this Section 8.6.

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

                  Section 8.7   Corporate Property Trustee Required; Eligibility
                                of Trustees.

                  (a) There shall at all times be a Property Trustee hereunder
         with respect to the Trust Securities. The Property Trustee shall be a
         Person that is eligible pursuant to the Trust Indenture Act to act as
         such and has a combined capital and surplus of at least $50,000,000. If
         any such Person publishes reports of condition at least annually,
         pursuant to law or to the requirements of its supervising or examining
         authority, then for the purposes of this Section, the combined capital
         and surplus of such Person shall be deemed to be its combined capital
         and surplus as set forth in its most recent report of condition so
         published. If at any time the Property Trustee with respect to the
         Trust Securities shall cease to be eligible in accordance with the
         provisions of this Section, it shall resign immediately in the manner
         and with the effect hereinafter specified in this Article.

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

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

                  Section 8.8   Conflicting Interests.

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

                                       42
<PAGE>

                  Section 8.9   Co-Trustees and Separate Trustee.

                  Unless an Event of Default shall have occurred and be
continuing, at any time or times, for the purpose of meeting the legal
requirements of the Trust Indenture Act or of any jurisdiction in which any part
of the Trust Property may at the time be located, the Depositor and the
Administrative Trustees, by agreed action of the majority of such Trustees,
shall have power to appoint, and upon the written request of the Administrative
Trustees, the Depositor shall for such purpose join with the Administrative
Trustees in the execution, delivery, and performance of all instruments and
agreements necessary or proper to appoint, one or more Persons approved by the
Property Trustee either to act as co-trustee, jointly with the Property Trustee,
of all or any part of such Trust Property, or to the extent required by law to
act as separate trustee of any such property, in either case with such powers as
may be provided in the instrument of appointment, and to vest in such Person or
Persons in the capacity aforesaid, any property, title, right or power deemed
necessary or desirable, subject to the other provisions of this Section. If the
Depositor does not join in such appointment within 15 days after the receipt by
it of a request so to do, or in case a Debenture Event of Default has occurred
and is continuing, the Property Trustee alone shall have power to make such
appointment. Any co-trustee or separate trustee appointed pursuant to this
Section shall either be (i) a natural person who is at least 21 years of age and
a resident of the United States or (ii) a legal entity with its principal place
of business in the United States that shall act through one or more persons
authorized to bond such entity.

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

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

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

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

                                       43
<PAGE>

         which any particular act is to be performed, the Property Trustee shall
         be incompetent or unqualified to perform such act, in which event such
         rights, powers, duties, and obligations shall be exercised and
         performed by such co-trustee or separate trustee.

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

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

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

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

                  Section 8.10   Resignation and Removal; Appointment of
                                 Successor.

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

                  Any Trustee may resign at any time with respect to the Trust
Securities by giving written notice thereof to the Securityholders. If the
instrument of acceptance by the successor Trustee required by Section 8.11 shall
not have been delivered to the Relevant Trustee within 30 days after the giving
of such notice of resignation, the Relevant Trustee may petition, at the expense
of the Depositor, any court of competent jurisdiction for the appointment of a
successor Relevant Trustee with respect to the Trust Securities.

                  Unless a Debenture Event of Default shall have occurred and be
continuing, any Trustee may be removed at any time by Act of the Common

                                       44
<PAGE>

Securityholder. If a Debenture Event of Default shall have occurred and be
continuing, the Property Trustee or the Delaware Trustee, or both of them, may
be removed at such time by Act of the Holders of a majority in Liquidation
Amount of the Preferred Securities, delivered to the Relevant Trustee (in its
individual capacity and on behalf of the Trust). An Administrative Trustee may
be removed by the Common Securityholder at any time.

                  If any Trustee shall resign, be removed or become incapable of
acting as Trustee, or if a vacancy shall occur in the office of any Trustee for
any cause, at a time when no Debenture Event of Default shall have occurred and
be continuing, the Common Securityholder, by Act of the Common Securityholder
delivered to the retiring Trustee, shall promptly appoint a successor Trustee or
Trustees with respect to the Trust Securities and the Trust, and the retiring
Trustee shall comply with the applicable requirements of Section 8.11. If the
Property Trustee or the Delaware Trustee shall resign, be removed or become
incapable of continuing to act as the Property Trustee or the Delaware Trustee,
as the case may be, at a time when a Debenture Event of Default is continuing,
the Preferred Securityholders, by Act of the Securityholders of a majority in
Liquidation Amount of the Preferred Securities then Outstanding delivered to the
retiring Relevant Trustee, shall promptly appoint a successor Relevant Trustee
or Trustees with respect to the Trust Securities and the Trust, and such
successor Trustee shall comply with the applicable requirements of Section 8.11.
If an Administrative Trustee shall resign, be removed or become incapable of
acting as Administrative Trustee, at a time when a Debenture Event of Default
shall have occurred and be continuing, the Common Securityholder shall appoint a
successor or Administrative Trustees. If no successor Relevant Trustee with
respect to the Trust Securities shall have been so appointed by the Common
Securityholder or the Preferred Securityholders and accepted appointment in the
manner required by Section 8.11, any Securityholder who has been a
Securityholder of Trust Securities for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Relevant Trustee with respect to
the Trust Securities.

                  The Property Trustee shall give notice of each resignation and
each removal of a Trustee and each appointment of a successor Trustee to all
Securityholders in the manner provided in Section 10.8 and shall give notice to
the Depositor, in each case promptly upon receipt by it of notice of such
resignation. Each notice shall include the name of the successor Relevant
Trustee and the address of its Corporate Trust Office if it is the Property
Trustee.

                  Notwithstanding the foregoing or any other provision of this
Trust Agreement, in the event any Administrative Trustee or a Delaware Trustee
who is a natural person dies or becomes, in the opinion of the Depositor,
incompetent or incapacitated, the vacancy created by such death, incompetence or
incapacity may be filled by (a) the unanimous act of remaining Administrative
Trustees if there are at least

                                       45
<PAGE>

two of them or (b) otherwise by the Depositor (with the successor in each case
being a Person who satisfies the eligibility requirement for Administrative
Trustees set forth in Section 8.7).

                  Section 8.11   Acceptance of Appointment by Successor.

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

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

                  Upon request of any such successor Relevant Trustee, the Trust
shall execute any and all instruments for more fully and certainly vesting in
and confirming to

                                       46
<PAGE>

such successor Relevant Trustee all such rights, powers and trusts referred to
in the first or second preceding paragraph, as the case may be.

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

                  Section 8.12   Merger, Conversion, Consolidation or Succession
                                 to Business.

                  Any corporation into which the Property Trustee, the Delaware
Trustee or any Administrative Trustee may be merged or converted or with which
it may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which such Relevant Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of such Relevant Trustee, shall be the successor of such Relevant Trustee
hereunder, provided such corporation shall be otherwise qualified and eligible
under this Article, without the execution or filing of any paper or any further
act on the part of any of the parties hereto.

                  Section 8.13   Preferential Collection of Claims Against
                                 Depositor or Trust.

                  If and when the Property Trustee or the Delaware Trustee shall
be or become a creditor of the Depositor or the Trust (or any other obligor upon
the Debentures or the Trust Securities), the Property Trustee or the Delaware
Trustee, as the case may be, shall be subject to and shall take all actions
necessary in order to comply with the provisions of the Trust Indenture Act
regarding the collection of claims against the Depositor or Trust (or any such
other obligor).

                  Section 8.14   Reports by Property Trustee.

                  (a) Within 60 days after December 31 of each year commencing
         with December 31, 200- the Property Trustee shall transmit to all
         Securityholders in accordance with Section 10.8, and to the Depositor,
         a brief report dated as of such December 31 with respect to:

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

                           (ii) a statement that the Property Trustee has
                  complied with all of its obligations under this Trust
                  Agreement during the twelve-month period (or, in the case of
                  the initial report, the period since the Closing Date) ending
                  with such December 31 or, if the Property Trustee has not



                                       47
<PAGE>

                  complied in any material respect with such obligations, a
                  description of such noncompliance; and

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

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

                  (c) A copy of each such report shall, at the time of such
         transmission to the Depositor, be filed by the Depositor with each
         stock exchange upon which the Trust Securities are listed and with the
         Commission.

                  Section 8.15   Reports to the Property Trustee.

                  The Depositor and the Administrative Trustees on behalf of the
Trust shall provide to the Property Trustee such documents, reports and
information as required by Section 3.14 of the Trust Indenture Act (if any) and
the compliance certificate required by Section 3.14(a) of the Trust Indenture
Act in the form, in the manner and at the times required by Section 3.14 of the
Trust Indenture Act.

                  Section 8.16   Evidence of Compliance with Conditions
                                 Precedent.

                  Each of the Depositor and the Administrative Trustees on
behalf of the Trust shall provide to the Property Trustee such evidence of
compliance with any conditions precedent, if any, provided for in this Trust
Agreement that relate to any of the matters set forth in Section 3.14(c) of the
Trust Indenture Act. Any certificate or opinion required to be given by an
officer pursuant to Section 3.14(c)(1) of the Trust Indenture Act shall be given
in the form of an Officers' Certificate.

                  Section 8.17   Number of Trustees.

                  (a) The number of Trustees shall be four, provided that the
         Holder of all of the Common Securities by written instrument may
         increase or decrease the number of Administrative Trustees.

                  (b) If a Trustee ceases to hold office for any reason and the
         number of Administrative Trustees is not reduced pursuant to Section
         8.17(a), or if the number of Trustees is increased pursuant to Section
         8.17(a), a vacancy shall

                                       48
<PAGE>

         occur. The vacancy shall be filled with a Trustee appointed in
         accordance with Section 8.10.

                  (c) The death, resignation, retirement, removal, bankruptcy,
         incompetence or incapacity to perform the duties of a Trustee shall not
         operate to annul, dissolve or terminate the Trust. Whenever a vacancy
         in the number of Administrative Trustees shall occur, until such
         vacancy is filled by the appointment of an Administrative Trustee in
         accordance with Section 8.10, the Administrative Trustees in office,
         regardless of their number (and notwithstanding any other provision of
         this Trust Agreement), shall have all the powers granted to the
         Administrative Trustees and shall discharge all the duties imposed upon
         the Administrative Trustees by this Trust Agreement.

                  Section 8.18   Delegation of Power.

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

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

                                   ARTICLE IX
                      DISSOLUTION, LIQUIDATION AND MERGER

                  Section 9.1   Dissolution Upon Expiration Date.

                  Unless earlier dissolved, the Trust shall automatically
dissolve on -, - (the "Expiration Date"), following the distribution of the
Trust Property in accordance with Section 9.4.

                  Section 9.2   Early Dissolution.

                  The first to occur of any of the following events is an "Early
Termination Event", upon the occurrence of which the Trust shall be dissolved:

                  (a) the occurrence of a Bankruptcy Event in respect of, or the
         dissolution or liquidation of, the Depositor;


                                       49
<PAGE>

                  (b) the occurrence of a Tax Event or an Investment Company
         Event (each, a "Special Event"), or the Trust is or will not be taxed
         as a grantor trust but a Tax Event has not occurred (a "Grantor Trust
         Event"), and written direction is given to the Property Trustee from
         the Depositor within 45 days of such Special Event or Grantor Trust
         Event (which direction is optional and wholly within the discretion of
         the Depositor) to dissolve the Trust and distribute Debentures to
         Securityholders in accordance with Section 9.4;

                  (c) the redemption of all of the Preferred Securities; and


                  (d) an order for dissolution of the Trust shall have been
         entered by a court of competent jurisdiction.



                  Section  9.3 Termination.

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

                  Section 9.4 Liquidation.

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

                           (i) state the Liquidation Date;

                           (ii) state that from and after the Liquidation Date,
                  the Trust Securities will no longer be deemed to be
                  outstanding and any Trust Securities Certificates not
                  surrendered for exchange will be deemed to represent a Like
                  Amount of Debentures; and


                                       50
<PAGE>

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

                  (b) Except where Section 9.2(c) or 9.4(d) applies, in order to
         effect the liquidation of the Trust and distribution of the Debentures
         to Securityholders, the Property Trustee shall establish a record date
         for such distribution (which shall be not more than 45 days prior to
         the Liquidation Date) and, either itself acting as exchange agent or
         through the appointment of a separate exchange agent, shall establish
         such procedures as it shall deem appropriate to effect the distribution
         of Debentures in exchange for the Outstanding Trust Securities
         Certificates.

                  (c) Except where Section 9.2(c) or 9.4(d) applies, after the
         Liquidation Date, (i) the Trust Securities will no longer be deemed to
         be outstanding, (ii) certificates representing a Like Amount of
         Debentures will be issued to holders of Trust Securities Certificates,
         upon surrender of such certificates to the Administrative Trustees or
         their agent for exchange, (iii) the Depositor shall use its reasonable
         efforts to have the Debentures listed on the New York Stock Exchange or
         on such other exchange as the Preferred Securities are then listed,
         (iv) any Trust Securities Certificates not so surrendered for exchange
         will be deemed to represent a Like Amount of Debentures, accruing
         interest at the rate provided for in the Debentures from the last
         Distribution Date on which a Distribution was made on such Trust
         Certificates until such certificates are so surrendered (and until such
         certificates are so surrendered, no payments or interest or principal
         will be made to holders of Trust Securities Certificates with respect
         to such Debentures) and (iv) all rights of Securityholders holding
         Trust Securities will cease, except the right of such Securityholders
         to receive Debentures upon surrender of Trust Securities Certificates.


                  (d) In the event that, notwithstanding the other provisions of
         this Section 9.4, whether because of an order for dissolution entered
         by a court of competent jurisdiction or otherwise, distribution of the
         Debentures in the manner provided herein is determined by the Property
         Trustee not to be practical, the Trust Property shall be liquidated,
         and the Trust shall be wound-up by the Property Trustee in such manner
         as the Property Trustee determines. In such event, Securityholders will
         be entitled to receive out of the assets of the Trust available for
         distribution to Securityholders, after satisfaction of liabilities to
         creditors of the Trust as provided by applicable law, an amount equal
         to the Liquidation Amount per Trust Security plus accrued and unpaid
         Distributions thereon to the date of payment (such amount being the
         "Liquidation Distribution"). If, upon any such winding up the
         Liquidation Distribution can be paid only in part because the Trust has
         insufficient assets available to pay in full the aggregate Liquidation



                                       51
<PAGE>

         Distribution, then, subject to the next succeeding sentence, the
         amounts payable by the Trust on the Trust Securities shall be paid on a
         pro rata basis (based upon Liquidation Amounts). The Holder of the
         Common Securities will be entitled to receive Liquidation Distributions
         upon any such dissolution, winding-up or termination pro rata
         (determined as aforesaid) with Holders of Preferred Securities, except
         that, if a Debenture Event of Default has occurred and is continuing,
         the Preferred Securities shall have a priority over the Common
         Securities.

                  Section 9.5 Mergers, Consolidations, Amalgamations or
                              Replacements of the Trust.

                  The Trust may not merge with or into, consolidate, amalgamate,
or be replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any corporation or other body, except pursuant
to this Section 9.5 or Section 9.4. At the request of the Depositor, with the
consent of the Administrative Trustees and without the consent of the holders of
the Preferred Securities, the Trust may merge with or into, consolidate,
amalgamate, or be replaced by a trust organized as such under the laws of any
State; provided, that (i) such successor entity either (a) expressly assumes all
of the obligations of the Trust with respect to the Preferred Securities or (b)
substitutes for the Preferred Securities other securities having substantially
the same terms as the Preferred Securities (the "Successor Securities") so long
as the Successor Securities rank the same as the Preferred Securities rank in
priority with respect to distributions and payments upon liquidation, redemption
and otherwise, (ii) the Depositor expressly appoints a trustee of such successor
entity possessing the same powers and duties as the Property Trustee as the
holder of the Debentures, (iii) the Successor Securities are listed, or any
Successor Securities will be listed upon notification of issuance, on any
national securities exchange or other organization on which the Preferred
Securities are then listed, if any, (iv) such merger, consolidation,
amalgamation or replacement does not cause the Preferred Securities (including
any Successor Securities) to be downgraded by any nationally recognized
statistical rating organization, (v) such merger, consolidation, amalgamation or
replacement does not adversely affect the rights, preferences and privileges of
the holders of the Preferred Securities (including any Successor Securities) in
any material respect, (vi) such successor entity has a purpose substantially
identical to that of the Trust, (vii) prior to such merger, consolidation,
amalgamation or replacement, the Depositor has received an Opinion of Counsel to
the effect that (a) such merger, consolidation, amalgamation or replacement does
not adversely affect the rights, preferences and privileges of the holders of
the Preferred Securities (including any Successor Securities) in any material
respect, and (b) following such merger, consolidation, amalgamation or
replacement, neither the Trust nor such successor entity will be required to
register as an investment company under the 1940 Act and (viii) the Depositor
owns all of the common securities of such successor entity and guarantees the
obligations of such successor entity under the Successor Securities at least



                                       52
<PAGE>

to the extent provided by the Guarantee. Notwithstanding the foregoing, the
Trust shall not, except with the consent of holders of 100% in Liquidation
Amount of the Preferred Securities, consolidate, amalgamate, merge with or into,
or be replaced by any other entity or permit any other entity to consolidate,
amalgamate, merge with or into, or replace it if such consolidation,
amalgamation, merger or replacement would cause the Trust or the successor
entity to be classified as other than a grantor trust for federal income tax
purposes.

                                   ARTICLE X
                            MISCELLANEOUS PROVISIONS

                  Section 10.1 Limitation of Rights of Securityholders.


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

                  Section 10.2 Amendment.


                  (a) This Trust Agreement may be amended from time to time by
         the Administrative Trustees and the Depositor, without the consent of
         any Securityholders, (i) to cure any ambiguity, correct or supplement
         any provision herein or therein which may be inconsistent with any
         other provision herein or therein, or to make any other provisions with
         respect to matters or questions arising under this Trust Agreement,
         which shall not be inconsistent with the other provisions of this Trust
         Agreement, or (ii) to modify, eliminate or add to any provisions of
         this Trust Agreement to such extent as shall be necessary to ensure
         that the Trust will be classified for Federal income tax purposes as a
         grantor trust at all times that any Trust Securities are outstanding or
         to ensure that the Trust will not be required to register as an
         "investment company" under the 1940 Act; provided, however, that in the
         case of clause (i), such action shall not adversely affect in any
         material respect the interests of any Securityholder, and any such
         amendments of this Trust Agreement shall become effective when notice
         thereof is given to the Securityholders.


                  (b) Except as provided in Section 10.2(c) hereof, any
         provision of this Trust Agreement may be amended by the Administrative
         Trustees and the Depositor with (i) the consent of Trust
         Securityholders representing not less than a majority (based upon
         Liquidation Amounts) of the Trust Securities then




                                       53
<PAGE>

         Outstanding and (ii) receipt by the Trustees of an Opinion of Counsel
         to the effect that such amendment or the exercise of any power granted
         to the Trustees in accordance with such amendment will not affect the
         Trust's status as a grantor trust for federal income tax purposes or
         the Trust's exemption from status of an "investment company" under the
         1940 Act.

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

                  (d) Notwithstanding any other provisions of this Trust
         Agreement, no Trustee shall enter into or consent to any amendment to
         this Trust Agreement which would cause the Trust to fail or cease to
         qualify for the exemption from status of an "investment company" under
         the 1940 Act.

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

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

                  (g) No amendment to this Trust Agreement shall be adopted that
         affects the Property Trustee's or the Delaware Trustee's rights, duties
         or immunities under this Trust Agreement without the consent of the
         Property Trustee or the Delaware Trustee, as the case may be. The
         Property Trustee shall be entitled to receive and conclusively rely on
         an Opinion of Counsel and an Officer's Certificate stating that any
         amendment to this Trust Agreement is in compliance with this Trust
         Agreement.

                  Section 10.3 Separability.

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


                                       54
<PAGE>


                  Section 10.4 Governing Law.


                  This Trust Agreement and the rights and obligations of each of
the Securityholders, the Trust and the Trustees with respect to this Trust
Agreement and the Trust Securities shall be construed in accordance with and
governed by the laws of the State of Delaware without regard to principles of
conflicts of laws.

                  Section 10.5 Payments Due on Non-Business Day.


                  If the date fixed for any payment on any Trust Security shall
be a day which is not a Business Day, then such payment need not be made on such
date but may be made on the next succeeding day which is a Business Day (except
as otherwise provided in Section 4.1(a)), with the same force and effect as
though made on the date fixed for such payment, and no interest shall accrue
thereon for the period after such date.

                  Section 10.6 Successors.


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

                  Section 10.7 Headings.


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

                  Section 10.8 Reports, Notices and Demands.


                  Any report, notice, demand or other communication which by any
provision of this Trust Agreement is required or permitted to be given or served
to or upon any Securityholder or the Depositor may be given or served in writing
by deposit thereof, first-class postage prepaid, in the United States mail, hand
delivery or facsimile transmission, in each case, addressed, (a) in the case of
a Preferred Securityholder, to such Preferred Securityholder as such
Securityholder's name and address may appear on the Securities Register; and (b)
in the case of the Common Securityholder or the Depositor, to Principal
Financial Group, Inc., 711 High Street, Des Moines, Iowa 50392, Attention:
[Treasurer], facsimile no.: (515) [      ]. Any notice to Preferred
Securityholders shall also be given to such owners as have, within two years
preceding the giving of such notice, filed their names and addresses with the
Property Trustee for that purpose. Such notice, demand or other communication to
or upon a Securityholder


                                       55
<PAGE>

shall be deemed to have been sufficiently given or made, for all purposes, upon
hand delivery, mailing or transmission.

                  Any notice, demand or other communication which by any
provision of this Trust Agreement is required or permitted to be given or served
to or upon the Trust, the Property Trustee or the Administrative Trustees shall
be given in writing addressed (until another address is published by the Trust)
as follows: (a) with respect to the Property Trustee to Wilmington Trust
Company, Rodney Square North, 1100 N. Market Street, Wilmington, Delaware 19890,
Attention: Corporate Trust Administration; (b) with respect to the Delaware
Trustee, to Wilmington Trust Company, Rodney Square North, 1100 N. Market
Street, Wilmington, Delaware 19890, Attention: Corporate Trust Administration;
and (c) with respect to the Administrative Trustees, to them at the address
above for notices to the Depositor, marked "Attention: Administrative Trustees
of Principal Capital III." Such notice, demand or other communication to or upon
the Trust or the Property Trustee shall be deemed to have been sufficiently
given or made only upon actual receipt of the writing by the Trust or the
Property Trustee.

                  Section 10.9 Agreement Not to Petition.


                  Each of the Trustees and the Depositor agree for the benefit
of the Securityholders that, until at least one year and one day after the Trust
has been terminated in accordance with Article IX, they shall not file, or join
in the filing of, a petition against the Trust under any bankruptcy, insolvency,
reorganization or other similar law (including, without limitation, the United
States Bankruptcy Code) (collectively, "Bankruptcy Laws") or otherwise join in
the commencement of any proceeding against the Trust under any Bankruptcy Law.
In the event the Depositor takes action in violation of this Section 10.9, the
Property Trustee agrees, for the benefit of Securityholders, that at the expense
of the Depositor, it shall (promptly after receipt of written notice of the
taking of such action) file an answer with the bankruptcy court or otherwise
properly contest the filing of such petition by the Depositor against the Trust
or the commencement of such action and raise the defense that the Depositor has
agreed in writing not to take such action and should be stopped and precluded
therefrom and such other defenses, if any, as counsel for the Trustee or the
Trust may assert. The provisions of this Section 10.9 shall survive the
termination of this Trust Agreement.

                  Section 10.10 Trust Indenture Act; Conflict with Trust
                                Indenture Act.


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

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



                                       56
<PAGE>

                  (c) If any provision hereof limits, qualifies or conflicts
         with another provision hereof which is required to be included in this
         Trust Agreement by any of the provisions of the Trust Indenture Act,
         such required provision shall control. If any provision of this Trust
         Agreement modifies or excludes any provision of the Trust Indenture Act
         which may be so modified or excluded, the latter provision shall be
         deemed to apply to this Trust Agreement as so modified or to be
         excluded, as the case may be.

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

                  Section 10.11 Acceptance of Terms of Trust Agreement,
                                Guarantee and Indenture.


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

                                            PRINCIPAL FINANCIAL GROUP, INC.


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


                                       57
<PAGE>


                                            WILMINGTON TRUST COMPANY,
                                               as Property Trustee
                                               and Delaware Trustee


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


                                            By:
                                               ---------------------------------
                                               as Administrative Trustee


                                            By:
                                               ---------------------------------
                                               as Administrative Trustee





                                       58
<PAGE>



                                                                       Exhibit A


                              CERTIFICATE OF TRUST

                                       OF

                              PRINCIPAL CAPITAL III

         This CERTIFICATE OF TRUST of Principal Capital III (the "Trust"), is
being duly executed and filed by the undersigned, as trustee, to form a
statutory trust under the Delaware Statutory Trust Act (12 Del. Code Section
3801 et seq.) (the "Act").

         1. Name. The name of the statutory trust being formed hereby is
"Principal Capital III."

         2. Delaware Trustee. The name and business address of the trustee of
the Trust with a principal place of business in the State of Delaware is
Wilmington Trust Company, Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890: Attention Corporate Trust Administration.

         3. Effective Date. This Certificate of Trust shall be effective as of
its filing.

         IN WITNESS WHEREOF, the undersigned trustee of the Trust, has executed
this Certificate of Trust in accordance with Section 3811(a) of the Act.


                                                 WILMINGTON TRUST COMPANY,
                                                 as Trustee


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





                                       59
<PAGE>





                                                                       Exhibit B



The Depository Trust Company
55 Water Street, 49th Floor
New York, New York 10041-0099.

Attention:  ________________________
            General Counsel's Office

Re:      Principal Capital III [Quarterly] Income Preferred Securities

Ladies and Gentlemen:

         The purpose of this letter is to set forth certain matters relating to
the issuance and deposit with The Depository Trust Company ("DTC") of the
Principal Capital III _________% Cumulative [Quarterly] Income Preferred
Securities, Series A (the "Preferred Securities"), of Principal Capital III, a
Delaware statutory trust (the "Issuer"), formed pursuant to a Trust Agreement
between Principal Financial Group, Inc. ("Principal") and Wilmington Trust
Company, as Trustee. The payment of distributions on the Preferred Securities to
the extent the Issuer has funds available for the payment thereof, and payments
due upon liquidation of Issuer or redemption of the Preferred Securities are
guaranteed by Principal to the extent set forth in a Guarantee Agreement, dated
-, 200-, by Principal with respect to the Preferred Securities. Principal and
the Issuer propose to sell the Preferred Securities to certain Underwriters (the
"Underwriters") pursuant to an Underwriting Agreement, dated -, 200-, by and
among the Underwriters, the Issuer and Principal dated -, 200- and the
Underwriters wish to take delivery of the Preferred Securities through DTC.
__________ is acting as transfer agent and registrar with respect to the
Preferred Securities (the "Transfer Agent and Registrar").

         To induce DTC to accept the Preferred Securities as eligible for
deposit at DTC, and to act in accordance with DTC's rules with respect to the
Preferred Securities, the Issuer, the Transfer Agent and Registrar and DTC agree
among each other as follows:

         1. Prior to the closing of the sale of the Preferred Securities to the
Underwriters, which is expected to occur on or about -, 200-, there shall be
deposited with DTC one or more global certificates (individually and
collectively, the "Global Certificate") registered in the name of DTC's
Preferred Securities nominee, Cede & Co., representing an aggregate of
_____________ Preferred Securities and bearing the following legend:

         Unless this certificate is presented by an authorized representative of
         The Depository Trust Company, a New York corporation ("DTC"), to Issuer
         or its agent for registration of transfer, exchange, or payment, and
         any



                                       60
<PAGE>

         certificate issued is registered in the name of Cede & Co. or in such
         other name as is requested by an authorized representative of DTC (and
         any payment is made to Cede & Co. or to such other entity as is
         requested by an authorized representative of DTC), ANY TRANSFER,
         PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
         IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an
         interest herein.

         2. The Amended and Restated Trust Agreement of the Issuer provides for
the voting by holders of the Preferred Securities under certain limited
circumstances. The Issuer shall establish a record date for such purposes and
shall, to the extent possible, give DTC notice of such record date not less than
15 calendar days in advance of such record date.

         3. In the event of a stock split, conversion, recapitalization,
reorganization or any other similar transaction resulting in the cancellation of
all or any part of the Preferred Securities outstanding, the Issuer or the
Transfer Agent and Registrar shall send DTC a notice of such event at least 5
business days prior to the effective date of such event.

         4. In the event of distribution on, or an offering or issuance of
rights with respect to, the Preferred Securities outstanding, the Issuer or the
Transfer Agent and Registrar shall send DTC a notice specifying: (a) the amount
of and conditions, if any, applicable to the payment of any such distribution or
any such offering or issuance of rights; (b) any applicable expiration or
deadline date, or any date by which any action on the part of the holders of
Preferred Securities is required; and (c) the date any required notice is to be
mailed by or on behalf of the Issuer to holders of Preferred Securities or
published by or on behalf of the Issuer (whether by mail or publication, the
"Publication Date"). Such notice shall be sent to DTC by a secure means (e.g.,
legible telecopy, registered or certified mail, overnight delivery) in a timely
manner designed to assure that such notice is in DTC's possession no later than
the close of business on the business day before the Publication Date. The
Issuer or the Transfer Agent and Registrar will forward such notice either in a
separate secure transmission for each CUSIP number or in a secure transmission
of multiple CUSIP numbers (if applicable) that includes a manifest or list of
each CUSIP number submitted in that transmission. (The party sending such notice
shall have a method to verify subsequently the use of such means and the
timeliness of such notice.) The Publication Date shall be not less than 30
calendar days nor more than 60 calendar days prior to the payment of any such
distribution or any such offering or issuance of rights with respect to the
Preferred Securities. After establishing the amount of payment to be made on the
Preferred Securities, the Issuer or the Transfer Agent and Registrar will notify
DTC's Dividend Department of such payment 5 business days prior



                                       61
<PAGE>

to payment date. Notices to DTC's Dividend Department by telecopy shall be sent
to (212) 855-4555. Such notices by mail or by any other means shall be sent to:

                  Manager, Announcements
                  Dividend Department
                  The Depository Trust Company
                  55 Water Street, 25th Floor
                  New York, New York 10041


         The Issuer or the Transfer Agent and Registrar shall confirm DTC's
receipt of such telecopy by telephoning the Dividend Department at (212)
855-4550.

         5. In the event of a redemption by the Issuer of the Preferred
Securities, notice specifying the terms of the redemption and the Publication
Date of such notice shall be sent by the Issuer or the Transfer Agent and
Registrar to DTC not less than 30 calendar days prior to such event by a secure
means in the manner set forth in paragraph 4. Such redemption notice shall be
sent to DTC's Call Notification Department at (212) 855-7232, (212) 855-7233 or
(212) 855-7234 and receipt of such notice shall be confirmed by telephoning
(212) 855-7207. Notice by mail or by any other means shall be sent to:

                  Call Notification Department
                  The Depository Trust Company
                  55 Water Street, 50th Floor
                  New York, New York 10041

         6. In the event of any invitation to tender the Preferred Securities,
notice specifying the terms of the tender and the Publication Date of such
notice shall be sent by the Issuer or the Transfer Agent and Registrar to DTC by
a secure means and in a timely manner as described in paragraph 4. Notices to
DTC pursuant to this paragraph and notices of other corporate actions (including
mandatory tenders, exchanges and capital changes), shall be sent, unless
notification to another department is expressly provided for herein, by telecopy
to DTC's Reorganization Department at (212) 855-5240 or (212) 855-5488 and
receipt of such notice shall be confirmed by telephoning (212) 855-5235 or (212)
855-5489, or by mail or any other means to:

                  Manager, Reorganization Department
                  Reorganization Window
                  The Depository Trust Company
                  55 Water Street, 50th Floor
                  New York, New York 10041



                                       62
<PAGE>

         7. All notices and payment advices sent to DTC shall contain the CUSIP
number or numbers of the Preferred Securities and the accompanying designation
of the Preferred Securities, which, as of the date of this letter is "Principal
Capital III _____% Cumulative [Quarterly] Income Preferred Securities."

         8. Distribution payments or other cash payments with respect to the
Preferred Securities evidenced by the Global Certificate shall be received by
Cede & Co., as nominee of DTC, or its registered assigns in next day funds on
each payment date (or in accordance with existing arrangements between the
Issuer or the Transfer Agent and Registrar and DTC). Such payments shall be made
payable to the order of Cede & Co., and shall be addressed as follows:

                  NDFS Redemption Department
                  The Depository Trust Company
                  55 Water Street, 25th Floor
                  New York, New York 10041

         9. DTC may by prior written notice direct the Issuer and the Transfer
Agent and Registrar to use any other telecopy number or address of DTC as the
number or address to which notices or payments may be sent.

         10. In the event of a conversion, redemption, or any other similar
transaction (e.g., tender made and accepted in response to the Issuer's or the
Transfer Agent and Registrar's invitation) necessitating a reduction in the
aggregate number of Preferred Securities outstanding evidenced by the Global
Certificate, DTC, in its discretion: (a) may request the Issuer or the Transfer
Agent and Registrar to issue and countersign a new Global Certificate; or (b)
may make an appropriate notation on the Global Certificate indicating the date
and amount of such reduction.

         11. DTC may discontinue its services as a securities depositary with
respect to the Preferred Securities at any time by giving at least 90 days'
prior written notice to the Issuer and the Transfer Agent and Registrar (at
which time DTC will confirm with the Issuer or the Transfer Agent and Registrar
the aggregate number of Preferred Securities deposited with it) and discharging
its responsibilities with respect thereto under applicable law. Under such
circumstances, the Issuer may determine to make alternative arrangements for
book-entry settlement for the Preferred Securities, make available one or more
separate global certificates evidencing Preferred Securities to any Participant
having Preferred Securities credited to its DTC account, or issue definitive
Preferred Securities to the beneficial holders thereof, and in any such case,
DTC agrees to cooperate fully with the Issuer and the Transfer Agent and
Registrar and to return the Global Certificate, duly endorsed for transfer as
directed by the Issuer or the Transfer Agent and Registrar, together with any
other documents of transfer reasonably requested by the Issuer or the Transfer
Agent and Registrar.



                                       63
<PAGE>

         12. In the event that the Issuer determines that beneficial owners of
Preferred Securities shall be able to obtain definitive Preferred Securities,
the Issuer or the Transfer Agent and Registrar shall notify DTC of the
availability of certificates. In such event, the Issuer or the Transfer Agent
and Registrar shall issue, transfer and exchange certificates in appropriate
amounts, as required by DTC and others, and DTC agrees to cooperate fully with
the Issuer and the Transfer Agent and Registrar and to return the Global
Certificate, duly endorsed for transfer as directed by the Issuer or the
Transfer Agent and Registrar, together with any other documents of transfer
reasonably requested by the Issuer or the Transfer Agent and Registrar.

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

         Nothing herein shall be deemed to require the Transfer Agent and
Registrar to advance funds on behalf of Principal Capital III.


                                           Very truly yours,



                                           PRINCIPAL CAPITAL III
                                           (As Issuer)

                                           By: [Name of Trustee]
                                               ---------------------------------
                                               Administrative Trustee



                                           By:
                                               ---------------------------------
                                               Name:
                                               Title:
                                               (As Transfer Agent and Registrar)



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


RECEIVED AND ACCEPTED:

THE DEPOSITORY TRUST COMPANY

By:________________________________
Authorized Officer




                                       64
<PAGE>



                                                                       Exhibit C


         THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT AS PROVIDED IN THE
                       TRUST AGREEMENT (AS DEFINED BELOW)



Certificate Number                                   Number of Common Securities
C--

                    Certificate Evidencing Common Securities

                                       of

                              Principal Capital III

                              -% Common Securities

                  (liquidation amount $25 per Common Security)

                  Principal Capital III, a statutory trust formed under the laws
of the State of Delaware (the "Trust"), hereby certifies that Principal
Financial Group, Inc. (the "Holder") is the registered owner of - (-) common
securities of the Trust representing undivided beneficial interests in the
assets of the Trust and designated the -% Common Securities (liquidation amount
$25 per Common Security) (the "Common Securities"). In accordance with Section
5.10 of the Trust Agreement (as defined below) the Common Securities are not
transferable and, to the fullest extent permitted by law, any attempted transfer
hereof shall be void. The designations, rights, privileges, restrictions,
preferences and other terms and provisions of the Common Securities are set
forth in, and this certificate and the Common Securities represented hereby are
issued and shall in all respects be subject to the terms and provisions of, the
Amended and Restated Trust Agreement of the Trust, dated as of -, 200-, as the
same may be amended from time to time (the "Trust Agreement") including the
designation of the terms of the Common Securities as set forth therein. The
Trust will furnish a copy of the Trust Agreement to the Holder without charge
upon written request to the Trust at its principal place of business or
registered office.

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


                                       65
<PAGE>

                                                                       Exhibit C


                  IN WITNESS WHEREOF, one of the Administrative Trustees of the
Trust has executed this certificate this ______ day of ________ ____.





                                                 PRINCIPAL CAPITAL III


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





                                       66
<PAGE>

                                                                       Exhibit D


                    AGREEMENT AS TO EXPENSES AND LIABILITIES

                  AGREEMENT, dated as of -, 200-, between Principal Financial
Group, Inc., a Delaware corporation ("Principal"), and Principal Capital III, a
Delaware statutory trust (the "Trust").

                  WHEREAS, the Trust intends to issue its Common Securities (the
"Common Securities") to and receive Debentures from Principal and to issue and
sell -% - (the "Preferred Securities") with such powers, preferences and special
rights and restrictions as are set forth in the Amended and Restated Trust
Agreement of the Trust dated as of -, - as the same may be amended from time to
time (the "Trust Agreement");

                  WHEREAS, Principal will directly or indirectly own all of the
Common Securities of Trust and will issue the Debentures;

                  NOW, THEREFORE, in consideration of the purchase by each
holder of the Preferred Securities, which purchase Principal hereby agrees shall
benefit Principal and which purchase Principal acknowledges will be made in
reliance upon the execution and delivery of this Agreement, Principal and Trust
hereby agree as follows:

                                    ARTICLE I

                  Section 1.1 Guarantee by Principal.


                  Subject to the terms and conditions hereof, Principal hereby
irrevocably and unconditionally guarantees to each person or entity to whom the
Trust is now or hereafter becomes indebted or liable (the "Beneficiaries") the
full payment, when and as due, of any and all Obligations (as hereinafter
defined) to such Beneficiaries. As used herein, "Obligations" means any costs,
expenses or liabilities of the Trust, other than obligations of the Trust to pay
to holders of any Preferred Securities or other similar interests in the Trust
the amounts due such holders pursuant to the terms of the Preferred Securities
or such other similar interests, as the case may be. This Agreement is intended
to be for the benefit of, and to be enforceable by, all such Beneficiaries,
whether or not such Beneficiaries have received notice hereof.

                  Section 1.2. Term of Agreement.


                  This Agreement shall terminate and be of no further force and
effect upon the later of (a) the date on which full payment has been made of all
amounts payable to all holders of all the Preferred Securities (whether upon
redemption, liquidation, exchange or otherwise) and (b) the date on which there
are no Beneficiaries remaining; provided, however, that this Agreement shall
continue to be effective or shall be reinstated, as the case may be, if at any
time any holder of Preferred Securities or any


                                       67
<PAGE>

Beneficiary must restore payment of any sums paid under the Preferred
Securities, under any Obligation, under the Guarantee Agreement dated the date
hereof by Principal and Wilmington Trust Company as guarantee trustee or under
this Agreement for any reason whatsoever. This Agreement is continuing,
irrevocable, unconditional and absolute.

                  Section 1.3. Waiver of Notice.

                  Principal hereby waives notice of acceptance of this Trust
Agreement and of any Obligation to which it applies or may apply, and Principal
hereby waives presentment, demand for payment, protest, notice of nonpayment,
notice of dishonor, notice of redemption and all other notices and demands.

                  Section 1.4.      No Impairment.

                  The obligations, covenants, agreements and duties of Principal
under this Trust Agreement shall in no way be affected or impaired by reason of
the happening from time to time of any of the following:

                  (a) the extension of time for the payment by the Trust of all
         or any portion of the Obligations or for the performance of any other
         obligation under, arising out of, or in connection with, the
         obligations;

                  (b) any failure, omission, delay or lack of diligence on the
         part of the Beneficiaries to enforce, assert or exercise any right,
         privilege, power or remedy conferred on the Beneficiaries with respect
         to the Obligations or any action on the part of the Trust granting
         indulgence or extension of any kind; or

                  (c) the voluntary or involuntary liquidation, dissolution,
         sale of any collateral, receivership, insolvency, bankruptcy,
         assignment for the benefit of creditors, reorganization, arrangement,
         composition or readjustment of debt, or other similar proceedings
         affecting the Trust or any of the assets of the Trust.

There shall be no obligation of the Beneficiaries to give notice to, or obtain
the consent of, Principal with respect to the happening of any of the foregoing.

                  Section 1.5. Enforcement.


                  A Beneficiary may enforce this Agreement directly against
Principal and Principal waives any right or remedy to require that any action be
brought against the Trust or any other person or entity before proceeding
against Principal.



                                       68
<PAGE>

                                   ARTICLE II

                  Section 2.1. Binding Effect.


                  All guarantees and agreements contained in this Trust
Agreement shall bind the successors, assigns, receivers, trustees and
representatives of Principal and shall inure to the benefit of the
Beneficiaries.

                  Section 2.2. Amendment.


                  So long as there remains any Beneficiary or any Preferred
Securities of any series are outstanding, this Agreement shall not be modified
or amended in any manner adverse to such Beneficiary or to the holders of the
Preferred Securities.

                  Section 2.3. Notices.


                  Any notice, request or other communication required or
permitted to be given hereunder shall be given in writing by delivering the same
against receipt therefor by facsimile transmission (confirmed by mail), telex or
by registered or certified mail, addressed as follows (and if so given, shall be
deemed given when mailed or upon receipt of an answer-back, if sent by telex):

                  Principal Capital III
                  c/o Wilmington Trust Company
                  Rodney Square North
                  1100 N. Market Street
                  Wilmington, Delaware 19890
                  Facsimile No.: (302) 636-4140
                  Attention: Corporate Trust Administration

                  Principal Financial Group, Inc.
                  711 High Street
                  Des Moines, Iowa 50392
                  Facsimile No.:  (515) [       ]
                  Attention:  [Treasurer]

                  Section 2.4 This Agreement shall be governed by and construed
and interpreted in accordance with the laws of the State of New York.



                                       69
<PAGE>

                  THIS AGREEMENT is executed as of the day and year first above
written.

                                                 PRINCIPAL FINANCIAL GROUP, INC.


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


                                                 PRINCIPAL CAPITAL III


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





                                       70
<PAGE>




                                                                       Exhibit E


                  IF THE PREFERRED SECURITY IS TO BE A GLOBAL CERTIFICATE INSERT
- This Preferred Security is a Global Certificate within the meaning of the
Trust Agreement hereinafter referred to and is registered in the name of The
Depository Trust Company (the "Depository") or a nominee of the Depository. This
Preferred Security is exchangeable for Preferred Securities registered in the
name of a person other than the Depository or its nominee only in the limited
circumstances described in the Trust Agreement and no transfer of this Preferred
Security (other than a transfer of this Preferred Security as a whole by the
Depository to a nominee of the Depository or by a nominee of the Depository to
the Depository or another nominee of the Depository) may be registered except in
limited circumstances.

                  Unless this Preferred Security is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York) to
Principal Capital III or its agent for registration of transfer, exchange or
payment, and any Preferred Security issued is registered in the name of Cede &
Co. or such other name as requested by an authorized representative of The
Depository Trust Company and any payment hereon is made to Cede & Co., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.


Certificate Number                                Number of Preferred Securities
P-
                                                 CUSIP NO.

                   Certificate Evidencing Preferred Securities

                                       of

                              Principal Capital III

                                       -%,

                                    Series -

                 (liquidation amount $25 per Preferred Security)

                  Principal Capital III, a statutory trust formed under the laws
of the State of Delaware (the "Trust"), hereby certifies that - (the "Holder")
is the registered owner of - (-) preferred securities of the Trust representing
an undivided beneficial interest in the assets of the Trust and designated the
Principal Capital III -% -, Series A- (liquidation amount $25 per Preferred
Security) (the "Preferred Securities"). The Preferred Securities are
transferable on the books and records of the Trust, in person or by a duly
authorized attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer



                                       71
<PAGE>

as provided in Section 5.4 of the Trust Agreement (as defined below). The
designations, rights, privileges, restrictions, preferences and other terms and
provisions of the Preferred Securities are set forth in, and this certificate
and the Preferred Securities represented hereby are issued and shall in all
respects be subject to the terms and provisions of, the Amended and Restated
Trust Agreement of the Trust dated as of -, 200-, as the same may be amended
from time to time (the "Trust Agreement") including the designation of the terms
of Preferred Securities as set forth therein. The Holder is entitled to the
benefits of the Guarantee Agreement entered into by Principal Financial Group,
Inc., a Delaware corporation, and Wilmington Trust Company, as guarantee
trustee, dated as of -, 200-, as the same may be amended from time to time (the
"Guarantee"), to the extent provided therein. The Trust will furnish a copy of
the Trust Agreement and the Guarantee to the Holder without charge upon written
request to the Trust at its principal place of business or registered office.

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

                  IN WITNESS WHEREOF, one of the Administrative Trustees of the
Trust has executed this certificate this - day of -, -.

                                                 PRINCIPAL CAPITAL III


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





                                       72
<PAGE>



                                   ASSIGNMENT

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



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

(Insert address and zip code of assignee)

and irrevocably appoints




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


Date:_____________

Signature:___________________________

(Sign exactly as your name appears on the other side of this Preferred Security
Certificate)




                                       73