<PAGE>
                                                                    EXHIBIT 4.12



                              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 I


<PAGE>



                               Principal Capital I

              Certain Sections of this Trust Agreement relating to

                         Sections 310 through 318 of the

                          Trust Indenture Act of 1939:

           Trust Indenture                          Trust Agreement
             Act Section                                Section

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

<PAGE>

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


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



<PAGE>




                                Table of Contents

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

   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>

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
</TABLE>

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



                                      iii
<PAGE>

            AMENDED AND RESTATED TRUST AGREEMENT, dated as of -, 200-,
among (i) Principal Financial Group, Inc., a Delaware corporation (including any
successors or assigns, the "Depositor"), (ii) 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 I," 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 I." 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 I

         This CERTIFICATE OF TRUST of Principal Capital I (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 I."

         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 I [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 I _________% Cumulative [Quarterly] Income Preferred
Securities, Series A (the "Preferred Securities"), of Principal Capital I, 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

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<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 I _____% 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 I.

                                     Very truly yours,



                                     PRINCIPAL CAPITAL I
                                     (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 I

                              -% Common Securities

                  (liquidation amount $25 per Common Security)

                  Principal Capital I, 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 I


                                       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 I, 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 I
                  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 I


                                 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 I 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 I

                                       -%,

                                    Series -

                 (liquidation amount $25 per Preferred Security)

                  Principal Capital I, 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 I -% -, 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 I


                                    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