<PAGE>
                                                                     EXHIBIT 4.4


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


                      AMENDED AND RESTATED TRUST AGREEMENT


                                  BY AND AMONG


                                  U.S. BANCORP,
                                   AS SPONSOR


                           FIRST UNION TRUST COMPANY,
                              NATIONAL ASSOCIATION,
                               AS PROPERTY TRUSTEE


                           FIRST UNION TRUST COMPANY,
                              NATIONAL ASSOCIATION,
                               AS DELAWARE TRUSTEE


                                       AND


                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN


                          DATED AS OF DECEMBER 7, 2001


                                  USB CAPITAL V


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

<PAGE>

                            CROSS REFERENCE TABLE(1)

<Table>
<Caption>
Section of Trust
Indenture Act of                                                                                   Section of
1939, as amended                                                                                    Agreement
----------------                                                                                   ----------
<S>                                                                                          <C>
310(a)....................................................................................................6.3
310(b).........................................................................................6.3(c); 6.3(d)
310(c)...........................................................................................Inapplicable
311(a).................................................................................................2.2(b)
311(b).................................................................................................2.2(b)
311(c)...........................................................................................Inapplicable
312(a).................................................................................................2.2(a)
312(b).................................................................................................2.2(b)
312(c)...........................................................................................Inapplicable
313(a)....................................................................................................2.3
313(b)....................................................................................................2.3
313(c)....................................................................................................2.3
313(d)....................................................................................................2.3
314(a)....................................................................................................2.4
314(b)...........................................................................................Inapplicable
314(c)....................................................................................................2.5
314(d)...........................................................................................Inapplicable
314(e)....................................................................................................2.5
314(f)...........................................................................................Inapplicable
315(a)........................................................................................3.9(b); 3.10(a)
315(b).................................................................................................2.7(a)
315(c).................................................................................................3.9(a)
315(d).................................................................................................3.9(b)
316(a)....................................................................................2.6; 7.5(b); 7.6(c)
316(b)...........................................................................................Inapplicable
316(c)...........................................................................................Inapplicable
317(a)...................................................................................................3.16
317(b)...........................................................................................Inapplicable
318(a).................................................................................................2.1(c)
</Table>


----------

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


<PAGE>


                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                               PAGE
                                                                                                               ----
<S>                                                                                                            <C>
ARTICLE 1 INTERPRETATION AND DEFINITIONS..........................................................................1

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


<PAGE>

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

ARTICLE 2 TRUST INDENTURE ACT.....................................................................................8

         SECTION 2.1.     Trust Indenture Act; Application........................................................8
         SECTION 2.2.     Lists of Holders of Securities..........................................................8
         SECTION 2.3.     Reports by the Property Trustee.........................................................9
         SECTION 2.4.     Periodic Reports to the Property Trustee................................................9
         SECTION 2.5.     Evidence of Compliance with Conditions Precedent........................................9
         SECTION 2.6.     Trust Enforcement Events; Waiver........................................................9
         SECTION 2.7.     Trust Enforcement Event; Notice........................................................11
</Table>


                                       ii
<PAGE>

<Table>
<S>                                                                                                            <C>
ARTICLE 3 ORGANIZATION...........................................................................................12

         SECTION 3.1.      Name and Organization.................................................................12
         SECTION 3.2.      Office................................................................................12
         SECTION 3.3.      Purpose...............................................................................12
         SECTION 3.4.      Authority.............................................................................12
         SECTION 3.5.      Title to Property of the Trust........................................................13
         SECTION 3.6.      Powers and Duties of the Administrative Trustees......................................13
         SECTION 3.7.      Prohibition of Actions by the Trust and the Trustees..................................15
         SECTION 3.8.      Powers and Duties of the Property Trustee.............................................16
         SECTION 3.9.      Certain Duties and Responsibilities of the Property Trustee...........................18
         SECTION 3.10.     Certain Rights of Property Trustee....................................................20
         SECTION 3.11.     Delaware Trustee......................................................................23
         SECTION 3.12.     Execution of Documents................................................................23
         SECTION 3.13.     Not Responsible for Recitals or Issuance of Securities................................23
         SECTION 3.14.     Duration of Trust.....................................................................23
         SECTION 3.15.     Mergers...............................................................................23
         SECTION 3.16.     Property Trustee May File Proofs of Claim.............................................25

ARTICLE 4 SPONSOR................................................................................................26

         SECTION 4.1.      Responsibilities of the Sponsor.......................................................26
         SECTION 4.2.      Indemnification and Fees and Expenses of the Trustees.................................26
         SECTION 4.3.      Compensation of the Trustees..........................................................27

ARTICLE 5 TRUST COMMON SECURITIES HOLDER.........................................................................27

         SECTION 5.1.      Debenture Issuer's Receipt of Common Securities.......................................27
         SECTION 5.2.      Covenants of the Common Securities Holder.............................................27

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

         SECTION 6.1.      Number of Trustees....................................................................28
         SECTION 6.2.      Delaware Trustee; Eligibility.........................................................28
         SECTION 6.3.      Property Trustee; Eligibility.........................................................29
         SECTION 6.4.      Qualifications of Administrative Trustees and Delaware Trustee Generally..............29
         SECTION 6.5.      Initial Administrative Trustees.......................................................29
         SECTION 6.6.      Appointment, Removal and Resignation of Trustees......................................30
         SECTION 6.7.      Vacancies among Trustees..............................................................31
         SECTION 6.8.      Effect of Vacancies...................................................................31
         SECTION 6.9.      Meetings..............................................................................32
         SECTION 6.10.     Delegation of Power...................................................................32
         SECTION 6.11.     Merger, Conversion, Consolidation or Succession to Business...........................32
</Table>


                                      iii
<PAGE>

<Table>
<S>                                                                                                            <C>
ARTICLE 7 TERMS OF SECURITIES....................................................................................33

         SECTION 7.1.      General Provisions Regarding Securities...............................................33
         SECTION 7.2.      Distributions.........................................................................35
         SECTION 7.3.      Redemption of Securities..............................................................36
         SECTION 7.4.      Redemption Procedures.................................................................36
         SECTION 7.5.      Voting Rights of Capital Securities...................................................38
         SECTION 7.6.      Voting Rights of Common Securities....................................................40
         SECTION 7.7.      Paying Agent..........................................................................41
         SECTION 7.8.      Listing...............................................................................41
         SECTION 7.9.      Transfer of Securities................................................................41
         SECTION 7.10.     Mutilated, Destroyed, Lost or Stolen Certificates.....................................43
         SECTION 7.11.     Deemed Security Holders...............................................................43
         SECTION 7.12.     Global Securities.....................................................................43

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

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

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

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

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

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

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

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

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

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

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

         SECTION 13.1.     Notices...............................................................................58
         SECTION 13.2.     Governing Law.........................................................................59
         SECTION 13.3.     Intention of the Parties..............................................................59
         SECTION 13.4.     Headings..............................................................................59
         SECTION 13.5.     Successors and Assigns................................................................59
         SECTION 13.6.     Partial Enforceability................................................................60
         SECTION 13.7.     Counterparts..........................................................................60

EXHIBITS

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


                                       iv
<PAGE>

                      AMENDED AND RESTATED TRUST AGREEMENT

                  This AMENDED AND RESTATED TRUST AGREEMENT (this "Trust
Agreement"), dated as of December 7, 2001, is entered into by and among (i) U.S.
BANCORP, a Delaware corporation (the "Sponsor"), (ii) FIRST UNION TRUST COMPANY,
NATIONAL ASSOCIATION, a national banking association formed under the laws of
the United States of America, as property trustee, (in each such capacity, the
"Property Trustee"), (iii) FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION, as
Delaware trustee (the "Delaware Trustee"), (iv) DAVID M. MOFFETT, an individual,
DARYL N. BIBLE, an individual, and LEE R. MITAU, an individual, each of whose
address is c/o U.S. Bancorp, 601 Second Avenue South, Minneapolis, Minnesota
55402 (each an "Administrative Trustee" and collectively the "Administrative
Trustees") (the Property Trustee, the Delaware Trustee and the Administrative
Trustees referred to collectively as the "Trustees") and (v) the several
Holders, as hereinafter defined.

                                    RECITALS

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

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

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

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

                                   ARTICLE 1

                         INTERPRETATION AND DEFINITIONS

SECTION 1.1.      Interpretation and Definitions.

                  Unless the context otherwise requires:

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



                                       1
<PAGE>

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

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

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

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

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

                  (g) the following terms have the following meanings:

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

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

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

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

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

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

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

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


                                       2
<PAGE>

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

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

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

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

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

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

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

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

                  "Corporate Trust Office" means the principal office of the
Property Trustee at which at any particular time its corporate trust business
shall be administered, which office at the date of execution of this Trust
Agreement is located at c/o One Rodney Square, 920 King Street, Suite 102,
Wilmington, Delaware 19801, Attention: Corporate Trust Administration.

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

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

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

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

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


                                       3
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                       4
<PAGE>

                  "Investment Company Event" means the receipt by the Sponsor
and the Trust of an opinion of an independent counsel experienced in matters
relating to investment companies, to the effect that, as a result of the
occurrence of a change in law or regulation or a change in interpretation or
application of law or regulation by any legislative body, court, governmental
agency or regulatory authority (a "Change in 1940 Act Law"), there is more than
an insubstantial risk that the Trust is or will be considered an "investment
company" that is required to be registered under the Investment Company Act,
which Change in 1940 Act Law becomes effective on or after the Closing Date.

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

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

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

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

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

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

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

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

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


                                       5
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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


                                       6
<PAGE>

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

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

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

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

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

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

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

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

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

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

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


                                       7
<PAGE>

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

                  "Trust" has the meaning specified in the Recitals.

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

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

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

                                   ARTICLE 2

                               TRUST INDENTURE ACT

         SECTION 2.1. Trust Indenture Act; Application.

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

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

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

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

         SECTION 2.2. Lists of Holders of Securities.

                  (a) Each of the Sponsor and the Administrative Trustees on
behalf of the Trust shall provide the Property Trustee (i), except while the
Capital Securities are represented by one or more Global Securities, at least
five Business Days prior to the date for payment of Distributions, a list, in
such form as the Property Trustee may reasonably require, of the names and
addresses of the Holders of the Securities ("List of Holders") as of the record
date relating to the payment of such Distributions, and (ii) at any other time,
within 30 days of receipt by the


                                       8
<PAGE>

Trust of a written request from the Property Trustee for a List of Holders, as
of a date no more than 15 days before such List of Holders is given to the
Property Trustee; provided that neither the Sponsor nor the Administrative
Trustees on behalf of the Trust shall be obligated to provide such List of
Holders at any time the List of Holders does not differ from the most recent
List of Holders given to the Property Trustee by the Sponsor and the
Administrative Trustees on behalf of the Trust. The Property Trustee shall
preserve, in as current a form as is reasonably practicable, all information
contained in Lists of Holders given to it or which it receives in the capacity
as Paying Agent (if acting in such capacity), provided that the Property Trustee
may destroy any List of Holders previously given to it on receipt of a new List
of Holders.

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

         SECTION 2.3. Reports by the Property Trustee.

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

         SECTION 2.4. Periodic Reports to the Property Trustee.

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

         SECTION 2.5. Evidence of Compliance with Conditions Precedent.

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

         SECTION 2.6. Trust Enforcement Events; Waiver.

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

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


                                       9
<PAGE>

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

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

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

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

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

provided further, each Holder of Common Securities will be deemed to have waived
any Trust Enforcement Event and all Trust Enforcement Events with respect to the
Common Securities and the consequences thereof until all Trust Enforcement
Events with respect to the Capital Securities have been cured, waived or
otherwise eliminated, and until such Trust Enforcement Events with respect to
the Capital Securities have been so cured, waived or otherwise eliminated, the
Property Trustee will be deemed to be acting solely on behalf of the Holders of
the Capital Securities and only the Holders of the Capital Securities will have
the right to direct the Property


                                       10
<PAGE>

Trustee in accordance with the terms of the Securities. The foregoing provisions
of this Section 2.6(b) shall be in lieu of Sections 316(a)(1)(A) and
316(a)(1)(B) of the Trust Indenture Act and such Sections 316(a)(1)(A) and
316(a)(1)(B) of the Trust Indenture Act are hereby expressly excluded from this
Trust Agreement and the Securities, as permitted by the Trust Indenture Act.
Subject to the foregoing provisions of this Section 2.6(b), upon such cure,
waiver or other elimination, any such default shall cease to exist and any Trust
Enforcement Event with respect to the Common Securities arising therefrom shall
be deemed to have been cured for every purpose of this Trust Agreement, but no
such waiver shall extend to any subsequent or other Trust Enforcement Event with
respect to the Common Securities or impair any right consequent thereon.

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

         SECTION 2.7. Trust Enforcement Event; Notice.

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

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

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

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


                                       11
<PAGE>

                                   ARTICLE 3

                                  ORGANIZATION

         SECTION 3.1. Name and Organization.

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

         SECTION 3.2. Office.

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

         SECTION 3.3. Purpose.

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

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

         SECTION 3.4. Authority.

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


                                       12
<PAGE>

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

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

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

         SECTION 3.5. Title to Property of the Trust.

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

         SECTION 3.6. Powers and Duties of the Administrative Trustees.

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

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

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

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


                                       13
<PAGE>

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

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

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

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

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

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

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

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

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

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

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


                                       14
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                       15
<PAGE>

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

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

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

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

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

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

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

         SECTION 3.8. Powers and Duties of the Property Trustee.

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

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


                                       16
<PAGE>

                  (c) The Property Trustee shall:

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

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

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

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

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


                                       17
<PAGE>

heretofore made, or is currently on the date of such payment making, a payment
under the Guarantee relating to such Capital Security or under Section 5.8 of
the Indenture.

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

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

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

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

                  (h) The Property Trustee shall authorize U.S. Bank National
Association (the "Paying Agent") to pay Distributions, redemption payments or
liquidation payments on behalf of the Trust with respect to all Securities and
the Paying Agent shall comply with Section 317(b) of the Trust Indenture Act.

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

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

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

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

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


                                       18
<PAGE>

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

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

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

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

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

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

                           (v) the Property Trustee's sole duty with respect to
                  the custody, safe-keeping and physical preservation of the
                  Debentures and the Property Account shall be to deal with such
                  property in a similar manner as the Property Trustee deals
                  with similar property for its own account, subject to the
                  protections and


                                       19
<PAGE>

                  limitations on liability afforded to the Property Trustee
                  under this Trust Agreement and the Trust Indenture Act;

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

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

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

         SECTION 3.10. Certain Rights of Property Trustee.

                  (a) Subject to the provisions of Section 3.9:

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

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

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

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


                                       20
<PAGE>

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

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

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

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

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


                                       21
<PAGE>

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

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

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

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

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

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


                                       22
<PAGE>

         SECTION 3.11. Delaware Trustee.

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

         SECTION 3.12. Execution of Documents.

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

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

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

         SECTION 3.14. Duration of Trust.

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

         SECTION 3.15. Mergers.

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

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

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


                                       23
<PAGE>

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

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

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

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

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

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

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

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

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

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


                                       24
<PAGE>

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

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

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

         SECTION 3.16. Property Trustee May File Proofs of Claim.

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

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

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

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


                                       25
<PAGE>

reasonable compensation, expenses, disbursements and advances of the Property
Trustee, its agents and counsel, and any other amounts due the Property Trustee.

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

                                   ARTICLE 4

                                    SPONSOR

         SECTION 4.1. Responsibilities of the Sponsor.

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

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

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

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

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

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


                                       26
<PAGE>

         SECTION 4.3. Compensation of the Trustees.

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

                                   ARTICLE 5

                         TRUST COMMON SECURITIES HOLDER

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

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

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

         SECTION 5.2. Covenants of the Common Securities Holder.

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


                                       27
<PAGE>

                                   ARTICLE 6

                                    TRUSTEES

         SECTION 6.1. Number of Trustees.

         The number of Trustees initially shall be five, and:

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

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

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

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

         SECTION 6.2. Delaware Trustee; Eligibility.

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

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

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

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


                                       28
<PAGE>

         SECTION 6.3. Property Trustee; Eligibility.

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

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

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

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

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

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

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

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

         SECTION 6.5. Initial Administrative Trustees.

         The initial Administrative Trustees shall be:

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


                                       29
<PAGE>

         SECTION 6.6. Appointment, Removal and Resignation of Trustees.

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

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

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

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

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

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

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

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

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


                                       30
<PAGE>

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

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

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

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

         SECTION 6.7. Vacancies among Trustees.

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

         SECTION 6.8. Effect of Vacancies.

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


                                       31
<PAGE>

         SECTION 6.9. Meetings.

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

         SECTION 6.10. Delegation of Power.

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

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

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

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


                                       32
<PAGE>

Trustee hereunder, provided such corporation shall be otherwise qualified and
eligible under this Article, without the execution or filing of any paper or any
further act on the part of any of the parties hereto.

                                   ARTICLE 7

                               TERMS OF SECURITIES

         SECTION 7.1. General Provisions Regarding Securities.

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

                           (i) Capital Securities. The Capital Securities of the
                  Trust have an aggregate liquidation amount with respect to the
                  assets of the Trust of up to three hundred million dollars
                  ($300,000,000) with respect to the closing of the sale of
                  Capital Securities on one or more occasions. The Capital
                  Securities are hereby designated for identification purposes
                  only as "7.25% Trust Preferred Securities" (the "Capital
                  Securities"). The Capital Security Certificates evidencing the
                  Capital Securities shall be substantially in the form of
                  Exhibit A to this Trust Agreement, with such changes and
                  additions thereto or deletions therefrom as may be required by
                  ordinary usage, custom or practice or to conform to the rules
                  of any stock exchange on which the Capital Securities are
                  listed or quoted.

                           (ii) Common Securities. The Common Securities of the
                  Trust have an aggregate liquidation amount with respect to the
                  assets of the Trust of up to nine million two hundred
                  seventy-eight thousand four hundred dollars ($9,278,400) with
                  respect to the closing of the sale of Common Securities on one
                  or more occasions. The Common Securities are hereby designated
                  for identification purposes only as "7.25% Common Securities"
                  (the "Common Securities" and, together with the Capital
                  Securities, the "Securities"). The Common Security
                  Certificates evidencing the Common Securities shall be
                  substantially in the form of Exhibit B to this Trust
                  Agreement, with such changes and additions thereto or
                  deletions therefrom as may be required by ordinary usage,
                  custom or practice.

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


                                       33
<PAGE>

for, and all funds available to the Property Trustee shall first be applied to
the payment in full in cash of all Distributions on, or the Redemption Price of,
the Capital Securities then due and payable. The Trust shall issue no securities
or other interests in the assets of the Trust other than the Capital Securities
and the Common Securities.

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

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

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

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

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

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


                                       34
<PAGE>

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

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

         SECTION 7.2. Distributions.

                  (a) As owners of undivided beneficial ownership interests in
the Debentures, holders of Securities shall be entitled to receive cumulative
cash Distributions at the rate per annum of 7.25% of the stated liquidation
amount of $25 per Security. Pursuant to the Indenture, the amount of interest on
the Debentures payable for any period shorter than a full quarterly interest
period, and, as a result, Distributions on the Securities payable for any period
shorter than a full quarterly distribution period shall be computed on the basis
of a 30-day month and for periods of less than a month, the actual number of
days elapsed per 30-day month. Subject to Section 7.1(b), Distributions shall be
made on the Capital Securities and the Common Securities on a Pro Rata basis.
Pursuant to the Indenture, interest on the Debentures shall, from the date of
original issue, accrue and be cumulative, and, as a result Distributions on the
Securities shall, from the date of original issue, accumulate and be cumulative.
Distributions shall be payable quarterly in arrears on each March 15, June 15,
September 15 and December 15 of each year, commencing March 15, 2002, when, as
and if available for payment, by the Property Trustee, except as otherwise
described below. Distributions are payable only to the extent that payments are
made in respect of the Debentures held by the Property Trustee and to the extent
that the Trust has funds available for the payment of such Distributions in the
Property Account.

                  (b) Pursuant to the Indenture, interest not paid on the
scheduled payment date will accrue and compound quarterly at the rate of 7.25%
per annum, and, as a result, interests on the Debentures not paid on the
scheduled payment date will accrue and compound quarterly at the rate of 7.25%
per annum (and, as a result) the Distributions on the Securities will accumulate
and compound at the rate of 7.25% per annum ("Compounded Distributions").
"Distributions" shall mean ordinary cumulative distributions together with any
Compounded Distributions.

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

                  (d) Distributions on the Securities shall be payable to the
Holders thereof as they appear on the register of the Trust as of the close of
business on the relevant record dates. While the Capital Securities are
represented by one or more Global Securities, the relevant record dates shall be
the close of business the Business Day preceding such Distribution payment date;
otherwise the relevant record date shall be the fifteenth day (whether or not a
Business Day) preceding such Distribution payment date. At all times, the
Distribution payment dates


                                       35
<PAGE>

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

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

         SECTION 7.3. Redemption of Securities.

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

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

         SECTION 7.4. Redemption Procedures.

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


                                       36
<PAGE>

to any Holder shall affect the validity of the redemption or exchange
proceedings with respect to any other Holder.

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

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


                                       37
<PAGE>

Distributions which are being paid to Holders who were Holders on a relevant
record date. If a Redemption/Distribution Notice shall have been given and funds
deposited or paid as required, then immediately prior to the close of business
on the date of such deposit or payment, Distributions will cease to accumulate
on the Securities called for redemption and all rights of Holders of such
Securities so called for redemption will cease, except the right of the Holders
to receive the Redemption Price, but without interest on such Redemption Price,
and from and after the date fixed for redemption, such Securities will cease to
be outstanding.

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

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

         SECTION 7.5. Voting Rights of Capital Securities.

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

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

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


                                       38
<PAGE>

a Trust Enforcement Event has occurred and is continuing and such event is
attributable to the failure of the Debenture Issuer to make any interest,
principal or other required payments when due under the Indenture, then a Holder
of Capital Securities may directly institute a Direct Action against the
Debenture Issuer on or after the respective due date specified in the
Debentures.

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

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

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

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

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


                                       39
<PAGE>

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

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

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

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

         SECTION 7.6. Voting Rights of Common Securities.

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

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

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


                                       40
<PAGE>

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

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

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

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

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

         SECTION 7.7. Paying Agent.

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


                                       41
<PAGE>

         SECTION 7.8. Listing.

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

         SECTION 7.9. Transfer of Securities.

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

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

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

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

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

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

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


                                       42
<PAGE>

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

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

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

If:

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

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

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

         SECTION 7.11. Deemed Security Holders.

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


                                       43
<PAGE>

         SECTION 7.12. Global Securities.

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

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

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

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


                                       44
<PAGE>

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

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

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

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


                                       45
<PAGE>

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

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

                                   ARTICLE 8

                      DISSOLUTION AND TERMINATION OF TRUST

         SECTION 8.1. Dissolution and Termination of Trust.

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

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

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

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

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

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

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


                                       46
<PAGE>

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

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

         SECTION 8.2. Liquidation Distribution Upon Dissolution of the Trust.

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

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

                                   ARTICLE 9

           LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, DELAWARE
                               TRUSTEES OR OTHERS

         SECTION 9.1. Liability.

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

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


                                       47
<PAGE>

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

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

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

         SECTION 9.2. Exculpation.

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

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

         SECTION 9.3. Fiduciary Duty.

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


                                       48
<PAGE>

                  (b) Unless otherwise expressly provided herein:

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

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

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

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

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

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

         SECTION 9.4. Indemnification.

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


                                       49
<PAGE>

presumption that the Debenture Issuer Indemnified Person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Trust, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

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

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

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


                                       50
<PAGE>

Administrative Trustees, independent legal counsel or Common Security Holder
reasonably determine that such person deliberately breached his duty to the
Trust or its Common or Capital Security Holders.

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

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

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

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

         SECTION 9.5. Outside Businesses.

         Subject to the provisions of Section 6.3, any Covered Person, the
Sponsor, the Delaware Trustee and the Property Trustee may engage in or possess
an interest in other business ventures of any nature or description,
independently or with others, similar or dissimilar to the activities of the
Trust, and the Trust and the Holders of Securities shall have no rights by
virtue of this Trust Agreement in and to such independent ventures or the income
or profits derived therefrom, and the pursuit of any such venture, even if
competitive with the activities of the Trust, shall not be deemed wrongful or
improper. No Covered Person, the Sponsor, the Delaware Trustee or the Property
Trustee shall be obligated to present any particular investment or other
opportunity to


                                       51
<PAGE>

the Trust even if such opportunity is of a character that, if presented to the
Trust, could be taken by the Trust, and any Covered Person, the Sponsor, the
Delaware Trustee and the Property Trustee shall have the right to take for its
own account (individually or as a partner or fiduciary) or to recommend to
others any such particular investment or other opportunity. Any Covered Person,
the Delaware Trustee and the Property Trustee may engage or be interested in any
financial or other transaction with the Sponsor or any Affiliate of the Sponsor,
or may act as depositary for, trustee or agent for, or act on any committee or
body of holders of, securities or other obligations of the Sponsor or its
Affiliates.

                                   ARTICLE 10

                                   ACCOUNTING

         SECTION 10.1. Fiscal Year.

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

         SECTION 10.2. Certain Accounting Matters.

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

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

         SECTION 10.3. Banking.

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


                                       52
<PAGE>

         SECTION 10.4. Withholding.

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

                                   ARTICLE 11

                             AMENDMENTS AND MEETINGS

         SECTION 11.1. Amendments.

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

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

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

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

                                    a.       an Officers' Certificate from each
                                             of the Trust and the Sponsor that
                                             such amendment is permitted by, and
                                             conforms to, the terms of this
                                             Trust Agreement (including


                                       53
<PAGE>

                                             the terms of the Securities) and
                                             that all conditions precedent to
                                             the execution and delivery of such
                                             amendment have been satisfied; and

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

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

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

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

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

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

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

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

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


                                       54
<PAGE>

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

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

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

                           (i) cure any ambiguity;

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

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

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

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

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

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


                                       55
<PAGE>

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

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

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

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

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


                                       56
<PAGE>

                                   ARTICLE 12

            REPRESENTATIONS OF PROPERTY TRUSTEE AND DELAWARE TRUSTEE

         SECTION 12.1. Representations and Warranties of the Property Trustee.

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

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

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

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

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

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

         SECTION 12.2. Representations and Warranties of the Delaware Trustee.

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

                  (a) the Delaware Trustee satisfies the requirements set forth
         in Section 6.2, satisfies Trust Section 3807(a) of the Business Trust
         Act and has the power and authority to execute and deliver, and to
         carry out and perform its obligations under the terms of,


                                       57
<PAGE>

         this Trust Agreement and, if it is not a natural person, is duly
         organized, validly existing and in good standing under the laws of its
         jurisdiction of incorporation or organization;

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

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

                                   ARTICLE 13

                                  MISCELLANEOUS

         SECTION 13.1. Notices.

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

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

                                c/o  U.S. Bancorp
                                601 Second Avenue South
                                Minneapolis, Minnesota 55402
                                Attention: Treasury Department
                                Facsimile No: (612) 303-1338

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

                                First Union Trust Company, National Association
                                One Rodney Square
                                920 King Street, Suite 102
                                Wilmington, Delaware 19801
                                Attention: Corporate Trust Administration
                                Facsimile No.: (302) 888-7544


                                       58
<PAGE>

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

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

                                c/o  U.S. Bancorp
                                601 Second Avenue South
                                Minneapolis, Minnesota 55402
                                Attention: Treasury Department
                                Facsimile No: (612) 303-1338

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

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

         SECTION 13.2. Governing Law.

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

         SECTION 13.3. Intention of the Parties.

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

         SECTION 13.4. Headings.

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

         SECTION 13.5. Successors and Assigns.

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


                                       59
<PAGE>

         SECTION 13.6. Partial Enforceability.

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

         SECTION 13.7. Counterparts.

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

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


                                       60
<PAGE>

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

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


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

                                FIRST UNION TRUST COMPANY,
                                NATIONAL ASSOCIATION,
                                  as Property Trustee


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


                                FIRST UNION TRUST COMPANY,
                                NATIONAL ASSOCIATION,
                                  as Delaware Trustee


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


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


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


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

<PAGE>

                                                                       EXHIBIT A




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

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

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

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

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

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


                                      A-1
<PAGE>

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

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

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

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

                                         USB CAPITAL V



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

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

                                         FIRST UNION TRUST COMPANY,
                                         NATIONAL ASSOCIATION,
                                          as Property Trustee



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


                                      A-2
<PAGE>

                                                                       EXHIBIT B

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

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

                    CERTIFICATE EVIDENCING COMMON SECURITIES
                                       OF
                                  USB CAPITAL V

                             ____% COMMON SECURITIES

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

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

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


                                      B-1
<PAGE>


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

                                        USB CAPITAL V



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


                                      B-2